Membership Plan

MEMBERSHIP PLAN

PLAN OVERVIEW

The Playboy Club NYC Membership Plan (the “Membership Plan”) describes the membership opportunities in The Playboy Club NYC (the “Club”). PB Membership Club LLC (the “Company”) is offering a non-exclusive, limited, revocable license to use the social facilities located at 512 West 42nd Street, New York, New York 10036 (the “Club Facility”) and other privileges and services. The categories of membership being offered and the privileges associated therewith are described hereinafter. Memberships are not equity interests. A person granted membership in the Club is herein referred to as a “Member.”

Membership office available to answer questions

All inquiries regarding membership in the Club or the membership documents should be directed to the Membership Office at The Playboy Club NYC. The Membership Office can be reached by phone at 212-945-6805.

20180808

Article I.

INTRODUCTION Section 1.01 Introduction

The Membership Plan, The Playboy Club NYC Rules and Regulations (the “Rules and Regulations”) and the Membership Application (as defined in Section 5.01) set forth the rights, privileges and obligations of membership in the Club. PB Membership Club LLC, a limited liability company (the “Company”), operates and administers memberships in the Club and reserves the right to amend, modify or supplement the Membership Plan and the Rules and Regulations in its discretion. Any reference to the Membership Plan, the Membership Application, or the Rules and Regulations will be deemed to refer to the Membership Plan, the Membership Application, and the Rules and Regulations, each as amended, modified or supplemented by the Company from time to time.

Section 1.02 Club Facility

The Club Facility is available for use by Members and their Guests (as defined in Section 4.01) in accordance with (i) the terms hereof, (ii) the Rules and Regulations, and (iii) the membership category chosen by the Member. The Club Facility includes the following areas (the “Facilities”):

• Playboy Bar • Royal Lounge • Rabbit Hole • Hef Lounge • Grotto Lounge • Mansion Lounge • Black Box

Member’s access to certain portions of the Facilities is dependent upon such Member’s membership category. The Facilities available to each membership category are set forth on Exhibit A hereto.

Section 1.03 Additional Facilities

The Company and the Club Facility Operator (as defined in Section 1.04) may, in their respective discretions, expand, modify, or remove any of the Facilities or add additional facilities either on- or off- site, as it determines appropriate from time to time.

Section 1.04 Operation of Facilities and Ownership of the Club Facility

The owner and operator of the Club Facility is 512 W42 Retail LLC, a New York limited liability company (the “Club Facility Operator”).

1 20180808 Article II.

NON-EQUITY MEMBERSHIP OFFERINGS

Section 2.01 Non-Equity Membership Offering

Non-equity memberships will be offered to such individuals and entities as the Company determines appropriate in its discretion who are approved for membership by the Company, subject to the eligibility requirements specified hereinafter.

Section 2.02 Eligibility Requirements

A. Admission to the Club will be at the sole discretion of the Company and subject to Section 5.02.

B. Corporate Memberships are only available to bona fide legal business entities. Corporate Memberships will be issued in the name of three (3) officers, directors, or other designees of the corporate entity (the “Corporate Member Designees”). Other than with respect to Corporate Memberships, memberships in the Club will be issued in the name of one individual only.

C. The Company reserves the right to make special exceptions to the foregoing eligibility requirements in its discretion.

Article III.

MEMBERSHIP CATEGORIES AND PRIVILEGES

Section 3.01 Membership

A. The Company is currently offering memberships in the following categories: Mansion, Rabbit Hole, Grotto and Lounge. The membership and use privileges currently associated with each category of membership are set forth on Exhibit A hereto.

B. Each Member will fill in the correct information requested in its Membership Application. The Company must be notified in writing of any change of address, telephone number, e-mail address, or payment details. Failure to do so will constitute a waiver of the right to receive notices, bulletins and any other communications, and a violation of the Membership Plan.

C. Each Member authorizes the disclosure and release of information requested by the Company for investigating the Member’s qualifications for membership.

D. Member Welcome Package

a. The Company will provide each Member a “Welcome Package” upon their acceptance and admission into the Club. The “Welcome Package” will include a membership card, a key and other items the Company may, in its discretion, determine to give each Member.

b. The Company will issue a membership card and key to each Member (in the case

2 20180808 of a Corporate Member, to the Corporate Member Designee), subject to the terms hereof. Membership cards will include the Member’s name, account number, and category of membership. All Members may be asked to present their membership card when they check in at the Club or an Affiliate Club, and when charging food and beverages to its Club account. The Company requires each Member to carry the membership card at all times during visits to the Club. Members must notify the Company within twenty-four (24) hours of losing or misplacing their membership card.

c. A membership card may not be used by any person other than the person to whom it is issued. All activity and charges on a membership card are the obligation of the Member issued such card. Membership cards are not transferable. Any improper or unauthorized use of a membership card by a Member or Guest of such Member will be a violation of this Membership Plan and the Rules and Regulations and result in suspension of membership privileges and possible termination.

Section 3.02 Description of Membership Privileges

A Member will be entitled to use the Club Facility in accordance with the Member’s category of membership and the terms and conditions of the Membership Plan and the Rules and Regulations. All use privileges are subject to availability and to the payment of applicable membership fees and other charges. The membership and use privileges currently associated with each category of membership are set forth on Exhibit A hereto.

Section 3.03 Affiliate Club Privileges

Members will have such privileges (“Affiliate Club Privileges”) at other clubs (if any) with respect to which the Company or one of its affiliates has an arrangement permitting access by Members and designated by the Company periodically from time to time (individually, an “Affiliate Club” and collectively, the “Affiliate Clubs”). The terms, conditions, fees and other charges to exercise Affiliate Club Privileges, including, without limitation, reciprocal access availability and the terms of any discounts, will be as determined from time to time by the Company and/or its affiliates in their discretion.

Section 3.04 Membership Renewal; Election to Not Renew

A. Subject to the Member being in “Good Standing,” memberships will automatically renew on an annual basis at the same membership category. If a Member is not in Good Standing, renewals are not automatic and are reviewed by the Company on an annual basis in accordance with Section 5.02. The decision of the Company to allow or discontinue membership is final and without appeal. A Member is in “Good Standing” if the Member has not breached or violated the Membership Plan (including, without limitation, the timely payment of all membership fees and other charges and Section 10.01), the Membership Application, or the Rules and Regulations.

B. A Member may elect to not renew its membership by providing the Company written notice of that election no less than ninety (90) days prior to the automatic renewal date which, in most cases, will be the anniversary date of the Member’s admission to the Club.

Section 3.05 Upgrade of Membership

Subject to (i) the Member being in Good Standing and (ii) the requested category membership

3 20180808 being open and accepting additional members at such time, a Member may upgrade to a higher category of membership in the Club for which they are eligible upon written request to the Company, which request can be granted or denied in the Company’s discretion. In order to upgrade, the Member will pay the Company the difference between the Membership Fee then charged for the higher category of membership and the Membership Fee charged at the time of the upgrade for the Member’s current membership. The Company will issue to the Member the membership in the higher category and the Member’s current membership will be deemed to have been resigned. The Member will promptly execute and deliver such documents as the Company will require in connection with the upgrade.

Section 3.06 Freeze

Subject to the Member being in Good Standing, a Member may request that their membership be placed on hold (a “freeze”) upon written request to the Company, which request can be granted or denied in the Company’s discretion. If the freeze is granted by the Company, during the freeze period, the Member may not use the Club or any of its programs or services or have access to the Club Facility or an Affiliate Club. The Member will be charged a fee of $1,000 for each month that the membership is frozen. No retroactive freezes are permitted.

Section 3.07 Rules and Regulations and Policies

A. In order to enhance the recreational and social pleasure of Members and their Guests, the Company reserves the right to establish, amend or modify rules, regulations, policies, guidelines, or systems governing use, access or reservation of the Club Facility.

B. Each Member agrees to be bound by and will comply with the Rules and Regulations. A copy of the current Rules and Regulations are available upon request.

C. The respective owners and operators of the Affiliate Clubs reserve the same rights with respect to their clubs. Each Member will comply with any rules, regulations, policies, guidelines, or systems governing use, access or reservation of an Affiliate Club.

Article IV.

GUEST PRIVILEGES Section 4.01 Guest Privileges

A. In accordance with the Member’s category of membership, Members are permitted to bring with them a certain number of guests (all of whom must be above the age of 21) to the Club Facility (“Guests”). The number of guests currently permissible for each membership category is set forth on Exhibit A hereto; provided, that the Company or the Club Facility Operator may amend such number in its respective discretion without prior notice to Members.

B. Notwithstanding the prescribed number of guests permitted for each membership category, a Member may request that additional Guests be admitted to the Club Facility upon request to the Club Facility Operator, which request can be granted or denied in the Club Facility Operator’s discretion. If the Club Facility Operator grants the Member’s request for additional Guests, the Club Facility Operator may require that the Member pay an additional fee (which amount will be determined by the Club Facility Operator in its discretion) for each additional Guest.

4 20180808 C. Usage by Guests is subject to the provisions of the Rules and Regulations and the guest policies in effect from time to time. A Member’s Guest(s) may not enter the Club Facility without that Member being present. Members may not allow their Guests to remain in the Club Facility when they leave the Club Facility. Members are responsible for ensuring their Guests follow the Rules and Regulations and can face suspension or termination of membership if Guests violate those Rules and Regulations.

Section 4.02 Certain Responsibilities of a Member

Each Member will be responsible for the payment of all charges and fees incurred by, and the actions and conduct of, the Member’s Guests.

Article V.

MEMBERSHIP APPLICATION

Section 5.01 Application Procedure

Each person or entity who desires to become a Member of the Club will deliver to the Membership Director of the Company, a fully completed and signed membership application (the “Membership Application”) in the form provided by the Company together with the required “One-Time Initiation Fee” (as defined in Section 6.01).

Section 5.02 Review Process

All applicants desiring a membership must be approved by the Company. The Company will have the right, in its discretion, to accept or reject any applicant for membership for any reason, provided, that the Company will not discriminate against any applicant because of the applicant’s race, color, religion, sex, sexual orientation, national origin, age, handicap or marital status. The Company will notify the applicant of acceptance or rejection by providing notice to the applicant. In the event an applicant is not accepted for membership, the applicant will receive a refund of any amount previously paid, without interest.

Article VI.

INITIAL MEMBERSHIP FEE & ANNUAL RENEWAL FEE

Section 6.01 Annual Membership Fee Required

Each person or entity who desires to become a member will be required to pay an initial membership fee (the “Initial Membership Fee”) in an amount established by the Company and specified in the Membership Application, unless otherwise determined by the Company. The Company reserves the right in its discretion to change the amount of the Initial Membership Fee for memberships in any given category from time to time.

Section 6.02 Annual Renewal Fee

Commencing on the first anniversary of a Member’s admission into the Club and on each anniversary thereafter, each Member will be required to pay within ten (10) days of such Member’s anniversary an annual

5 20180808 renewal fee (the “Annual Renewal Fee”) in an amount established by the Company and specified in the Membership Application, unless otherwise determined by the Company. The Company reserves the right in its discretion to change the amount of the Annual Renewal Fee for memberships in any given category from time to time.

Section 6.03 Membership Payment

Upon approval or renewal of a Member’s membership, the applicable Initial Membership Fee and/or the Annual Renewal Fee becomes payable in accordance with the Membership Application. By providing the Company with payment details, each Member accepts and consents to being charged the Initial Membership Fee and the Annual Renewal Fee in the form requested by the Company upon the approval or renewal of a Member’s application. Failure to pay the Initial Membership Fee or the Annual Renewal Fee within one (1) month of the due date after being notified by the Company will result in the Member not being admitted to the Club Facility or any Affiliate Clubs, and the membership being terminated.

Section 6.04 No Refund of Initial Membership Fee or Annual Renewal Fee

Neither the Initial Membership Fee nor any Annual Renewal Fee paid by Members is refundable under any circumstances, unless otherwise expressly provided herein or in the Membership Application.

Article VII.

FEES AND OTHER CHARGES

Section 7.01 Billing Policy and Billings

A. The Annual Maintenance Fees will be billed in accordance with the Member’s Membership Application on an annual basis in advance, unless otherwise determined by the Company.

B. Membership fees and other charges will be billed and paid by the credit card or debit card set forth in the Member’s Membership Application.

C. Members agree to pay directly to the Company any amounts not paid by the credit or debit card company or received from the bank or other financial institution account as contemplated hereby within ten (10) days of receipt of written notice from the Company. If payment is not received within ten (10) days of when the amount is first billed, the account will be considered delinquent and a late payment charge per annum determined by the Company from time to time (but not to exceed the maximum amount permitted by law) will begin to accrue from the date the amount became delinquent until payment in full. Members having past due bills may be charged a reinstatement fee at the discretion of the Company to reactivate an account once it is deemed delinquent. Continued delinquency for a period of thirty (30) days from the date an account is first billed or repeated incidents of delinquency by a Member may result in termination of membership.

Section 7.02 Collections

If the account of any Member is delinquent, the Company may at its option take whatever action it deems necessary to effect collection. If the Company commences any legal action to collect any amount owed by any Member or to enforce any other liability of any Member to the Company, and if judgment is

6 20180808 obtained by the Company, the Member will also be liable for all costs and expenses of such legal action and reasonable attorneys’ fees (including any fees required in connection with appellate proceedings), as well as all costs incurred in connection with the collection of such amount.

Section 7.03 Payment of Fees and Expenses by Resigned Member

A resigned Member will be obligated to continue to pay membership fees and other charges associated with the resigned membership through the month in which the resignation becomes effective and a resigned Member will be permitted to use the Club Facility until the end of the month in question.

Article VIII.

RESIGNATION; TRANSFER OF MEMBERSHIP

Section 8.01 Resignation

Should a member desire to resign from the Club, the Member will be required to give thirty (30) days’ prior written notice to the Company. Resignation of a Member is irrevocable, unless otherwise determined by the Company. No resignation will become effective unless and until all amounts owed to the Company have been paid in full. Membership fees and other charges previously paid by a resigning Member are not refundable under any circumstances, unless otherwise expressly provided herein or in the Membership Application.

Section 8.02 Transfer of Individual Membership

A. An individual Member has the right to request the transfer of his or her membership to a person who submitted a Membership Application and has been approved for membership in the Club. The transfer of the membership is subject to the Company’s approval and the payment of a transfer fee in an amount determined by the Company, as well as any amount outstanding on the transferring Member’s Club account.

B. An individual Member also has the right to request the transfer of a substitute Corporate Membership to a bona fide legal business entity designated by the Member, of which the Member is a director, officer, partner, shareholder, member, manager or employee. The transfer of the membership as aforesaid is subject to the approval of the Company and the payment of a transfer fee determined by the Company, as well as any amount outstanding on the transferring Member’s Club account.

Section 8.03 Transfer of Corporate Membership

A Mansion or Rabbit Hole membership, in substitute for a Corporate Membership, can be transferred to a designee of the Corporate Member, subject to a request therefor and the approval of the Corporate Member and the Company. A transfer pursuant to this paragraph will be subject to the payment of a transfer fee determined by the Company, as well as any amount outstanding on the transferring Corporate Member’s Club account.

7 20180808 Article IX.

CLUB OPERATIONS

Section 9.01 Management and Operation

The Club Facility Operator owns and operates the Club Facility. As a result, the Club Facility Operator and its designees are solely responsible for the governance and administration of the Club Facility, which includes establishing rules and regulations and controlling the management and affairs of the Club Facility and the Club. The Company will have the exclusive authority to accept Members, set membership fees and impose other fees and charges. Any complaints or issues by Members and/or their Guests will be resolved between such Member and the Club Facility Operator’s staff.

Article X.

DISCIPLINARY PROCEDURE; SUSPENSION; TERMINATION

Section 10.01 Conduct

Members are responsible for their own conduct and for the conduct of their Guests. Any Member whose conduct (or the conduct of such Member’s Guests) will be deemed by the Company or the Club Facility Operator to be likely to endanger the welfare, safety, harmony or good reputation of the Company, the Club, or its Members or their enjoyment of the Club or Club Facility, or is unlawful or otherwise improper, may be reprimanded, fined, suspended or terminated from the Club and have all privileges associated with such Member’s membership suspended or terminated by the Company. The Company will be the sole judge of what constitutes improper conduct, but improper conduct will include, without limitation: (i) failure to timely pay amounts owed to the Company; (ii) acting in a manner incompatible with the standard of conduct of the existing membership or which would likely injure the reputation of the Company, the Club, or its Members; and (iii) violating any of the Rules and Regulations or any term or provision of the Membership Plan or the Membership Application.

THE CLUB HAS A “ZERO TOLERANCE POLICY” FOR ANY PHYSICAL OR VERBAL ASSAULTS, HARASSMENT, ABUSE OR DISPARAGEMENT AT THE COMPANY’S SOLE DISCRETION. THIS ZERO TOLERANCE POLICY APPLIES TO ALL MEMBERS AND THEIR GUESTS.

NO MEMBER OR ANY GUEST SHALL PHSYICALLY OR VERBALLY ASSAULT, HARASS, ABUSE OR DISPARAGE ANY OF THE BUNNIES, THE BUNNY MOTHER OR ANY OTHER STAFF WORKING AT THE CLUB FACILITY.

Section 10.02 Suspension

If the Company or the Club Facility Operator determines in its sole discretion that the conduct of the Member (or one or more of a Member’s Guests) has been improper, the Company may suspend or restrict such Member’s membership privileges for any period of up to twelve (12) months (provided, that if the suspension is due, in whole or in part, to the failure to timely pay the Member’s Club account, the suspension can remain in effect until the Club account has been paid in full) or until that Membership Year has terminated (whichever is earlier), and/or may suspend or terminate the Member’s right to allow an offending Guest from utilizing such Member’s membership privileges or from entering the Club Facility.

8 20180808 No Member will be entitled to any refund of any membership fees or any other amount due to the suspension or restriction of any privileges of membership.

Section 10.03 Termination

A. The Company reserves the right in its sole discretion to terminate any person’s or entity’s status as a Member at any time if the Member through its own or its Guests’ actions, representations, behavior, or communications (i) breaches or violates the Membership Plan, the Membership Application, or the Rules and Regulations or (ii) is deemed to be injurious to the Company, the Club Facility Operator, the Club, their images or their objectives. If a Member’s membership status is terminated pursuant to this Section 10.03(A), (i) the Company will have no further obligations to the Member; (ii) the Member will immediately forfeit its membership privileges; (iii) the membership fees paid will not be refunded under any circumstances; and (iv) the Member will remain liable for all outstanding membership fees and other charges incurred prior to the termination date for that Membership Year. All membership privileges will cease upon termination and the obligation to pay additional fees or charges will end; provided, that the Member will remain liable for all outstanding membership fees and other charges incurred prior to the termination date.

B. A terminated Member may not be a Guest of a then-current Member.

Article XI.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 11.01 Personal Property

Each Member, as a condition of membership, and each Guest, as a condition of invitation to enter or use the Club Facility, assumes sole responsibility for his or her property. Any such personal property which may have been left at the Club Facility may be disposed of. Neither the Company nor the Club Facility Operator (and none of their respective officers, directors, agents, subsidiaries, joint ventures, contractors, employees, and representatives) will be liable to any Member or Guest for any and all loss, damage, or injury suffered by him or her or their property howsoever caused.

Section 11.02 Responsibility for Damages

A. Each Member will be responsible for all acts, errors, or omissions of the Member and such Member’s Guests in connection with their use of the Club Facility and Affiliate Clubs, or otherwise relating to such Member’s membership privileges. Each Member will be liable for all claims, losses, damages, and costs and other liability (collectively, “Claims”) to the extent caused by such Member, or such Member’s Guests in their respective use of, or presence on or about, the Club Facility, Affiliate Clubs, or otherwise relating to such Member’s membership privileges.

B. Each Member agrees to indemnify, defend (with counsel reasonably acceptable to the Company), and hold the Company, the Club Facility Operator and their respective affiliates, their respective successors and assigns, and their respective shareholders, partners, directors, officers, members, managers, employees, representatives and agents (collectively, the “Indemnified Parties”), free and harmless from, against and with respect to all such Claims of any kind or nature whatsoever, now or any time hereafter, arising out of or in any way relating to any and all injuries and damages of any and every kind, to both person and property, and also any and all injuries and damages that may develop in the future,

9 20180808 including reasonable attorneys’ fees, made by any third party.

Section 11.03 Assumption of Risk

Any Member or other person who, in any manner, makes use of or accepts the use of any apparatus, appliance, facility, privilege, or service whatsoever owned, leased, operated, or arranged by the Company, the Club Facility Operator, or by an owner or operator of an Affiliate Club, either on or off the Club premises or an Affiliate Club’s premises, will do so at his or her own risk. Each Member will release and hold the Indemnified Parties harmless from and with respect to any and all loss, cost, claim, injury, damage, or liability sustained or incurred by him or her, resulting therefrom, arising out of or incident to membership in the Club (including any privilege or service operated or arranged by the Company or the Club Facility Operator) and/or from any act or omission of any of the Indemnified Parties.

Section 11.04 Release

If a Member has a dispute with one or more other Members and/or other Member’s Guests, the Member will release the Indemnified Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Section 11.05 Other Clubs

The membership services are controlled by the Company from its offices in the U.S. The Company makes no representation or warranty that the services made available in connection therewith is legal, appropriate, or available for use in other locations. Those who choose to access the membership services available at other locations do so at their own risk and are responsible for compliance with any and all local laws, rules, and regulation, if and to the extent local laws, rules, and regulations are applicable.

Article XII.

GENERAL PROVISIONS

Section 12.01 Confidentiality

Each Member will, and will cause its affiliates, representatives and Guests to, hold, in confidence any and all confidential or proprietary information, whether written or oral, concerning the Company, the Club Facility Operator, the Club, the Club Facility, the identity of the other Members, any events or services provided by the Club or the Club Facility Operator, and the terms of the Membership Plan, the Membership Application and the Rules and Regulations (“Confidential Information”); except (A) to the extent the Member can show that such Confidential Information (i) is generally available to and known by the public through no fault of such Member, any of its affiliates or their representatives or (ii) is lawfully acquired by such Member, any of its affiliates or their representatives from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (B) to the respective Member’s counsel or accountants. Confidential Information will not be copied, reproduced in any form, or stored in any retrievable system or database by a Member without the prior written consent of the Company. If any Member or any of its affiliates, Guests or their respective representatives are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of law, such Member will promptly notify the Company in writing and will disclose only that portion of such Confidential Information which the Member is advised by its legal counsel in writing

10 20180808 is legally required to be disclosed; provided, that such Member will use its reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information.

Section 12.02 Amendment

The Company reserves the right, in its discretion, to (i) terminate, amend, modify or supplement the Membership Plan and the Rules and Regulations; (ii) reserve membership; (iii) add, issue, modify, terminate or discontinue the offering of any type, category or class of membership; (iv) discontinue operation of any or all of the Facilities; and (v) make any other changes in the terms and conditions of membership or in the Club Facility available for use by Members.

Section 12.03 Members’ Acknowledgment

A. Membership in the Club permits the Member to use the Club Facility and the Affiliate Clubs in accordance with the Membership Plan, the Rules and Regulations and the Member’s category of membership.

B. Membership in the Club is not an investment in the Company, the Club Facility Operator, their respective affiliates, the Club Facility or the Affiliate Clubs and does not give a Member a vested or prescriptive right or easement to use the Club Facility or the Affiliate Clubs. Membership in the Club does not provide a Member with an equity interest or any other property interest in the Company, the Club Facility Operator, their respective affiliates, the Club Facility or the Affiliate Clubs.

C. A Member is granted only a non-exclusive, limited, revocable license to use the Club Facility and the Affiliate Clubs in accordance with the terms and conditions of the Membership Plan, the Rules and Regulations and the Membership Application.

D. All rights and privileges of a Member pursuant to the Membership Plan, the Rules and Regulations and the Membership Application are subordinate to the lien of any mortgage or deed of trust encumbering the Club Facility from time to time.

E. Memberships in the Club are being offered exclusively for the purpose of permitting Members the recreational use of the Club Facility. Memberships should not be viewed as an investment and no Member should expect to derive any economic benefits or profit from membership in the Club. No federal or state authority has passed upon or endorsed the merits of the Membership Plan, the Membership Application, the Rules and Regulations or any of the other membership documents.

F. The owners and operators from time to time of Affiliate Clubs reserve the right in their discretion to discontinue operation of any or all of the facilities thereat and to make any changes in the facilities at the Affiliate Clubs available to or the use thereof by the Members.

Section 12.04 Termination or Discontinuance of the Club Facility

In the event of the permanent discontinuance of operation of all of the Facilities within the first three (3) years of the Member’s acceptance into the Club, the Company will, upon written request from the Member, refund a pro rata amount to the Member calculated as follows: the product of (x) 1/36 of the Member’s Initial Membership Fee multiplied by (y) the difference of (A) thirty-six months and (B) the number of months of such Member’s membership in the Club preceding the permanent discontinuance of

11 20180808 operation of all of the Facilities, without interest, less any amount owed to the Company. Such refund payment will be made by the Company to the Member within sixty (60) days after the Company receives the written request.

Section 12.05 The Company’s Discretion

With respect to any determination, approval, decision or judgment of the Company, any affiliate of the Company, the Club Facility Operator, or any owner or operator of an Affiliate Club hereunder or under the Rules and Regulations, such determination, approval, decision or judgement will, except as otherwise expressly set forth in the Membership Plan or the Rules and Regulations, as the case may be, be in the sole and absolute discretion of the party in question and will be final. All uses of the word “discretion” in the Membership Plan or the Rules and Regulations will mean sole and absolute discretion.

Section 12.06 Governing Law

The Membership Application, the Membership Plan and the Rules and Regulations will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

Section 12.07 Agreement to Arbitrate all Disputes. IN THE EVENT OF ANY DISPUTE BETWEEN THE MEMBER AND THE COMPANY OR THE CLUB FACILITY OPERATOR RELATED TO THE MEMBERSHIP APPLICATION, THE MEMBERSHIP PLAN, OR THE RULES AND REGULATIONS, THE MEMBER, THE COMPANY AND THE CLUB FACILITY OPERATOR CONSENT TO ARBITRATE THAT DISPUTE BEFORE A SINGLE ARBITRATOR UNDER THE THEN CURRENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN A LOCATION WITHIN THIRTY (30) MILES OF THE CLUB. THE ARBITRATOR WILL INTERPRET AND DETERMINE THE VALIDITY OF THE ARBITRATION PROVISION, INCLUDING UNCONSCIONABILITY. IF THE ARBITRATOR FINDS THAT THE ARBITRATION AGREEMENT IS UNENFORCEABLE, IN WHOLE OR PART, THE ENTIRE ARBITRATION PROVISION WILL BE NULL AND VOID AND NO PARTY MAY FILE THE ACTION IN COURT.

Section 12.08 Prevailing Party. In the event the Member commences an arbitration or other action against the Company or any of its affiliates (including the Club Facility Operator) and fails to obtain judgment or receive partial judgment, the Member Applicant will be liable to the Company for all costs and expenses the Company or its affiliates incur in the defense of the action or any claims on which the Member Applicant did not prevail, including reasonable attorneys’ fees.

12 20180808 EXHIBIT A

Membership Categories and Privileges

20180808 Mansion - $100,000

Annual Membership Benefits

VIP Access to Playboy Club NYC for Member and their guests Personalized Playboy Club Membership Card Iconic Playboy Key giving entry into The World of Playboy and its Member Only Events Complimentary dinner for 4 (twice per year) at the Playboy Club NYC Cocktail master class for 10 people hosted by the Playboy Bunnies and Playboy Mixologist 2 complimentary tickets to the Exclusive Playmate of the Year Event in NYC 2 complimentary tickets to Playboy Haunted Mansion Halloween Party Event in NYC 4 complimentary tickets to the Playboy Club NYC Movie Night with the Playboy Bunnies Access to Playboy Club London VIP access to Private Whiskey Lounge within Playboy Club NYC 5 complimentary bottles per annum to be used by Member anytime within Playboy Club NYC 2 complimentary tickets to Playboy New Year's Eve Party 2 complimentary tickets to Playboy Masquerade Ball 2 complimentary tickets to Playboy Midsummer Night's Dream Party 4 complimentary tickets to Bunny Bowl Viewing Party for Super Bowl 5 complimentary hotel nights at Cachet Boutique Hotel NYC Access to Rabbit Hole, the exclusive Members Only Luxurious Speakeasy within Playboy Club NYC 4 complimentary tickets to Cooper Hefner's Birthday and Exclusive Playmate Event $5,000 food and beverage credit to be used within Playboy Club NYC Private Complimentary Cocktail party once a year for Member and 15 guests in the Rabbit Hole Chauffer service to and from Playboy Club 10 VIP Sports Tickets per annum in the Playboy Seats for either the US Open, Giants, Jets, Knicks or Rangers games Use of Playboy Club London box at Ascot Racecourse in England 4 complimentary tickets each year at the Playboy Super Bowl Party in the host city $5,000 gaming chip for Playboy Casino London 10 additional complimentary hotel nights at Cachet Boutique Hotel NYC Additional $20,000 food and beverage credit to be used within Playboy Club NYC VIP Table for 4 at all Playboy Events, with bottle service Available Facilities for Mansion Members: • Playboy Bar; Royal Lounge; Hef Lounge; Grotto Lounge; Mansion Lounge; Rabbit Hole; Black Box (During Playboy Themed Events); # of Guests that may accompany a Mansion Member – 7 (Seven).

20180808 Rabbit Hole - $25,000

Annual Membership Benefits VIP Access to Playboy Club NYC for Member and their guests Personalized Playboy Club Membership Card Iconic Playboy Key giving entry into The World of Playboy and its Member Only Events Complimentary dinner for 4 (twice per year) at the Playboy Club NYC Cocktail master class for 10 people hosted by the Playboy Bunnies and Playboy Mixologist 2 complimentary tickets to the Exclusive Playmate of the Year Event in NYC 2 complimentary tickets to Playboy Haunted Mansion Halloween Party Event in NYC 4 complimentary tickets to the Playboy Club NYC Movie Night with the Playboy Bunnies Access to Playboy Club London VIP access to Private Whiskey Lounge within Playboy Club NYC 5 complimentary bottles per annum to be used by Member anytime within Playboy Club NYC 2 complimentary tickets to Playboy New Year's Eve Party 2 complimentary tickets to Playboy Masquerade Ball 2 complimentary tickets to Playboy Midsummer Night's Dream Party 4 complimentary tickets to Bunny Bowl Viewing Party for Super Bowl 5 complimentary hotel nights at Cachet Boutique Hotel NYC Access to Rabbit Hole, the exclusive Members Only Luxurious Speakeasy within Playboy Club NYC 4 complimentary tickets to Cooper Hefner's Birthday and Exclusive Playmate Event $5,000 food and beverage credit to be used within Playboy Club NYC Private Complimentary Cocktail party once a year for Member and 15 guests in the Rabbit Hole Chauffer service to and from Playboy Club

Available Facilities for Rabbit Hole Members: • Playboy Bar; Royal Lounge; Hef Lounge; Grotto Lounge; Mansion Lounge; Rabbit Hole; Black Box (During Select Playboy Themed Events); # of Guests that may accompany a Rabbit Hole Member – 5 (Five).

20180808 Grotto - $10,000

Annual Membership Benefits

Available Facilities for Grotto Members: • Playboy Bar; Royal Lounge; Hef Lounge; Grotto Lounge; Mansion Lounge; Black Box (During Select Playboy Themed Events); # of Guests that may accompany a Grotto Member – 5 (Five).

20180808 $5,000 - Lounge

Annual Membership Benefits

Available Facilities for Lounge Members: • Playboy Bar; Royal Lounge; Hef Lounge; Grotto Lounge; Mansion Lounge; Rabbit Hole; Black Box (During Playboy Themed Events); # of Guests that may accompany a Lounge Member – 3 (Three).

20180808