Exhibit 10.15


 





Crackle Holdings, L.P.



Treatment of Unvested Class B Units 


 


, 2021


 


As you may know, Crackle Holdings GP LLC (the “General
Partner”), being the general partner of Crackle Holdings, L.P. (the “Partnership”), has begun the process
of an initial public offering (if consummated, the “IPO”) and, in connection therewith, has selected Snap One Holdings
Corp. (f/k/a Crackle Corp.), a direct wholly-owned subsidiary of the Partnership (the “Company”), for purposes of undertaking
the IPO. In connection with the IPO, and pursuant to the terms of the Partnership Agreement (as defined below) to which you are party,
the General Partner will cause the Partnership to exchange your unvested Class B Units (the “Unvested Units”) granted
under the Partnership’s 2017 Class B Unit Incentive Plan (as amended from time to time, the “2017 Plan”), if
any, for unvested shares of common stock of the Company (“shares of Restricted Stock”), if and when the IPO occurs
(the “Exchange”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended
and Restated Limited Partnership Agreement of the Partnership, dated as of August 4, 2017 (as amended, restated, supplemented or otherwise
modified from time to time, the “Partnership Agreement”).


 


What will you receive? You will receive shares of Restricted
Stock in exchange for your Unvested Units. These shares of Restricted Stock will be stock of the same class of shares that will become
publicly traded following the IPO and will be subject to restrictions on transfer and vesting as described below. As is the case with
your Class B Units, the shares of Restricted Stock will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly, even once the shares of Restricted Stock have vested, they may not be sold or transferred except pursuant
to an effective registration statement under the Securities Act or pursuant to an applicable exemption therefrom.


 


The number of shares of Restricted Stock you will receive will be determined
taking into account the aggregate value of your Unvested Units immediately prior to the Exchange, based on the distribution priorities
and terms applicable to the various classes of units of the Partnership, in each case, calculated by the General Partner pursuant to and
in accordance with the Partnership Agreement, and the price at which shares of Common Stock of the Company are initially offered to the
public in connection with the IPO (the “IPO Price”). The number of shares of Restricted Stock you receive in exchange
for your Unvested Units will each be rounded up or down to the nearest whole Share, and any fractional Shares will be settled in cash
by the Company at a later date. Your shares will be held at an account in your name with the transfer agent in book-entry form.


 


You will also receive cash equal to $        per Unvested Unit in lieu of
participation in the tax receivables agreement that will be entered into between the Company and certain Partnership unitholders in connection
with the IPO (the “Additional Payment”).


 


If your position with the Company is below the Executive Vice President-level
(a “Non-Executive”), you will receive the Additional Payments payable with respect to your Unvested Units at the same
time as the Exchange.


 


If your position with the Company is at or above the Executive
Vice President-level (an “Executive”), then only Additional Payments payable with respect to Class B-1 Units of
the Partnership (“Class B-1 Units”) that are scheduled to vest by October 31, 2022 pursuant to the time-vesting
schedule applicable to such Class B-1 Units as of immediately prior to the Exchange will be paid to you at the same time as the
Exchange. All other Additional Payments with respect to Class B-1 Units will be held in escrow, subject to the same vesting
conditions as the Restricted Stock received in exchange for the Class B-1 Units; provided that such vesting schedule shall be
accelerated by a certain number of days equal to number of days following the Exchange to October 31, 2022. Additional Payments with
respect to any Class B-2 units of the Partnership (“Class B-2 Units”) will be held in escrow subject to the
vesting conditions of the Restricted Stock received in exchange for such B-2 Units, as described in Appendix A. Notwithstanding the
foregoing, in the event your employment is terminated as a result of your death or Disability (as defined in the Company’s
2021 Stock Incentive Plan), any remaining Additional Payments payable to you with respect to your Class B-1 and Class B-2 Units
shall immediately vest.


 






     


    2


    

 


When can you sell your Shares of Restricted Stock? The shares
of Restricted Stock generally cannot be sold until the date that is the later of (i) the date on which such shares of Restricted Stock
vest and (ii) twelve (12) months if you are a Specified Stockholder (as listed below) or one hundred and eighty (180) days if you are
not a Specified Stockholder following the closing date of the IPO, subject to the Company’s then effective insider trading policy.
The following individuals are “Specified Stockholders”: David Moore, Galen Paul Hess Jr., Jeff Dungan, Jeff Hindman, John
Heyman, Joshua Ellis, Michael Carlet, and Ryan Marsh.


 


What vesting conditions will apply to the Shares of Restricted Stock?


 


The shares of Restricted Stock you receive in exchange for your Unvested
Units will be subject to the vesting terms that apply to such Unvested Units, as further described
in (and, solely as to Class B-2 Units, as modified by) the attached Exchange Acknowledgement and Agreement.


 


Will my restrictive covenants continue to apply? Yes, your obligations
under the Non-Interference Agreement referenced and defined in your Class B Unit Award Agreement(s) will continue to apply following the
Exchange, and may be enforced by the Company following the Exchange.


 


What must you do now? To facilitate the IPO process and the
Exchange of your Unvested Units, you must execute the attached Exchange Acknowledgement and Agreement. We strongly encourage you to
read these documents, and, if you have questions, consult with your own legal, financial, and tax advisors about the consequences of the
Exchange. 


 


After you execute the Exchange Acknowledgement and Agreement, please
send signed copies of the agreement(s) to         no later than            , 2021.


 


U.S. Federal Income Tax Treatment of the Exchange. The Company
intends to take the position that the Exchange should not result in taxable income to you for U.S. federal income tax purposes, except
with respect to any cash received in connection with the Exchange, as described below. The Exchange is expected to be treated, for U.S.
federal income tax purposes, as a distribution to you of shares of Common Stock of the Company by the Partnership in redemption of your
Unvested Units. Accordingly, your tax basis and holding period, if any, in your Unvested Units should carry over to your shares of Restricted
Stock, except that your basis will be reduced by the amount of cash received at the time of the Exchange or with respect to which a section
83(b) election is made, as described below, and your subsequent disposition of such shares (after vesting) should generally result in
a capital gain (or loss) in an amount equal to the difference between the amount you realize on the disposition and your tax basis in
the shares of Restricted Stock that are disposed of. Long-term capital gains recognized by individuals are generally eligible for reduced
rates of taxation. Furthermore, the deductibility of capital losses is subject to limitations. The foregoing assumes you will make an
election as required in the Exchange Acknowledgement and Agreement under section 83(b) of the Internal Revenue Code with respect to the
shares of Restricted Stock and that the shares of Restricted Stock you receive in the Exchange are of equivalent value to your Unvested
Units.


 






     


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U.S. Federal Income Tax Treatment of the Additional Payments.
Any cash you receive at the time of the Exchange pursuant to this agreement is expected to be taxable income to you as capital gain to
the extent the cash received exceeds your outside basis in your Partnership interest. Your basis in the shares of Restricted Stock you
receive in the Exchange will be reduced by the amount of such cash. If you are an Executive, the portion of the cash payment that is placed
in escrow is not expected to be treated as currently received and therefore would not be subject to tax on a current basis and will not
reduce your basis in your shares of Restricted Stock. When you actually receive the cash in escrow, the cash will be taxed as ordinary
income to you. The Company intends to take the position that you may make a section 83(b) election with respect to all or a portion of
the amount of cash held in escrow. If you choose to make a section 83(b) election on the escrowed cash, you would be subject to current
taxation as capital gain to the extent the cash exceeds your outside basis in your Partnership interest and your basis in your shares
of Restricted Stock would be reduced by the amount of such cash. You would not be subject to tax on the cash when it is actually received,
but you would not be able to claim a tax loss if such cash is forfeited. You should consult your tax advisors regarding the application
of the U.S. federal income tax laws to your particular situation, including the impact of the section 83(b) election as well as any tax
consequences arising under the laws of any state, local or foreign taxing jurisdiction.


 


The shares of Restricted Stock you receive in the Exchange will
be in exchange for, and will supersede in all respects, the Unvested Units, which will be cancelled and cease to exist immediately upon
the Exchange. Except as expressly set forth in the Exchange Acknowledgement and Agreement, your rights and obligations under the 2017
Plan, your Class B Unit Award Agreement(s), the Partnership Agreement and any other documents or agreements with respect to the Unvested
Units or the Partnership will terminate immediately following the Exchange.


 


We look forward to beginning this new, exciting chapter as a public
company. 


 


Sincerely, 


 


John Heyman


 






     


    


    

 


EXCHANGE ACKNOWLEDGEMENT AND AGREEMENT


 


This Exchange Acknowledgement
and Agreement (this “Agreement”) is made effective as of                    , 2021 (the “Effective Date”), by and among
Crackle Holdings, L.P., a Delaware limited partnership (the “Partnership”), Crackle Holdings GP LLC, a Delaware limited
liability company and the general partner of the Partnership (the “General Partner”), Snap One Holdings Corp. (f/k/a
Crackle Corp.), a Delaware corporation and direct wholly-owned subsidiary of the Partnership (the “Company”), and the
management unitholder identified on the signature page attached hereto (“Management Unitholder”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).


 


WHEREAS, Management Unitholder
holds a number of unvested Class B Units of the Partnership (the “Exchanged Units”), in each case as specified in the
Equity Schedule set forth on the signature page hereto, which Exchanged Units are subject to the Amended and Restated Limited Partnership
Agreement of the Partnership, dated as of August 4, 2017 (as amended, restated, supplemented or otherwise modified from time to time,
the “Partnership Agreement”), the Partnership’s 2017 Class B Unit Incentive Plan (as amended from time to time,
the “2017 Plan”) and one or more Class B Unit Award Agreements, including any exhibits attached thereto (collectively,
the “Unit Equity Agreements”);


 


WHEREAS, in connection with
the initial public offering of the Company (the “IPO”), the General Partner will cause all of the Exchanged Units to
be exchanged for unvested shares of common stock, par value $0.01, of the Company (the “shares of Restricted Stock”),
effective immediately after the execution and delivery by the Company of the underwriting agreement relating to the IPO (the “Exchange
and, the date of such Exchange, the “Exchange Time”), upon the terms and subject to the conditions set forth herein
and as otherwise determined by the General Partner;


 


WHEREAS, prior to the IPO, the
Company and the Partnership will enter into a tax receivable agreement (the “Tax Receivable Agreement”) whereby the
Company will agree to make payments with respect a portion of the tax savings of the Company as a result of certain pre-IPO tax attributes;


 


WHEREAS, the Partnership will
distribute its rights under the Tax Receivable Agreement to certain unitholders, and a cash payment to other holders, including the Management
Unitholder, equal to the fair market value of the Management Unitholder’s pro rata interest in the Tax Receivable Agreement in lieu
of rights under the Tax Receivable Agreement; and


 


WHEREAS, at the Exchange Time,
pursuant to the Exchange, the Exchanged Units will be redeemed and will be cancelled and cease to exist and, in exchange therefor, Management
Unitholder shall receive a number of shares of Restricted Stock determined by the General Partner, based on the price at which Shares
are initially offered to the public in connection with the IPO (the “IPO Price”), as described herein and subject to
the terms and conditions hereof, including, Appendix A attached hereto.


 


NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto acknowledge and agree as follows:


 


1.       Exchange
of Exchanged Units. 


 


(a)       Subject
to the terms and conditions set forth herein and effective as of the Exchange Time, the General Partner will cause the Exchanged
Units to be redeemed and cancelled in exchange for a number of shares of Restricted Stock, as determined in accordance with the
Partnership Agreement. Once the IPO Price is conclusively determined, the actual number of shares of Restricted Stock to be received
will be determined and the Company will communicate such final number to the Management Unitholder.


 






     


     


    

 


(b)       Management
Unitholder shall receive cash equal to $ per Exchanged Unit (the “Additional Payment”). Additional Payments shall be
distributed to the Management Unitholder as follows:


 


(i) If the Management Unitholder’s
position with the Company (or applicable affiliate thereof) is below the Executive Vice-President level (a “Non-Executive Management
Unitholder”), the entire Additional Payment shall be distributed by the Partnership to the Management Unitholder on or prior
to the closing date of the IPO.


 


(ii) If the Management Unitholder’s
position with the Company (or applicable affiliate thereof) is at or above the Executive Vice-President level (an “Executive
Management Unitholder”), the portion of the Additional Payment with respect to Class B-1 Units of the Partnership (“Class
B-1 Units”) held by the Management Unitholder that are scheduled to vest by October 31, 2022 (the “Acceleration Date”)
pursuant to the time-vesting schedule applicable to such Class B-1 Units as of immediately prior to the Exchange Time, shall be distributed
by the Partnership to the Executive Management Unitholder on or prior to the closing date of the IPO. Any remaining portion of the Additional
Payment to an Executive Management Unitholder with respect to the Class B-1 Units or Class B-2 Units shall be held in escrow subject to
the same vesting conditions set forth in Appendix A attached hereto for the shares of Restricted Stock with which such Additional
Payment is associated, except that (a) in the event the Management Unitholder’s employment is terminated as a result of the Management
Unitholder’s death or Disability (as defined in the Company’s 2021 Stock Incentive Plan), any then-unvested and outstanding
portion of the Additional Payment shall immediately vest upon such termination, (b) the vesting conditions applicable to the portion of
the Additional Payment received with respect to the Class B-1 Units shall be accelerated by a certain number of days, with such number
of days equal to the number of days following the closing date of the IPO to the Acceleration Date, and (c) in the event that any unvested
shares of Restricted Stock are forfeited, any remaining portion of the Additional Payment with respect to such shares shall be forfeited
to the TRA Parties (as defined in the Tax Receivable Agreement). With respect to each vested portion of the Additional Payment, within
five business days following the end of the quarter in which the applicable portion of the Additional Payment vested, such vested portion
of the Additional Payment shall be distributed from escrow to the Executive Management Unitholder pursuant to the terms and conditions
set forth in the escrow agreement to be entered into by the Company and an escrow agent prior to the Additional Payment.


 


(c)       Effective
as of the Exchange, the shares of Restricted Stock shall be subject to the terms of Appendix A attached hereto.


 


(d)       Management
Unitholder shall provide the Company with a copy of a completed election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder in the form of Exhibit A attached hereto, with respect to the shares of Restricted
Stock and may, but is not required to, provide the Company with a copy of such election in the form of Exhibit B attached hereto
with respect to all or a portion of the Additional Payment that is held in escrow pursuant to clause (b) of this section. Management Unitholder
shall timely (within 30 days of the Exchange Time) file (via certified mail, return receipt requested) such election(s) with the Internal
Revenue Service, and thereafter shall certify to the Company that Management Unitholder has made such timely filing(s) and furnish a copy
of such filing(s) to the Company. Management Unitholder should consult his or her tax advisor regarding the consequences of a Section
83(b) election, as well as the receipt, vesting, holding and sale of the shares of Restricted Stock.


 






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(e)       Management
Unitholder acknowledges that the shares of Restricted Stock have not been registered under the Securities Act of 1933, as amended (the
 “Securities Act”), and accordingly, may not be sold or transferred except pursuant to an effective registration statement
under the Securities Act or pursuant to an applicable exemption therefrom, and subject to the Company’s then effective insider trading
policy.


 


2.        Non-Interference
Agreement. For purposes of the Non-Interference Agreement Management Unitholder is a party to as a result of the Unit Equity Agreements,
it is acknowledged and agreed that, from and after the Exchange, references to the “Partnership” will instead refer to the
Company and references to the “Partnership Group” will refer to the Company and its subsidiaries.


 


3.        Book
Entry. The Company shall recognize Management Unitholder’s ownership of shares of Restricted Stock through uncertificated book
entry.


 


4.        Rights
as a Stockholder. Management Unitholder shall be the record owner of the shares of Restricted Stock until or unless such shares of
Restricted Stock are forfeited pursuant to the terms of this Agreement, and as record owner shall be entitled to all rights of a common
stockholder of the Company, including, without limitation, voting rights with respect to the shares of Restricted Stock and rights to
dividends or other distributions, subject to Section 6 below.


 


5.        Book
Entry Notations. To the extent applicable, all book entries representing the shares of Restricted Stock delivered to Management Unitholder
as contemplated by Section 3 above shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to
be made next to the book entry to make appropriate reference to such restrictions. Any such book entry notations may include a description
of the restrictions set forth in Appendix A attached hereto and herein, including Sections 1 and 6 hereof.


 


6.        Transfer
Restrictions. The shares of Restricted Stock are subject to the restrictions and obligations set forth in the Snap One Holdings Corp.
Stockholders Agreement to be entered into by the Company and the other parties thereto on the date of the Exchange (the “Stockholders
Agreement”) and Appendix A attached hereto.


 


7.        No
Right to Continued Employment. Neither this Agreement nor Management Unitholder’s receipt of the Shares hereunder shall impose
any obligation on the Company or any of its affiliates to continue the employment or engagement of Management Unitholder. Further, the
Company or any of its affiliates (as applicable) may at any time terminate the employment or engagement of Management Unitholder, free
from any liability or claim under the 2017 Plan or this Agreement, except as otherwise expressly provided herein.


 


8.        Cooperation.
Management Unitholder acknowledges that the IPO constitutes an Initial Public Offering, the Company constitutes the IPO Corporation and
the Exchange constitutes an IPO Conversion, in each case, pursuant to the Partnership Agreement and acknowledges that Management Unitholder
has obligations to cooperate with the General Partner and take all actions required or reasonably requested by the General Partner in
connection with the consummation of the IPO Conversion under the Partnership Agreement. Without limiting the foregoing, Management Unitholder
further agrees to cooperate with the General Partner, the Partnership, the Company and their respective affiliates in taking any actions
reasonably requested, necessary or advisable to consummate the transactions contemplated by this Agreement.


 






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9.        Notices.
Any notice necessary under this Agreement shall be addressed to the General Partner, the Partnership or the Company in care of its Secretary
at its principal executive office and to Management Unitholder at the address appearing in the personnel records of the Company for such
Management Unitholder or to either party at such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.


 


10.       Choice
of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable
to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.


 


11.       Amendment.
Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Management Unitholder hereunder
without the consent of Management Unitholder.


 


12.       Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the shares of Restricted
Stock by electronic means. The Management Unitholder hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


13.       Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the subject matter contained herein
and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.


 


14.       Binding
Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.


 


15.       Other
Rights. Management Unitholder acknowledges that, upon consummation of the Exchange, Management Unitholder will no longer hold any
unvested Class B Units of the Partnership and will have no surviving rights under the Partnership Agreement or any other governing documents
of the Partnership or any other agreements related to ownership of any such unvested Class B Units of the Partnership, other than as expressly
set forth herein.


 


[Signatures on next page.]







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IN WITNESS WHEREOF, Management
Unitholder acknowledges and accepts the terms of this Agreement.


 


	 	Management Unitholder
	 	 
	 	 
	 	Name:




 


  


Equity Schedule: 


 


	Class of Units	Number of Unvested Units at IPO
	Class B-1 Units	 
	Class B-2 Units 	 


 






     


     


    

 


Agreement acknowledged and confirmed:


 


	 	Crackle
    Holdings, L.P. 
	 	 
	 	By:	      
	 	Name:
	 	Its




 





	 	Crackle
    Holdings GP LLC
	 	 
	 	By:	     
	 	Name:
	 	Its


  


	 	Snap One Holdings Corp.
	 	 
	 	By:	     
	 	Name:
	 	Its





 






     


     


    

 


APPENDIX A

to the

Exchange Acknowledgement and Agreement


 


TERMS AND CONDITIONS


 


1.        General.
Capitalized terms not otherwise defined herein shall have the meaning set forth in the Company’s 2021 Stock Incentive Plan. However,
the term “Company” as used in this Appendix A with reference to employment shall include the Company and its Subsidiaries.


 


2.        Vesting
Conditions. Upon receipt, shares of Restricted Stock shall initially be unvested and shall vest as follows:


 


(a)       Shares
of Restricted Stock received in exchange for Class B-1 Units (the “Time-Based Restricted Stock”) will continue to vest
based upon the same vesting conditions as were applicable to the Class B-1 Units to which the Time-Based Restricted Stock relates.


 


(b)       Shares
of Restricted Stock received in exchange for Class B-2 Units (the “Performance-Based Restricted Stock”) will vest upon
achievement of one or more of (A) the Total Return Hurdle, (B) the Average Return Hurdle and/or (C) the VWAP Hurdle (in each case as defined
and described below) (which shall replace, in its entirety, the vesting conditions applicable to the Class B-2 Units in place immediately
prior to the Exchange):


 


(i)       
Total Return Hurdle. Subject to the Management Unitholder not having undergone a Termination (as defined in the 2017 Plan)
prior to the applicable vesting date, 100% of the Performance-Based Restricted Stock will vest upon the receipt of Proceeds (as defined
in the 2017 Plan) by the H&F Investors (as defined in the 2017 Plan and collectively referred to herein as the “Sponsor”),
whether prior to, in connection with or following the IPO (as defined in the Exchange Agreement), equal to $1,399,409,115, which is the
product of (a) $2.50 multiplied by (b) the number of Class A Units held by the Sponsor as of immediately prior to the closing of
the IPO (as may be equitably adjusted for any units splits, recapitalizations or other similar events) (the “Total Return Hurdle”).
If the Total Return Hurdle is not achieved prior to or in connection with a Change in Control, all Performance-Based Restricted Stock
will be forfeited for no consideration.


 


(ii)       Average
Return Hurdle. Subject to the Management Unitholder not having undergone a Termination prior to the applicable vesting date,
upon any trade or other sale of shares of common stock, par value $0.01, of the Company (“Common Stock”) issued
to the Sponsor in connection with the IPO in respect of Class A Units of the Partnership held directly or indirectly by the Sponsor
as of immediately prior to the Exchange (each, a “Sponsor Share”, and the aggregate Sponsor Shares so received by
the Sponsor, the “Initial Sponsor Shares”) following which the Sponsor holds 10% or less of the Initial Sponsor
Shares (such trade or other sale, an “Exit Trade”), 100% of the Performance-Based Restricted Stock will vest if
the Proceeds received in respect of the Sponsor Shares sold prior to and inclusive of the Exit Trade exceeds (a) the Price Target multiplied
by (b) the number of Sponsor Shares sold prior to and inclusive of the Exit Trade (the “Average Return
Hurdle”). In addition, upon each trade or other sale of Sponsor Shares following the Exit Trade, but prior to the time in
which the Sponsor ceases to hold any of the Initial Sponsor Shares, if the Average Return Hurdle is satisfied, 100% of the
Performance-Based Restricted Stock will vest. For purposes hereof, the “Price Target” is the amount per share of
Common Stock that is equivalent to a price per Class A Unit of the Partnership equal to $2.50, which is calculated as follows: (a)
the product of (i) $2.50 multiplied by (ii) the number of Class A Units held by the Sponsor immediately prior to the closing
of the IPO (each as may be equitably adjusted for any units splits, recapitalizations or other similar events) divided by (b)
the number of Initial Sponsor Shares. For example, if the Sponsor held 500,000,000 Class A Units immediately prior to the closing of
the IPO and the number of Initial Sponsor Shares was 100,000,000 (i.e. 0.20 shares of Company Common Stock per Class A Unit), the
Price Target would be equal to $12.50. The Price Target shall be appropriately reduced based on any Proceeds paid to the holders of
Class A Units of the Partnership prior to the IPO (for example, a pro rata cash distribution).


 









    


    A-2


    

 


 


(iii)       VWAP
Hurdle. Prior to an Exit Trade, or following an Exit Trade to the extent such trade does not result in satisfaction of the Average
Return Hurdle, if, during the period commencing on the earlier to occur of (a) the first anniversary of the IPO or (b) the first Exit
Trade, and ending on February 4, 2024 (such period, the “VWAP Period”), the price per share of Common Stock, measured
using a 30-day volume-weighted average price (the “VWAP Price”), is at least equal to the Price Target (the “VWAP
Hurdle”), then:


 


(A)       
42% of the Performance-Based Restricted Stock will vest on August 4, 2022 (or such later date on which the VWAP Hurdle is achieved);


 


(B)       
42% of the Performance-Based Restricted Stock will vest on August 4, 2023 (or such later date on which the VWAP Hurdle is achieved); and


 


(C)       16%
of the Performance-Based Restricted Stock will vest on February 4, 2024.


 


For the avoidance of doubt, no Performance-Based
Restricted Stock will vest as a result of achieving the VWAP Hurdle prior to or following the VWAP Period.


 


(iv)       Final
Forfeiture. Notwithstanding anything contained in this Section 2(b) to the contrary, Performance-Based Restricted Stock that has
not vested on or prior to February 4, 2024 shall be forfeited on such date for no consideration.


 


(c)       The
vesting conditions applicable to the Performance-Based Restricted Stock as set forth in Section 2(b) of this Appendix A constitute
an amendment to the original vesting terms applicable to the Class B-2 Units for which such shares of Restricted Stock are exchanged.
Management Unitholder hereby consents to such amended vesting terms in accordance with the 2017 Plan.


 


3.        Treatment
of Shares of Restricted Stock Upon Termination. Except as set forth in Section 2 of this Appendix A, in the event of the Management
Unitholder’s Termination for any reason prior to the time that all of the shares of Restricted Stock have vested, (A) all vesting
with respect to such shares of Restricted Stock shall cease and (B) unvested shares of Restricted Stock shall be forfeited to the Company
by the Management Unitholder for no consideration as of the date of such Termination.


 


4.        Non-Transferability.
The shares of Restricted Stock are not transferable by the Unitholder while the shares of Restricted Stock are unvested (such period,
the “Restricted Period”), unless such transfer is specifically required pursuant to a domestic relations order or by
Applicable Law or if otherwise permitted by the board of directors of Snap One Holdings Corp. During the Restricted Period, no impermissible
assignment or transfer of the shares of Restricted Stock, or of the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment
or transfer the shares of Restricted Stock shall be forfeited to the Company.


 


5.        Imposition
of Other Requirements. The Company reserves the right to impose other requirements on the shares of Restricted Stock, to the extent
the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Management Unitholder to sign
any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 






     


     


    

 


SECTION 83(b) ELECTION FORM


 


, 2021


 


CERTIFIED MAIL

RETURN RECEIPT REQUESTED


 


Internal Revenue Service Center


 


Re: Election Under §83(b) of the Internal Revenue Code


 


Dear Sir or Madam:


 


The undersigned hereby elects
under Section 83(b) of the Internal Revenue Code to include in the taxpayer’s gross income for the taxable year in which the property
described below was transferred, the excess (if any), of the fair market value of such property at the time of its transfer, over the
amount (if any) paid for such property. Pursuant to Treas. Reg. § 1.83-2(e), the following information is submitted:


 


		1.	Name of taxpayer: _________________



 


		2.	Address of taxpayer: _________________



 


		3.	Social Security Number: _________________



 


		4.	Property with respect to which the election is being made:          shares of Common Stock of Snap One Holdings
Corp.



 


		5.	Date Interest Acquired:           , 2021



 


		6.	Taxable Year for which election is being made: calendar year 2021



 


		7.	Nature of the restriction or restrictions to which the property is subject: While the shares of Common
Stock described in Paragraph 4 are held by the undersigned, such shares remain subject to vesting based upon the continued performance
of substantial services and/or applicable performance conditions.



 


		8.	Fair Market Value of the property at the time of transfer/acquisition, determined without regard to any
lapse restrictions and in accordance with Revenue Procedure 93-27: $



 


		9.	Amount paid for the property: $



 


Pursuant to Treas. Reg. § 1.83-2(e), a copy
of this election has been furnished to the person for whom the undersigned’s services are performed.


 


Very truly yours, 





	 	 



[Name]


 






     


     


    

 


SECTION 83(b) ELECTION FORM


 


, 2021


 


CERTIFIED MAIL

RETURN RECEIPT REQUESTED


 


Internal Revenue Service Center


 


Re: Election Under §83(b) of the Internal Revenue Code


 


Dear Sir or Madam:


 


The undersigned hereby elects
under Section 83(b) of the Internal Revenue Code to include in the taxpayer’s gross income for the taxable year in which the property
described below was transferred, the excess (if any), of the fair market value of such property at the time of its transfer, over the
amount (if any) paid for such property. Pursuant to Treas. Reg. § 1.83-2(e), the following information is submitted:


 


		1.	Name of taxpayer: _________________



 


		2.	Address of taxpayer: _________________



 


		3.	Social Security Number: _________________



 


		4.	Property with respect to which the election is being made: $            which is held in escrow by Snap One Holdings
Corp.



 


		5.	Date Interest Acquired: , 2021



 


		6.	Taxable Year for which election is being made: calendar year 2021



 


		7.	Nature of the restriction or restrictions to which the property is subject: While cash described in Paragraph
4 is held for the benefit of the undersigned, such cash remains subject to vesting based upon the continued performance of substantial
services and/or applicable performance conditions.



 


		8.	Fair Market Value of the property at the time of transfer/acquisition, determined without regard to any
lapse restrictions and in accordance with Revenue Procedure 93-27: $



 


		9.	Amount paid for the property: $



 


Pursuant to Treas. Reg. § 1.83-2(e), a copy
of this election has been furnished to the person for whom the undersigned’s services are performed.


 





Very truly yours, 





	 	 



[Name]