Common use of Authorization and Issuance of Additional Units Clause in Contracts

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without the consent or approval of any other Member or Unitholder or any other Person), the Manager shall cause the Company to issue or create and issue at any time after the Execution Date, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities having such powers, designations, preferences and rights, which in each case may be senior to existing Units or other Equity Securities of the Company or classes or series). Notwithstanding any other provision of this Agreement, including Section 12.2, the Manager shall make such amendments to this Agreement to provide for such powers, designations, preferences and rights as the Manager deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provision. In connection with any issuance of Units (whether on or after the Execution Date), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreement, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date by the Members, each, an “Equity Agreement”). (b) At any time PubCo issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX), PubCo shall contribute to the Company all of the net proceeds (if any) received by PubCo with respect to such share or shares of Class A Common Stock. Upon the contribution by PubCo to the Company of all of such net proceeds so received by PubCo, the Manager shall cause the Company to issue to PubCo a number of Common Units equal to the number of such shares of Class A Common Stock issued. Notwithstanding the foregoing, if PubCo issues any shares of Class A Common Stock to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCo), then the Company shall not issue any new Common Units registered in the name of PubCo in accordance with Section 9.1(a) and PubCo shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholder rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo are triggered, PubCo will ensure that the holders of Common Units that have not been exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan). (c) At any time PubCo issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of Common Units, registered in the name of PubCo (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to PubCo in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c) shall automatically vest or be forfeited. Any cash or property held by PubCo or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s The Members acknowledge and agree that Holdings is intended to serve as a holding company for the Company, and that for each Unit issued by the Company, it is intended that Holdings will have issued a corresponding unit (each such unit issued by Holdings, a “Parent Mirror Unit”). Each of the Units issued by the Company to Holdings is intended to have the same economic terms and entitlements as a corresponding Parent Mirror Unit, and in the case of a Class C Common Incentive Unit issued by the Company, each such Class C Common Incentive Unit shall be subject to the same terms, conditions and limitations (including applicable participation thresholds) as the applicable corresponding Parent Mirror Unit. The Company shall take any and all action as the Manager determines in its sole direction discretion is necessary or appropriate to implement the intention of the Members described in this Section 3.04(a), including, without limitation, the acceptance of a contribution from Holdings of cash or other property in exchange for additional Units corresponding to Parent Mirror Units, the conversion of Class C Incentive Units into Common Units in connection with any corresponding exchange made by Holdings pursuant to Section 11.05 of the limited liability company agreement of Holdings (without the consent or approval of any other Member or Unitholder or any other Person“Holdings LLCA”), the Manager redemption or cancellation of corresponding Units in connection with a redemption or forfeiture of Parent Mirror Units (other than, unless otherwise determined by the Manager, any redemption contemplated by Section 11.01 of the Holdings LLCA), and any similar or related action in connection with any of the foregoing. (b) The Company shall cause the Company only be permitted to issue or create additional Common Units and issue at any time after the Execution DateClass C Common Incentive Units, additional Units or and/or establish other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities having such powersin the Company to the Persons and on the terms and conditions provided for in Section 3.02, designationsthis Section 3.04, preferences Section 3.10 and rightsSection 3.11. Subject to the foregoing, which in each case the Manager may be senior cause the Company to existing issue additional Common Units and Class C Common Incentive Units authorized under this Agreement and/or establish other classes or series of Units or other Equity Securities of in the Company or classes or series). Notwithstanding any other provision of this Agreement, including Section 12.2, at such times and upon such terms as the Manager shall make such amendments to this Agreement to provide for such powers, designations, preferences determine and rights as the Manager deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provision. In connection with any issuance of Units (whether on or after the Execution Date), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreement, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date by the Members, each, an “Equity Agreement”). (b) At any time PubCo issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX), PubCo shall contribute to the Company all of the net proceeds (if any) received by PubCo with respect to such share or shares of Class A Common Stock. Upon the contribution by PubCo to the Company of all of such net proceeds so received by PubCo, the Manager shall cause the Company to issue to PubCo a number of Common Units equal to the number of such shares of Class A Common Stock issued. Notwithstanding the foregoing, if PubCo issues any shares of Class A Common Stock to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCo), then the Company shall not issue any new Common Units registered in the name of PubCo in accordance with Section 9.1(a) and PubCo shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Member amend this Agreement as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholder rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo are triggered, PubCo will ensure that the holders of Common Units that have not been exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan). (c) At any time PubCo issues one or more shares of Class A Common Stock necessary in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of Common Units, registered in the name of PubCo (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to PubCo in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c) shall automatically vest or be forfeited. Any cash or property held by PubCo or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo from the issuance of Class A additional Common Stock Units under this Section 3.04 and admission of Additional Members without the requirement of any consent or acknowledgement of any other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, the Company and their respective Subsidiaries actually incurred in connection with such issuanceMember.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without The Board shall have the consent or approval of any other Member or Unitholder or any other Person), the Manager shall right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Board may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case may be senior to existing Units or other Equity Securities of the Company or classes or seriesseries thereof, as may be determined by the Board). Notwithstanding The Board shall have the power, without the approval of any other Member or Unitholder or any other Person and notwithstanding any other provision of this Agreement, including Section 12.2, the Manager shall to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager Board in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Datedate of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreementhereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager Board (including such documents, instruments and agreements entered into on or prior to the Execution Date date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PubCo Vivid Seats issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX), PubCo Vivid Seats shall contribute to the Company all of the net proceeds (if any) received by PubCo Vivid Seats with respect to such share or shares of Class A Common Stock. Upon the contribution by PubCo Vivid Seats to the Company of all of such net proceeds so received by PubCoVivid Seats, the Manager Board shall cause the Company to issue to PubCo a number of Common Units equal to determined based upon the number Exchange Rate then in effect, registered in the name of such Vivid Seats; provided, however, that if Vivid Seats issues one or more shares of Class A Common Stock issued. Notwithstanding Stock, some or all of the foregoingnet proceeds of which are to be used to fund expenses or other obligations of Vivid Seats for which Vivid Seats would be permitted a Distribution pursuant to Article IV, then Vivid Seats shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such expenses or obligations; provided further, if PubCo Vivid Seats issues any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCoVivid Seats), then the Company shall not issue any new Common Units registered in the name of PubCo Vivid Seats in accordance with Section 9.1(a) and PubCo Vivid Seats shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo Vivid Seats to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo Vivid Seats under a “poison pill” or similar shareholder shareholder’s rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo Vivid Seats are triggered, PubCo Vivid Seats will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan). (c) At any time PubCo Vivid Seats issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager Board shall cause the Company to issue a corresponding number of Common Units, registered in the name of PubCo Vivid Seats (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that Vivid Seats shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo Vivid Seats from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo Vivid Seats in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to PubCo Vivid Seats in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c) shall automatically vest or be forfeited. Any cash or property held by PubCo Vivid Seats or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo Vivid Seats from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCoVivid Seats, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without The Board shall have the consent or approval of any other Member or Unitholder or any other Person), the Manager shall right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Board may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case may be senior to existing Units or other Equity Securities of the Company or classes or seriesseries thereof, as may be determined by the Board). Notwithstanding The Board shall have the power, without the approval of any other Member or Unitholder or any other Person and notwithstanding any other provision of this Agreement, including Section 12.2, the Manager shall to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager Board in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Datedate of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreementhereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager Board (including such documents, instruments and agreements entered into on or prior to the Execution Date date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PubCo Vivid Seats issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX), PubCo IX),Vivid Seats shall contribute to the Company all of the net proceeds (if any) received by PubCo Vivid Seats with respect to such share or shares of Class A Common Stock. Upon the contribution by PubCo Vivid Seats to the Company of all of such net proceeds so received by PubCoVivid Seats, the Manager Board shall cause the Company to issue to PubCo a number of Common Units equal to determined based upon the number Exchange Rate then in effect, registered in the name of such Vivid Seats; provided, however, that if Vivid Seats issues one or more shares of Class A Common Stock issued. Notwithstanding Stock, some or all of the foregoingnet proceeds of which are to be used to fund expenses or other obligations of Vivid Seats for which Vivid Seats would be permitted a Distribution pursuant to Article IV, then Vivid Seats shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such expenses or obligations; provided further, if PubCo Vivid Seats issues any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCoVivid Seats), then the Company shall not issue any new Common Units registered in the name of PubCo Vivid Seats in accordance with Section 9.1(a) and PubCo Vivid Seats shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo Vivid Seats to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo Vivid Seats under a “poison pill” or similar shareholder shareholder’s rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo Vivid Seats are triggered, PubCo Vivid Seats will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis à -vis the holders of Class A Common Stock under such plan). (c) At any time PubCo Vivid Seats issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager Board shall cause the Company to issue a corresponding number of Common Units, registered in the name of PubCo Vivid Seats (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that Vivid Seats shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo Vivid Seats from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo Vivid Seats in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to PubCo Vivid Seats in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c) shall automatically vest or be forfeited. Any cash or property held by PubCo Vivid Seats or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo Vivid Seats from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCoVivid Seats, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without the consent or approval of any other Member or Unitholder or any other Person), the The Manager shall have the right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Manager may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case rights as may be senior to existing Units or other Equity Securities of determined by the Company or classes or seriesManager). Notwithstanding any other provision of this Agreement, including Section 12.2, the The Manager shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Datedate of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreementhereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PubCo Allvue issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c3.2(d) or an issuance to a holder of Redeemable Exchangeable Units pursuant Article IXto the Exchange Agreement, as described in Section 3.2(c)), PubCo Allvue shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by PubCo Allvue with respect to such share or shares of Class A Common Stock. Upon the contribution (directly or indirectly) by PubCo Allvue to the Company of all of such net proceeds so received by PubCoAllvue, the Manager shall cause the Company to issue to PubCo a number of Common Units equal to the number of such shares of Class A Common Stock issued. Notwithstanding Units determined based upon the foregoingExchange Rate then in effect, registered (directly or indirectly) in the name of Allvue; provided, however, that if PubCo Allvue issues any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCoAllvue), then the Company shall not issue any new Class A Common Units registered in the name of PubCo Allvue in accordance with Section 9.1(a3.2(c) and PubCo Allvue shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo Allvue to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo Allvue under a “poison pill” or similar shareholder shareholder’s rights plan (it being understood that (i) upon exchange of Redeemable Exchangeable Units for Class A Common Stock pursuant to Article IXthe Exchange Agreement, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo Allvue are triggered, PubCo Allvue will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis à -vis the holders of Class A Common Stock under such plan). (c) At any time PubCo a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or a Cash Payment, the Company shall cancel such Exchangeable Units. Upon the cancellation by the Company of the Exchangeable Units exchanged for shares of Class A Common Stock, the Manager shall cause the Company to issue a number of Class A Common Units equal to the Net Exchanged Unit Amount, registered (directly or indirectly) in the name of Allvue in accordance with Section 2.6 of the Exchange Agreement. (d) At any time Allvue issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of Class A Common Units, registered (directly or indirectly) in the name of PubCo Allvue (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that Allvue shall be required to contribute (directly or indirectly) all (but not less than all) of the net proceeds (if any) received by PubCo Allvue from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo Allvue in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Common Units that are issued (directly or indirectly) by the Company to PubCo Allvue in connection therewith in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall automatically vest or be forfeited. Any cash or property held by PubCo Allvue or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (de) Allvue shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of Class A Common Stock as shall be issuable upon Exchange of all outstanding Common Units and shares of Class V Common Stock to satisfy its obligations under the Exchange Agreement; provided that nothing contained herein shall be construed to preclude Allvue from satisfying its obligations in respect of any such Exchange by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of Allvue). If any shares of Class A Common Stock require registration with or approval of any Governmental Entity under any federal or state law before such shares may be issued upon an Exchange, Allvue shall use reasonable efforts to cause the exchange of such shares of Class A Common Stock to be duly registered or approved, as the case may be. Allvue shall list and use its reasonable efforts to maintain the listing of the Class A Common Stock required to be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws). Allvue covenants that all shares of Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (f) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo Allvue from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCoAllvue, the Company and their respective Subsidiaries actually incurred in connection with such issuance. (g) In the event Allvue issues any Class A Common Stock upon conversion of any shares of Convertible Preferred Stock, a corresponding number of Convertible Preferred Units shall be cancelled and cease to be outstanding, and the Company shall issue (directly or indirectly) to Allvue Class A Common Units in accordance with Section 3.2(b) without any further action by the Company or the Manager. (h) In the event Allvue makes a Distribution of cash in respect of the Convertible Preferred Units in connection with any Convertible Preferred Stock Change of Control Repurchase or Convertible Preferred Stock Liquidation Payment, a number of Convertible Preferred Units shall be cancelled and cease to be outstanding equal to the number of shares of Convertible Preferred Stock repurchased or liquidated, respectively, without any further action by the Company or the Manager. (i) In the event Allvue repays (or otherwise retires) the principal of any outstanding Notes, one Non-Convertible Preferred Unit shall be cancelled and cease to be outstanding for each $1,000 principal amount of any Notes that is repaid or otherwise retired without any further action by the Company or the Manager. (j) If, at any time, any shares of Class A Common Stock or other shares of capital stock of Allvue are repurchased (whether by exercise of a put or call, pursuant to an open market purchase, automatically or by means of another arrangement) by Allvue for cash or other consideration, then the Manager shall cause the Company, immediately prior to such repurchase of such capital stock, to redeem an equal number of equivalent Class A Common Units held (directly or indirectly) by Allvue, at an aggregate redemption price equal to the aggregate purchase price of the capital stock being repurchased by Allvue (plus any expenses related thereto) and upon such other terms as are the same for the capital stock being cancelled or retired by Allvue. (k) Subject to Section 3.2(m), the Company shall be liable for, and shall reimburse Allvue on an after-tax basis at such intervals as Allvue may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of Allvue and its Subsidiaries relating to the management of the Company and its Subsidiaries, (ii) franchise and similar taxes of the Allvue and its Subsidiaries and other fees and expenses in connection with the maintenance of the existence of the Allvue and its Subsidiaries, and (iii) reasonable expenses paid by Allvue and its Subsidiaries on behalf of the Company. Such reimbursements shall be in addition to any reimbursement of Allvue and its Subsidiaries as a result of indemnification otherwise provided for under this Agreement. (l) Subject to Section 3.2(m) and without duplication of any amounts paid pursuant to Section 3.2(k), the Company shall be liable for, and shall reimburse Allvue on an after-tax basis at such intervals as the Manager may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of Allvue, (ii) expenses of Allvue incidental to being a public reporting company, (iii) reasonable fees and expenses related to the IPO (other than the payment obligations of Allvue under the Tax Receivable Agreements) or any subsequent public offering of equity securities of Allvue or private placement of equity securities of Allvue, whether or not consummated, (iv) franchise and similar taxes of Allvue and other fees and expenses in connection with the maintenance of the existence of Allvue, (v) customary compensation and benefits payable by Allvue; provided, that the Board of Directors of Allvue may in its discretion (but shall not be required to) determine that Allvue, rather than the Company, shall bear any specific items of the foregoing to the extent such items relate exclusively to the business and affairs of Allvue and should not be borne by the Company. Such reimbursements shall be in addition to any reimbursement of Allvue otherwise provided for under this Agreement. If Allvue issues shares of Class A Common Stock and contributes (directly or indirectly) the net proceeds of such issuance to the Company, the reasonable expenses incurred by Allvue in such issuance will be assumed by the Company. (m) To the extent practicable, Company expenses shall be billed directly to and paid by the Company. Unless otherwise determined by the Manager, no reimbursement or indemnification payment made pursuant to Sections 3.2(k), (l) or (m) shall be considered a distribution to the payee.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without The Managing Member shall have the consent or approval of any other Member or Unitholder or any other Person), the Manager shall right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units (of Class A-1 Units, Class B-1 Units or new classes) or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case rights as may be senior determined by the Managing Member), subject to existing Units or other Equity Securities of Section 14.08. The Managing Member shall have the Company or classes or series). Notwithstanding any other provision of this Agreement, including Section 12.2, the Manager shall power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provision. In connection with any issuance provisions of Units (whether on or after the Execution Datethis Section 3.02(a), the Person who acquires such Units shall execute a counterpart subject to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreement, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date by the Members, each, an “Equity Agreement”)Section 14.08. (b) At any time PubCo Pubco issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c3.02(c) or an issuance to a holder of Redeemable Units pursuant Article IXSection 3.02(e)), PubCo Pubco shall promptly contribute to the Company all of the net proceeds (if any) received by PubCo Pubco with respect to such shares of Class A Common Stock to (A) Intermediate Holdco, which in turn shall promptly contribute all such net proceeds to the Company or (B) a holder of Class B-1 Units in exchange for a corresponding number of Class B-1 Units and shares of Class B Common Stock pursuant to the Exchange Agreement (in which case the Company will cancel such Class B-1 Units pursuant to Section 2.01(b)(iii) of the Exchange Agreement). Upon the contribution of all such net proceeds, the Managing Member shall cause the Company to issue to Intermediate Holdco a number of Class A-1 Units determined based upon the Exchange Rate then in effect. (c) At any time Pubco issues one or more shares of Class A Common Stock to a holder of Class B-1 Units in exchange for a corresponding number of Class B-1 Units and shares of Class B Common Stock pursuant to the Exchange Agreement, the Company shall cancel such Class B-1 Units pursuant to Section 2.01(b)(iii) of the Exchange Agreement. Upon the cancellation by the Company of such Class B-1 Units, the Managing Member shall cause the Company to issue to Intermediate Holdco a number of Class A-1 Units determined based upon the Exchange Rate then in effect. (d) At any time Pubco issues one or more shares of capital stock of Pubco (other than Class A Common Stock or Class B Common Stock), Pubco shall contribute all the net proceeds (if any) received by Pubco with respect to such share or shares of Class A Common Stockcapital stock to Intermediate Holdco, which in turn shall contribute all such net proceeds to the Company. Upon the contribution by PubCo After Intermediate Holdco contributes to the Company of all of such net proceeds so received by PubCoproceeds, then, subject to the provisions of Section 3.02(a) and Section 14.08, the Manager Managing Member shall cause the Company to issue to PubCo Intermediate Holdco a corresponding number of Common Units equal to or other Equity Securities of the number of such shares of Class A Common Stock issued. Notwithstanding the foregoing, if PubCo issues any shares of Class A Common Stock to purchase or fund the purchase of Common Units from a Member Company (other than a Subsidiary Class A-1 Units or Class B-1 Units) (such corresponding number of PubCo)Units to be determined in good faith by the Managing Member, then taking into account the Company shall not issue any new Common Units registered in the name powers, designations, preferences and rights of PubCo in accordance with Section 9.1(a) and PubCo shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Member as consideration for such purchasecapital stock). Notwithstanding For the foregoingavoidance of doubt, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase such Units or other Equity Securities will have the same economic rights as such issued capital stock of PubCo under a “poison pill” or similar shareholder rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo are triggered, PubCo will ensure that the holders of Common Units that have not been exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan)Pubco. (ce) At any time PubCo Pubco issues one or more shares of Class A Common Stock in connection with an equity incentive programprogram (including for purposes of this Section 3.02(e), any shares of Class A Common Stock that were issued in connection with the IPO and pursuant to the Reorganization Agreement prior to the Effective Time), whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager Managing Member shall cause the Company to issue to Intermediate Holdco a corresponding number of Common Units, registered in the name of PubCo Class A-1 Units (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that Pubco shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo Pubco from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to Intermediate Holdco, which in turn shall be required to contribute all such net proceeds to the Company. If any such shares of Class A Common Stock so issued by PubCo Pubco in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Class A-1 Units that are issued by the Company to PubCo Intermediate Holdco in connection therewith in accordance with the preceding provisions of this Section 3.2(c3.02(e) (or the Reorganization Agreement, as applicable) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Class A-1 Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c3.02(e) (or the Reorganization Agreement, as applicable) shall automatically vest or be forfeited. Any cash or property held by PubCo either Pubco or the Company or on any of such Personeither’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (df) For purposes of this Section 3.23.02, “net proceeds” means (x) the gross proceeds to PubCo Pubco from the issuance of Class A Common Stock or other securities securities, less (y) all reasonable bona fide out-of-pocket fees and expenses of PubCoPubco, Intermediate Holdco, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without The Managing Member shall have the consent or approval of any other Member or Unitholder or any other Person), the Manager shall right to cause the Company to issue or create and issue at any time after the Execution Date, and for such amount and form of consideration as the Managing Member may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities having such powers, designations, preferences and rights, which in each case may be senior to existing Units or other Equity Securities of the Company or classes or series, as may be determined by the Managing Member). Notwithstanding The Managing Member shall have the power, without the approval of any other Member or Unitholder or any other Person and notwithstanding any other provision of this Agreement, including Section 12.2, the Manager shall to make such amendments to this Agreement to provide for such powers, designations, preferences and rights as the Manager Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Date), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreement, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager Managing Member (including such documents, instruments and agreements entered into on or prior to the Execution Date by the Members, each, an “Equity Agreement”). (b) At any time PubCo issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX), PubCo shall contribute to the Company all of the net proceeds (if any) received by PubCo with respect to such share or shares of Class A Common Stock. Upon the contribution by PubCo to the Company of all of such net proceeds so received by PubCo, the Manager Managing Member shall cause the Company to issue to PubCo a number of Common Units equal to the number of such shares of Class A Common Stock issued. Notwithstanding the foregoing, if PubCo issues any shares of Class A Common Stock to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCo), then the Company shall not issue any new Common Units registered in the name of PubCo in accordance with Section 9.1(a) and PubCo shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholder rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo are triggered, PubCo will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis à -vis the holders of Class A Common Stock under such plan). (c) At any time PubCo issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager Managing Member shall cause the Company to issue a corresponding number of Common Units, registered in the name of PubCo (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to PubCo in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c) shall automatically vest or be forfeited. Any cash or property held by PubCo or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without the consent or approval of any other Member or Unitholder or any other Person), the The Manager shall have the right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Manager may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case rights as may be senior to existing Units or other Equity Securities of determined by the Company or classes or seriesManager). Notwithstanding any other provision of this Agreement, including Section 12.2, the The Manager shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Datedate of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreementhereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PubCo PowerSchool issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c3.2(d) or an issuance to a holder of Redeemable Exchangeable Units pursuant Article IXto the Exchange Agreement, as described in Section 3.2(c)), PubCo PowerSchool shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by PubCo PowerSchool with respect to such share or shares of Class A Common Stock. Upon the contribution (directly or indirectly) by PubCo PowerSchool to the Company of all of such net proceeds so received by PubCoPowerSchool, the Manager shall cause the Company to issue to PubCo a number of Common Units equal to determined based upon the number Exchange Rate then in effect, registered (directly or indirectly) in the name of such shares of Class A Common Stock issued. Notwithstanding the foregoingPowerSchool; provided, however, that if PubCo PowerSchool issues any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCoPowerSchool), then the Company shall not issue any new Common Units registered in the name of PubCo PowerSchool in accordance with Section 9.1(a3.2(c) and PubCo PowerSchool shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo PowerSchool to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo PowerSchool under a “poison pill” or similar shareholder shareholder’s rights plan (it being understood that (i) upon exchange of Redeemable Exchangeable Units for Class A Common Stock pursuant to Article IXthe Exchange Agreement, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo PowerSchool are triggered, PubCo PowerSchool will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis à -vis the holders of Class A Common Stock under such plan). (c) At any time PubCo a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or a Cash Payment, the Company shall cancel such Exchangeable Units. Upon the cancellation by the Company of the Exchangeable Units exchanged for shares of Class A Common Stock, the Manager shall cause the Company to issue a number of Common Units equal to the Exchanged Unit Amount, registered (directly or indirectly) in the name of PowerSchool in accordance with Section 2.6 of the Exchange Agreement. (d) At any time PowerSchool issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of Common Units, registered (directly or indirectly) in the name of PubCo PowerSchool (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that PowerSchool shall be required to contribute (directly or indirectly) all (but not less than all) of the net proceeds (if any) received by PubCo PowerSchool from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo PowerSchool in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued (directly or indirectly) by the Company to PubCo PowerSchool in connection therewith in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall automatically vest or be forfeited. Any cash or property held by PubCo PowerSchool or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (de) PowerSchool shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of Class A Common Stock as shall be issuable upon Exchange of all outstanding Common Units and shares of Class B Common Stock to satisfy its obligations under the Exchange Agreement; provided that nothing contained herein shall be construed to preclude PowerSchool from satisfying its obligations in respect of any such Exchange by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of PowerSchool). If any shares of Class A Common Stock require registration with or approval of any Governmental Entity under any federal or state law before such shares may be issued upon an Exchange, PowerSchool shall use reasonable efforts to cause the exchange of such shares of Class A Common Stock to be duly registered or approved, as the case may be. PowerSchool shall list and use its reasonable efforts to maintain the listing of the Class A Common Stock required to be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws). PowerSchool covenants that all shares of Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (f) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo PowerSchool from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCoPowerSchool, the Company and their respective Subsidiaries actually incurred in connection with such issuance. (g) In the event PowerSchool issues any Class A Common Stock upon conversion of any shares of Convertible Preferred Stock, a corresponding number of Convertible Preferred Units shall be cancelled and cease to be outstanding, and the Company shall issue (directly or indirectly) to PowerSchool Common Units in accordance with Section 3.2(b) without any further action by the Company or the Manager. (h) In the event PowerSchool makes a Distribution of cash in respect of the Convertible Preferred Units in connection with any Convertible Preferred Stock Change of Control Repurchase or Convertible Preferred Stock Liquidation Payment, a number of Convertible Preferred Units shall be cancelled and cease to be outstanding equal to the number of shares of Convertible Preferred Stock repurchased or liquidated, respectively, without any further action by the Company or the Manager. (i) In the event PowerSchool repays (or otherwise retires) the principal of any outstanding Notes, one Non-Convertible Preferred Unit shall be cancelled and cease to be outstanding for each $1,000 principal amount of any Notes that is repaid or otherwise retired without any further action by the Company or the Manager. (j) If, at any time, any shares of Class A Common Stock or other shares of capital stock of PowerSchool are repurchased (whether by exercise of a put or call, pursuant to an open market purchase, automatically or by means of another arrangement) by PowerSchool for cash or other consideration, then the Manager shall cause the Company, immediately prior to such repurchase of such capital stock, to redeem an equal number of equivalent Units held (directly or indirectly) by PowerSchool, at an aggregate redemption price equal to the aggregate purchase price of the capital stock being repurchased by PowerSchool (plus any expenses related thereto) and upon such other terms as are the same for the capital stock being cancelled or retired by PowerSchool. (k) Subject to Section 3.2(m), the Company shall be liable for, and shall reimburse PowerSchool on an after-tax basis at such intervals as PowerSchool may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of PowerSchool and its Subsidiaries relating to the management of the Company and its Subsidiaries, (ii) franchise and similar taxes of the PowerSchool and its Subsidiaries and other fees and expenses in connection with the maintenance of the existence of the PowerSchool and its Subsidiaries, and (iii) reasonable expenses paid by PowerSchool and its Subsidiaries on behalf of the Company. Such reimbursements shall be in addition to any reimbursement of PowerSchool and its Subsidiaries as a result of indemnification otherwise provided for under this Agreement. (l) Subject to Section 3.2(m) and without duplication of any amounts paid pursuant to Section 3.2(k), the Company shall be liable for, and shall reimburse PowerSchool on an after-tax basis at such intervals as the Manager may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of PowerSchool, (ii) expenses of PowerSchool incidental to being a public reporting company, (iii) reasonable fees and expenses related to the IPO (other than the payment obligations of PowerSchool under the Tax Receivable Agreements) or any subsequent public offering of equity securities of PowerSchool or private placement of equity securities of PowerSchool, whether or not consummated, (iv) franchise and similar taxes of PowerSchool and other fees and expenses in connection with the maintenance of the existence of PowerSchool, (v) customary compensation and benefits payable by PowerSchool; provided, that the Board of Directors of PowerSchool may in its discretion (but shall not be required to) determine that PowerSchool, rather than the Company, shall bear any specific items of the foregoing to the extent such items relate exclusively to the business and affairs of PowerSchool and should not be borne by the Company. Such reimbursements shall be in addition to any reimbursement of PowerSchool otherwise provided for under this Agreement. If PowerSchool issues shares of Class A Common Stock and contributes (directly or indirectly) the net proceeds of such issuance to the Company, the reasonable expenses incurred by PowerSchool in such issuance will be assumed by the Company. (m) To the extent practicable, Company expenses shall be billed directly to and paid by the Company. Unless otherwise determined by the Manager, no reimbursement or indemnification payment made pursuant to Section 3.2(k), (l) or (m) shall be considered a distribution to the payee.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without The Managing Member shall have the consent or approval of any other Member or Unitholder or any other Person), the Manager shall right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units (of New Class A Units or new classes) or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case rights as may be senior determined by the Managing Member), subject to existing Section 14.08 and to the last sentence of this Section 3.02(a). The Managing Member is expressly authorized to cause the Company to issue an amount of New Class A Units or other Equity Securities for less than Fair Market Value of a corresponding number of shares of Class A Stock (such corresponding number of shares of Class A Stock to be determined based upon the Exchange Rate then in effect), so long as the board of directors of Pubco concludes in good faith that such issuance is in the best interests of the Company or classes or series)and its Members and duly adopts a resolution to such effect. Notwithstanding any other provision Set forth on Exhibit B attached hereto are two examples of this Agreement, including Section 12.2, the Manager operation of the immediately preceding sentence. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provision. In connection with any issuance provisions of Units (whether on or after the Execution Datethis Section 3.02(a), subject to Section 14.08 and to the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions last sentence of this Agreement, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior Section 3.02(a). Notwithstanding anything in this Section 3.02 to the Execution Date by contrary, but subject to the MembersManaging Member’s right to amend or waive this Section 3.02 as provided in Section 14.08, each, an “the Managing Member shall not be entitled to cause the Company to issue any Units or other Equity Agreement”)Securities of the Company (other than New Class A Units) without the prior written consent of the Principal Members that are Members of the Company at such time. (b) At any time PubCo Pubco issues one or more shares of Class A Common Stock or one or more shares of Class C Stock (other than an issuance of the type covered by Section 3.2(c) or an issuance to a holder of Redeemable Units pursuant Article IX3.02(d)), PubCo Pubco shall have the right to contribute to the Company all of (but not less than all) the net proceeds (if any) received by PubCo Pubco with respect to such share or shares of Class A Common Stock or share or shares of Class C Stock, as the case may be. Upon the contribution by PubCo If Pubco exercises such right to contribute to the Company of all of (but not less than all) such net proceeds so received by PubCoPubco, then the Manager Managing Member shall have the right to cause the Company to issue to PubCo a corresponding number of Common Units equal to the number of such shares of New Class A Common Stock issued. Notwithstanding the foregoingUnits, if PubCo issues any shares of Class A Common Stock to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCo), then the Company shall not issue any new Common Units registered in the name of PubCo Pubco (such corresponding number of New Class A Units to be determined based upon the inverse of the Exchange Rate then in accordance with Section 9.1(a) and PubCo shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Member as consideration for such purchaseeffect). Notwithstanding Set forth on Exhibit C attached hereto are two examples of the foregoing, this Section 3.2(b) shall not apply to operation of the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholder rights plan (it being understood that (i) upon exchange of Redeemable Units for Class A Common Stock pursuant to Article IX, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo are triggered, PubCo will ensure that the holders of Common Units that have not been exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan)immediately preceding sentence. (c) At any time PubCo Pubco issues one or more shares of capital stock of Pubco (other than Class A Stock, Class B Stock or Class C Stock), Pubco shall have the right to contribute all (but not less than all) the net proceeds (if any) received by Pubco with respect to such share or shares of capital stock to the Company. If Pubco exercises such right to contribute to the Company all (but not less than all) such net proceeds so received by Pubco, then, subject to the provisions of Section 3.02(a) (including the last sentence thereof) and Section 14.08, the Managing Member shall cause the Company to issue a corresponding number of Units or other Equity Securities of the Company (other than New Class A Units) (such corresponding number of Units to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of such capital stock) registered in the name of Pubco. (d) At any time Pubco issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager Managing Member shall have the right to cause the Company to issue a corresponding number of Common New Class A Units, registered in the name of PubCo Pubco (such corresponding number of New Class A Units to be determined based upon the inverse of the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that Pubco shall be required to contribute all (but not less than all) of the net proceeds (if any) received by PubCo Pubco from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. Set forth on Exhibit D attached hereto are two examples of the operation of the immediately preceding sentence. If any such shares of Class A Common Stock so issued by PubCo Pubco in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common New Class A Units that are issued by the Company to PubCo Pubco in connection therewith in accordance with the preceding provisions of this Section 3.2(c3.02(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common New Class A Units (such corresponding number of New Class A Units to be determined based upon the inverse of the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c3.02(d) shall automatically vest or be forfeited. Set forth on Exhibit E attached hereto are three examples of the operation of the immediately preceding sentence. Any cash or property held by PubCo either Pubco or the Company or on any of such Personeither’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail fails to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (d) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Authorization and Issuance of Additional Units. (a) At PubCo’s sole direction (without the consent or approval of any other Member or Unitholder or any other Person), the The Manager shall have the right to cause the Company to issue or and/or create and issue at any time after the Execution Datedate hereof, and for such amount and form of consideration as the Manager may determine, additional Units or other Equity Securities of the Company (including creating classes or series of Units or other Equity Securities thereof having such powers, designations, preferences and rights, which in each case rights as may be senior to existing Units or other Equity Securities of determined by the Company or classes or seriesManager). Notwithstanding any other provision of this Agreement, including Section 12.2, the The Manager shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Manager in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the foregoing provisionprovisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the Execution Datedate of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions of this Agreementhereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (including such documents, instruments and agreements entered into on or prior to the Execution Date date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PubCo PowerSchool issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(c3.2(d) or an issuance to a holder of Redeemable Exchangeable Units pursuant Article IXto the Exchange Agreement, as described in Section 3.2(c)), PubCo PowerSchool shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by PubCo PowerSchool with respect to such share or shares of Class A Common Stock. Upon the contribution (directly or indirectly) by PubCo PowerSchool to the Company of all of such net proceeds so received by PubCoPowerSchool, the Manager shall cause the Company to issue to PubCo a number of Common Units equal to determined based upon the number Exchange Rate then in effect, registered (directly or indirectly) in the name of such shares of Class A Common Stock issued. Notwithstanding the foregoingPowerSchool; provided, however, that if PubCo PowerSchool issues any shares of Class A Common Stock in order to purchase or fund the purchase of Common Units from a Member (other than a Subsidiary of PubCoPowerSchool), then the Company shall not issue any new Common Units registered in the name of PubCo PowerSchool in accordance with Section 9.1(a3.2(c) and PubCo PowerSchool shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred by PubCo PowerSchool to such other Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of PubCo PowerSchool under a “poison pill” or similar shareholder shareholder’s rights plan (it being understood that (i) upon exchange of Redeemable Exchangeable Units for Class A Common Stock pursuant to Article IXthe Exchange Agreement, such Class A Common Stock would be issued together with any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PubCo PowerSchool are triggered, PubCo PowerSchool will ensure that the holders of Common Units that have not been exchanged Exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A Common Stock under such plan). (c) At any time PubCo a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or a Cash Payment, the Company shall cancel such Exchangeable Units. Upon the cancellation by the Company of the Exchangeable Units exchanged for shares of Class A Common Stock, the Manager shall cause the Company to issue a number of Common Units equal to the Exchanged Unit Amount, registered (directly or indirectly) in the name of PowerSchool in accordance with Section 2.6 of the Exchange Agreement. (d) At any time PowerSchool issues one or more shares of Class A Common Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Manager shall cause the Company to issue a corresponding number of Common Units, registered (directly or indirectly) in the name of PubCo PowerSchool (determined based upon the Exchange Rate then in effect). Notwithstanding the foregoing, PubCo ; provided that PowerSchool shall be required to contribute (directly or indirectly) all (but not less than all) of the net proceeds (if any) received by PubCo PowerSchool from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by PubCo PowerSchool in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued (directly or indirectly) by the Company to PubCo PowerSchool in connection therewith in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Common Units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.2(c3.2(d) shall automatically vest or be forfeited. Any cash or property held by PubCo PowerSchool or the Company or on any of such Person’s behalf in respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted shares of Class A Common Stock. (de) PowerSchool shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of Class A Common Stock as shall be issuable upon Exchange of all outstanding Common Units and shares of Class B Common Stock to satisfy its obligations under the Exchange Agreement; provided that nothing contained herein shall be construed to preclude PowerSchool from satisfying its obligations in respect of any such Exchange by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of PowerSchool). If any shares of Class A Common Stock require registration with or approval of any Governmental Entity under any federal or state law before such shares may be issued upon an Exchange, PowerSchool shall use reasonable efforts to cause the exchange of such shares of Class A Common Stock to be duly registered or approved, as the case may be. PowerSchool shall list and use its reasonable efforts to maintain the listing of the Class A Common Stock required to be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws). PowerSchool covenants that all shares of Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (f) For purposes of this Section 3.2, “net proceeds” means gross proceeds to PubCo PowerSchool from the issuance of Class A Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of PubCoPowerSchool, the Company and their respective Subsidiaries actually incurred in connection with such issuance. (g) In the event PowerSchool issues any Class A Common Stock upon conversion of any shares of Convertible Preferred Stock, a corresponding number of Convertible Preferred Units shall be cancelled and cease to be outstanding, and the Company shall issue (directly or indirectly) to PowerSchool Common Units in accordance with Section 3.2(b) without any further action by the Company or the Manager. (h) In the event PowerSchool makes a Distribution of cash in respect of the Convertible Preferred Units in connection with any Convertible Preferred Stock Change of Control Repurchase or Convertible Preferred Stock Liquidation Payment, a number of Convertible Preferred Units shall be cancelled and cease to be outstanding equal to the number of shares of Convertible Preferred Stock repurchased or liquidated, respectively, without any further action by the Company or the Manager. (i) In the event PowerSchool repays (or otherwise retires) the principal of any outstanding Notes, one Non-Convertible Preferred Unit shall be cancelled and cease to be outstanding for each $1,000 principal amount of any Notes that is repaid or otherwise retired without any further action by the Company or the Manager. (j) If, at any time, any shares of Class A Common Stock or other shares of capital stock of PowerSchool are repurchased (whether by exercise of a put or call, pursuant to an open market purchase, automatically or by means of another arrangement) by PowerSchool for cash or other consideration, then the Manager shall cause the Company, immediately prior to such repurchase of such capital stock, to redeem an equal number of equivalent Units held (directly or indirectly) by PowerSchool, at an aggregate redemption price equal to the aggregate purchase price of the capital stock being repurchased by PowerSchool (plus any expenses related thereto) and upon such other terms as are the same for the capital stock being cancelled or retired by PowerSchool. (k) Subject to Section 3.2(m), the Company shall be liable for, and shall reimburse PowerSchool on an after-tax basis at such intervals as PowerSchool may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of PowerSchool and its Subsidiaries relating to the management of the Company and its Subsidiaries, (ii) franchise and similar taxes of the PowerSchool and its Subsidiaries and other fees and expenses in connection with the maintenance of the existence of the PowerSchool and its Subsidiaries, and (iii) reasonable expenses paid by PowerSchool and its Subsidiaries on behalf of the Company. Such reimbursements shall be in addition to any reimbursement of PowerSchool and its Subsidiaries as a result of indemnification otherwise provided for under this Agreement. (l) Subject to Section 3.2(m) and without duplication of any amounts paid pursuant to Section 3.2(k), the Company shall be liable for, and shall reimburse PowerSchool on an after-tax basis at such intervals as the Manager may reasonably determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of PowerSchool, (ii) expenses of PowerSchool incidental to being a public reporting company, (iii) reasonable fees and expenses related to the IPO (other than the payment obligations of PowerSchool under the Tax Receivable Agreements) or any subsequent public offering of equity securities of PowerSchool or private placement of equity securities of PowerSchool, whether or not consummated, (iv) franchise and similar taxes of PowerSchool and other fees and expenses in connection with the maintenance of the existence of PowerSchool, (v) customary compensation and benefits payable by PowerSchool; provided, that the Board of Directors of PowerSchool may in its discretion (but shall not be required to) determine that PowerSchool, rather than the Company, shall bear any specific items of the foregoing to the extent such items relate exclusively to the business and affairs of PowerSchool and should not be borne by the Company. Such reimbursements shall be in addition to any reimbursement of PowerSchool otherwise provided for under this Agreement. If PowerSchool issues shares of Class A Common Stock and contributes (directly or indirectly) the net proceeds of such issuance to the Company, the reasonable expenses incurred by PowerSchool in such issuance will be assumed by the Company. (m) To the extent practicable, Company expenses shall be billed directly to and paid by the Company. Unless otherwise determined by the Manager, no reimbursement or indemnification payment made pursuant to Section 3.2(k), (l) or (m) shall be considered a distribution to the payee.