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

Authorization and Issuance of Additional Units. (a) If at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation to be issued and (ii) the net proceeds received by the Corporation with respect to the corresponding share of Common Stock or other Equity Security, if any, shall be concurrently contributed by the Corporation to the Partnership as a Capital Contribution; provided, that if the Corporation issues any shares of Common Stock in order to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) a number of Common Units (and the Required Class B Stock) pursuant to Section 11.03(a), then the Partnership shall not issue any new Common Units in connection therewith and the Corporation shall not be required to transfer such net proceeds to the Partnership (it being understood that such net proceeds shall instead be transferred to such other Limited Partner as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a) shall not apply to (i) (A) the issuance and distribution to holders of shares of Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar shareholders rights plan (and upon any redemption of Common Units for Common Stock, such Common Stock will be issued together with a corresponding right under such plan) or (B) the issuance under the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise (including cashless exercise) or settlement of such rights, warrants, options or other rights or property, (ii) the issuance of Equity Securities pursuant to any Equity Plan (other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnership.

Authorization and Issuance of Additional Units. (a) If 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 Effective Time the Corporation issues a share of its Common Stock Execution Date, additional Units or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation 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 issued 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 (iiincluding 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 the Corporation PubCo with respect to such share or shares of Class A Common Stock. Upon the corresponding share of Common Stock or other Equity Security, if any, shall be concurrently contributed contribution by the Corporation PubCo to the Partnership as a Capital Contribution; providedCompany of all of such net proceeds so received by PubCo, that if the Corporation issues any shares of Common Stock in order Manager shall cause the Company to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) 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 (and the Required Class B Stock) pursuant to Section 11.03(aother than a Subsidiary of PubCo), then the Partnership Company shall not issue any new Common Units registered in connection therewith the name of PubCo in accordance with Section 9.1(a) and the Corporation PubCo shall not be required to transfer such net proceeds to the Partnership Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation PubCo under a “poison pill” or similar shareholders shareholder rights plan (and it being understood that (i) upon any redemption exchange of Common Redeemable Units for Class A Common StockStock pursuant to Article IX, such Class A Common Stock will would be issued together with a 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 (B) the issuance under the Corporation’s Equity Plans or more shares of Class A Common Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or 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 rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options 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 other rights 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 propertyforfeiture 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 (iidetermined 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 Equity Securities pursuant to any Equity Plan (Class A Common Stock or other than a Stock Option Plan) that are restrictedsecurities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares Company and their respective Subsidiaries actually incurred in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershipissuance.

Authorization and Issuance of Additional Units. (a) If The Managing Member shall have the right to cause the Company to issue or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the CorporationExecution Date, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Managing Member may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation 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). 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, to make such amendments to this Agreement to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions 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 issued 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 Managing Member (iiincluding 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 the Corporation PubCo with respect to such share or shares of Class A Common Stock. Upon the corresponding share of Common Stock or other Equity Security, if any, shall be concurrently contributed contribution by the Corporation PubCo to the Partnership as a Capital Contribution; providedCompany of all of such net proceeds so received by PubCo, that if the Corporation issues any shares of Common Stock in order Managing Member shall cause the Company to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) 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 (and the Required Class B Stock) pursuant to Section 11.03(aother than a Subsidiary of PubCo), then the Partnership Company shall not issue any new Common Units registered in connection therewith the name of PubCo in accordance with Section 9.1(a) and the Corporation PubCo shall not be required to transfer such net proceeds to the Partnership Company (it being understood that such net proceeds shall instead be transferred by PubCo to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation PubCo under a “poison pill” or similar shareholders shareholder rights plan (and it being understood that (i) upon any redemption exchange of Common Redeemable Units for Class A Common StockStock pursuant to Article IX, such Class A Common Stock will would be issued together with a 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 (B) the issuance under the Corporation’s Equity Plans or more shares of Class A Common Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the 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 rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options 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 other rights 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 propertyforfeiture 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 (iidetermined 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 Equity Securities pursuant to any Equity Plan (Class A Common Stock or other than a Stock Option Plan) that are restrictedsecurities less all reasonable bona fide out-of-pocket fees and expenses of PubCo, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares Company and their respective Subsidiaries actually incurred in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershipissuance.

Authorization and Issuance of Additional Units. (a) If at any time after The Members acknowledge and agree that Holdings is intended to serve as a holding company for the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock)Company, (i) the Partnership shall concurrently issue to the Corporation one Common and that for each Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the CorporationCompany, 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 with substantially 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 rights to dividends terms, conditions and distributions limitations (including distributions upon liquidationapplicable participation thresholds) as the applicable corresponding Parent Mirror Unit. The Company shall take any and other economic rights all action as those of such Equity Securities the Manager determines in its sole discretion is necessary or appropriate to implement the intention of the Corporation to be issued and (ii) Members described in this Section 3.04(a), including, without limitation, the net proceeds received by the Corporation with respect to the corresponding share acceptance of Common Stock a contribution from Holdings of cash or other Equity Securityproperty in exchange for additional Units corresponding to Parent Mirror Units, if any, shall be concurrently contributed by the Corporation to the Partnership as a Capital Contribution; provided, that if the Corporation issues any shares conversion of Common Stock in order to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) a number of Common Class C Incentive Units (and the Required Class B Stock) pursuant to Section 11.03(a), then the Partnership shall not issue any new into Common Units in connection therewith with any corresponding exchange made by Holdings pursuant to Section 11.05 of the limited liability company agreement of Holdings (the “Holdings LLCA”), the 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 Corporation foregoing. (b) The Company shall not only be required permitted to transfer such net proceeds issue additional Common Units and Class C Common Incentive Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Partnership (it being understood that such net proceeds shall instead be transferred Persons and on the terms and conditions provided for in Section 3.02, this Section 3.04, Section 3.10 and Section 3.11. Subject to such other Limited Partner as consideration for such purchase). Notwithstanding the foregoing, the Manager may cause the Company to issue additional Common Units and Class C Common Incentive Units authorized under this Section 3.04(a) shall not apply to (i) (A) the issuance and distribution to holders Agreement and/or establish other classes or series of shares of Common Stock of rights to purchase Units or other Equity Securities of in the Corporation under a “poison pill” or similar shareholders rights plan (Company at such times and upon any redemption of Common Units for Common Stock, such Common Stock will be issued together with a corresponding right under such plan) or (B) terms as the issuance under Manager shall determine and the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but Manager shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise (including cashless exercise) or settlement of such rights, warrants, options or other rights or property, (ii) the issuance of Equity Securities pursuant to any Equity Plan (other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares amend this Agreement as necessary in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to under this Section 3.04 and admission of Additional Members without the Corporation requirement of any consent or any acknowledgement of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the PartnershipMember.

Authorization and Issuance of Additional Units. (a) If The Manager shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Manager may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Manager). 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 provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be issued bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (iiincluding such documents, instruments and agreements entered into on or prior to the date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PowerSchool issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(d) or an issuance to a holder of Exchangeable Units pursuant to the Exchange Agreement, as described in Section 3.2(c)), PowerSchool shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by the Corporation PowerSchool with respect to such share or shares of Class A Common Stock. Upon the corresponding share contribution (directly or indirectly) by PowerSchool to the Company of all of such net proceeds so received by PowerSchool, the Manager shall cause the Company to issue a number of Common Stock Units determined based upon the Exchange Rate then in effect, registered (directly or other Equity Security, if any, shall be concurrently contributed by indirectly) in the Corporation to the Partnership as a Capital Contributionname of PowerSchool; provided, however, that if the Corporation PowerSchool issues any shares of Class A Common Stock in order to directly purchase or fund the purchase of Common Units from another Limited Partner a Member (other than the Corporation or its wholly owned Subsidiaries) a number Subsidiary of Common Units (and the Required Class B Stock) pursuant to Section 11.03(aPowerSchool), then the Partnership Company shall not issue any new Common Units registered in connection therewith the name of PowerSchool in accordance with Section 3.2(c) and the Corporation PowerSchool shall not be required to transfer such net proceeds to the Partnership Company (it being understood that such net proceeds shall instead be transferred by PowerSchool to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation PowerSchool under a “poison pill” or similar shareholders shareholder’s rights plan (and it being understood that (i) upon any redemption exchange of Common Exchangeable Units for Class A Common StockStock pursuant to the Exchange Agreement, such Class A Common Stock will would be issued together with a any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PowerSchool are triggered, PowerSchool 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 a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or (B) a Cash Payment, the issuance under Company shall cancel such Exchangeable Units. Upon the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities cancellation by the Company of the Corporation 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 rights or property that may be converted into or settled indirectly) in Equity Securities the name of PowerSchool in accordance with Section 2.6 of the Corporation, but shall in each Exchange Agreement. (d) At any time PowerSchool issues one or more shares of the foregoing cases apply to the issuance of Equity Securities of the Corporation Class A Common Stock in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or 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 PowerSchool (determined based upon the Exchange Rate then in effect); 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 PowerSchool from or otherwise in connection with such rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options to the Company. If any such shares of Class A Common Stock so issued by 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 PowerSchool in connection therewith in accordance with the preceding provisions of this Section 3.2(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(d) shall automatically vest or be forfeited. Any cash or property held by 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. (e) 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 PowerSchool from the issuance of Class A Common Stock or other rights securities less all reasonable bona fide out-of-pocket fees and expenses of PowerSchool, 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 propertyindirectly) 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 issuance of Equity Securities pursuant to any Equity Plan (PowerSchool and its Subsidiaries and other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares fees and expenses in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares maintenance of the Corporation’s Common Stock to another Personexistence of the PowerSchool and its Subsidiaries, and (yiii) 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 Partnership may not issue any other Equity Securities net proceeds of the Partnership such issuance to the Corporation 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 any of its Subsidiaries unless substantially simultaneously indemnification payment made pursuant to Section 3.2(k), (l) or (m) shall be considered a distribution to the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershippayee.

Authorization and Issuance of Additional Units. (a) If The Manager shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Manager may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Manager). 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 provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be issued bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (iiincluding such documents, instruments and agreements entered into on or prior to the date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time PowerSchool issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(d) or an issuance to a holder of Exchangeable Units pursuant to the Exchange Agreement, as described in Section 3.2(c)), PowerSchool shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by the Corporation PowerSchool with respect to such share or shares of Class A Common Stock. Upon the corresponding share contribution (directly or indirectly) by PowerSchool to the Company of all of such net proceeds so received by PowerSchool, the Manager shall cause the Company to issue a number of Common Stock Units determined based upon the Exchange Rate then in effect, registered (directly or other Equity Security, if any, shall be concurrently contributed by indirectly) in the Corporation to the Partnership as a Capital Contributionname of PowerSchool; provided, however, that if the Corporation PowerSchool issues any shares of Class A Common Stock in order to directly purchase or fund the purchase of Common Units from another Limited Partner a Member (other than the Corporation or its wholly owned Subsidiaries) a number Subsidiary of Common Units (and the Required Class B Stock) pursuant to Section 11.03(aPowerSchool), then the Partnership Company shall not issue any new Common Units registered in connection therewith the name of PowerSchool in accordance with Section 3.2(c) and the Corporation PowerSchool shall not be required to transfer such net proceeds to the Partnership Company (it being understood that such net proceeds shall instead be transferred by PowerSchool to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation PowerSchool under a “poison pill” or similar shareholders shareholder’s rights plan (and it being understood that (i) upon any redemption exchange of Common Exchangeable Units for Class A Common StockStock pursuant to the Exchange Agreement, such Class A Common Stock will would be issued together with a any such corresponding right and (ii) in the event such rights to purchase Equity Securities of PowerSchool are triggered, PowerSchool 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 a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or (B) a Cash Payment, the issuance under Company shall cancel such Exchangeable Units. Upon the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities cancellation by the Company of the Corporation 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 rights or property that may be converted into or settled indirectly) in Equity Securities the name of PowerSchool in accordance with Section 2.6 of the Corporation, but shall in each Exchange Agreement. (d) At any time PowerSchool issues one or more shares of the foregoing cases apply to the issuance of Equity Securities of the Corporation Class A Common Stock in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or 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 PowerSchool (determined based upon the Exchange Rate then in effect); 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 PowerSchool from or otherwise in connection with such rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options to the Company. If any such shares of Class A Common Stock so issued by 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 PowerSchool in connection therewith in accordance with the preceding provisions of this Section 3.2(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(d) shall automatically vest or be forfeited. Any cash or property held by 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. (e) 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 PowerSchool from the issuance of Class A Common Stock or other rights securities less all reasonable bona fide out-of-pocket fees and expenses of PowerSchool, 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 propertyindirectly) 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 issuance of Equity Securities pursuant to any Equity Plan (PowerSchool and its Subsidiaries and other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares fees and expenses in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares maintenance of the Corporation’s Common Stock to another Personexistence of the PowerSchool and its Subsidiaries, and (yiii) 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 Partnership may not issue any other Equity Securities net proceeds of the Partnership such issuance to the Corporation 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 any of its Subsidiaries unless substantially simultaneously indemnification payment made pursuant to Section 3.2(k), (l) or (m) shall be considered a distribution to the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershippayee.

Authorization and Issuance of Additional Units. (a) If The Board shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Board may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation Company (including creating classes or series 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 series thereof, as may be determined by the Board). 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, to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Board in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be issued bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Board (iiincluding such documents, instruments and agreements entered into on or prior to the date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time 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), Vivid Seats shall contribute to the Company all of the net proceeds (if any) received by the Corporation Vivid Seats with respect to such share or shares of Class A Common Stock. Upon the corresponding share of Common Stock or other Equity Security, if any, shall be concurrently contributed contribution by the Corporation Vivid Seats to the Partnership as a Capital Contribution; providedCompany of all of such net proceeds so received by Vivid Seats, that if the Corporation issues any shares of Common Stock in order Board shall cause the Company to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) issue a number of Common Units (and determined based upon the Required Exchange Rate then in effect, registered in the name of Vivid Seats; provided, however, that if Vivid Seats issues one or more shares of Class B A Common Stock) , some or all of the net 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 Section 11.03(a)Article IV, then the Partnership shall not issue any new Common Units in connection therewith and the Corporation Vivid Seats shall not be required to transfer such net proceeds to the Partnership Company which are used or will be used to fund such expenses or obligations; provided further, if 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 Vivid Seats), then the Company shall not issue any new Common Units registered in the name of Vivid Seats in accordance with Section 9.1(a) and 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 Vivid Seats to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation Vivid Seats under a “poison pill” or similar shareholders shareholder’s rights plan (and it being understood that (i) upon any redemption exchange of Common Redeemable Units for Class A Common StockStock pursuant to Article IX, such Class A Common Stock will would be issued together with a any such corresponding right and (ii) in the event such rights to purchase Equity Securities of Vivid Seats are triggered, Vivid Seats 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 Vivid Seats issues one or (B) the issuance under the Corporation’s Equity Plans or more shares of Class A Common Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Board shall cause the Company to issue a corresponding number of Common Units, registered in the name of Vivid Seats (determined based upon the Exchange Rate then in effect); provided that Vivid Seats shall be required to contribute all (but not less than all) of the net proceeds (if any) received by Vivid Seats from or otherwise in connection with such rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options to the Company. If any such shares of Class A Common Stock so issued by Vivid Seats in connection with an equity incentive program are subject to vesting or other rights forfeiture provisions, then the Common Units that are issued by the Company to Vivid Seats in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or propertyforfeiture 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 (iidetermined 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 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 Vivid Seats from the issuance of Equity Securities pursuant to any Equity Plan (Class A Common Stock or other than a Stock Option Plan) that are restrictedsecurities less all reasonable bona fide out-of-pocket fees and expenses of Vivid Seats, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares Company and their respective Subsidiaries actually incurred in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershipissuance.

Authorization and Issuance of Additional Units. (a) If The Manager shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Manager may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Manager). 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 provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be issued bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Manager (iiincluding such documents, instruments and agreements entered into on or prior to the date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time Allvue issues one or more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.2(d) or an issuance to a holder of Exchangeable Units pursuant to the Exchange Agreement, as described in Section 3.2(c)), Allvue shall contribute (directly or indirectly) to the Company all of the net proceeds (if any) received by the Corporation Allvue with respect to such share or shares of Class A Common Stock. Upon the corresponding share of Common Stock contribution (directly or other Equity Security, if any, shall be concurrently contributed indirectly) by the Corporation Allvue to the Partnership as Company of all of such net proceeds so received by Allvue, the Manager shall cause the Company to issue a Capital Contributionnumber of Class A Common Units determined based upon the Exchange Rate then in effect, registered (directly or indirectly) in the name of Allvue; provided, however, that if the Corporation Allvue issues any shares of Class A Common Stock in order to directly purchase or fund the purchase of Common Units from another Limited Partner a Member (other than the Corporation or its wholly owned Subsidiaries) a number Subsidiary of Common Units (and the Required Class B Stock) pursuant to Section 11.03(aAllvue), then the Partnership Company shall not issue any new Class A Common Units registered in connection therewith the name of Allvue in accordance with Section 3.2(c) and the Corporation Allvue shall not be required to transfer such net proceeds to the Partnership Company (it being understood that such net proceeds shall instead be transferred by Allvue to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation Allvue under a “poison pill” or similar shareholders shareholder’s rights plan (and it being understood that (i) upon any redemption exchange of Common Exchangeable Units for Class A Common StockStock pursuant to the Exchange Agreement, such Class A Common Stock will would be issued together with a any such corresponding right and (ii) in the event such rights to purchase Equity Securities of Allvue are triggered, Allvue 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 a holder of Exchangeable Units exchanges such Common Units for shares of Class A Common Stock or (B) a Cash Payment, the issuance under Company shall cancel such Exchangeable Units. Upon the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities cancellation by the Company of the Corporation 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 rights or property that may be converted into or settled indirectly) in Equity Securities the name of Allvue in accordance with Section 2.6 of the Corporation, but shall in each Exchange Agreement. (d) At any time Allvue issues one or more shares of the foregoing cases apply to the issuance of Equity Securities of the Corporation Class A Common Stock in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or 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 Allvue (determined based upon the Exchange Rate then in effect); 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 Allvue from or otherwise in connection with such rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options to the Company. If any such shares of Class A Common Stock so issued by 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 Allvue in connection therewith in accordance with the preceding provisions of this Section 3.2(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(d) shall automatically vest or be forfeited. Any cash or property held by 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. (e) 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 Allvue from the issuance of Class A Common Stock or other rights securities less all reasonable bona fide out-of-pocket fees and expenses of Allvue, 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 propertyindirectly) 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 issuance of Equity Securities pursuant to any Equity Plan (Allvue and its Subsidiaries and other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares fees and expenses in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares maintenance of the Corporation’s Common Stock to another Personexistence of the Allvue and its Subsidiaries, and (yiii) 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 Partnership may not issue any other Equity Securities net proceeds of the Partnership such issuance to the Corporation 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 any of its Subsidiaries unless substantially simultaneously indemnification payment made pursuant to Sections 3.2(k), (l) or (m) shall be considered a distribution to the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershippayee.

Authorization and Issuance of Additional Units. (a) If The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time date hereof, and for such amount and form of consideration as the Corporation 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 thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 14.08. 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 Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 14.08. (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 3.02(c) or Section 3.02(e)), Pubco shall promptly contribute all the net proceeds (if any) received by 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 share holder of its 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 any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership Pubco shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation to be issued and (ii) contribute all the net proceeds (if any) received by the Corporation Pubco with respect to the corresponding such share of Common Stock or other Equity Security, if any, shall be concurrently contributed by the Corporation to the Partnership as a Capital Contribution; provided, that if the Corporation issues any shares of Common Stock capital stock to Intermediate Holdco, which in order to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) a number of Common Units (and the Required Class B Stock) pursuant to Section 11.03(a), then the Partnership turn shall not issue any new Common Units in connection therewith and the Corporation shall not be required to transfer contribute all such net proceeds to the Partnership (it being understood that Company. After Intermediate Holdco contributes to the Company all such net proceeds proceeds, then, subject to the provisions of Section 3.02(a) and Section 14.08, the Managing Member shall instead be transferred cause the Company to such issue to Intermediate Holdco a corresponding number of Units or other Limited Partner as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a) shall not apply to (i) (A) the issuance and distribution to holders of shares of Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” Company (other than Class A-1 Units or similar shareholders Class B-1 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 plan (and upon any redemption of Common Units for Common Stocksuch capital stock). For the avoidance of doubt, such Units or other Equity Securities will have the same economic rights as such issued capital stock of Pubco. (e) At any time Pubco issues one or more shares of Class A Common Stock will be in connection with an equity incentive program (including for purposes of this Section 3.02(e), any shares of Class A Common Stock that were issued together with a corresponding right under such plan) or (B) the issuance under the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation 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) or of an option, settlement of such rightsa restricted stock unit, warrantsas restricted stock or otherwise, options or other rights or property, the Managing Member shall cause the Company to issue to Intermediate Holdco a corresponding number of Class A-1 Units (iidetermined based upon the Exchange Rate then in effect); provided that Pubco shall be required to contribute all the net proceeds (if any) the issuance of Equity Securities pursuant to any Equity Plan (other than a Stock Option Plan) that are restricted, subject to forfeiture received by Pubco from or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares in connection with the such issuance of one or more 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 in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A-1 Units that are issued by the Company to Intermediate Holdco in connection therewith in accordance with the preceding provisions of this Section 3.02(e) (or the Reorganization Agreement, as applicable) shall be subject to vesting or forfeiture on the same basis; if any Limited Partnerof such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the 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 3.02(e) (or the Reorganization Agreement, as applicable) shall automatically vest or be forfeited. Except pursuant Any cash or property held by either Pubco or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to Article XIvest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (f) For purposes of this Section 3.02, “net proceeds” means (x) the Partnership may not issue any additional Common Units gross proceeds to Pubco from the Corporation or any issuance of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Class A Common Stock to another Personor other securities, and less (y) all bona fide out-of-pocket fees and expenses of Pubco, Intermediate Holdco, the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Company and their respective Subsidiaries unless substantially simultaneously the Corporation or actually incurred in connection with such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershipissuance.

Authorization and Issuance of Additional Units. (a) If The Board shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and Board may determine, additional Units or other economic rights as those of such Equity Securities of the Corporation Company (including creating classes or series 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 series thereof, as may be determined by the Board). 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, to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Board in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.2(a). In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute a counterpart to this Agreement accepting and agreeing to be issued bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase as are required by the Board (iiincluding such documents, instruments and agreements entered into on or prior to the date of this Agreement by the Members, each, an “Equity Agreement”). (b) At any time 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),Vivid Seats shall contribute to the Company all of the net proceeds (if any) received by the Corporation Vivid Seats with respect to such share or shares of Class A Common Stock. Upon the corresponding share of Common Stock or other Equity Security, if any, shall be concurrently contributed contribution by the Corporation Vivid Seats to the Partnership as a Capital Contribution; providedCompany of all of such net proceeds so received by Vivid Seats, that if the Corporation issues any shares of Common Stock in order Board shall cause the Company to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) issue a number of Common Units (and determined based upon the Required Exchange Rate then in effect, registered in the name of Vivid Seats; provided, however, that if Vivid Seats issues one or more shares of Class B A Common Stock) , some or all of the net 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 Section 11.03(a)Article IV, then the Partnership shall not issue any new Common Units in connection therewith and the Corporation Vivid Seats shall not be required to transfer such net proceeds to the Partnership Company which are used or will be used to fund such expenses or obligations; provided further, if 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 Vivid Seats), then the Company shall not issue any new Common Units registered in the name of Vivid Seats in accordance with Section 9.1(a) and 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 Vivid Seats to such other Limited Partner Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a3.2(b) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation Vivid Seats under a “poison pill” or similar shareholders shareholder’s rights plan (and it being understood that (i) upon any redemption exchange of Common Redeemable Units for Class A Common StockStock pursuant to Article IX, such Class A Common Stock will would be issued together with a any such corresponding right and (ii) in the event such rights to purchase Equity Securities of Vivid Seats are triggered, Vivid Seats 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 Vivid Seats issues one or (B) the issuance under the Corporation’s Equity Plans or more shares of Class A Common Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) or of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Board shall cause the Company to issue a corresponding number of Common Units, registered in the name of Vivid Seats (determined based upon the Exchange Rate then in effect); provided that Vivid Seats shall be required to contribute all (but not less than all) of the net proceeds (if any) received by Vivid Seats from or otherwise in connection with such rightsissuance of one or more shares of Class A Common Stock, warrantsincluding the exercise price of any option exercised, options to the Company. If any such shares of Class A Common Stock so issued by Vivid Seats in connection with an equity incentive program are subject to vesting or other rights forfeiture provisions, then the Common Units that are issued by the Company to Vivid Seats in connection therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or propertyforfeiture 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 (iidetermined 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 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 Vivid Seats from the issuance of Equity Securities pursuant to any Equity Plan (Class A Common Stock or other than a Stock Option Plan) that are restrictedsecurities less all reasonable bona fide out-of-pocket fees and expenses of Vivid Seats, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares Company and their respective Subsidiaries actually incurred in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Partnershipissuance.

Authorization and Issuance of Additional Units. (a) If The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Time the Corporation issues a share of its Common Stock or any other Equity Security of the Corporation (other than shares of Class B Common Stock), (i) the Partnership shall concurrently issue to the Corporation one Common Unit (if the Corporation issues a share of Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Common Stock) corresponding to the Equity Securities issued by the Corporationdate hereof, and with substantially for such amount and form of consideration as the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation to be issued and (ii) the net proceeds received by the Corporation with respect to the corresponding share of Common Stock or other Equity SecurityManaging Member may determine, if any, shall be concurrently contributed by the Corporation to the Partnership as a Capital Contribution; provided, that if the Corporation issues any shares of Common Stock in order to directly purchase from another Limited Partner (other than the Corporation or its wholly owned Subsidiaries) a number of Common additional Units (and the Required of New Class B Stock) pursuant to Section 11.03(a), then the Partnership shall not issue any A Units or new Common Units in connection therewith and the Corporation shall not be required to transfer such net proceeds to the Partnership (it being understood that such net proceeds shall instead be transferred to such other Limited Partner as consideration for such purchase). Notwithstanding the foregoing, this Section 3.04(a) shall not apply to (i) (A) the issuance and distribution to holders of shares of Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar shareholders rights plan (and upon any redemption of Common Units for Common Stock, such Common Stock will be issued together with a corresponding right under such planclasses) or (B) the issuance under the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise (including cashless exercise) or settlement of such rights, warrants, options or other rights or property, (ii) the issuance of Equity Securities pursuant to any Equity Plan (other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable Vesting Date with respect to such Equity Securities or (iii) the issuance of any Required Class B Shares in connection with the issuance of Common Units to any Limited Partner. Except pursuant to Article XI, (x) the Partnership may not issue any additional Common Units to the Corporation or any of its Subsidiaries unless substantially simultaneously the Corporation or such Subsidiary issues or sells an equal number of shares of the Corporation’s Common Stock to another Person, and (y) the Partnership may not issue any other Equity Securities of the Partnership Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 14.08 and to the Corporation or any last sentence of its Subsidiaries unless substantially simultaneously this Section 3.02(a). The Managing Member is expressly authorized to cause the Corporation or such Subsidiary issues or sells, Company to another Person, issue an equal amount of New Class A Units 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 and its Members and duly adopts a new class resolution to such effect. Set forth on Exhibit B attached hereto are two examples of the 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 Managing Member in its discretion deems necessary or series appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 14.08 and to the last sentence of this Section 3.02(a). Notwithstanding anything in this Section 3.02 to the contrary, but subject to the Managing Member’s right to amend or waive this Section 3.02 as provided in Section 14.08, the Managing Member shall not be entitled to cause the Company to issue any Units or other Equity Securities of the Corporation 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 issues one or more shares of Class A Stock or one or more shares of Class C Stock (other than an issuance of the type covered by Section 3.02(d)), Pubco shall have the right to contribute to the Company all (but not less than all) the net proceeds (if any) received by Pubco with respect to such Subsidiary share or shares of Class A Stock or share or shares of Class C Stock, as the case may be. If Pubco exercises such right to contribute to the Company all (but not less than all) such net proceeds so received by Pubco, then the Managing Member shall have the right to cause the Company to issue a corresponding number of New Class A Units, registered in the name of Pubco (such corresponding number of New Class A Units to be determined based upon the inverse of the Exchange Rate then in effect). Set forth on Exhibit C attached hereto are two examples of the operation of the immediately preceding sentence. (c) At any time 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 substantially respect to such share or shares of capital stock to the same rights Company. If Pubco exercises such right to dividends and distributions 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 distributions upon liquidationthe last sentence thereof) and Section 14.08, the Managing Member shall cause the Company to issue a corresponding number of Units or other economic rights as those of such Equity Securities of the PartnershipCompany (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 Stock in connection with an equity incentive program, whether such share or shares are issued upon exercise of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall have the right to cause the Company to issue a corresponding number of New Class A Units, registered in the name of Pubco (such corresponding number of New Class A Units to be determined based upon the inverse of the Exchange Rate then in effect); provided that Pubco shall be required to contribute all (but not less than all) the net proceeds (if any) received by Pubco from or otherwise in connection with such issuance of one or more shares of Class A 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 Stock so issued by Pubco in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the New Class A Units that are issued by the Company to Pubco in connection therewith in accordance with the preceding provisions of this Section 3.02(d) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Stock vest or are forfeited, then a corresponding number of the 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 3.02(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 either Pubco or the Company or on either’s behalf in respect of dividends paid on restricted Class A Stock that fails to vest shall be returned to the Company upon the forfeiture of such restricted Class A Stock.