Common use of Dividends and Certain Other Restricted Payments Clause in Contracts

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interests, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parent.

Dividends and Certain Other Restricted Payments. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (capital stock or other than dividends equity interests, or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests, (c) make any payment of Contingent Acquisition Consideration including without limitation options or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or warrants to acquire the proceeds of a Loan hereunder same (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: prevent (ia) the making of dividends or distributions by any Loan Party or Wholly-owned Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and Borrower, (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends or distributions by the Borrower or a Holding Company during any fiscal year in amounts necessary to a Holding Company or Ultimate Parentallow each of its shareholders to make payments in respect of its federal income tax liability (and, as if applicable, state income tax liability) attributable to its pro rata share of the Borrower’s taxable income (adetermined in accordance with the Code) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, (including estimated tax payments determined in each case, good faith by the Borrower which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not required to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related be made by its shareholders with respect thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salariesBorrower shall have elected to be treated as an S Corporation for income tax purposes, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (xc) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur result therefrom, the Borrower may make a one-time dividend to the shareholders of the Borrower existing on the Closing Date so long as a result the aggregate amount of the dividends paid pursuant to this clause (c) does not exceed $15,000,000, (d) purchases, redemptions or other acquisitions of shares of (or options to purchase shares of) equity interests in the Borrower or options therefor from present or former directors, officers, other service providers, or employees (or permitted transferees, assigns, estates or heirs of the foregoing) of the Borrower or any of its Subsidiaries upon their death, disability, termination of their employment or retirement, so long as before and after giving effect to any such payment; and Restricted Payments for such purpose, (xix) no Event of Default shall have occurred and be continuing, and (y) such purchases or payments after the date hereof do not exceed $500,000 in any fiscal year, and (e) the redemption Borrower may make a one-time distribution to the preferred equity holders of Equity Interests held by the Equity Investors by Ultimate Parent Borrower out of the proceeds of its IPO in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely shareholders agreement of the Borrower in Qualified Equity Interests of Ultimate Parentan aggregate amount not to exceed $17,500,000.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Wholly-Owned Subsidiary of Borrower (or, in to the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary of its Subsidiaries; (ii) the making of Restricted Payments by any Subsidiary that is not a direct Wholly-Owned Subsidiary so long as (A) no Default exists or indirect parent would result from making such Restricted Payment and (B) such Restricted Payment is made to the equity holders of such subsidiary and to each other owner of equity interests of such subsidiary Subsidiary on a pro rata basis (or more favorable basis from based upon the perspective percentage of Borrower or equity in such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required Subsidiary held by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATCSubsidiary’s equity holders; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Perioda Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is equal to or greater than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, then such Restricted Payments shall only be permitted so long as (A) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom from making such Restricted Payment, and (B) Ultimate Parent shall be in compliance with the covenants set forth in aggregate amount of such Restricted Payments for the four consecutive fiscal quarters ending immediately prior to the making of such Restricted Payment do not exceed 50% of the amount by which Adjusted EBITDA for the same four consecutive fiscal quarter period exceeds $50,000,000; and (iv) the making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to a Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 7.13 on a 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is less than 2.00 to 1.0 after giving pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC Payment and any Subsidiary may pay dividends payable solely Indebtedness incurred in the capital stock of connection therewith, then such Person; (vi) the Restricted Payments shall only be permitted so long as no Default exists or would result from making of dividends by Borrower or a Holding Company such Restricted Payment. Except with respect to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses Restricted Payments on account of any such Holding Company or Ultimate Parent, Subordinated Debt set forth in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or clause (c) for above and without limiting any other provision contained herein and the other Loan Documents (including Section 8.22 hereof), payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants on account of any Indebtedness that can be converted into equity (including payments to redeem such Holding Company or Ultimate Parent so long as the payment Indebtedness prior its maturity date) shall not be deemed a Restricted Payment for purposes of this Section 8.12 until such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and Indebtedness is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentconverted into equity.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Wholly-Owned Subsidiary of Borrower (or, in to the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary of its Subsidiaries; (ii) the making of Restricted Payments by any Subsidiary that is not a direct Wholly‑Owned Subsidiary so long as (A) no Default exists or indirect parent would result from making such Restricted Payment and (B) such Restricted Payment is made to the equity holders of such subsidiary and to each other owner of equity interests of such subsidiary Subsidiary on a pro rata basis (or more favorable basis from based upon the perspective percentage of Borrower or equity in such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required Subsidiary held by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATCSubsidiary’s equity holders; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Perioda Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is equal to or greater than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, then such Restricted Payments shall only be permitted so long as (A) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom from making such Restricted Payment, and (B) Ultimate Parent shall be in compliance with the covenants set forth in aggregate amount of such Restricted Payments for the four consecutive fiscal quarters ending immediately prior to the making of such Restricted Payment do not exceed 50% of the amount by which Adjusted EBITDA for the same four consecutive fiscal quarter period exceeds $50,000,000; and (iv) the making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to a Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 7.13 on a 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is less than 2.00 to 1.0 after giving pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC Payment and any Subsidiary may pay dividends payable solely Indebtedness incurred in the capital stock of connection therewith, then such Person; (vi) the Restricted Payments shall only be permitted so long as no Default exists or would result from making of dividends by Borrower or a Holding Company such Restricted Payment. Except with respect to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses Restricted Payments on account of any such Holding Company or Ultimate Parent, Subordinated Debt set forth in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or clause (c) for above and without limiting any other provision contained herein and the other Loan Documents (including Section 8.22 hereof), payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants on account of any Indebtedness that can be converted into equity (including payments to redeem such Holding Company or Ultimate Parent so long as the payment Indebtedness prior its maturity date) shall not be deemed a Restricted Payment for purposes of this Section 8.12 until such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and Indebtedness is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentconverted into equity.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor The Borrower shall it permit any of its Subsidiaries to, not (a) declare or pay any cash dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value cash any of its Equity InterestsInterests (each, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentsPayment”); provided, however, that the foregoing shall not operate to prevent: (i) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Restricted Subsidiaries so long as (x) the Borrower is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any Loan Party such dividend or Subsidiary thereof distribution for such purpose; (B) to Borrower or Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and Holdings to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiaryenable it to pay) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained entities’ operating expenses incurred in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock ordinary course of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses business and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent(including, in each casewithout limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in business, plus (y) any fiscal yearreasonable and customary compensation, (b) to reimburse any costs expense reimbursements and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments indemnification claims made by Ultimate Parent directors or officers of Holdings or any direct or indirect parent thereof attributable to the Sellers (under ownership or operations of Holdings, the Borrower and as defined in the Tax Receivables Agreement)its Restricted Subsidiaries; (viiC) to Holdings the making proceeds of dividends which shall be used by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and fees expenses required to maintain such Person’s the corporate existenceexistence of Holdings and any direct or indirect parent thereof; (viiiD) to Holdings the making proceeds of dividends which shall be used by Borrower Holdings or any Holding Company to Ultimate Parent direct or indirect parent thereof to pay fees and expenses (other than related to any one or more Affiliates) related to an unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of Ultimate Parent which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that was not consummated (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in an aggregate amount not Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to exceed $4,000,000 consummate such investment otherwise permitted by Section 8.9, in any fiscal yeareach case, in accordance with the requirements of Section 4; (ixA) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of dividends Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Holding Company to a Holding Company Restricted Subsidiary of an unsecured note in payment of the redemption or Ultimate Parent, as applicableacquisition price of such Equity Interests, in an aggregate amount to pay customary salaryeach case held by any future, bonus present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares no Default or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur immediately arise as a result thereof and (y) the aggregate amount of such paymentdistributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (v) the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than a public offering pursuant to a registration statement on Form S-8, but including any secondary offering) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 8.12(ix); andprovided, that after giving effect to such Restricted Payment, no Event of Default shall have occurred and be continuing or result therefrom; (x) to the extent constituting Restricted Payments, transactions expressly permitted by Section 8.9 (other than Section 8.9(v)), Section 8.10 (other than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the redemption Borrower and its Restricted Subsidiaries may make Restricted Payments necessary to consummate the Transactions; (xii) if no Default or Event of Equity Interests held Default has occurred and is continuing or would result therefrom at the times of the declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Equity Investors Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by Ultimate Parent this Section 8.12 in accordance with an amount not to exceed $25,000,000 minus any amounts allocated to make investments pursuant to Section 8.9(n)(iii). (xiii) the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests Borrower and its Restricted Subsidiaries may make additional Restricted Payments so long as the Total Leverage Ratio, determined on a Pro Forma Basis for the period of Ultimate Parentfour consecutive fiscal quarters most recently ended for which financial statements are available, would not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. No Loan Party Neither STA Holdings, any Canadian Borrower nor the Borrower shall, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on Distribution or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interests, (c) make capital stock or warrants to purchase any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”)its capital stock; provided, however, that the foregoing shall not operate to preventthat: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of the Borrower (or, in may declare and pay cash Distributions to the case Borrower and any Subsidiary of non-Wholly Owned Subsidiaries, Parkview may declare and pay cash Distributions to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests)Parkview; (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, (I) the Borrower may pay dividends Dividends to STA Holdings and STA Holdings may in turn pay such amounts either to the Parent as Dividends and/or as interest on intercompany notes or make distributions to ATC through ATL the holders of its Class B capital stock and (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC II) Parkview may pay dividends or make distributions Dividends to its members, including Ultimate the Parent, ATH and in each case to permit (A) the Parent to pay interest on the Convertible Notes in cash on each Convertible Note Interest Payment Date, (B) STA Holdings and/or the Parent to pay Dividends to the holders of Class B Units in ATCits capital stock, and/or (C) the Parent to redeem all or any portion of the Convertible Notes, in an aggregate amount for all such dividends and distributions under Dividends that does not exceed the Available Cash for the most recently ended fiscal month for which financial statements have been delivered minus Distributions pursuant to this clause (ii) not and clause (iii) below since the end of such fiscal month, in each case so long as after giving effect to exceed such Distribution the product sum of (a) the taxable income Unused Revolving Credit Commitments and the Unused Canadian Revolving Credit Commitments shall be at least the U.S. Dollar Equivalent of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC$6,000,000; (iii) Restricted Payments made on STA Holdings or prior to December 31, 2023 to any Subsidiary may redeem and/or repurchase its capital stock owned by officers or employees of the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid Borrower pursuant to the terms of the Second Amended applicable employee stock plan; provided that all such redemptions and Restated Limited Liability Company Agreement repurchases shall not exceed $6,000,000 in the aggregate for all such transactions during any fiscal year of ATCthe Parent; provided further that after giving effect to any such repurchase or redemption (i) the sum of the Unused Revolving Credit Commitments and the Unused Canadian Revolving Credit Commitments shall be at least the U.S. Dollar Equivalent of $6,000,000 and (ii) the Borrower delivers to the Administrative Agent evidence satisfactory to the Administrative Agent that it would be in compliance with Sections 8.25 and 8.26 hereof on a pro forma basis (assuming such repurchase or redemption was paid in cash hereunder as a Revolving Loan on the first day of the most recently ended period of twelve months) by more than 0.10 to 1.00; (iv) beginning after STA Holdings may restructure and/or refinance its Class B, Series Two Shares of common stock (or options to purchase or securities convertible into such shares) pursuant to the Amendment Period End Datefollowing: (a) a conversion whereby the Class B, Series Two Shares would be converted or would be convertible into common shares of the making Parent; a redemption of Restricted Payments the Class B, Series Two shares for which such common shares were issued in consideration; an aggregate amount not exchange of the Class B, Series Two shares for such common shares; a transaction similar to exceed in any fiscal year the greater foregoing whereby options to purchase Class B, Series Two Shares would become options to purchase such common shares; or another transaction having a substantially similar effect to the transactions described immediately above; or (b) a redemption of (x) $12,000,000 and (y) 17.5% the Class B, Series Two Shares with the net proceeds of Consolidated EBITDA for an equity offering of the most recently ended Test Period, Parent; provided that (A) and no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment;transaction, (iA) ATC the Borrower may redeem make Distributions to STA Holdings and STA Holdings may in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms turn make Distributions to STA ULC and/or the Parent and provisions material (B) Parkview may make Distributions to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable case to permit the Parent and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, STA ULC to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicableordinary business expenses, in an aggregate amount for all Distributions under this clause (v) not to pay customary salaryexceed the U.S. Dollar Equivalent of CAN$500,000 or, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case the Parent obtains a dual listing in the United States of sub-its publically traded common stock, CAN$1,500,000 (or, in each case such other increased amount as may be consented to by the Administrative Agent in its discretion) in any year, provided further that immediately prior to and after giving effect to any such (a) Distribution, or redemption and/or repurchase under clause (B)ii) above, no Event of Default has under Sections 9.1(a), (b), (i), (j) or (k) shall have occurred and is be continuing or (b) Dividend and repurchase under Section 8.1(aclause (iii) above, no Default or would occur as a result Event of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate ParentDefault shall have occurred and be continuing.

Dividends and Certain Other Restricted Payments. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Material Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interests, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to preventprevent the making of the following dividends, payments or distributions so long as no Event of Default exists or would result therefrom: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests)Patronage Dividends; (ii) redemption by the Borrower of its Class A Shares, Class B Shares and Class E Shares permitted by the Borrower’s Organizational Documents or Bylaws so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow Excess Availability for the payment 30 day period ending on and including the date of estimated Taxes)such redemption and for the 30 day period immediately following the date of such redemption, and so long as ATC remains calculated on a pass through entity for United States federal and state income tax purposespro forma basis, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) is not to exceed less than the product greater of (aA) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) $40,000,000 and (bB) 14.5454% of the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATCMaximum Revolver Amount; (iii) Restricted Payments dividends or other distributions made on or prior to December 31, 2023 by a Subsidiary of the Borrower to the members of ATC with respect Borrower or to distributions of management fees and incentive a Subsidiary Guarantor, or performance fees or allocations earned to any other Subsidiary which is an equity holder in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC;that Subsidiary; and (iv) beginning after payment of cash dividends on the Amendment Period End DateClass E Shares of Borrower so long as Excess Availability for the 30 day period ending on and including the date of such dividend and for the 30 day period immediately following the date of such dividend, the making of Restricted Payments in an aggregate amount calculated on a pro forma basis, is not to exceed in any fiscal year less than the greater of (xA) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom 40,000,000 and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as 14.5454% of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC Maximum Revolver Amount; provided, however, that upon the occurrence and during the continuation of an Event of Default, Borrower may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material make Patronage Dividends only to the interests extent (x) necessary to maintain its status as a cooperative under Subchapter T of the LendersInternal Revenue Code or (y) as required by the Bylaws as in effect on the Closing Date, when taken as a whole, contained but in such other class of capital stock are at least as advantageous to no event shall the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses cash portion of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 Patronage Dividends made in any fiscal year, (b) to reimburse any costs Fiscal Year after the occurrence and expenses paid in cash related to administering and maintaining during the provisions continuance of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result exceed 20% of the total Patronage Dividends made in such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate ParentFiscal Year.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor The Borrower shall it permit any of its Subsidiaries to, not (ai) declare or pay any cash dividends on or make any other distributions in respect of any class or series of its Equity Interests or (other than dividends or distributions payable solely in its Qualified Equity Interests), (bii) directly or indirectly purchase, redeem, or otherwise acquire or retire for value cash any of its Equity InterestsInterests (each, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentsPayment”); provided, however, that the foregoing shall not operate to prevent: (ia) [reserved]; (b) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Restricted Subsidiaries so long as (x) the Borrower is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any Loan Party such dividend or Subsidiary thereof distribution for such purpose; (B) to Borrower or Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and Holdings to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiaryenable it to pay) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained entities’ operating expenses incurred in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock ordinary course of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses business and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent(including, in each casewithout limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in business, plus (y) any fiscal yearreasonable and customary compensation, (b) to reimburse any costs expense reimbursements and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments indemnification claims made by Ultimate Parent directors or officers of Holdings or any direct or indirect parent thereof attributable to the Sellers (under ownership or operations of Holdings, the Borrower and as defined in the Tax Receivables Agreement)its Restricted Subsidiaries; (viiC) to Holdings the making proceeds of dividends which shall be used by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and fees expenses required to maintain such Person’s the corporate existenceexistence of Holdings and any direct or indirect parent thereof; (viiiD) to Holdings the making proceeds of dividends which shall be used by Borrower Holdings or any Holding Company to Ultimate Parent direct or indirect parent thereof to pay fees and expenses (other than related to any one or more Affiliates) related to an unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of Ultimate Parent which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that was not consummated (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in an aggregate amount not Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to exceed $4,000,000 consummate such investment otherwise permitted by Section 8.9, in any fiscal yeareach case, in accordance with the requirements of Section 4; (ixA) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of dividends Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Holding Company to a Holding Company Restricted Subsidiary of an unsecured note in payment of the redemption or Ultimate Parent, as applicableacquisition price of such Equity Interests, in an aggregate amount to pay customary salaryeach case held by any future, bonus present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares no Default or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur immediately arise as a result thereof and (y) the aggregate amount of such payment; and distributions (xiwhether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the redemption unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests held of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (d) other than during the Basket Suspension Period, the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Investors by Ultimate Parent in accordance with Interests using the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified proceeds of any sale or issuance of Equity Interests of Ultimate Parentthe Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower (but excluding any such proceeds or contributions received during the Financial Covenant Suspension Period), in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (e) other than during the Basket Suspension Period, the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than (x) a public offering pursuant to a registration statement on Form S-8 or (y) any public offering the proceeds of which are received during the Financial Covenant Suspension Period, but including any secondary offering) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (f) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (g) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (h) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (i) other than during the Basket Suspension Period, other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 8.12(i); provided, that after giving effect to such Restricted Payment, no Event of Default shall have occurred and be continuing or result therefrom; (j) to the extent constituting Restricted Payments, transactions expressly permitted by Section 8.9 (other than Section 8.9(v)), Section 8.10 (other than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (k) the Borrower and its Restricted Subsidiaries may make Restricted Payments necessary to consummate the Transactions; (l) other than during the Basket Suspension Period, if no Default or Event of Default has occurred and is continuing or would result therefrom at the times of the declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed $25,000,000 minus any amounts allocated to make investments pursuant to Section 8.9(n)(iii). (m) other than during the Basket Suspension Period, the Borrower and its Restricted Subsidiaries may make additional Restricted Payments so long as the Total Leverage Ratio, determined on a Pro Forma Basis for the period of four consecutive fiscal quarters most recently ended for which financial statements are available, would not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (capital stock or other than dividends equity interests or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, (c) make any payment of Contingent Acquisition Consideration options, or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or similar instruments to acquire the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”)same; provided, however, that the foregoing shall not operate to prevent: prevent (iI) the making of dividends or distributions (i) by any Loan Party or Subsidiary thereof to of the Borrower or its Subsidiaries to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect its parent of such subsidiary corporation and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing exists prior to or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; action, by the Borrower in any calendar quarter in an amount not greater than an amount equal to the product of (iA) ATC may redeem $0.03 times (B) the number of common equity securities of the Borrower outstanding on the date hereof plus the number of new common equity securities issued by the Borrower after the date hereof other than (w) equity securities issued as a dividend, (x) equity securities issued in whole connection with a stock split, and (y) equity securities issued to a seller in connection with an Acquisition, (II) the direct or in part indirect purchase, redemption, or other acquisition or retirement of, or the rescission of any of its transactions involving the acquisition of, any capital stock with proceeds received by ATC from substantially concurrent or other equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the LendersBorrower, when taken as a wholeor any warrants, contained in such other class of capital stock are at least as advantageous options, or similar instruments to acquire the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower same, or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined cash settlement in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants lieu of any such Holding Company or Ultimate Parent so long as of the payment of such salariesforegoing, bonuses and other benefits are attributable solely to work performed in connection with the operation fact that certain participants in the CTS Corporation Retirement Savings Plan (the “Retirement Savings Plan”) have purchased shares of Borrower common stock under the Retirement Savings Plan, which purchases were not registered on Form S-8 under the Securities Act of 1933, and its Subsidiaries; (xIII) payment of Contingent Acquisition Consideration (A) in shares any distribution or (B) in cash, so long as in redemption under the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate ParentBorrower’s Shareholder Rights Plan.

Dividends and Certain Other Restricted Payments. No Loan Party shallBorrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests or any warrants (including, without limitation, the Warrants ), options, or similar instruments to acquire the same (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants (other than the BIP Warrant), options, or similar instruments to acquire the same, or (c) make directly or indirectly pay management, consulting or similar fees to any payment Affiliate of Contingent Acquisition Consideration Borrower or a Subsidiary, or (d) make any voluntary prepayment on account payment in respect of any Subordinated Debt the Brainchild Earn-Out, the Brainchild Put Right, the DialedIn Earn-Out, the DialedIn General Sales Commission or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder DialedIn HP Sales Commission, as applicable (collectively referred to herein as “Restricted Payments”); provided, however, provided that the foregoing shall not operate to prevent: (i) prevent the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower; provided further that, (i) Borrower or may pay to any Wholly Owned Subsidiary of Borrower (orthe Brainchild Seller the Brainchild Earn-Out, in accordance with the case terms and conditions of non-Wholly Owned SubsidiariesSection 1.2.3 of the Brainchild Purchase Agreement in effect on the date hereof, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or proposed payment prior to December 31and after giving effect to such proposed payment, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (B) Ultimate Parent Borrower shall be in pro forma compliance with the financial covenants set forth contained in Section 7.13 on a pro forma basis (7.12 hereof as of the most recent fiscal quarter then last ended for which Borrower has delivered financial statements have been delivered pursuant to Administrative AgentSection 6.5(d) hereof; (ii) Borrower may pay to the Brainchild Seller the Brainchild Put Right, in accordance with the terms and conditions of Section 1.2.2 of the Brainchild Purchase Agreement in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such Restricted Paymentproposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof and (C) Borrower shall have Minimum Availability of no less than $1,000,000; (iiii) ATC Borrower may redeem pay to the DialedIn EO Recipients the DialedIn Earn-Out, in whole or in part any of its capital stock accordance with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any the terms and provisions material conditions of Section 2.4 of the DialedIn Merger Agreement as in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; (iv) Borrower may pay to the interests DialedIn EO Recipients the DialedIn General Sales Commission, in accordance with the terms and conditions of the LendersDialedIn Sales Commission Agreement as in effect on the date hereof, when taken so long as a wholewith respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in such other class Section 7.12 hereof as of capital stock are at least as advantageous the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; (v) Borrower may pay to the Lenders DialedIn EO Recipients the DialedIn HP Sales Commission, in accordance with the terms and conditions of the DialedIn Sales Commission Agreement as those in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the capital stock redeemed thereby and (iimost recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person;hereof; and (vi) Borrower may pay to the making GPA Learn Seller the GPA Learn Royalty (including, but not limited to, any payments of dividends the GPA Learn Royalties previously prohibited by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parentthe terms hereof), in each case, which are reasonable accordance with the terms and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions conditions of the Tax Receivables GPA Learn Royalty Agreement (other than as in effect on the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cashdate hereof, so long as in the case of sub-clause with respect to any proposed payment prior to and after giving effect to such proposed payment, (B), A) no Default or Event of Default has shall have occurred and is be continuing under Section 8.1(a) or would occur as a result of such payment; and therefrom, and (xiB) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent Borrower shall be in accordance pro forma compliance with the Equity Purchase Documents; provided that each such redemption is paid solely financial covenants contained in Qualified Equity Interests Section 7.12 hereof as of Ultimate Parentthe most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor The Borrower shall it permit any of its Subsidiaries to, not (a) declare or pay any cash dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value cash any of its Equity InterestsInterests (each, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentsPayment”); provided, however, that the foregoing shall not operate to prevent: (i) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Restricted Subsidiaries so long as (x) the Borrower is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any Loan Party such dividend or Subsidiary thereof distribution for such purpose; (B) to Borrower or Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and Holdings to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiaryenable it to pay) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained entities’ operating expenses incurred in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock ordinary course of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses business and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent(including, in each casewithout limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in business, plus (y) any fiscal yearreasonable and customary compensation, (b) to reimburse any costs expense reimbursements and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments indemnification claims made by Ultimate Parent directors or officers of Holdings or any direct or indirect parent thereof attributable to the Sellers (under ownership or operations of Holdings, the Borrower and as defined in the Tax Receivables Agreement)its Restricted Subsidiaries; (viiC) to Holdings the making proceeds of dividends which shall be used by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and fees expenses required to maintain such Person’s the corporate existenceexistence of Holdings and any direct or indirect parent thereof; (viiiD) to Holdings the making proceeds of dividends which shall be used by Borrower Holdings or any Holding Company to Ultimate Parent direct or indirect parent thereof to pay fees and expenses (other than related to any one or more Affiliates) related to an unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of Ultimate Parent which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that was not consummated (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in an aggregate amount not Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to exceed $4,000,000 consummate such investment otherwise permitted by Section 8.9, in any fiscal yeareach case, in accordance with the requirements of Section 4; (ixA) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of dividends Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Holding Company to a Holding Company Restricted Subsidiary of an unsecured note in payment of the redemption or Ultimate Parent, as applicableacquisition price of such Equity Interests, in an aggregate amount to pay customary salaryeach case held by any future, bonus present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares no Default or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur immediately arise as a result thereof and (y) the aggregate amount of such paymentdistributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (v) the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than a public offering pursuant to a registration statement on Form S-8, but including any secondary offering, and including, without limitation, the underwritten primary public offering of Parent on October 10, 2014) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 8.12(ix); andprovided, that after giving effect to such Restricted Payment, no Event of Default shall have occurred and be continuing or result therefrom; (x) to the extent constituting Restricted Payments, transactions expressly permitted by Section 8.9 (other than Section 8.9(v)), Section 8.10 (other than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the redemption Borrower and its Restricted Subsidiaries may make Restricted Payments necessary to consummate the Transactions; (xii) if no Default or Event of Equity Interests held Default has occurred and is continuing or would result therefrom at the times of the declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Equity Investors Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by Ultimate Parent this Section 8.12 in accordance with an amount not to exceed $10,000,000 minus any amounts allocated to make investments pursuant to Section 8.9(n)(iii). (xiii) the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests Borrower and its Restricted Subsidiaries may make additional Restricted Payments so long as the Total Leverage Ratio, determined on a Pro Forma Basis for the period of Ultimate Parentfour consecutive fiscal quarters most recently ended for which financial statements are available, would not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. No Loan Party Neither the Parent nor the Borrower shall, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) make any payment of Contingent Acquisition Consideration directly or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder indirectly pay Management Fees (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests)Borrower; (ii) so long as dividend payments from the Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, Parent in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed 75,000,000 in any fiscal year the greater aggregate during the term of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA this Agreement, for the most recently ended Test Periodpurpose of making common equity repurchases; provided, provided however, that such dividend payments shall be allowed only to the extent that (A) no Default or Event of Default shall have has occurred and be is continuing immediately prior to or would arise as a result therefrom and of any such dividend payment, (B) Ultimate Parent the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Total Funded Debt/EBITDA Ratio (calculated on a pro forma basis to give effect to such dividend payment) shall be 0.25 to 1.0 less than the then applicable covenant compliance level as set forth in compliance with Section 8.23(a) hereof and that the other financial covenants set forth in Section 7.13 on a pro forma basis 8.23 (b) hereof will be satisfied as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) set forth therein after giving effect to such Restricted Paymentdividend payment and (C) the Administrative Agent shall have received satisfactory evidence that after giving effect to such dividend payment and any Credit Event made in connection therewith, the Borrower shall have Unused Revolving Credit Commitments of at least $10,000,000; (iiii) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms cash dividends and provisions material distributions to the interests Parent for the purpose of permitting the Parent to pay federal and state income taxes, franchise taxes and other taxes, fees and assessments to the extent attributable to the business of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and Borrower or any Subsidiary may pay dividends payable solely in the capital stock of such PersonSubsidiary; (viiv) dividends and distributions from the making Borrower to the Parent (or payments on behalf of dividends by Borrower or a Holding Company the Parent) to a Holding Company or Ultimate Parentpermit the Parent to (A) make payments consisting of salary, as applicablebenefits and other compensation to its employees, directors and officers, (aB) to pay operating expenses audit fees, legal fees, financing fees, costs of obtaining directors’ and officers’ liability insurance, and costs directly associated with Xxxxxxxx-Xxxxx compliance and (C) pay other corporate overhead public company costs and overhead fees and expenses of any such Holding Company or Ultimate Parent, in each case, which that are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such paymentbusiness; and (xiv) payments required to be made under the redemption Management and Administrative Services Agreement and the Tax Sharing Agreement, without giving effect to any amendment to either of Equity Interests held such agreements unless consented to in writing by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate ParentAdministrative Agent.

Dividends and Certain Other Restricted Payments. No Loan Party shallBorrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests or any warrants (including, without limitation, the Warrants and the BIP Warrant), options, or similar instruments to acquire the same (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants (including, without limitation, the Warrants and the BIP Warrant), 20 options, or similar instruments to acquire the same, (c) make directly or indirectly pay management, consulting or similar fees to any payment Affiliate of Contingent Acquisition Consideration Borrower or a Subsidiary, or (d) make any voluntary prepayment on account payment in respect of any Subordinated Debt the Brainchild Earn-Out, the Brainchild Put Right, the DialedIn Earn-Out, the DialedIn General Sales Commission or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder DialedIn HP Sales Commission, as applicable (collectively referred to herein as “Restricted Payments”); provided, however, provided that the foregoing shall not operate to prevent: (i) prevent the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower; provided further that, (i) Borrower or may pay to any Wholly Owned Subsidiary of Borrower (orthe Brainchild Seller the Brainchild Earn-Out, in accordance with the case terms and conditions of non-Wholly Owned SubsidiariesSection 1.2.3 of the Brainchild Purchase Agreement in effect on the date hereof, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or proposed payment prior to December 31and after giving effect to such proposed payment, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (B) Ultimate Parent Borrower shall be in pro forma compliance with the financial covenants set forth contained in Section 7.13 on a pro forma basis (7.12 hereof as of the most recent fiscal quarter then last ended for which Borrower has delivered financial statements have been delivered pursuant to Administrative AgentSection 6.5(d) hereof; (ii) Borrower may pay to the Brainchild Seller the Brainchild Put Right, in accordance with the terms and conditions of Section 1.2.2 of the Brainchild Purchase Agreement in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lendersproposed payment, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) Borrower shall be in cashpro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof and (C) Borrower shall have Minimum Availability of no less than $1,000,000; (iii) Borrower may pay to the DialedIn EO Recipients the DialedIn Earn-Out, in accordance with the terms and conditions of Section 2.4 of the DialedIn Merger Agreement as in effect on the date hereof, so long as in the case of sub-clause with respect to any proposed payment prior to and after giving effect to such proposed payment, (B), A) no Default or Event of Default has shall have occurred and is be continuing under Section 8.1(a) or would occur result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as a result of such paymentthe most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; and (xiiv) Borrower may pay to the redemption of Equity Interests held by DialedIn EO Recipients the Equity Investors by Ultimate Parent DialedIn General Sales Commission, in accordance with the Equity Purchase Documentsterms and conditions of the DialedIn Sales Commission Agreement as in 21 effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; provided that each (v) Borrower may pay to the DialedIn EO Recipients the DialedIn HP Sales Commission, in accordance with the terms and conditions of the DialedIn Sales Commission Agreement as in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such redemption proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; and (vi) Borrower may pay to the GPA Learn Seller the GPA Learn Royalties (including, but not limited to, any payments of the GPA Learn Royalties previously prohibited by the terms hereof), in accordance with the terms and conditions of the GPA Learn Royalty Agreement as in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof.” (v) Section 7.7 of the Credit Agreement is paid solely hereby amended and restated in Qualified Equity Interests of Ultimate Parent.its entirety to read as follows: “

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interests), capital stock or other equity interests) or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, (c) make any payment of Contingent Acquisition Consideration options, or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or similar instruments to acquire the proceeds of a Loan hereunder same (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to preventprevent or prohibit: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests)Borrower; (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not distributions to exceed in any fiscal year the greater of Parent to permit the Parent to pay (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses franchise taxes and other corporate overhead costs and similar licensing expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business business, and (y) in an aggregate amount not the event the Borrower files a consolidated income tax return with the Parent, or the Parent is otherwise required to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining take into account the provisions income of the Tax Receivables Agreement (other Borrower in determining the Parent’s income tax liability, federal and state income taxes then due and owing, provided that the amount of such distribution in respect of income taxes shall not be greater than the payment amount of any tax payments thereunder income taxes that the Borrower would have been required to pay if it did not file a consolidated return with the Parent or related thereto) or (c) for payments made by Ultimate Parent was otherwise required to pay taxes on a stand-alone basis and the amounts so paid to the Sellers (under and as defined in Parent are used by the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees such tax liabilities; and (iii) the Borrower from making dividends and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in distributions during any fiscal year; year in amounts necessary to allow each of its shareholders to make payments in respect of its federal income tax liability (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parentand, as if applicable, state income tax liability) attributable to its pro rata share of the Borrower’s taxable income (determined in an aggregate amount accordance with the Code) (including estimated tax payments determined in good faith by the Borrower which are required to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent be made by its shareholders with respect thereto) so long as the payment of such salaries, bonuses and other benefits are attributable solely Borrower shall have elected to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long be treated as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentan S Corporation for income tax purposes.

Dividends and Certain Other Restricted Payments. No Loan Party Borrower shall, nor shall it permit any of its Subsidiaries Credit Party to, directly or indirectly: (a) declare or pay any dividends on dividend or make any other distributions in respect payment or distribution on account of any class or series of its Credit Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Credit Party) or to the direct or indirect holders of any Credit Party’s Equity Interests in their capacity as such (other than dividends or distributions payable solely in its Qualified Equity InterestsInterests (other than Disqualified Stock) of Parent and other than dividends or distributions payable to Parent or a Domestic Subsidiary of Parent (other than an Excluded Subsidiary), ); (b) directly purchase, redeem or indirectly otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent of Parent (other than any such Equity Interests owned by any Credit Party); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness for Borrowed Money of its Equity Interestsany Credit Party that is contractually subordinated to the Obligations (excluding any intercompany Indebtedness for Borrowed Money between or among Parent and any other Credit Party), (c) make any except a payment of Contingent Acquisition Consideration interest or principal at the stated maturity thereof; or (d) make pay consulting, management, or other similar fees to any voluntary prepayment on account Affiliate of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder Parent (all such payments and other actions set forth in these clauses (a) through (d) above being collectively referred to herein as “Restricted Payments”); providedunless, however, that at the foregoing shall not operate time of and after giving effect to preventsuch Restricted Payment: (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied after giving effect thereto; and (ii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Credit Parties since the Closing Date (excluding Restricted Payments permitted by clauses (1) through (9) of the next succeeding paragraph), is less than the sum, without duplication, of: (1) 50% of the “Consolidated Net Income” (as defined in the Indenture as of the Closing Date) of the Credit Parties for the period (taken as one accounting period) from October 1, 2009 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (2) 100% of the aggregate net cash proceeds received by Parent since the Closing Date as a contribution to its common equity capital or from (x) the issue or sale of Equity Interests of Parent or (y) from the issue or sale of convertible or exchangeable Disqualified Stock of Parent or convertible or exchangeable debt securities of Parent (including any additional net proceeds received by Parent upon such conversion or exchange) that, in the case of this clause (y), have been converted into or exchanged for Equity Interests of Parent (other than Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Domestic Subsidiary of Parent, other than an Excluded Subsidiary); plus (3) to the extent that any “Restricted Investment” (as defined in the Indenture as of the Closing Date) of a Credit Party that was made after the Closing Date is sold for cash or otherwise liquidated or repaid for cash, the amount of cash received upon such sale, liquidation or repayment; plus (4) 50% of any dividends received in cash by Parent or a “Restricted Subsidiary” (as defined in the Indenture as of the Closing Date) of Parent after the Closing Date from an “Unrestricted Subsidiary” (as defined in the Indenture as of the Closing Date) of Parent, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Parent for such period. The preceding provisions will not prohibit: (1) the making of dividends any Restricted Payment in exchange for, or distributions by any Loan Party out of or Subsidiary thereof with the net cash proceeds of the substantially concurrent sale (other than to Borrower or to any Wholly Owned a Domestic Subsidiary of Borrower Parent) of, Equity Interests of Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Equity Interests for purposes of clause (iii)(2) of the preceding paragraph; (2) the payment of any dividend (or, in the case of non-Wholly Owned Subsidiariesany partnership or limited liability company, any similar distribution) by a Domestic Subsidiary of Parent (other than an Excluded Subsidiary) to Borrower or any subsidiary that is a direct or indirect parent the holders of such subsidiary and to each other owner of equity interests of such subsidiary its Equity Interests on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests)basis; (ii3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness for Borrowed Money of any Credit Party that is contractually subordinated to the Obligations with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; (4) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any Domestic Subsidiary of Parent (other than an Excluded Subsidiary) held by any current or former officer, director, consultant or employee (or any of their respective heirs or estates) of Parent or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year may not exceed the sum of (x) $1,000,000, plus (y) the aggregate amount of Restricted Payments permitted (but not made) pursuant to this clause (4) in the previous calendar year, and provided further that after giving effect to the foregoing, no Event of Default is continuing and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied; (5) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; (6) so long as Borrower remains a pass through entity for United States federal no Default or Event of Default has occurred and state income tax purposesis continuing, Borrower may pay and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied, in each case after giving effect thereto, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or make distributions series of Disqualified Stock of Parent or any preferred stock of any Domestic Subsidiary of Parent (other than an Excluded Subsidiary) issued on or after the Closing Date; (7) payments of cash, dividends, distributions, advances or other payments by Parent or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) in an amount not to ATC through ATL (no more frequently than quarterly or as required by law exceed $10,000 in any calendar year to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends cash in lieu of the issuance of fractional shares upon the exercise of options or make distributions to its members, including Ultimate Parent, ATH and holders warrants or the conversion or exchange of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net Capital Stock of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATCPerson; (iii) Restricted Payments made on or prior to December 31, 2023 8) payments to the members of ATC with respect to distributions Principal of management fees and incentive or performance transaction fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended Management Agreement (as in existence on the Closing Date), provided that if immediately before or after such payments, there are Revolving Loans or Reimbursement Obligations outstanding, (y) no transaction fees may be paid if an Event of Default has occurred and Restated Limited Liability Company Agreement is continuing or would be created by such payment, and (z) no management fee may be paid (A) if a Material Event of ATC; Default has occurred and is continuing or would be created by such payment, or (ivB) beginning if any Event of Default (other than a Material Default) has occurred and is continuing or would be created by such payment and the Liquidity Test is not satisfied after the Amendment Period End Date, the making of such payment; and (9) so long as no Default or Event of Default has occurred and is continuing, and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied, in each case after giving effect thereto, other Restricted Payments in an aggregate amount not to exceed in any fiscal year $5,000,000 during the greater term hereof. The amount of all Restricted Payments (xother than cash) $12,000,000 and (ywill be the Fair Market Value on the date of the Restricted Payment of the asset(s) 17.5% or securities proposed to be transferred or issued by such Credit Party, as the case may be, pursuant to the Restricted Payment. For purposes of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in determining compliance with the covenants set forth in Section 7.13 any Dollar-denominated restriction on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parentany Restricted Payment, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses the Dollar Equivalent amount of any Restricted Payment denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date or dates such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that Restricted Payment was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentmade.

Dividends and Certain Other Restricted Payments. No Loan Party Neither the Company nor Whitestone REIT, shall, nor shall it they permit any of its Subsidiaries to, Material Subsidiary to declare or make any Restricted Payment; provided that: (a) the Company and its Subsidiaries shall be permitted to declare or and pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than distributions, dividends or distributions payable solely redemptions from time to time in amounts determined by the Companymay make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its Qualified Equity Interests), equity holders) (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interests, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “such Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow which for the payment sake of estimated Taxes)clarity shall exclude those Restricted Payments otherwise permitted under Section 10.12(c) below, and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions “Ordinary Dividends”) up to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (xi) $12,000,000 and (y) 17.595% of Consolidated EBITDA FFO for the most recently ended Test Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, provided that however if (Aa1) no Default or any Specified Event of Default shall have occurred and be continuing or would result therefrom continuing, Whitestone REIT and the Company may only pay dividends, distributions and redemptions as are necessary to maintain Whitestone REIT’s status as a real estate investment trust under applicable Legal Requirementsmake Ordinary Dividends of up to the amount permitted pursuant to clause (ii) above and (Bb2) Ultimate Parent any Event of Default under clauses (a), (b), (g), (h) or (i) of Section 11 shall be in compliance with havehas occurred and beis continuing, Whitestone REIT and the covenants set forth in Section 7.13 on a pro forma basis (as Company may not make any dividends, distributions or redemptions without the prior written consent of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted PaymentRequired Holders.; (i) ATC any wholly‑owned Subsidiary may redeem in whole make Restricted Payments, directly or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material indirectly, to the interests Company or any other wholly-owned Material Subsidiary of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby Company and (ii) ATC any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Company may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Company or any Subsidiary may pay dividends declare and make dividend payments or other distributions payable solely in the capital stock common Stock of such Person;entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Company, (ii) distributions of rights or equity securities under any rights plan adopted by the Company and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (vie) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as no Change of Control results therefrom, Whitestone REIT, the payment of such salaries, bonuses Company and other benefits are attributable solely to work performed each Subsidiary may make Restricted Payments in connection with the operation implementation of Borrower or pursuant to any retirement, health, stock option and its other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Company and the Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parent.

Dividends and Certain Other Restricted Payments. No Loan Party Neither the Parent nor the Borrower shall, nor shall it they permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) make any payment of Contingent Acquisition Consideration directly or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder indirectly pay Management Fees (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (ia) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests);Borrower, (iib) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), Management Fees and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends non-recurring transaction expenses to Great Hill in connection with Permitted Acquisitions whether or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, not consummated in an aggregate amount for all such dividends which does not exceed $700,000 plus reasonable actual out-of-pocket costs and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have expenses, so long as no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or shall result from the payment thereof, (c) so long as no Default or Event of Default exists or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenderstherefrom, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business distributions in an aggregate amount that does not to exceed $3,000,000 500,000 during any fiscal year of the Parent to fund the redemption of equity interests in the Parent owned by any officer, employee or director of the Borrower or its Affiliates upon the death, disability, resignation or termination of such officer, employee or director; and (d) the declaration and payment of income tax distributions (“Income Tax Distributions”) by the Borrowers or any Subsidiary (collectively referred to as the “Tax Distribution Entities” and each individually as a “Tax Distribution Entity”) in any fiscal year, (b) calendar year in amounts necessary to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions allow each of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, its members funds sufficient to pay franchise taxes the annual tax liabilities of such member solely with respect to its pro rata share of such entity’s non-separately computed income and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making separately stated items of dividends by Borrower income, loss, deduction or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment credit of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cashentity, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documentsfunds are actually used to pay such tax liabilities for such entity’s fiscal year ending during such calendar year; provided that the aggregate amount of Income Tax Distributions paid in any one calendar year does not exceed the amounts payable by the applicable Tax Distribution Entity’s members during such calendar year with respect to such Tax Distribution Entity’s taxable income for such Tax Distribution Entity’s fiscal year ending during such calendar year (determined as if each member’s pro rata share of such redemption is paid solely in Qualified Equity Interests Tax Distribution Entity’s taxable income was taxed at the maximum marginal federal, state, local and foreign income tax rate applicable to any of Ultimate Parentsuch Tax Distribution Entity’s shareholders or members).

Dividends and Certain Other Restricted Payments. No Loan Party shallBorrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests or any warrants (including, without limitation, the Warrants and the BIP Warrant), options, or similar instruments to acquire the same (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants (including, without limitation, the Warrants and the BIP Warrant), options, or similar instruments to acquire the same, (c) make directly or indirectly pay management, consulting or similar fees to any payment Affiliate of Contingent Acquisition Consideration Borrower or a Subsidiary, or (d) make any voluntary prepayment on account payment in respect of any Subordinated Debt the Brainchild Earn-Out, the Brainchild Put Right, the DialedIn Earn-Out, the DialedIn General Sales Commission or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder DialedIn HP Sales Commission, as applicable (collectively referred to herein as “Restricted Payments”); provided, however, provided that the foregoing shall not operate to prevent: (i) prevent the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower; provided further that, (i) Borrower or may pay to any Wholly Owned Subsidiary of Borrower (orthe Brainchild Seller the Brainchild Earn-Out, in accordance with the case terms and conditions of non-Wholly Owned SubsidiariesSection 1.2.3 of the Brainchild Purchase Agreement in effect on the date hereof, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or proposed payment prior to December 31and after giving effect to such proposed payment, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (B) Ultimate Parent Borrower shall be in pro forma compliance with the financial covenants set forth contained in Section 7.13 on a pro forma basis (7.12 hereof as of the most recent fiscal quarter then last ended for which Borrower has delivered financial statements have been delivered pursuant to Administrative AgentSection 6.5(d) hereof; (ii) Borrower may pay to the Brainchild Seller the Brainchild Put Right, in accordance with the terms and conditions of Section 1.2.2 of the Brainchild Purchase Agreement in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such Restricted Paymentproposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof and (C) Borrower shall have Minimum Availability of no less than $1,000,000; (iiii) ATC Borrower may redeem pay to the DialedIn EO Recipients the DialedIn Earn-Out, in whole or in part any of its capital stock accordance with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any the terms and provisions material conditions of Section 2.4 of the DialedIn Merger Agreement as in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; (iv) Borrower may pay to the interests DialedIn EO Recipients the DialedIn General Sales Commission, in accordance with the terms and conditions of the LendersDialedIn Sales Commission Agreement as in effect on the date hereof, when taken so long as a wholewith respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in such other class Section 7.12 hereof as of capital stock are at least as advantageous the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof; (v) Borrower may pay to the Lenders DialedIn EO Recipients the DialedIn HP Sales Commission, in accordance with the terms and conditions of the DialedIn Sales Commission Agreement as those in effect on the date hereof, so long as with respect to any proposed payment prior to and after giving effect to such proposed payment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as of the capital stock redeemed thereby and (iimost recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person;hereof; and (vi) Borrower may pay to the making GPA Learn Seller the GPA Learn Royalties (including, but not limited to, any payments of dividends the GPA Learn Royalties previously prohibited by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parentthe terms hereof), in each case, which are reasonable accordance with the terms and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions conditions of the Tax Receivables GPA Learn Royalty Agreement (other than as in effect on the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cashdate hereof, so long as in the case of sub-clause with respect to any proposed payment prior to and after giving effect to such proposed payment, (B), A) no Default or Event of Default has shall have occurred and is be continuing under Section 8.1(a) or would occur result therefrom, and (B) Borrower shall be in pro forma compliance with the financial covenants contained in Section 7.12 hereof as a result of such payment; andthe most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.5(d) hereof.” (xiv) Section 7.7 of the redemption of Equity Interests held by the Equity Investors by Ultimate Parent Credit Agreement is hereby amended and restated in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parent.its entirety to read as follows:

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor The Borrower shall it permit any of its Subsidiaries to, not (a) declare or pay any cash dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value cash any of its Equity InterestsInterests (each, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentsPayment”); provided, however, that the foregoing shall not operate to prevent: (i) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Subsidiaries so long as (x) the Borrower is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any Loan Party such dividend or Subsidiary thereof distribution for such purpose; (B) to Borrower or Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and Holdings to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiaryenable it to pay) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained entities’ operating expenses incurred in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock ordinary course of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses business and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent(including, in each casewithout limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in business, plus (y) any fiscal yearreasonable and customary compensation, (b) to reimburse any costs expense reimbursements and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments indemnification claims made by Ultimate Parent directors or officers of Holdings or any direct or indirect parent thereof attributable to the Sellers (under and as defined in ownership or operations of Holdings, the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (xC) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Contingent Acquisition Consideration Holdings to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and any direct or indirect parent thereof; (D) to Holdings the proceeds of which shall be used by Holdings or any direct or indirect parent thereof to pay fees and expenses related to any unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Subsidiaries pursuant to Section 8.9; provided that (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in shares Section 8.10) of the Person formed or acquired into the Borrower or a Subsidiary in order to consummate such investment otherwise permitted by Section 8.9, in each case, in accordance with the requirements of Section 4; (A) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Subsidiary of an unsecured note in cashpayment of the redemption or acquisition price of such Equity Interests, in each case held by any future, present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Subsidiaries (or any of their respective Investment Affiliates) in each case if and so long as in the case of sub-clause (B), x) no Default or Event of Default has occurred and is continuing under Section 8.1(a) or would occur immediately arise as a result thereof and (y) the aggregate amount of such paymentdistributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount, the “Permitted Distribution Amount”), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of any key-man life insurance policies; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; andprovided that the proceeds of the Cure Right shall not be used to make payments otherwise permitted pursuant to this clause (iv); (v) after a Qualified IPO, the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in such Qualified IPO so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrower or any Subsidiary deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 8.12(ix); provided, that (i) after giving effect to such Restricted Payment, no Event of Default shall have occurred and be continuing or result therefrom and (ii) on the date of declaration of such Restricted Payment and after giving effect to such Restricted Payment, the Total Leverage Ratio does not exceed 3.00:1.00, calculated on a Pro Forma Basis; (x) to the extent constituting Restricted Payments, transactions expressly permitted by Section 8.9 (other than Section 8.9(v)), Section 8.10 (other than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the redemption Borrower and its Subsidiaries may make Restricted Payments necessary to consummate the Transactions (including the Special Distribution); and (xii) so long as (A) no Default or Event of Equity Interests held Default has occurred and is continuing or would result therefrom (in each case, determined as of the date of declaration of such Restricted Payment) or (B) no Event of Default under Section 9.1(a), (j) or (k) has occurred and is continuing or would result therefrom at the time of making such Restricted Payment, Restricted Payments by Holdings, the Equity Investors Borrower or its Subsidiaries in addition to those otherwise permitted by Ultimate Parent this Section 8.12 in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentan amount not to exceed $20,000,000 minus any amounts allocated to make investments pursuant to Section 8.9(n)(iii).

Dividends and Certain Other Restricted Payments. No Loan Party shallBorrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, (c) make any payment of Contingent Acquisition Consideration options, or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or similar instruments to acquire the proceeds of a Loan hereunder same (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: in each case (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interestsexcept Section 7.6(a); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Date, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing (both before or would as a result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to making of such Restricted Payment): (a) each Subsidiary may make Restricted Payments, directly or indirectly, to Borrower; (ib) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms Borrower and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any each Subsidiary may pay dividends declare and make dividend payments or other distributions payable solely in the capital common stock or other common equity interests of such Person; (vic) the making Borrower may repurchase shares tendered by employees to satisfy tax withholding obligations on awards of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parentequity compensation, so long as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which repurchases are reasonable and customary and incurred completed in the ordinary course of business and do not exceed $2,000,000, in the aggregate, in any fiscal year of Borrower; and (d) Borrower shall be permitted to make other Restricted Payments in the form of cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common equity interests in an aggregate amount in any fiscal year of Borrower not to exceed $3,000,000 in any fiscal yearif, at least ten (b10) Business Days prior to reimburse any costs and expenses paid in cash related each such Restricted Payment, Borrower has delivered a certificate to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection Bank demonstrating compliance with the operation of Borrower and its Subsidiaries; (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parentrequirements set forth herein.

Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests capital stock or other equity interests (other than dividends or distributions payable solely in its Qualified Equity Interestscapital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interestscapital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to December March 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (iv) beginning after the Amendment Period End Datedate of the delivery of the Compliance Certificate for the fiscal quarter ending December 31, 2023, the making of Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $12,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period, provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (i) ATC may redeem in whole or in part any of its capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may pay dividends payable solely in the capital stock of such Person; (vi) the making of dividends by Borrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (a) to pay operating expenses and other corporate overhead costs and expenses of any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries;; and (x) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or would occur as a result of such payment; and (xi) the redemption of Equity Interests held by the Equity Investors by Ultimate Parent in accordance with the Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of Ultimate Parent.