Common use of Units; Capitalization Clause in Contracts

Units; Capitalization. The Company shall have the authority to issue an unlimited number of Common Units and Convertible Preferred Units. Immediately following the IPO, the Company will issue Class A Common Units (directly or indirectly) to Allvue in exchange for a contribution of the net proceeds received by Allvue from the IPO [(less any proceeds used to purchase Class A Common Units from [Bluefin Blocker, Inc.])] to the Company, such that following the transfer of Class A Common Units by [Bluefin Blocker, Inc.] to Allvue in exchange for Class A Common Stock and the issuance of Class A Common Units by the Company, the total number of Class A Common Units held (directly or indirectly) by Allvue will equal the total number of outstanding shares of Class A Common Stock. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.

Units; Capitalization. The Company shall have the authority to issue an unlimited number of Common Units and Convertible Preferred Units. Immediately following the IPO, the Company will issue Class A Common Units (directly or indirectly) to Allvue PowerSchool in exchange for a contribution of the net proceeds received by Allvue PowerSchool from the IPO [(less any proceeds used to purchase Class A Common Units from [Bluefin Blocker, Inc.]TOPCO (Series 1) or TOPCO (Series 2)] ) to the Company, such that following the transfer of Class A Common Units by [Bluefin Blocker, Inc.] TOPCO (Series 1) or TOPCO (Series 2) to Allvue PowerSchool in exchange for Class A Common Stock and the issuance of Class A Common Units by the Company, the total number of Class A Common Units held (directly or indirectly) by Allvue PowerSchool will equal the total number of outstanding shares of Class A Common Stock. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.