First Amendment to the Vivid Seats Inc. 2021 Incentive Award Plan, effective February 5, 2024

“Incentive Stock Option Limitation.  Notwithstanding anything to the contrary herein, no more than 47,658,108 Shares may be issued pursuant to the exercise of Incentive Stock Options.”

“Effective Date and Term of Plan.  The Plan became effective on the Effective Date, and unless earlier terminated by the Board, will remain in effect until the earlier of (i) the earliest date as of which all Awards granted under the Plan have been satisfied in full or terminated and no Shares approved for issuance under the Plan remain available to be granted under new Awards or (ii) (x) if the First Amendment to the Plan is approved by the Company’s stockholders, the 10^th anniversary of the date that the First Amendment to the Plan was approved by the Company’s stockholders, or (y) if the First Amendment to the Plan is not approved by the Company’s stockholders, the 10^th anniversary of the date that the Plan was approved by the Company’s stockholders, but in each case Awards previously granted may extend beyond that date in accordance with the Plan.”

““Overall Share Limit” means the sum of: (i) 47,658,108 Shares; and (ii) an annual increase on the first day of each calendar year, beginning on January 1, 2025 and ending on and including January 1, 2034, equal to the lesser of (A) 5.0% of the aggregate number of shares of Common Stock and Class B common stock of the Company outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board.”