OneStream, Inc. Watch

from S-1 12 pages Unit and Stock Purchase Agreement

from 8-K 15 pages Onestream, Inc. Indemnification Agreement

from 8-K 13 pages Stockholders’ Agreement

from 8-K 45 pages Registration Rights Agreement Section I Definitions

from 8-K 51 pages Tax Receivable Agreement by and Among Onestream, Inc. OneStream Software LLC and the Members of OneStream Software LLC From Time to Time Party Hereto Dated as July 23, 2024

from 8-K 90 pages OneStream Software LLC Sixth Amended and Restated Operating Agreement Dated as of July 23, 2024

from S-1/A 11 pages Unit and Stock Purchase Agreement

from S-1/A 6 pages OneStream, Inc. Outside Director Compensation Policy Adopted and Approved [●], 2024, and Effective as of the Effective Date

from S-1/A 24 pages Purpose. the Purpose of the Plan Is to Provide Employees of the Company and Its Designated Companies With an Opportunity to Purchase Common Stock Through Accumulated Contributions. the Company Intends for the Plan to Have Two Components: A Component That Is Intended to Qualify as an “Employee Stock Purchase Plan” Under Code Section 423 (The “423 Component”) and a Component That Is Not Intended to Qualify as an “Employee Stock Purchase Plan” Under Code Section 423 (The “Non-423 Component”). the Provisions of the 423 Component, Accordingly, Will Be Construed So as to Extend and Limit Plan Participation in a Uniform and Nondiscriminatory Basis Consistent With the Requirements of Code Section 423. an Option to Purchase Shares of Common Stock Under the Non-423 Component Will Be Granted Pursuant to Rules, Procedures, or Sub-Plans Adopted by the Administrator Designed to Achieve Tax, Securities Laws, or Other Objectives for Eligible Employees and the Company. Except as Otherwise Provided Herein, the Non-423 Component Will Operate and Be Administered in the Same Manner as the 423 Component. 2. Definitions. (A) “Administrator” Means the Board or Any Committee Designated by the Board to Administer the Plan Pursuant to Section 14. (B) “Affiliate” Means Any Entity, Other Than a Subsidiary, in Which the Company Has an Equity or Other Ownership Interest

from S-1/A 53 pages OneStream, Inc. 2024 Equity Incentive Plan 1. Purposes of the Plan; Award Types. (A) Purposes of the Plan. the Purposes of This Plan Are to Attract and Retain Personnel for Positions With the Company Group, to Provide Additional Incentive to Employees, Directors, and Consultants (Collectively, “Service Providers”), and to Promote the Success of the Company’s Business. (B) Award Types. the Plan Permits the Grant of Incentive Stock Options to Any Iso Employee and the Grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Awards to Any Service Provider. 2. Definitions. the Following Definitions Are Used in This Plan: (A) “Administrator” Means Administrator as Defined in Section 4(A)

from S-1/A 13 pages Stockholders’ Agreement

from S-1/A 82 pages OneStream Software LLC Sixth Amended and Restated Operating Agreement Dated as of [], 2024

from S-1/A 41 pages Tax Receivable Agreement by and Among OneStream, Inc. Onestream Software LLC and the Members of Onestream Software LLC From Time to Time Party Hereto Dated as [•], 2024

from S-1/A 15 pages OneStream, Inc. Indemnification Agreement

from S-1 15 pages OneStream, Inc. Executive Change in Control and Severance Policy

from S-1 6 pages OneStream, Inc. Confirmatory Employment Letter June 20, 2024

from S-1 6 pages OneStream, Inc. Confirmatory Employment Letter June 20, 2024

from S-1 6 pages OneStream, Inc. Confirmatory Employment Letter June 20, 2024

from S-1 11 pages “Code” Means the U.S. Internal Revenue Code of 1986, as Amended. Reference to a Specific Section of the Code or Regulation Thereunder Will Include Such Section or Regulation, Any Valid Regulation or Formal Guidance of General or Direct Applicability Promulgated Under Such Section or Regulation, and Any Comparable Provision of Any Future Legislation or Regulation Amending, Supplementing or Superseding Such Section or Regulation. 2.7 “Committee” Means a Committee Appointed by the Board (Pursuant to Section 3) to Administer the Plan. 2.8 “Company” Means OneStream, Inc., a Delaware Corporation, or Any Successor Thereto. 2.9 “Company Group” Means the Company and Any Parents, Subsidiaries, and Affiliates. 2.10 “Disability” Means a Permanent and Total Disability Determined in Accordance With Uniform and Nondiscriminatory Standards Adopted by the Administrator From Time to Time. 2.11 “Employee” Means Any Executive, Officer, or Other Employee of the Company Group, Whether Such Individual Is So Employed at the Time the Plan Is Adopted or Becomes So Employed Subsequent to the Adoption of the Plan

from S-1 43 pages Purpose. OneStream Software LLC, a Delaware Limited Liability Company (The “Company”) Hereby Establishes This 2019 Common Unit Option Plan (This “Plan”). This Plan Is Intended (I) to Attract and Retain the Best Available Personnel to Ensure the Company’s Success and Accomplish the Company’s Goals; (II) to Incentivize Employees, Managers, and Consultants With Long-Term, Equity-Based Compensation to Align Their Interests With the Interests of the Company’s Members; and (III) to Promote the Success of the Company’s Business. (B) Eligible Award Recipients. Employees, Consultants, Managers, or Individuals or Persons to Whom an Offer of a Service Relationship as an Employee, Consultant, or Manager Has Been or Is Being Extended (Together, “Eligible Persons”) May Receive Awards of Options, Subject to the Terms of This Plan. (C) Definitions. Capitalized Terms in This Plan Are Defined in Section 21. (D) Effective Date. This Plan Shall Become Effective on the Date It Is Adopted by the Company’s Board of Managers. (E) Effect on Other Plans, Awards, and Arrangements. No Payment Pursuant to This Plan Shall Be Taken Into Account in Determining Any Benefits Under Any Company or Any Affiliate Benefit Plan, Except to the Extent Otherwise Expressly Provided in Writing in Such Other Plan. 2. Units Available for Awards