X0206 3 2020-09-23 0 0001809519 GoodRx Holdings, Inc. GDRX 0001822084 LeSieur Stephen C/O GOODRX HOLDINGS, INC. 233 WILSHIRE BLVD., SUITE 990 SANTA MONICA CA 90401 1 0 1 0 0001626997 Spectrum VII Investment Managers' Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO 94105 0 0 1 0 0001609969 Spectrum Equity VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 0 0 1 0 0001822087 Spectrum VII Co-Investment Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 0 0 1 0 0001824228 Spectrum Equity Associates VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 0 0 1 0 0001824265 SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO CA 94105 0 0 1 0 Class B Common Stock Class A Common Stock 54798400 I By Spectrum Equity VII, L.P. Class B Common Stock Class A Common Stock 93800 I By Spectrum VII Investment Managers' Fund, L.P. Class B Common Stock Class A Common Stock 52875 I By Spectrum VII Co-Investment Fund, L.P. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon either (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the earliest to occur of (i) seven years from the filing and effectiveness of the Issuer's amended and restated certificate of incorporation and (ii) the voting power of the Issuer's outstanding Class B Common Stock representing less than 10% of the combined voing power of all of the Issuer's outstanding common stock. The general partner of Spectrum Equity VII, L.P. ("Spectrum Equity VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates VII"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund") and Spectrum Equity Associates VII is SEA VII Management, LLC. Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by Spectrum Equity VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. /s/ Gracye Cheng, Attorney-in-Fact for Stephen LeSieur 2020-09-23 Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer 2020-09-23 Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 2020-09-23 Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 2020-09-23 Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 2020-09-23 SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 2020-09-23