TAX RECEIVABLE AGREEMENT BY AND AMONG POWERSCHOOL HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF JULY 27, 2021Tax Receivable Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 27, 2021 is hereby entered into by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Corporation”), VEPF VI AIV III Corp., a Delaware corporation (“Vista Blocker I”), Onex Pinnacle Holdings Corporation, a Delaware corporation (“Onex Blocker”), VEPF V AIV VI Corp., a Delaware corporation (“Vista Blocker II”), Severin Holdings, LLC, a Delaware limited liability company (the “Company”), Series 1, a series of Severin Topco, LLC, a Delaware limited liability company (“TOPCO (Series 1)”), Series 2, a series of Severin Topco, LLC, a Delaware limited liability company (“TOPCO (Series 2)”), Vista Equity Partners Fund VI, L.P., a Cayman Islands limited partnership, Vista Equity Partners Fund VI-A, L.P., a Cayman Islands limited partnership, VEPF VI FAF, L.P., a Cayman Islands limited partnership, Pinnacle Holdings I L.P., a Delaware limited partnership (“Pinnacle Holdings”), Onex Powerschool LP, Onex Partners IV
POWERSCHOOL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 30, 2021 among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”) and each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SEVERIN HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 27, 2021Limited Liability Company Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Severin Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 27, 2021, by and among the Company, PowerSchool Holdings, Inc., a Delaware corporation (“PowerSchool”), Series 1, a series of Severin Topco, LLC, a Delaware limited liability company (“TOPCO (Series 1)”), Series 2, a series of Severin Topco, LLC, a Delaware limited liability company (“TOPCO (Series 2)”), Pinnacle Holdings Corporation, a Delaware corporation, and Promachos Holding, Inc., a Delaware corporation (“Promachos Holding”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
EXCHANGE AGREEMENTExchange Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
PowerSchool Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 39,473,685 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,921,052 additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (the “Class A Common Stock”). The Class A Common Stock, together with the Class B common stock, $0.01 par value per share (the “Class B Common Stock”), are referred to herein as the “Stock”.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 30th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2021, by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), Onex Partners Manager LP (together with its affiliated investment entities, “Onex”) and VEP Group, LLC (together with its affiliated investment entities, “Vista” and together with Onex, the “Lead Sponsors”). This Agreement shall be effective from the date hereof (the “Effective Date”).
