INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021 between PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among BCPE POLYMATH BUYER, INC., BCPE POLYMATH MERGER SUB, INC. and POWERSCHOOL HOLDINGS, INC. Dated as of June 6, 2024Merger Agreement • June 10th, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 6, 2024, by and among BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”), and PowerSchool Holdings, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
POWERSCHOOL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 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.
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
SECOND LIEN CREDIT AGREEMENT among Severin Holdings, LLC, as Holdings, Severin Acquisition, LLC, as the Top Borrower, PeopleAdmin, Inc., Promachos Holding, Inc. and Performance Matters LLC, also as Borrowers, certain other Restricted Subsidiaries from...Second Lien Credit Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
WHEREAS, pursuant to that certain Securities Purchase and Merger Agreement, dated as of April 15, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner that would not result in a failure of the condition precedent set forth in Section 5.1(b)(i), the “Acquisition Agreement”), by and among Pinnacle Holdings I LP (“Holdings LP”), Pinnacle Holdings II LLC (“Holdings LLC” and together with Holdings LP, the “Buyer”), Pinnacle Merger Sub I Corp., Pinnacle Merger Sub II LLC, Severin Topco, LLC (“PowerSchool”), PeopleAdmin, the equityholders listed on the signature pages thereto and Vista Equity Partners Management, LLC, solely in its capacity as the equityholders’ representative (in such capacity, the “Seller”), Holdings LP and Holdings LLC, directly or indirectly, together will acquire (the “Acquisition”) from the Seller all of the outstanding equity interests of both
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
SUPPORT AND ROLLOVER AGREEMENTSupport and Rollover Agreement • June 10th, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This Support and Rollover Agreement (this “Agreement”), dated as of June 6, 2024, is entered into by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), the undersigned stockholder parties hereto (each, a “Stockholder” and collectively, the “Stockholders”), BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), BCPE Polymath Topco, LP, a Delaware limited partnership (“Parent TopCo”), BCPE Polymath Parent, Inc., a Delaware corporation (“ParentCo”), and, solely for purposes of Section 11, Onex Partners Manager LP. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
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”).
AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 10th, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software
This AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (this “Amendment”), by and between PowerSchool Holdings, Inc., a Delaware corporation (the “Corporation”), and the TRA Holders party hereto, shall be effective as of the Effective Date (as defined below). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Tax Receivable Agreement (as defined below).
BCPE Polymath Buyer, Inc. c/o Bain Capital Private Equity, LP Boston, MA 02116 Ladies and Gentlemen:Equity Purchase Agreement • July 23rd, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Fund” and collectively, the “Funds”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of BCPE Polymath Buyer, Inc., a newly formed Delaware corporation (“Parent”), formed to acquire, hold and dispose of, directly or indirectly, equity interests of PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the transactions contemplated by that certain Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company and BCPE Polymath Merger Sub, Inc., a Delaw
FIRST AMENDMENT TO LEASELease • February 24th, 2023 • Powerschool Holdings, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE (this “Amendment”), dated solely for reference purposes as of August 15, 2022, is entered by and between Parkshore Partners, a California Limited Liability Company (“Landlord”), and PowerSchool Holdings, Inc., a Delaware corporation (“Tenant”) and amends THE STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-GROSS and the Lease Addendum attached thereto, both entered into on October 8, 2015 between Landlord and Tenant, as amended (collectively, the “Lease”). Defined terms used in this Amendment but not defined herein shall have the definition set forth in the Lease.
For Discussion Purposes Only *** Project Picasso Tax Receivable Agreement Discussion May 1, 2024Tax Receivable Agreement • July 23rd, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software
*** For Discussion Purposes Only *** Overview of TRAs ◾ A Tax Receivable Agreement (TRA) is a contractual agreement between a public company and the company’s pre-IPO owners that requires payments from the former to the latter related to tax attributes held by the company ◾ These tax attributes are most often found in IPOs, in which selling pre-IPO shareholders recognize a taxable gain that also triggers a valuable tax basis step-up at the newly public company – In essence, the TRA forces the company to compensate these parties for the step-up as a distinct asset – Additionally, TRAs can be found in a wide range of other settings and cover other tax attributes, such as NOLs ◾ As the relevant tax attributes are used by the company, a TRA obligates the company to make periodic cash payments to the pre-IPO owners party to the TRA for a portion of the achieved savings – TRAs often require that 85% of the cash tax benefit realized by the company be paid to pre-IPO owners ◾ TRAs were introdu
LIMITED GUARANTEELimited Guarantee • July 23rd, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This LIMITED GUARANTEE, dated as of June 6, 2024 (this “Limited Guarantee”), by each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of PowerSchool Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT Dated as of August 1, 2018 made by SEVERIN HOLDINGS, LLC, as a Grantor, SEVERIN ACQUISITION, LLC, as a Grantor, PEOPLEADMIN, INC., PROMACHOS HOLDING, INC. AND PERFORMANCE MATTERS as Grantors and THE OTHER...First Lien Pledge and Security Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
INCREMENTAL AMENDMENT NO. 2Incremental Amendment • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
This INCREMENTAL AMENDMENT NO. 2 (this “Amendment”), dated as of November 24, 2020, by and among Severin Holdings, LLC, a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, Inc., a Delaware corporation (the “PA Borrower”), Promachos Holding, Inc., a Delaware corporation (“PeopleAdmin”), Performance Matters LLC, a Utah limited liability company (“Performance Matters”), certain other Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers (together with the Top Borrower, the PA Borrower, PeopleAdmin and Performance Matters, each a “Borrower” and, collectively, the “Borrowers”), the Subsidiary Guarantors party hereto, each entity listed on its signature page hereto as a “2020 Incremental Lender” (each, a “2020 Incremental Lender” and, collectively, the “2020 Incremental Lenders”), and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent
AMENDMENT NO. 4First Lien Credit Agreement • September 21st, 2022 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
WHEREAS, pursuant to that certain Securities Purchase and Merger Agreement, dated as of April 15, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner that would not result in a failure of the condition precedent set forth in Section 5.1(b)(i), the “Acquisition Agreement”), by and among Pinnacle Holdings I LP (“Holdings LP”), Pinnacle Holdings II LLC (“Holdings LLC” and together with Holdings LP, the “Buyer”), Pinnacle Merger Sub I Corp., Pinnacle Merger Sub II LLC, Severin Topco, LLC (“PowerSchool”), PeopleAdmin, the equityholders listed on the signature pages thereto and Vista Equity Partners Management, LLC, solely in its capacity as the equityholders’ representative (in such capacity, the “Seller”), Holdings LP and Holdings LLC, directly or indirectly, together acquired (the “Acquisition”) from the Seller all of the outstanding equity interests of both Peo
INCREMENTAL AND REFINANCING AMENDMENT NO. 3Incremental and Refinancing Amendment • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
This INCREMENTAL AND REFINANCING AMENDMENT NO. 3 (this “Amendment”), dated as of March 30, 2021, by and among Severin Holdings, LLC, a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, Inc., a Delaware corporation (the “PA Borrower”), Promachos Holding, Inc., a Delaware corporation (“PeopleAdmin”), Performance Matters LLC, a Utah limited liability company (“Performance Matters”), certain other Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers (together with the Top Borrower, the PA Borrower, PeopleAdmin and Performance Matters, each a “Borrower” and, collectively, the “Borrowers”), the Subsidiary Guarantors party hereto, each entity listed on its signature page hereto as a “2021 Incremental Revolving Lender” (each, a “2021 Incremental Revolving Lender” and, collectively, the “2021 Incremental Revolving Lenders”), each entity listed on its signature page hereto
PowerSchool Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 3rd, 2023 • Powerschool Holdings, Inc. • Services-prepackaged software
The stockholders named in Schedule I-B hereto (the “Selling Stockholders”) of PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to sell to the Underwriters named in Schedule I-A hereto (the “Underwriters”) an aggregate of 8,700,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,305,000 additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Class A Common Stock, together with the Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), are referred to herein as the “Stock”.
BRIDGE LOAN CREDIT AGREEMENT among Severin Holdings, LLC, as Holdings, Severin Acquisition, LLC, as the Top Borrower, PeopleAdmin, Inc., Promachos Holding, Inc. and Performance Matters LLC, also as Borrowers, certain other Restricted Subsidiaries from...Bridge Loan Credit Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
BRIDGE LOAN CREDIT AGREEMENT (this “Agreement”), dated as of March 3, 2021, among Severin Holdings, LLC, a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, Inc., a Delaware corporation (the “PA Borrower”), Promachos Holding, Inc., a Delaware corporation (“PeopleAdmin”) and Performance Matters LLC, a Utah limited liability company (“Performance Matters”), certain other Restricted Subsidiaries (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time designated hereunder as Co-Borrowers (together with the Top Borrower, the PA Borrower, PeopleAdmin and Performance Matters, each a “Borrower” and, collectively, the “Borrowers”), the Subsidiary Guarantors from time to time party hereto (including through delivery of a Guarantor Joinder Agreement in accordance with the terms of this Agreement), the several banks
INCREMENTAL TERM FACILITY AMENDMENT NO. 5Incremental Term Facility Amendment • August 4th, 2023 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
This INCREMENTAL TERM FACILITY AMENDMENT NO. 5 (this “Amendment”), dated as of July 31, 2023, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, LLC (f/k/a PeopleAdmin, Inc.), a Delaware limited liability company (the “PA Borrower”), certain other Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers (together with the Top Borrower, and the PA Borrower, each a “Borrower” and, collectively, the “Borrowers”), the Subsidiary Guarantors party hereto, each entity listed on its signature page hereto as a “2023 Incremental Lender” (each, a “2023 Incremental Lender” and, collectively, the “2023 Incremental Lenders”), and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), relating to the First Lien Credit Agreement, dated as of August 1, 2018 (as amended by that cer
INCREMENTAL AND REFINANCING AMENDMENT NO. 6Incremental and Refinancing Amendment • October 12th, 2023 • Powerschool Holdings, Inc. • Services-prepackaged software • New York
WHEREAS, pursuant to that certain Securities Purchase and Merger Agreement, dated as of April 15, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner that would not result in a failure of the condition precedent set forth in Section 5.1(b)(i), the “Acquisition Agreement”), by and among Pinnacle Holdings I LP (“Holdings LP”), Pinnacle Holdings II LLC (“Holdings LLC” and together with Holdings LP, the “Buyer”), Pinnacle Merger Sub I Corp., Pinnacle Merger Sub II LLC, Severin Topco, LLC (“PowerSchool”), PeopleAdminPromachos Holding, Inc., the equityholders listed on the signature pages thereto and Vista Equity Partners Management, LLC, solely in its capacity as the equityholders’ representative (in such capacity, the “Seller”), Holdings LP and Holdings LLC, directly or indirectly, together acquired (the “Acquisition”) from the Seller all of the outstanding equit
