Common Contracts
2 similar Support and Rollover Agreement contracts by Powerschool Holdings, Inc.
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).
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”), PowerSchool Holdings, LLC, a Delaware limited liability company (“Holdings”), 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, VEP Group, LLC, Vista Consulting Group, LLC and PowerSchool Group LLC and the LLCA Parties hereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
