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”).
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 [•], 2021Tax Receivable Agreement • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 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 VI AIV VI Corp., a Delaware corporation (“Vista Blocker II”), Severin Holdings, LLC, a Delaware limited liability company (the “Company”), Severin Topco, LLC, a Delaware limited liability company (“TOPCO”), Pinnacle Holdings I L.P., a Delaware limited partnership (“Pinnacle Holdings”), Vista Equity Partners Fund VI-A, L.P., a Cayman Islands limited partnership (“Vista”), Onex Partners Holdings LLC, Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP and Onex Partners IV PV LP (“Onex”), and the Agent.
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
SEVERIN HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2021Limited Liability Company Agreement • April 6th, 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 [•], 2021, by and among the Company, PowerSchool Holdings, Inc., a Delaware corporation (“PowerSchool”), Severin Topco, LLC, a Delaware limited liability company (“Holdings”), 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 • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
PowerSchool Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 6th, 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 [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] 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 • April 6th, 2021 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 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”).
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
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
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
