TAX RECEIVABLE AGREEMENT BY AND AMONG POWERSCHOOL HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [•], 2021Tax Receivable Agreement • July 19th, 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 V AIV VI Corp., a Delaware corporation (“Vista Blocker II”), Severin Holdings, LLC, a Delaware limited liability company (the “Company”), [Severin Topco (Series 1), LLC, a series of a Delaware limited liability company (“TOPCO (Series 1)”), Severin Topco (Series 2), LLC, a series of a Delaware limited liability company (“TOPCO (Series 2)”)]1, Pinnacle Holdings I L.P., a Delaware limited partnership (“Pinnacle Holdings”), 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 V FAF, L.P., a Cayman Islands limited partnership, Onex Partners Holdings LLC, Onex Partn
