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”.
