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.
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).
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).
