BCPE Polymath Buyer, Inc. c/o Bain Capital Private Equity, LP Boston, MA 02116 Ladies and Gentlemen:Letter Agreement • July 23rd, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Fund” and collectively, the “Funds”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of BCPE Polymath Buyer, Inc., a newly formed Delaware corporation (“Parent”), formed to acquire, hold and dispose of, directly or indirectly, equity interests of PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the transactions contemplated by that certain Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company and BCPE Polymath Merger Sub, Inc., a Delaw
For Discussion Purposes Only *** Project Picasso Tax Receivable Agreement Discussion May 1, 2024Powerschool Holdings, Inc. • July 23rd, 2024 • Services-prepackaged software
*** For Discussion Purposes Only *** Overview of TRAs ◾ A Tax Receivable Agreement (TRA) is a contractual agreement between a public company and the company’s pre-IPO owners that requires payments from the former to the latter related to tax attributes held by the company ◾ These tax attributes are most often found in IPOs, in which selling pre-IPO shareholders recognize a taxable gain that also triggers a valuable tax basis step-up at the newly public company – In essence, the TRA forces the company to compensate these parties for the step-up as a distinct asset – Additionally, TRAs can be found in a wide range of other settings and cover other tax attributes, such as NOLs ◾ As the relevant tax attributes are used by the company, a TRA obligates the company to make periodic cash payments to the pre-IPO owners party to the TRA for a portion of the achieved savings – TRAs often require that 85% of the cash tax benefit realized by the company be paid to pre-IPO owners ◾ TRAs were introdu
LIMITED GUARANTEELimited Guarantee • July 23rd, 2024 • Powerschool Holdings, Inc. • Services-prepackaged software • Delaware
This LIMITED GUARANTEE, dated as of June 6, 2024 (this “Limited Guarantee”), by each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of PowerSchool Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
