PLURALSIGHT, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 11, 2019 0.375% Convertible Senior Notes due 2024Indenture • March 11th, 2019 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of March 11, 2019, between PLURALSIGHT, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
PLURALSIGHT, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Pluralsight, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PLURALSIGHT HOLDINGS, LLC FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2018Limited Liability Company Agreement • May 7th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2018 (the “Effective Time”), is entered into by and among the Members (as defined herein).
CREDIT AGREEMENT dated as of June 12, 2017 among PLURALSIGHT HOLDINGS, LLC, as Holdings, PLURALSIGHT, LLC, as Borrower, the Lenders Party Hereto, GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent and as Collateral Agent and GUGGENHEIM...Credit Agreement • April 16th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
This Compliance Certificate (“Certificate”) is furnished to the Administrative Agent pursuant to Section 5.01(e) of the Credit Agreement (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof, the “Credit Agreement”), dated as of June [🌑], 2017, by and among Pluralsight Holdings, LLC, a Delaware corporation (“Holdings”), Pluralsight, LLC, a Nevada corporation (the “Borrower”), the Lenders party thereto and Guggenheim Corporate Funding, LLC, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
FORM OF TAX RECEIVABLE AGREEMENT by and among PLURALSIGHT, INC. PLURALSIGHT HOLDINGS, LLC the several MEMBERS (as defined herein) REPRESENTATIVE (as defined herein) and OTHER MEMBERS OF PLURALSIGHT HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as...Tax Receivable Agreement • May 7th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ] [ ], 2018, is hereby entered into by and among Pluralsight, Inc., a Delaware corporation (the “Corporation”), Pluralsight Holdings, LLC, a Delaware limited liability company (the “LLC”), each of the Members from time to time party hereto, and the Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Utah
This Executive Employment Agreement (the "Agreement") is made and entered into effective as of the 19th day of March, 2018 (the "Effective Date"), by and between Pluralsight, LLC (the "Company") and Matthew Forkner ("Executive").
PLURALSIGHT HOLDINGS, LLC September 6, 2017Board Member Agreement • April 16th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This letter agreement (this “Agreement”) confirms our understanding that Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”, “we”, or “us”), has engaged you to act in the capacity and to provide the services to the Company as set forth below, upon the terms and conditions set forth below. For your information, the controlling instrument with respect to the business, activities and governance of the Company is the Second Amended and Restated Limited Liability Company Agreement of Pluralsight Holdings, LLC dated as of June 9, 2017, as amended, modified, or supplemented from time to time, a copy of which has been provided to you (the “LLC Agreement”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings as set forth in the LLC Agreement.
PLURALSIGHT HOLDINGS, LLC THIRD AMENDED AND RESTATED RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • July 31st, 2019 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This Third Amended and Restated Restricted Share Unit Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”), Pluralsight, Inc., a Delaware corporation (“PubCo”) and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Fourth Amended and Restated Limited Liability Company Agreement of the Company, as amended from time to time (the “LLC Agreement”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of May 16, 2018 (the “Agreement”) among (i) PLURALSIGHT, INC., a Delaware corporation (and any successor Person, collectively, the “Company”) and (ii) the INVESTORS (as herein defined).
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
FIRST AMENDMENT TO SUBLEASESublease • March 2nd, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This First Amendment to Sublease (this "Amendment"), is entered into as of August 21, 2019, between LUCID SOFTWARE INC., a Delaware corporation ("Sublandlord"), and PLURALSIGHT, LLC, a Nevada limited liability company ("Subtenant"). Capitalized terms not otherwise defined herein shall have the meaning assigned in the Sublease (as defined below).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • March 2nd, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
THIS SECOND AMENDMENT TO OFFICE LEASE ("Second Amendment"), is made and entered into as of July 17, 2019, by and between Station Park CenterCal, LLC, a Delaware limited liability company ("Landlord"), and Pluralsight, LLC, a Nevada limited liability company ("Tenant").
UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
SEPARATION AGREEMENTSeparation Agreement • July 29th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Utah
This Separation Agreement (the "Agreement") is made and entered into by and between Pluralsight, LLC, a Nevada limited liability company (the "Company"), and Nate Walkingshaw, an individual, residing in Utah ("Employee").
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PLURALSIGHT HOLDINGS, LLCLimited Liability Company Agreement • April 7th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time and time, this “LLC Agreement”) of Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of April 6, 2021, by Pluralsight, Inc., a Delaware corporation (“Pluralsight”), and Lake Guarantor, LLC, a Delaware limited liability company (“Guarantor” and together with Pluralsight, the “Members”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 14th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 11, 2020, is by and among Lake Holdings, LP, a Delaware limited partnership (“Parent I”), Lake Guarantor, LLC, a Delaware limited liability company (“Parent II” and together with Parent I, the “Parent Entities” and each, a “Parent Entity”), Pluralsight, Inc., a Delaware corporation (the “Company”) and the Stockholders set forth on Schedule I hereto (the “Stockholders” and each, a “Stockholder”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 9th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 5, 2018 (this “First Amendment”), by and among PLURALSIGHT, LLC, a Nevada limited liability company (the “Borrower”), PLURALSIGHT HOLDINGS, LLC, the direct parent of the Borrower and a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors party hereto, the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”) under the Credit Agreement (as defined below) amends that certain Credit Agreement dated as of June 12, 2017 (the “Credit Agreement”), among the Borrower, Holdings, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used herein that are not herein defined shall have the meaning given such terms in the Credit Agreement.
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 5th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This Fourth Amendment to Lease Agreement (this "Amendment") is made and entered into as of this 14th day of July, 2020, by and between Highline Office 1, L.C., a Utah limited liability company (the "Landlord"), and Pluralsight, LLC, a Nevada limited liability company (the "Tenant").
EXCHANGE AGREEMENTExchange Agreement • May 7th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [Month] [Day], 2018, by and between Pluralsight, Inc., a Delaware corporation (the “Company”) and the persons and entities (each, a “Contributor” and collectively, the “Contributors”) listed on Schedule I below. Each of the Contributors and the Company shall be known as a “Party” herein.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among LAKE HOLDINGS, LP LAKE GUARANTOR, LLC LAKE MERGER SUB I, INC., LAKE MERGER SUB II, LLC, PLURALSIGHT, INC. and PLURALSIGHT HOLDINGS, LLC Dated as of March 7, 2021Agreement and Plan of Merger • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 7, 2021, by and among Lake Holdings, LP, a Delaware limited partnership (“Parent I”), Lake Guarantor, LLC, a Delaware limited liability company (“Parent II” and together with Parent I, the “Parent Entities”), Lake Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent I (“Merger Sub I”), Lake Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent II (“Merger Sub II” and together with the Parent Entities and Merger Sub I, the “Buyer Parties”), Pluralsight, Inc., a Delaware corporation (the “Company”), and Pluralsight Holdings, LLC, a Delaware limited liability company and subsidiary of the Company (“Holdings” and together with the Company, the “Company Parties”). Each of Parent I, Parent II, Merger Sub I, Merger Sub II, the Company and Holdings are sometimes referred to as a “Party.” All capitalized terms that ar
PLURALSIGHT, INC. 0.375% CONVERTIBLE SENIOR NOTES DUE 2024 PURCHASE AGREEMENTPurchase Agreement • March 7th, 2019 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pluralsight, Inc., a Delaware corporation (the “Company”), Pluralsight Holdings, LLC (“Pluralsight LLC”), and the selling stockholders named in Schedule I to the Underwriting Agreement, providing for the offering (the “Equity Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “Shares”) and/or a Purchase Agreement (the “Purchase Agreement”, and together with the Underwriting Agreement, the “Offering Agreements”), with the Company and Pluralsight LLC providing for the offering (the “Note Offering”, and together with the Equity Offering, the “Offerings”) by the several Initial Purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”,
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 7, 2021, is by and among Lake Holdings, LP, a Delaware limited partnership (“Parent I”), Lake Guarantor, LLC, a Delaware limited liability company (“Parent II” and together with Parent I, the “Parent Entities” and each, a “Parent Entity”), Pluralsight, Inc., a Delaware corporation (the “Company”), Pluralsight Holdings, LLC, a Delaware limited liability company and subsidiary of the Company (“Holdings” and together with the Company, the “Company Parties”), and the Stockholders set forth on Schedule I hereto (the “Stockholders” and each, a “Stockholder”).
SEPARATION AGREEMENTSeparation Agreement • October 30th, 2019 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Utah
This Separation Agreement (the “Agreement”) is made and entered into by and between Pluralsight, LLC, a Nevada limited liability company (the “Company”), and Joseph DiBartolomeo, an individual, residing in New Jersey (“Employee”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • February 26th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This Fifth Amendment to Lease Agreement (this "Amendment") is made and entered into as of this 21st day of January, 2021, by and between Highline Office 1, L.C., a Utah limited liability company (the "Landlord"), and Pluralsight, LLC, a Nevada limited liability company (the "Tenant").
LEASE AGREEMENTLease Agreement • October 24th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Utah
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of this 31st day of August, 2018, by and among Highline Office 1, L.C., a Utah limited liability company (the “Landlord”), and Pluralsight, LLC, a Nevada limited liability company (the “Tenant”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • December 20th, 2017 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
THIS FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) made this 13th day of October, 2015, (“Effective Date”) by and between Station Park CenterCal, LLC, a Delaware limited liability company (“Landlord”), and Pluralsight, LLC, a Utah limited liability company (“Tenant”).
Shares PLURALSIGHT, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • New York
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 1st, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of May 16, 2018 (the “Effective Time”), is entered into by and among the Members (as defined herein).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • July 29th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This First Amendment to Lease Agreement (this "Amendment") is made and entered into as of this (6th day of November, 2018, by and between Highline Office 1, L.C., a Utah limited liability company (the "Landlord"), and Pluralsight, LLC, a Nevada limited liability company (the "Tenant").
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 1st, 2019 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 30, 2019 (the “Agreement Date”) by and among Pluralsight, Inc., a Delaware corporation (“Acquiror”), Sundance Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Acquiror (“Merger Sub”), GitPrime, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company solely in its capacity as the representative of the Securityholders (the “Securityholder Representative”).
PLURALSIGHT HOLDINGS, LLC April 15, 2016Board Member Agreement • December 20th, 2017 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This Letter (this “Agreement”) confirms our understanding that Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”, “we”, or “us”), has engaged you to act in the capacity and to provide the services to the Company as set forth below, upon the terms and conditions set forth below. For your information, the controlling instrument with respect to the business, activities and governance of the Company is the Amended and Restated Limited Liability Company Agreement of Pluralsight Holdings, LLC dated as of March 14, 2016, as amended, modified, or supplemented from time to time, a copy of which has been provided to you (the “LLC Agreement”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings as set forth in the LLC Agreement.
March 7, 2021 Tim Maudlin Timothy I. Maudlin Revocable Trust Janice K. Maudlin Revocable Trust Timothy I. Maudlin 2019 Trust Timothy I. Maudlin 2020 Trust c/o Pluralsight, Inc.Waiver of Transfer Restrictions • March 12th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • July 29th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This Second Amendment to Lease Agreement (this "Amendment") is made and entered into as of this 13th day of February, 2019, by and between Highline Office 1, L.C., a Utah limited liability company (the "Landlord"), and Pluralsight, LLC, a Nevada limited liability company (the "Tenant").
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • July 29th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc.
This Third Amendment to Lease Agreement (this "Amendment") is made and entered into as of this 20th day of May, 2020, by and between Highline Office 1, L.C., a Utah limited liability company (the "Landlord"), and Pluralsight, LLC, a Nevada limited liability company (the 'Tenant").
SUBLEASE Lucid Software Inc./Pluralsight, LLCSublease • April 16th, 2018 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Utah
THIS SUBLEASE (this “Sublease”) is entered into as of the 26th day of September, 2017, between LUCID SOFTWARE INC., a Delaware corporation (“Sublandlord”), whose address is 10355 South Jordan Gateway, Suite 300, South Jordan, Utah 84095, and PLURALSIGHT, LLC, a Nevada limited liability company (“Subtenant”), whose address is 3400 North Ashton Boulevard, Suite 420, Lehi, Utah 84043. (Sublandlord and Subtenant are referred to in this Sublease collectively as the “Parties” and individually as a “Party.”)
