INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 between Instructure Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
12,500,000 Shares INSTRUCTURE HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER by and among ICON PARENT INC., ICON ACQUISITION SUB INC. and INSTRUCTURE HOLDINGS, INC. Dated as of July 25, 2024Merger Agreement • July 25th, 2024 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 25, 2024, by and among Icon Parent Inc., a Delaware corporation (“Parent”), Icon Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Instructure 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.
INSTRUCTURE, INC. EXECUTIVE AGREEMENTExecutive Agreement • August 2nd, 2024 • Instructure Holdings, Inc. • Services-prepackaged software • Utah
proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
LIBOR HARDWIRE TRANSITION AMENDMENT FIRST AMENDMENTCredit Agreement • August 2nd, 2023 • Instructure Holdings, Inc. • Services-prepackaged software • New York
THIS FIRST AMENDMENT (this “First Amendment”), dated as of June 21, 2023, is executed and delivered by JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to Section 3.04(c) of that certain Credit Agreement, dated as of October 29, 2021 (as amended, modified, extended, restated, replaced and/or supplemented from time to time prior to the Conforming Changes Effective Date referred to below, the “Existing Credit Agreement”, and as amended by this First Amendment, the “Amended Credit Agreement”), between the Administrative Agent, Instructure Holdings, Inc., a Delaware corporation (the “Borrower”), and the lenders and L/C issuers from time to time party thereto (collectively, the “Lenders”).
CREDIT AGREEMENTCredit Agreement • November 1st, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of October 29, 2021, among Instructure Holdings, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent, Collateral Agent and an L/C Issuer.
September 27, 2023 Peter Walker Dear Peter,Employment Agreement • September 28th, 2023 • Instructure Holdings, Inc. • Services-prepackaged software • Utah
Instructure, Inc. (the “Company”) is pleased to offer you a full-time position as Executive Vice President and Chief Financial Officer according to the following terms (the “Agreement”).
CONSULTING AGREEMENTConsulting Agreement • September 28th, 2023 • Instructure Holdings, Inc. • Services-prepackaged software • Utah
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2023, by and among Dale Bowen (“Service Provider”) and Instructure, Inc. (the “Company”). Service Provider and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 26th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2021, by and among Instructure Holdings, Inc., a Delaware corporation (the “Company”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Partners XIII, L.P., and Thoma Bravo UGP, LLC, a Delaware limited liability company (collectively, “Thoma Bravo”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).
EMPLOYEE CO-INVEST AGREEMENTEmployee Co-Invest Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS EMPLOYEE CO-INVEST AGREEMENT (this “Agreement”) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“Fund XIII-A”), and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“Executive Fund XIII” and, together with Fund XIII and Fund XIII-A, “TB”), and the employee listed on the signature page hereto (“Employee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the LP Agreement.
INCENTIVE EQUITY GRANT AGREEMENTIncentive Equity Grant Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE EQUITY GRANT AGREEMENT (this “Agreement”) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“Fund XIII-A”), and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“Executive Fund XIII” and, together with Fund XIII and Fund XIII-A, “TB”), and the employee listed on the signature page hereto (“Employee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the LP Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 1st, 2024 • Instructure Holdings, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of October 29, 2021, among Instructure Holdings, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent, Collateral Agent and an L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 24, 2020 by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“TB Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“TB Fund XIII-A”) and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“TB Executive Fund XIII” and, together with TB Fund XIII, TB Fund XIII-A, and any other investment fund affiliated with Thoma Bravo, LLC which hereafter acquires any Registrable Securities, “Thoma Bravo”). Unless otherwise provided in this Agreement, capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of the date hereof (as amended or modified from time to time in accordance with its terms, the “LP Agreement”).
UNIT PURCHASE AGREEMENT BY AND AMONG INSTRUCTURE, INC., The Blocker Sellers Listed on the Signature Pages Hereto, The Sellers Listed on the Signature Pages Hereto, PCS HOLDINGS, LLC, AND BRENTWOOD PRIVATE EQUITY VI, L.P., AS SELLER REPRESENTATIVE...Unit Purchase Agreement • October 30th, 2023 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of October 30, 2023 by and among PCS Holdings, LLC, a Delaware limited liability company (the “Company”), Instructure, Inc., a Delaware corporation (“Purchaser”), Brentwood Associates Private Equity VI-A, L.P., a Delaware limited partnership (“Merit Seller”), BA VI Merit Blocker, LLC, a Delaware limited liability company (“Merit”), Brentwood Associates Opportunities Fund, L.P., a Delaware limited partnership (“BAO Seller”), Brentwood Associates Opportunities Blocker, LLC, a Delaware limited liability company (“BAO”), Towers Watson Investment Management Master Trust Ireland a/c Towers Watson Partners Master Fund, (“WTW”), GCP Equity Ltd., (“GCP”), Golub Capital CP Funding LLC, a Delaware limited liability company, (“Golub” and collectively with WTW and GCP, “Pathway Seller”, and together with Merit Seller and BAO Seller, the “Blocker Sellers”, and each individually, a “Blocker Seller”), BA Pathway Co-Investors Blocker, LLC (“Pat
FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • New York
This FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 22, 2020 and is entered into by (i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, a Delaware limited liability company (“Holdings”), (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), (iii) INSTRUCTURE, INC., a Delaware corporation (the “Administrative Borrower”), (iv) the other Subsidiaries of Holdings signatory hereto, as Guarantors, (iv) the 2020 Incremental Lenders (as defined below) and any other Lenders party hereto that constitute all Lenders (any such Lender, a “Consenting Lender” and collectively, the “Consenting Lenders”) and (v) GOLUB CAPITAL MARKETS LLC (“Golub”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and amends that certain Credit Agreement, dated as of March 24, 2020 (the “Credit Agreement”, and as amended by
CREDIT AGREEMENT by and among INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, as Holdings, INSTRUCTURE HOLDINGS, LLC, as the Parent Borrower, PIV MERGER SUB, INC., immediately prior to the consummation of the Merger, as the Initial Subsidiary Borrower,...Credit Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS CREDIT AGREEMENT, dated as of March 24, 2020, is among (i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC (“Holdings”), as Holdings, (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), as the Parent Borrower, (iii) PIV MERGER SUB, INC., a Delaware corporation (“Merger Sub”) immediately prior to the consummation of the Merger (as defined below), as the Initial Subsidiary Borrower (in such capacity, the “Initial Subsidiary Borrower”), (iv) INSTRUCTURE, INC., a Delaware corporation (“Target”), upon and after the consummation of the Merger, as the Successor Subsidiary Borrower (in such capacity, the “Successor Subsidiary Borrower”), (v) Subsidiaries of the Parent Borrower signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 9.10, (vi) the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), (vii) GOLUB CAPITAL MARKETS LLC (“Golub”), as administrative agent for the Lenders (i
