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
