AGREEMENT AND PLAN OF MERGER by and among PIV PURCHASER, LLC, PIV MERGER SUB, INC. and INSTRUCTURE, INC. Dated as of December 4, 2019Agreement and Plan of Merger • December 4th, 2019 • Instructure Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 4, 2019 (the “Agreement Date”), by and among PIV Purchaser, LLC, a Delaware limited liability company (“Parent”), PIV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Instructure, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
INSTRUCTURE, INC. Salt Lake City, Utah 84121 December 4, 2019Instructure Inc • December 4th, 2019 • Services-prepackaged software • Delaware
Reference is made to (i) that certain Executive Agreement, dated as of June 4, 2018, by and between Daniel Goldsmith (“Executive” or “you”) and Instructure, Inc., a Delaware corporation (the “Company” and such agreement, the “Executive Agreement”), and (ii) the Minutes of the Compensation Committee of the Company, dated as of April 17, 2018 (the “Minutes”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Minutes.
INSTRUCTURE, INC. Salt Lake City, Utah 84121 December 4, 2019Instructure Inc • December 4th, 2019 • Services-prepackaged software • Delaware
Reference is made to (i) that certain Executive Agreement, dated as of August 5, 2015, by and between Matthew Kaminer (“Executive” or “you”) and Instructure, Inc., a Delaware corporation (the “Company” and such agreement, the “Executive Agreement”), and (ii) the Minutes of the Compensation Committee of the Company, dated as of April 17, 2018 (the “Minutes”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Minutes.
