INSTRUCTURE, INC. Salt Lake City, Utah 84121 February 13, 2020Waiver of Certain Cic Benefits • February 14th, 2020 • Instructure Inc • 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”), (ii) the Minutes of the Compensation Committee of the Company, dated as of April 17, 2018 (the “Minutes”), (iii) that certain letter agreement, dated as of December 4, 2019, by and between you and the Company (the “Original Agreement”), (iv) that certain Agreement and Plan of Merger, dated as of December 4, 2019, by and among Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company (“Parent”), PIV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), and (v) that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of February 13, 2020, by and among Parent, Merger Sub and the
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2020 • Instructure Inc • Services-prepackaged software
This AMENDMENT NO. 1 (this “Amendment”), is made and entered into as of February 13, 2020 (the “Amendment Date”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 4, 2019, by and among Instructure Holdings, LLC, formerly known as 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
