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”).
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 December 11, 2020Merger Agreement • December 14th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 11, 2020, by and among Lake Holdings, LP, a Delaware limited partnership (“Parent I”), and 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 are used in thi
TAX RECEIVABLE AGREEMENT AMENDMENT NO. 1Tax Receivable Agreement • December 14th, 2020 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This Tax Receivable Agreement Amendment No. 1 (this “Amendment”) is entered into as of December 11, 2020, by and among Pluralsight, Inc., a Delaware corporation (the “Corporation”), Pluralsight Holdings, LLC, a Delaware limited liability company (the “LLC”), and, on behalf of the Members (as defined below), IVP CIF II (PS Splitter), L.P., a Delaware limited partnership (the “Representative”).
