AMENDED AND RESTATED 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 March 7, 2021Agreement and Plan of Merger • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 7, 2021, 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”), 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 ar
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 7, 2021, 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”), Pluralsight Holdings, LLC, a Delaware limited liability company and subsidiary of the Company (“Holdings” and together with the Company, the “Company Parties”), and the Stockholders set forth on Schedule I hereto (the “Stockholders” and each, a “Stockholder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 7, 2021, 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”).
AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 8th, 2021 • Pluralsight, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement dated as of May 16, 2018 (as amended from time to time, collectively, the “LLC Agreement”), of Pluralsight Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 7, 2021, by and among the Company and the Members of the Company who are signatories hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.
