INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 between Instructure Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
INSTRUCTURE, INC. EXECUTIVE AGREEMENTExecutive Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Utah
with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and among Instructure Holdings, Inc., a Delaware corporation (the “Company”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Partners XIII, L.P., and Thoma Bravo UGP, LLC, a Delaware limited liability company (collectively, “Thoma Bravo”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).
EMPLOYEE CO-INVEST AGREEMENTEmployee Co-Invest Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS EMPLOYEE CO-INVEST AGREEMENT (this “Agreement”) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“Fund XIII-A”), and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“Executive Fund XIII” and, together with Fund XIII and Fund XIII-A, “TB”), and the employee listed on the signature page hereto (“Employee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the LP Agreement.
INCENTIVE EQUITY GRANT AGREEMENTIncentive Equity Grant Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE EQUITY GRANT AGREEMENT (this “Agreement”) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“Fund XIII-A”), and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“Executive Fund XIII” and, together with Fund XIII and Fund XIII-A, “TB”), and the employee listed on the signature page hereto (“Employee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the LP Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 24, 2020 by and among Instructure Parent, LP, a Delaware limited partnership (the “Partnership”), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (“TB Fund XIII”), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (“TB Fund XIII-A”) and Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership (“TB Executive Fund XIII” and, together with TB Fund XIII, TB Fund XIII-A, and any other investment fund affiliated with Thoma Bravo, LLC which hereafter acquires any Registrable Securities, “Thoma Bravo”). Unless otherwise provided in this Agreement, capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of the date hereof (as amended or modified from time to time in accordance with its terms, the “LP Agreement”).
FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • New York
This FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 22, 2020 and is entered into by (i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, a Delaware limited liability company (“Holdings”), (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), (iii) INSTRUCTURE, INC., a Delaware corporation (the “Administrative Borrower”), (iv) the other Subsidiaries of Holdings signatory hereto, as Guarantors, (iv) the 2020 Incremental Lenders (as defined below) and any other Lenders party hereto that constitute all Lenders (any such Lender, a “Consenting Lender” and collectively, the “Consenting Lenders”) and (v) GOLUB CAPITAL MARKETS LLC (“Golub”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and amends that certain Credit Agreement, dated as of March 24, 2020 (the “Credit Agreement”, and as amended by
CREDIT AGREEMENT by and among INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, as Holdings, INSTRUCTURE HOLDINGS, LLC, as the Parent Borrower, PIV MERGER SUB, INC., immediately prior to the consummation of the Merger, as the Initial Subsidiary Borrower,...Credit Agreement • June 28th, 2021 • Instructure Holdings, Inc. • Services-prepackaged software • Delaware
THIS CREDIT AGREEMENT, dated as of March 24, 2020, is among (i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC (“Holdings”), as Holdings, (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), as the Parent Borrower, (iii) PIV MERGER SUB, INC., a Delaware corporation (“Merger Sub”) immediately prior to the consummation of the Merger (as defined below), as the Initial Subsidiary Borrower (in such capacity, the “Initial Subsidiary Borrower”), (iv) INSTRUCTURE, INC., a Delaware corporation (“Target”), upon and after the consummation of the Merger, as the Successor Subsidiary Borrower (in such capacity, the “Successor Subsidiary Borrower”), (v) Subsidiaries of the Parent Borrower signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 9.10, (vi) the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), (vii) GOLUB CAPITAL MARKETS LLC (“Golub”), as administrative agent for the Lenders (i
