INSTRUCTURE, INC. Salt Lake City, Utah 84121 December 4, 2019Waiver of Certain Cic Benefits • December 4th, 2019 • 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”), 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 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
