2,500,000 Shares INSTRUCTURE, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2018 • Instructure Inc • Services-prepackaged software • New York
Instructure, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), an aggregate of 2,500,000 shares of the Common Stock, par value $0.0001 per share, of the Company (the “Firm Shares”).
ContractInstructure Inc • October 9th, 2015 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2017 • Instructure Inc • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 22, 2017 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and INSTRUCTURE, INC., a Delaware corporation (“Borrower”), amends and restates the terms of that certain Amended and Restated Loan and Security Agreement by and between Bank and Borrower, dated as of June 24, 2015, as amended from time to time (the “Original Agreement”) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2015 • Instructure Inc • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2015, between Instructure, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among INSTRUCTURE HOLDINGS, LLC (f/k/a PIV PURCHASER, LLC), PIV MERGER SUB, INC. and INSTRUCTURE, INC. Dated as of February 17, 2020Agreement and Plan of Merger • February 18th, 2020 • Instructure Inc • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 17, 2020 (the “Agreement Date”), 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”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
INSTRUCTURE, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 9th, 2015 • Instructure Inc • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of November 21, 2014, by and among INSTRUCTURE, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
INSTRUCTURE, INC. EXECUTIVE AGREEMENTRelease Agreement • October 9th, 2015 • Instructure Inc • Services-prepackaged software • Utah
as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2019 • Instructure Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 1, 2019, by and among: Instructure, Inc., a Delaware corporation (“Purchaser”); Slick Rock Panda, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”); MasteryConnect, Inc., a Delaware corporation (“Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Agent. Capitalized terms used in this Agreement are defined or referenced in Exhibit A attached hereto.
OLD MILL BUILDING IV LEASE AGREEMENTLease Agreement • October 9th, 2015 • Instructure Inc • Services-prepackaged software • Utah
THIS LEASE AGREEMENT (the “Lease”) is dated as of the 2nd day of October, 2012 (the “Effective Date”), between, OLD MILL BUILDING IV, LLC, a Utah limited liability company (“Lessor”), and INSTRUCTURE, INC., a Delaware Corporation (“Lessee”).
OLD MILL BUILDING IV FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 25th, 2015 • Instructure Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE AGREEMENT MADE and entered into this 30th day of October 2014, by and between OLD MILL BUILDING IV, LLC, a Utah limited liability company, (“Lessor”) and INSTRUCTURE, INC., a Delaware corporation, (“Lessee”).
INSTRUCTURE, INC. Salt Lake City, Utah 84121 February 13, 2020Instructure Inc • February 14th, 2020 • 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
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2018 • Instructure Inc • Services-prepackaged software • California
THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 30, 2018, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and INSTRUCTURE, INC., a Delaware corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 15th, 2018 • Instructure Inc • Services-prepackaged software • Delaware
[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2019 • Instructure Inc • Services-prepackaged software • California
THIS THIRD AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 19, 2019, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and INSTRUCTURE, INC., a Delaware corporation (“Borrower”).
OLD MILL BUILDING IV FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 9th, 2015 • Instructure Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE AGREEMENT MADE and entered into this 30th day of October 2014, by and between OLD MILL BUILDING IV, LLC, a Utah limited liability company, (“Lessor”) and INSTRUCTURE, INC., a Delaware corporation, (“Lessee”).
INSTRUCTURE, INC. Salt Lake City, Utah 84121 December 4, 2019Instructure Inc • December 4th, 2019 • 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.
Portfolium, Inc. 2014 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Incentive Plan • March 11th, 2019 • Instructure Inc • Services-prepackaged software
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Portfolium, Inc. (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
FULL SERVICE OFFICE BUILDING LEASE AGREEMENTFull Service Office Building Lease Agreement • November 15th, 2016 • Instructure Inc • Services-prepackaged software • Utah
THIS AGREEMENT OF LEASE, herein after called “Lease”, made as of the 10th day of November, 2016 (the “Lease Date”), by and between VALLEY GROVE, LLC, a Maryland limited liability company (hereinafter called "Landlord"), and INSTRUCTURE, INC., a Delaware corporation (hereinafter called "Tenant").
INSTRUCTURE, INC. Salt Lake City, Utah 84121 December 4, 2019Instructure Inc • December 4th, 2019 • Services-prepackaged software • Delaware
Reference is made to (i) that certain Executive Agreement, dated as of August 5, 2015, by and between Matthew Kaminer (“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.
OLD MILL BUILDING IV LEASE ASSUMPTION AGREEMENTLease Assumption Agreement • November 2nd, 2015 • Instructure Inc • Services-prepackaged software • Utah
THIS LEASE ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into this 11th day of August, 2015 by and between OLD MILL BUILDING IV, LLC, a Utah limited liability company, (“Lessor”) and 1NSTRUCTURE, INC., a Delaware corporation, (“Lessee”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement 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.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2018 • Instructure Inc • Services-prepackaged software • California
THIS SECOND AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 28, 2018, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and INSTRUCTURE, INC., a Delaware corporation (“Borrower”).
