LIMITED GUARANTYLimited Guaranty • February 24th, 2020 • Piv Merger Sub, Inc. • Services-prepackaged software • Delaware
This Limited Guaranty, dated as of December 4, 2019 (this “Limited Guaranty”), by Thoma Bravo Fund XIII Fund, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of Instructure, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, among the Company, PIV Purchaser, LLC, a Delaware limited liability company (“Parent”), and PIV Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 24th, 2020 • Piv Merger Sub, Inc. • Services-prepackaged software • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of June 18, 2019, between INSTRUCTURE, INC., a Delaware corporation (the “Company”), and THOMA BRAVO, LLC, a Delaware limited liability company (“Counterparty”).
Thoma Bravo San Francisco, CA 94111 February 17, 2020Letter Agreement • February 24th, 2020 • Piv Merger Sub, Inc. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) amends, restates, supersedes and replaces in its entirety the Prior Agreement and sets forth the commitment of the Investor, subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by paragraph 3 of this Agreement to purchase, directly or indirectly, equity securities of Parent, at or immediately prior to the Offer Acceptance Time. It is contemplated that pursuant to the Amended and Restated Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, PIV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Parent shall acquire 100% of the equity interests of the Company through a cash tender offer and the merger of Merger Sub with and into the Company and related transactions. Capitalized terms used but not otherwise defined herein shall have the
