VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this Agreement), dated as of December 11, 2020, 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).
WHEREAS, the Parent Entities, Lake Merger Sub I, Inc., a Delaware corporation (Merger Sub I), Lake Merger Sub II, LLC, a Delaware limited liability company (Merger Sub II and together with the Parent Entities and Merger Sub I, the Buyer Parties), the Company and Pluralsight Holdings, LLC, a Delaware limited liability company (Holdings and, together with the Company, the Company Parties) are, concurrently with the execution hereof, entering into an Agreement and Plan of Mergers, dated as of the date hereof, and as may be amended, supplemented or otherwise modified from time to time (the Merger Agreement), which provides, among other things, for the merger of Merger Sub I with and into the Company (the Company Merger) and the merger of Merger Sub II with and into Holdings (the Holdings Merger) upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement);
WHEREAS, each Stockholder is, as of the date hereof, the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), which meaning will apply for all purposes of this Agreement) of the number of shares of Company Capital Stock and the number of Holdings Units, in each case, as set forth opposite the name of such Stockholder on Schedule I hereto; and
WHEREAS, as a condition to the willingness of the Buyer Parties and the Company Parties to enter into the Merger Agreement and as an inducement and in consideration therefor, the Buyer Parties and the Company Parties have required that each Stockholder, and each Stockholder has agreed to, solely in such Stockholders capacity as the beneficial owner of the Applicable Securities (as defined below) and not in any other capacity, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of Stockholder. Each Stockholder, solely in such Stockholders capacity as the beneficial owner of the Applicable Securities and not in any other capacity, hereby severally and not jointly represents and warrants to the Parent Entities and the Company as follows:
As of the time of execution of this Agreement, such Stockholder (i) is the beneficial owner of the shares of Company Capital Stock and Holdings Units set forth opposite such Stockholders name on Schedule I to this Agreement (together with any shares of Company Capital Stock or other Company Securities, that such Stockholder may become the beneficial owner of at any time in the future during the term of this Agreement, the Applicable Securities) and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Capital Stock or Holdings Units or any option, warrant, right or other Company Securities convertible, exchangeable or exercisable therefor or other instrument, obligation or right, the value of which is based on any of the foregoing.