Form of Tender and Support Agreement, dated as of March 7, 2021, by and among Pluralsight, Inc., Lake Holdings, LP, Lake Guarantor, LLC and the other parties thereto

Each Stockholder agrees to validly tender or cause to be validly tendered in the Offer all of such Stockholder’s shares of Company Common Stock that are Applicable Securities (including all shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be made by such Stockholder pursuant to Section 1.1(b), a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement of the Offer,

As promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement of the Offer, each Stockholder that owns Vested Company Options (as defined in the Merger Agreement) shall exercise all of such Vested Company Options (the “Pubco Exercise”) so that all of the shares of Company Common Stock issuable with respect to such Pubco Exercise may be tendered in the Offer prior to the Expiration Time pursuant to Section 1.1(a). Payment of the exercise price of such Vested Company Options and any Taxes due upon exercise of such Vested Company Options shall be effected by the Company retaining (and the applicable holder foregoing any right or entitlement to) a number of shares of Company Common Stock subject to the Vested Company Options having an aggregate value equal to the sum of (x) the exercise price multiplied by the number of shares of Company Common Stock subject to such Vested Company Options, and (y) the amount of Taxes required to be withheld in connection with such exercise price. Each Stockholder, the Parent Entities (on behalf of the Buyer Parties) and the Company agree that any such Pubco Exercise (and the tendering of all shares of Company Common Stock issuable with respect to such Pubco Exercise into the Offer) shall be effective immediately prior to the Expiration Time; provided, that if the Offer is not consummated in accordance with the terms of the Merger Agreement, the Pubco Exercise shall be void and deemed not to have occurred and such Stockholder shall retain its Vested Company Options, in the manner held immediately prior to the attempted exercise thereof.

Each Stockholder hereby agrees and covenants to effect a Pubco Offer Redemption with respect to all Holdings Units that are Applicable Securities, including delivery of a Redemption Notice as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement of the Offer, so that all of the shares of Company Common Stock issuable with respect to such Pubco Offer Redemption may be tendered in the Offer pursuant to Section 1.1(a). Each Stockholder, the Parent Entities (on behalf of the Buyer Parties) and the Company Parties agree that, pursuant to Section 10.09 of the Holdings LLCA, any such Pubco Offer Redemption (and the tendering of all shares of Company Common Stock issuable with respect to such Pubco Offer Redemption into the Offer) shall be effective immediately prior to the Expiration Time; provided, that if the Offer is not consummated in accordance with the terms of the Agreement, the Pubco Offer Redemption shall be void and deemed not to have occurred and such Stockholder shall retain its Holdings Units and an equivalent number of shares of Company Class B Stock and Company Class C Stock, as applicable.

The Company Parties and the Buyer Parties shall, and shall cause all of their respective Subsidiaries to, take all such actions and do all such things as are necessary or desirable to enable and permit each Stockholder to complete a Pubco Exercise and Pubco Offer Redemption as contemplated by this Section 1, as applicable, and validly tender all of the shares of Company Common Stock issuable in respect of such Pubco Exercise and Pubco Offer Redemption into the Offer pursuant to this Section 1, and, subject to the satisfaction (or, to the extent waivable, waiver by Parent I in its sole discretion) of the Offer Conditions, Parent I shall cause the Merger Sub I to accept such shares of Company Common Stock for payment pursuant to the Offer.

As of the time of execution of this Agreement, such Stockholder (i) is the beneficial owner of such Stockholder’s 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.

Such Stockholder has the legal capacity to execute and deliver this Agreement and to perform the obligations contemplated herein.

This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a legal, valid and binding obligation of the Parent Entities and the Company Parties, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder by each of the Parent Entities and the Company Parties in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.

Neither the execution and delivery of this Agreement nor the performance by such Stockholder of the obligations contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder or Stockholder’s assets are bound, except for such violations, defaults or

Subject to the terms of the Charter, Bylaws and Holdings LLCA, the Applicable Securities and the certificates, if any, representing the Applicable Securities owned by such Stockholder are now, and, except as permitted by Section 4(b), at all times during the term hereof will be, held by such Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens and encumbrances, except for any such liens or encumbrances arising hereunder, any applicable restrictions on transfer under the Securities Act and any liens or encumbrances that would not prevent or materially delay or impair such Stockholder’s performance of its obligations under this Agreement (collectively, “Permitted Encumbrances”).

Subject only to community property laws and the terms of the Charter, the Bylaws, the Holdings LLCA, the Amendment (as defined below) and the Voting Agreement (as defined below and which is terminated in its entirety in connection with entering into this Agreement pursuant to Section 14(d) below), (i) such Stockholder has, and at all times during the term of this Agreement will have, full voting power with respect to such Stockholder’s shares of Company Capital Stock and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to (and comply with) all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Applicable Securities and (ii) Applicable Securities of such Stockholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the tendering or voting of such Applicable Securities.

As of the time of execution of this Agreement, other than any Transaction Litigation, there is no Legal Proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or equity before or by any Governmental Authority, except for any Legal Proceeding that would not prevent or materially delay or impair such Stockholder’s performance of its obligations under this Agreement.

Such Stockholder has received and reviewed a copy of the Merger Agreement. Such Stockholder understands and acknowledges that the Buyer Parties and the Company Parties are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder (it being understood that arrangements of the Company Parties or their other Affiliates shall not be deemed to be an arrangement of such Stockholder).

Such Parent Entity is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to perform the obligations contemplated herein, and has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement.

This Agreement has been duly authorized, executed and delivered by such Parent Entity, and, assuming this Agreement constitutes the legal, valid and binding obligations of the other parties hereto, constitutes the legal, valid and binding obligations of such Parent Entity, and are enforceable against such Parent Entity in accordance with its terms, subject to bankruptcy, insolvency (including all legal requirements relating to fraudulent transfers), reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.

Assuming compliance with the applicable provisions of the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment Laws, the execution and delivery of this Agreement by such Parent Entity, and the consummation of the transactions contemplated by this Agreement, will not: (i) cause a violation, or a default, by such Parent Entity of any applicable legal requirement or decree, order or judgment applicable to such Parent Entity, or to which such Parent Entity is subject; or (ii) conflict with, result in a breach of, or constitute a default on the part of such Parent Entity under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Parent Entity is a party or by which such Parent Entity or its assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay or impair the performance by such Parent Entity of any of its obligations under this Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Schedule TO), any “anti-takeover” laws, the DGCL, in connection with the HSR Act or any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment Laws, neither such Parent Entity nor any of its other Affiliates are required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement by such Parent Entity, other than such filings, notifications, approvals, notices or consents that have been obtained as of the date of this Agreement or, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay or impair the performance by such Parent Entity of any of its obligations under this Agreement.

The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to perform the obligations contemplated herein, and has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement. Holdings is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the limited liability company power and authority to execute and deliver and perform its obligations under this Agreement and to perform the obligations contemplated herein, and has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement.

This Agreement has been duly authorized, executed and delivered by the Company Parties, and, assuming this Agreement constitutes the legal, valid and binding obligations of the other parties hereto, constitutes the legal, valid and binding obligations of each Company Party, and are enforceable against such Company Party in accordance with its terms, subject to bankruptcy, insolvency (including all legal requirements relating to fraudulent transfers), reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.

Assuming compliance with the applicable provisions of the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment Laws, the execution and delivery of this Agreement by the Company Parties, and the consummation of the transactions contemplated by this Agreement, will not: (i) cause a violation, or a default, by any Company Party of any applicable legal requirement or decree, order or judgment applicable to such Company Party, or to which such Company Party is subject; or (ii) conflict with, result in a breach of, or constitute a default on the part of any Company Party under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Company Party is a party or by which such Company Party or its assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay or impair the performance by such Company Party of any of its obligations under this Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Schedule 14D-9), any “anti-takeover” laws, the DGCL, in connection with the HSR Act, any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment Laws, no Company Party nor any of its Affiliates are required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement by any Company Party, other than such filings, notifications, approvals, notices or consents that have been obtained as of the date of this Agreement or, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay or impair the performance by any Company Party of any of its obligations under this Agreement.

Prior to the Final Termination Date, except as otherwise expressly provided herein (including pursuant to this Section 5 or Section 6) or pursuant to a repurchase, forfeiture or redemption right of any member of the Company Group set forth in any contract between the Company and such Stockholder, and notwithstanding Section 7 of the Amendment, if exercised by the applicable member of the Company Group and if applicable, each Stockholder shall not, and shall cause each of its Affiliates not to: (i) other than with respect to the Pubco Offer Redemption, transfer, redeem, exchange, surrender, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by liquidation, dissolution, dividend, distribution or otherwise) of, enter into any derivative arrangement with respect to, create

Notwithstanding the foregoing, each Stockholder may make (i) Transfers of Applicable Securities by will or for estate planning purposes, (ii) with respect to such Stockholder’s Vested Company Options exercised pursuant to the Pubco Exercise, Transfers or cancellations of the underlying shares of Company Common Stock to the Company (x) in payment of the exercise price of such Stockholder’s Vested Company Options and (y) in order to satisfy any Taxes due upon exercise of such Stockholder’s Vested Company Options, (iii) with respect to such Stockholder’s Company RSUs, Company PSUs, Holdings RSUs or Holdings Incentive Units, as applicable, Transfers or cancellations of the underlying shares of Company Common Stock or Holdings Units, as applicable, to the applicable Company Party for the net settlement of such Company RSUs, Company PSUs, Holdings RSUs or Holdings Incentive Units, as applicable in order to satisfy any tax withholding obligation, and (iv) Transfers of Applicable Securities to any controlled Affiliate of such Stockholder, so long as such Stockholder maintains full voting power with respect to any transferred Applicable Securities, and in each case of the foregoing clauses (i) through (iv), so long as any such transferee shall agree in writing to be bound by this Agreement (including, without limitation, the obligation to tender all such transferred shares of Company Common Stock into the Offer and, if applicable, to effect a Pubco Offer Redemption with respect to such transferred Holdings Units (and the tendering of all of the shares of Company Common Stock issuable with respect to such Pubco Offer Redemption into the Offer) in connection with a Pubco Offer Redemption prior to the consummation of any such transfer); provided that the Parent Entities shall have direct contractual enforcement rights against such transferees.

Each Stockholder agrees that such Stockholder will not exercise any dissenter’s or appraisal rights available to such Stockholder with respect to the Offer or the Mergers pursuant to Section 262 of the DGCL or otherwise.

Each Stockholder hereby undertakes and agrees not to, and shall cause its Affiliates not to, commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any Buyer Party, the Company or any of their respective Affiliates, any of their respective successors or the directors or officers of any of the foregoing, in each case relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, (ii) alleging a breach of any duty of the Company Board or any member of the Company Board in connection with this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, or (iii) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby; provided that the foregoing shall not prevent any claim against any Buyer Party to enforce such Stockholder’s rights under the Merger Agreement in accordance with the terms thereof.

Each Stockholder hereby waives any rights to exchange or transfer any Applicable Securities with respect to Section 7 of the Amendment.

Voting of Shares in Connection with the Mergers. Prior to the earlier of (x) the Final Termination Date and (y) the valid termination of the Merger Agreement in accordance with its terms, and without in any way limiting such Stockholder’s right to vote such Stockholder’s shares of Company Capital Stock in such Stockholder’s sole discretion on any other matters that may be submitted to a stockholder or member vote, consent or other approval, whether at any annual, special or other meeting of the Company Stockholders called or otherwise, and at any adjournment or postponement thereof, each Stockholder (solely in such Stockholder’s capacity as a holder of Applicable Securities, and not in any other capacity) shall, or shall cause the holder of record on any applicable record date to, (i) appear at each such meeting or otherwise cause all of its Applicable Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote all Applicable Securities beneficially owned by such Stockholder and entitled to vote (the “Vote Securities”) (A) in favor of (1) any proposal recommended by the Company Board (or a committee thereof) that is intended to facilitate the consummation of the transactions contemplated by the Merger Agreement and (2) any non-binding advisory vote on “golden parachute” executive compensation arrangements (provided, if any Stockholder is an executive officer of the Company, he or she will not be obligated to vote his or her shares in respect of any such non-binding advisory vote), and/or (B) against (1) any action or agreement that would reasonably be expected to result in any of the conditions to the Company Parties’ obligations to consummate the Offer or the Mergers set forth in Annex I or Article VII of the Merger Agreement not being fulfilled, and (2) subject to Section 6(b), any Acquisition Proposal. The obligations set forth in this Section 6(a) shall apply to each Stockholder unless and until the Parent Termination Date or the Stockholder Termination Date with respect to such Stockholder shall have occurred, at which time such obligations shall terminate and be of no further force or effect.

Voting of Shares in Connection with an Acquisition Transaction. In the event that the Company terminates the Merger Agreement in accordance with Section 8.1(h) of the Merger Agreement in order to enter into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction contemplated by a Superior Proposal and pays the Company Termination Fee due to the Parent Entities thereunder, and without in any way limiting such Stockholder’s right to vote such Stockholder’s shares of Company Capital Stock in such Stockholder’s sole discretion on any other matters that may be submitted to a stockholder or member vote, consent or other approval, whether at any annual, special or other meeting of the Company Stockholders called or otherwise, and at any adjournment or postponement thereof, each Stockholder (solely in such Stockholder’s capacity as a holder of Applicable Securities, and not in any other capacity) shall, or shall cause the holder of record on any applicable record date to, (i) appear at each such meeting or otherwise cause all of its Applicable Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote all Vote Securities (A) in favor of (1) the adoption of such Alternative Acquisition Agreement (or any other Alternative Acquisition Agreement then in effect) and the approval of the Acquisition Transaction and the other transactions contemplated thereby, (2) any proposal recommended by the Company Board (or a committee thereof) that is intended to facilitate the consummation of the transactions contemplated by such Alternative Acquisition Agreement (or any other Alternative Acquisition Agreement then in effect) and (3) any non-binding advisory vote on “golden parachute” executive compensation arrangements, and/or (B) against (x) any action or agreement which would reasonably be expected to result in any of the conditions to the Company Parties’ obligations to consummate the Acquisition Transaction pursuant to such Alternative Acquisition Agreement (or any other Alternative Acquisition Agreement then in effect) not being fulfilled, and (y) any Acquisition Proposal that is not the Acquisition Transaction contemplated by such Alternative Acquisition Agreement (or any other Alternative Acquisition Agreement then in effect). The obligations set forth in this Section 6(b) shall apply to each Stockholder unless and until the Final Termination Date or the Stockholder Termination Date with respect to such Stockholder shall have occurred, at which time such obligations shall terminate and be of no further force or effect. Each reference in this Agreement to the “Alternative Acquisition Agreement” shall mean and be a reference to any Alternative Acquisition Agreement that the Company and/or Holdings may enter into concurrently with terminating the Merger Agreement (or any alternative Alternative Acquisition Agreement) pursuant to Section 8.1(h) of the Merger Agreement (or any similar provision in any alternative Acquisition Agreement), including any alternative Alternative Acquisition Agreement to any Alternative Acquisition Agreement; provided that (x) the Company Board has recommended that the holders of Company Capital Stock approve and adopt such Alternative Acquisition Agreement and approve the Acquisition Transaction to be effected thereby, (y) the Acquisition Transaction to be effected by such Alternative Acquisition Agreement constitutes an “Acquisition” or an “Asset Transfer” (each as defined in the Charter) and (z) such “Alternative Acquisition Agreement” shall include, as applicable, an Alternative Acquisition Agreement to effect any purchase or acquisition described in clause (i) of the definition of “Acquisition Transaction” in the Merger Agreement (or any similar term in any similar purchase or acquisition described in any similar such term(s) in any alternative Alternative Acquisition Agreement) by the Buyer Parties or their Affiliates or any group that includes the Buyer Parties or their Affiliates. Each reference in this Agreement to the “Acquisition Transaction” shall mean and be a reference to an Acquisition Transaction to be effected pursuant to an Alternative Acquisition Agreement, and shall include any similar such term(s) in any alternative Alternative Acquisition Agreement.

All rights and obligations of the Parent Entities under this Agreement shall terminate immediately without any notice or other action by any Person upon the earliest to occur of the following (the date of such termination, the “Parent Termination Date”):

the valid termination of the Merger Agreement in accordance with its terms;

the Company Merger Effective Time; or

the mutual written consent of any Parent Entity and each Stockholder.

All rights and obligations of a Stockholder under this Agreement shall terminate immediately without any notice or other action by any Person upon the earliest to occur of the following (the date of such termination with respect to such Stockholder, the “Stockholder Termination Date”):

any change to the terms of the Offer or the Mergers without the prior written consent of such Stockholder that (A) reduces the Class A Offer Price, Per Share Price or Per Unit Price payable with respect to the shares of Company Common Stock and Holdings Units beneficially owned by any Stockholder (subject to adjustments in compliance with Section 2.7(c) of the Merger Agreement), (B) changes the form of consideration payable in the Offer or the Mergers or (C) disproportionately affects such Stockholder (solely in its capacity as a holder of the Applicable Securities) in a material and adverse manner relative to other holders of Company Capital Stock and Holdings Units;

if the Parent Termination Date has not occurred, the mutual written consent of any Parent Entity, the Company and such Stockholder; or

if the Parent Termination Date has occurred, the mutual written consent of the Company and such Stockholder.

This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately without any notice or other action by any Person upon the earliest to occur of the following (the date of such termination, the “Final Termination Date”):

the valid termination of the Merger Agreement in accordance with its terms, other than a termination of the Merger Agreement by the Company pursuant to Section 8.1(h) of the Merger Agreement;

the Company Merger Effective Time;

if, following a valid termination of the Merger Agreement pursuant to Section 8.1(h) thereof, the Company and/or Holdings has entered into a definitive Alternative Acquisition Agreement (or, if thereafter (in one or more iterations) the Company subsequently terminates such Alternative Acquisition Agreement (in accordance with its terms) to enter into an alternative Alternative Acquisition Agreement), either (A) the valid termination of the then applicable definitive Alternative Acquisition Agreement in accordance with its terms (other than to enter into an alternative Alternative Acquisition Agreement) or (B) the consummation of the Acquisition Transaction contemplated by the Alternative Acquisition Agreement then in effect;

if the Parent Termination Date has not occurred, the mutual written consent of any Parent Entity, the Company and each Stockholder; or

if the Parent Termination Date has occurred, the mutual written consent of the Company and each Stockholder.

Subject to Section 9(e), upon the valid termination of the rights and obligations of a party to this Agreement, all obligations of the applicable party under this Agreement will terminate, without any liability or other obligation on the part of such party to any Person in respect of this Agreement or the obligations under this Agreement, and no other party hereto shall have any claim against such party (and no Person shall have any rights against another party hereto), whether under contract, tort or otherwise, with respect to this Agreement or the obligations under this Agreement. Subject to Section 9(e), following the Final Termination Date, all obligations of each of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect of this Agreement or the obligations hereunder, and no party hereto shall have any claim against another (and no Person shall have any rights against another party hereto), whether under contract, tort or otherwise, with respect to this Agreement or the obligations under this Agreement. Notwithstanding the foregoing, nothing in this Agreement or any termination of any rights or obligations under this Agreement shall relieve any party hereto from liability from any willful and material breach of this Agreement or the obligations under this Agreement prior to such termination; provided, that (i) in the event the Company Merger Effective Time shall have occurred, no Stockholder shall have any liability or other obligation hereunder whatsoever, including with respect to any willful and material breach occurring prior thereto (other than any breach of Stockholder’s covenant in Sections 5(c) or 5(d)) or (ii) in the event an Acquisition Transaction shall have been consummated, no Stockholder shall have any liability or other obligation to the Company hereunder, including with respect to any willful and material breach occurring prior thereto (other than Stockholder’s covenant in Sections 5(c) or
5(d)).

Notwithstanding anything to the contrary herein, Sections 5(c), 5(d), 9(d), 10, 13 and 14 hereof and this Section 9(e) shall survive the termination of this Agreement (including any termination as a result of the occurrence of the Company Merger Effective Time), and shall continue to apply to and bind each party hereto, and be enforceable by each party hereto, in accordance with their terms.

Conditioned upon the substantially concurrent consummation of the Offer or, if following a valid termination of the Merger Agreement pursuant to Section 8.1(h) thereof, the Company and/or Holdings has entered into a definitive Alternative Acquisition Agreement (or, if thereafter (in one or more iterations) the Company subsequently terminates such Alternative Acquisition Agreement (in accordance with its terms) to enter into an alternative Alternative Acquisition Agreement), the consummation of the Acquisition Transaction contemplated by the Alternative Acquisition Agreement then in effect, each Stockholder (on such Stockholder’s own behalf and on behalf of the Stockholders agents, assigns, affiliates, representatives, spouses and heirs) hereby irrevocably (subject to the provisos to this sentence) releases, waives and forfeits all benefits, rights and claims arising out of or under the Amendment and the TRA (as defined below), including all rights to the TRA Payments (as defined in the Amendment) and none of the Parent Entities, the Company, Holdings or their respective Affiliates shall have any obligations to such Stockholder with respect thereto; provided that upon a Stockholder Termination Date with respect to any Stockholder, the foregoing release, waiver and forfeiture shall be null and void with respect to the applicable Stockholder, and all of the applicable Stockholder’s rights under the Amendment and the TRA (for the avoidance of doubt, as such rights under the TRA shall have been amended and modified pursuant to the Amendment) shall automatically and immediately be restored; provided, further, that the foregoing release, waiver and forfeiture shall be null and void with respect to each Stockholder, and all of the Stockholders’ rights under the Amendment and the TRA (for the avoidance of doubt, as such rights under the TRA shall have been amended and modified pursuant to the Amendment) shall automatically and immediately be restored upon (i) the valid termination of the Merger Agreement in accordance with its terms, other than a termination of the Merger Agreement by the Company pursuant to Section 8.1(h) of the Merger Agreement or (ii) if, following a valid termination of the Merger Agreement pursuant to Section 8.1(h) thereof, the Company and/or Holdings has entered into a definitive Alternative Acquisition Agreement (or, if thereafter (in one or more iterations) the Company subsequently terminates such Alternative Acquisition Agreement (in accordance with its terms) to enter into an alternative Alternative Acquisition Agreement), the valid termination of the then applicable definitive Alternative Acquisition Agreement in accordance with its terms (other than to enter into an alternative Alternative Acquisition Agreement), in each case without the consummation of the Offer or an Acquisition Transaction contemplated by any such Alternative Acquisition Agreement.

Each Stockholder further expressly waives any and all rights he, she or it may have under any statute or common law principle that would limit the effect of the releases herein to those claims that were actually known or that such Stockholder should have known to exist at the time of execution of this Agreement as those terms are defined in Section 1542 of the California Civil Code, which provides as follows:

The agreements set forth in this Section 13 are in addition to, and do not supersede, replace or modify, the agreements set forth in Section 6 of the Amendment.