FOURTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
This Amendment (this Amendment) to the Fourth Amended and Restated Limited Liability Company Agreement dated as of May 16, 2018 (as amended from time to time, collectively, the LLC Agreement), of Pluralsight Holdings, LLC, a Delaware limited liability company (the Company), is made and entered into as of March 7, 2021, by and among the Company and the Members of the Company who are signatories hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.
WHEREAS, in accordance with Section 16.03 of the LLC Agreement, the LLC Agreement may be amended or modified as set forth herein upon the consent of Pluralsight, Inc. (the Corporation) and a majority of the Common Units entitled to vote then outstanding (excluding for purposes of such calculation all Common Units held directly or indirectly by the Corporation) (collectively the Requisite Members);
WHEREAS, the undersigned Members desire to amend and modify the terms of the LLC Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, constituting the Corporation and the Requisite Members, agree as follows:
1. Amendments to Section 10.09 of the LLC Agreement. Section 10.09 of the LLC Agreement shall be amended and restated to read in its entirety as follows:
(a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a Pubco Offer) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Corporate Board or is otherwise effected or to be effected with the consent or approval of the Corporate Board, the Common Unitholders shall be permitted to participate in such Pubco Offer by delivery of a Redemption Notice to be effective only as of immediately prior to the expiration of the Pubco Offer (or at such other time as may be reasonably determined by the Corporation in order to facilitate the consummation of the Pubco Offer) and tendering the shares of Class A Common Stock issuable in respect of such Redemption Notice into the Pubco Offer prior to the scheduled expiration time of the Pubco Offer; provided that any such Redemption Notice and the redemption effected thereby shall be void nunc pro tunc and deemed not to have occurred if the Pubco Offer in connection with which it was delivered is not consummated. In the case of a Pubco Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Common Unitholders to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence (and without limiting the ability of any Member holding Common Units to consummate a Redemption at any time pursuant to the terms of this Agreement), the Manager will use its reasonable best efforts expeditiously and in good faith to ensure that either (i) such Common Unitholders may participate in such Pubco Offer without being required to have their Common Units and shares of Class B Common Stock or Class C Common Stock, as the case may be, redeemed or (ii) if such redemption is necessary or advisable, to ensure that any such redemption shall be effective only as of immediately prior to the expiration of the Pubco Offer (or at such other time as may be reasonably