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Following careful consideration, the board of directors of Pluralsight has: (a) determined that it is in the best interests of Pluralsight and its stockholders, and declared
it advisable, to enter into the Merger Agreement and consummate the Offer and the Company Merger, upon the terms and subject to the conditions set forth in the Merger
Agreement; (b) approved the execution and delivery of the Merger Agreement by Pluralsight, the performance by Pluralsight of its covenants and other obligations under the
Merger Agreement, and the consummation of the Offer and the Company Merger upon the terms and subject to the conditions set forth therein; (c) resolved to recommend that
the stockholders of Pluralsight accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (d) resolved that the Company Merger shall be effected under
Section 251(h) of the DGCL and that the Company Merger shall be consummated as promptly as possible after the Offer Acceptance Time (as defined in the Offer to Purchase).
The Merger Agreement contemplates that the Company Merger will be effected pursuant to Section 251(h) of the DGCL, which permits completion of the Company Merger upon the
collective ownership by Parent I, Purchaser and any other subsidiary of Parent I of one vote more than 50% of the aggregate voting power of the then-outstanding Shares, and if the Company
Merger is so effected pursuant to Section 251(h) of the DGCL, no stockholder vote will be required to adopt the Merger Agreement or consummate the Company Merger. Following the
purchase of Shares in the Offer, Parent I and Purchaser expect to consummate the Company Merger in accordance with Section 251(h) of the DGCL, and do not expect there to be a significant
period of time between the consummation of the Offer and the consummation of the Mergers.
Subject to the provisions of the Merger Agreement and applicable law, Purchaser expressly reserves the right, at any time, to (a) increase any applicable Offer Price, (b) waive any Offer
Condition other than the Minimum Condition or the Special Majority Condition and (c) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of
the Merger Agreement, provided that Pluralsight’s consent is required for Purchaser to (i) decrease any applicable Offer Price, (ii) change the form of consideration payable in the Offer,
(iii) decrease the number of Shares sought to be purchased in the Offer, (iv) impose conditions or requirements to the Offer other than the Offer Conditions, (v) terminate, accelerate, extend
or otherwise change the expiration date of the Offer, except as described in the Offer to Purchase, (vi) amend or modify any of the terms of the Offer in a manner that adversely affects the
holders of Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Mergers, or prevent or materially
delay the ability of the Buyer Parties to consummate the Offer or the Mergers or (vii) provide any subsequent offering period (within the meaning of Rule 14d-11 of the Exchange Act).
Purchaser is required to extend the Offer beyond its then-scheduled Expiration Date for any period required by any law, rule, any interpretation or position of the SEC, the SEC staff or any rules
and regulations of The NASDAQ Global Select Market applicable to the Offer. In addition, Purchaser may, without requiring the consent of Pluralsight or any other person, extend the Offer for
one or more periods of up to 10 business days each (or such longer period as Purchaser may agree to with Pluralsight), if at the then-scheduled Expiration Date any of the Offer Conditions have
not been satisfied or waived by Purchaser; provided, once all Offer Conditions are satisfied (other than the Minimum Condition, the Special Majority Condition or any Offer Conditions that
by their nature are to be satisfied at the Expiration Time), Purchaser may only extend the Offer for up to three periods for a total amount of no more than eight business days following the most
recently scheduled Expiration Date at which all Offer Conditions (other than the Minimum Condition, the Special Majority Condition or any Offer Conditions that by their nature are to be
satisfied at the Expiration Time) are satisfied (or such longer period as Purchaser may agree to with Pluralsight).
In any case, Parent and Purchaser will not be (a) required to extend the Offer beyond 11:59 p.m., Pacific time, on July 12, 2021 (the “Termination Date”) or (b) permitted to extend the Offer beyond
the Termination Date without the prior written consent of Pluralsight.
The Merger Agreement does not contemplate a subsequent offering period for the Offer.
Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of
an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of the Offer.
Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and pay for all Shares that are validly tendered and not validly withdrawn at or prior to the
Expiration Time. For purposes of the Offer, Purchaser will be deemed to have accepted for payment Shares tendered when, as and if Purchaser gives oral or written notice of Purchaser’s
acceptance to American Stock Transfer & Trust Co., LLC, the depositary for the Offer (the “Depositary”). Purchaser will pay for Shares accepted for payment pursuant to the Offer by
deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments and transmitting such payments to
tendering stockholders.
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