Michael Lee Benson Jr. - 13 Nov 2024 Form 4 Insider Report for INSTRUCTURE HOLDINGS, INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 25, 2024, by and among the Issuer, Icon Acquisition Sub Inc. ("Merger Sub") and Icon Parent Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), owned by the Reporting Person was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon (the "Per Share Price").

Footnote F2

The shares of Common Stock reported as disposed by the Reporting Person include 141,901 unvested restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to the terms thereof.