Pluralsight : Investor Presentation on Proposed Transaction with Vista Equity Partners

The Pluralsight / Vista Transaction Delivers Compelling Value to Shareholders

Robust, Independent Process Resulted in Superior Value to Standalone Plan

Compelling, certain	▪ Offers immediate cash value to Pluralsight shareholders at a significant premium, not subject to execution risk and
value for shareholders	challenges of standalone plan
	▪ 9.2x and 8.1x the last 12 months' (LTM) and next 12 months' (NTM) revenue
	- Well above median of relevant precedent M&A transactions
	- Among highest multiples on Rule of 40 (growth and profit) basis
	- Among highest multiples paid for public SaaS company by private equity acquiror
	▪ 26% and 25% premia to undisturbed price and 30-day VWAP prior to announcement of transaction, respectively
Challenging	▪ Competes in highly competitive, rapidly evolving and fragmented market
market context	▪ Modest barriers to entry and low switching costs relative to broader enterprise software sector
	▪ Emergence of new, highly capitalized competition and free / ad-supported offerings (e.g. leveraging YouTube, GitHub and
	similar platforms) has accelerated competitive pressure
	▪ Competitive pressure has led to lower retention, higher S&M spending and slowing growth
	▪ M&A has been and will be required to support growth; company has executed 11 M&A transactions representing
	aggregate price of ~$425M over past 8 years, which is expected to accelerate in the coming years
	▪ Ongoing need for M&A introduces execution risk and risk of dilution to shareholders; access to lower cost debt capital is
	limited due to FCF profile and overhang of existing convertible debt

2

The Pluralsight / Vista Transaction Delivers Compelling Value to Shareholders

Robust, Independent Process Resulted in Superior Value to Standalone Plan

Robust transaction	▪ Comprehensive review of strategic options, including remaining standalone
process	▪ Engaged with 14 parties (6 strategic acquirers and 8 financial sponsors) representing those with industry focus and
	sufficient capital to pursue the Pluralsight opportunity; 12 parties signed confidentiality agreements
	▪ Vista was only party to submit a proposal
	▪ Negotiated 23% increase from Vista's initial offer
	▪ Negotiated 70% reduction in TRA liability, leading to ~$1.80 per share increase in value to Pluralsight shareholders

Strong governance	▪ Process led by fully-independent Transaction Committee not party to TRA
protections for	▪	Transaction Committee was fully-empowered to oversee and direct process, with ability to say "No"
shareholders	▪	Conditioned on a "majority of the minority" approval, requiring the support of a majority of shareholders not party to TRA
		(and independent from management)

Vote the WHITE card in support of the Pluralsight transaction to secure
compelling, certain value for your investment	3

A Compelling Valuation and Premium Achieved for Shareholders

1. Highly Compelling Deal for Shareholders

• High end of valuation metrics and represents significant premia to multiple valuation benchmarks
• 2nd highest NTM and LTM revenue multiple paid for public SaaS company by private equity acquiror at time of deal announcement1
• Highest growth and margin adjusted NTM revenue multiple paid for public SaaS company by a private equity acquiror and 3rd highest all time1

KEY FACTS

26% Premium

to undisturbed closing price on 11/9/20

25% Premium

to 30-day VWAP prior to announcement of transaction

9.2x LTM Revenue

8.1x NTM Revenue

0.54x Rule of 40

1 Based on transactions greater than or equal to $1 Billion.

4