AGREEMENT AND PLAN OF MERGER by and among KARPOS INTERMEDIATE, LLC, KARPOS MERGER SUB, INC., and KEYPATH EDUCATION INTERNATIONAL, INC. Dated as of May 23, 2024Merger Agreement • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 23, 2024, is by and among Keypath Education International, Inc., a Delaware corporation (the “Company”), Karpos Intermediate, LLC, a Delaware limited liability company (“Parent”), and Karpos Merger Sub, Inc., a Delaware corporation and direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2024 • Keypath Education International, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of _________, 202_, by and between, Keypath Education International, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2024 • Keypath Education International, Inc. • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 11, 2021 (but effective as of the Commencement Date, as defined below), by and between Keypath Education International, Inc., a Delaware corporation (the “Company”), and Steve Fireng (“Executive”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 26th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of May 23, 2024, by and between Sterling Karpos Holdings, LLC, a Delaware limited liability company (“TopCo”), and the Person set forth on the signature page hereto (the “Rollover Investor”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
KEYPATH EDUCATION INTERNATIONAL, INC. RSU AWARD AGREEMENT Keypath Long-Term Incentive (LTI) PlanRsu Award Agreement • February 26th, 2024 • Keypath Education International, Inc. • Delaware
This RSU Agreement (this “Agreement”), dated as November 14, 2022, is entered into by and between Keypath Education International, Inc. (the “Company”), and [Name] (“Participant”) relating to RSUs granted under the Keypath Education International, Inc. 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
CREDIT AGREEMENTCredit Agreement • July 26th, 2024 • Keypath Education International, Inc. • Services-educational services • New South Wales
This CREDIT AGREEMENT, dated as of May 23, 2024, is entered into by and among KARPOS INTERMEDIATE, LLC, a Delaware limited liability company (“Karpos Intermediate” or, as further defined in Section 1.1, the “Borrower”), KARPOS PARENT, INC., a Delaware corporation (the “Parent”), the Lenders from time to time party hereto, and MS PRIVATE CREDIT ADMINISTRATIVE SERVICES LLC, as administrative agent for the Lenders and Bank Product Providers (in such capacity, “Administrative Agent”) and as collateral agent for the Lenders and Bank Product Providers (in such capacity, “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2024 • Keypath Education International, Inc. • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 11, 2021 (but effective as of the Commencement Date, as defined below), by and between Keypath Education International, Inc., a Delaware corporation (the “Company”), and Peter Vlerick (“Executive”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 26th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of May 23, 2024, by and between Sterling Karpos Holdings, LLC, a Delaware limited liability company (“TopCo”), and AVI Mezz Co., L.P., a Delware limited partnership (the “Rollover Investor”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
KEYPATH EDUCATION INTERNATIONAL, INC. RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • February 26th, 2024 • Keypath Education International, Inc. • Delaware
This Restricted Shares Award Agreement (this “Agreement”), dated as of April 30, 2021, is entered into by and between Keypath Education International, Inc. (the “Company”), and Steve Fireng (“Participant”), relating to Restricted Shares. Capitalized terms used that are not otherwise defined as first used herein shall have the meaning ascribed to such terms in Section 26 of this Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2024, is entered into by and among Keypath Education International, Inc., a Delaware corporation (the “Company”), and AVI Mezz Co., L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Relationship DeedRelationship Deed • February 26th, 2024 • Keypath Education International, Inc.
KEYPATH EDUCATION INTERNATIONAL, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 26th, 2024 • Keypath Education International, Inc. • Delaware
This Stock Option Award Agreement (this “Agreement”), dated as [Date], is entered into by and between Keypath Education International, Inc. (the “Company”), and [Name] (“Participant”) relating to Options granted under the Keypath Education International, Inc. 2021 Equity Incentive Plan, as amended (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
Limited GuarantyLimited Guaranty • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This Limited Guaranty, dated as of May 23, 2024 (this “Limited Guaranty”), is made by Sterling Capital Partners IV, L.P., a Delaware limited partnership, and SCP IV Parallel, L.P., a Delaware limited partnership (each, a “Guarantor” and together the “Guarantors”), in favor of Keypath Education International, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
