ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • August 14th, 2023 • General Atlantic, L.P. • Services-educational services
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INTERIM INVESTORS’ AGREEMENTInterim Investors’ Agreement • August 14th, 2023 • General Atlantic, L.P. • Services-educational services • New York
This INTERIM INVESTORS’ AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and among (i) Achieve Holdings, an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Parent”), (ii) Achieve Merger Sub, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned subsidiary of Parent having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Merger Sub”), (iii) General Atlantic Arco (Bermuda) 2, L.P. (“General Atlantic”), an entity affiliated with an investment fund of General Atlantic LP, a Delaware limited partnership, (iv) Archery DF Holdings, LP, an entity affiliated with an investment fund of Dragoneer Investment Group, LLC, a Delaware limited liability company (“Dragoneer”, together w
EQUITY COMMITMENT LETTERLetter Agreement • August 14th, 2023 • General Atlantic, L.P. • Services-educational services
This letter agreement is being delivered by and sets forth the commitment of the undersigned (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Achieve Holdings, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Arco Platform Limited (the “Company”), Parent and Achieve Merger Sub, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, Dragoneer Global Fund II, L.P. (the “Other Sponsor”) is entering into a letter agre
