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).
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”).
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).
