June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007, from the undersigned to Parent.
TENDER AGREEMENTTender Agreement • June 8th, 2007 • L Curve Sub Inc. • Services-educational services • Maryland
TENDER AGREEMENT, dated as of June 3, 2007 (this "Agreement"), by and between Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta ("Parent") and, (the "Stockholder").
COMMITMENT LETTERCommitment Letter • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc., a Maryland corporation (the "Company"), Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates in its entirety the letter agreement dated March 13, 2007 from the undersigned to Parent.
June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement is delivered pursuant to an assignment from Douglas Becker to the undersigned of the rights and obligations arising from and in respect of a portion (equal to the Rollover Commitment Amount (as hereinafter defined)) of the "Commitment Amount" set forth in the January 28, 2007, letter agreement from Douglas Becker to Parent.
June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 8th, 2007 • L Curve Sub Inc. • Services-educational services • New York
This Amended and Restated Interim Investors Agreement (the "Agreement") is made as of June 3, 2007 by and among Wengen Alberta, Limited Partnership ("Parent") and the other parties appearing on the signature pages hereto (the "Investors").
VOTING AGREEMENTVoting Agreement • June 8th, 2007 • L Curve Sub Inc. • Services-educational services • Maryland
VOTING AGREEMENT, dated as of June 3, 2007 (this "Agreement"), by and among Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta ("Parent"), Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (each, a "Stockholder" and collectively, the "Stockholders").
