0001047469-15-005115 Sample Contracts

Meritas, LLC 630 Dundee Rd. Suite 400 Northbrook, IL 60062
Transaction Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York

Reference is hereby made to that certain Transaction Agreement (the “Transaction Agreement”), dated as of April 24, 2015, by and among (i) Nord Anglia Education, Inc., a Cayman Islands company (“Parent”), (ii) Viking Holdco, Inc., a Delaware corporation that is wholly-owned by Parent (“U.S. HoldCo”), (iii) NAE Holdings HK Limited, a Hong Kong private limited company that is wholly-owned by Parent (the “Chengdu Buyer” and, together with Parent and U.S. HoldCo, the “Buyer”), (iv) Viking Merger Subsidiary, LLC, a Delaware limited liability company that is wholly-owned by U.S. HoldCo (“Merger Sub” and together with the Buyer, the “Buyer Parties”), (v) those certain Persons identified as the “Blocker Stockholders” on the “Schedule of Sellers” (collectively, the “Blocker Stockholders”), (vi) Sterling International Schools C Corporation, a Delaware corporation (the “Blocker”), (vii) SCP III AIV One, L.P., a Cayman Islands exempted limited partnership (the “Chengdu Stockholder”), (viii) Sterli

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Deed of Novation and Amendment relating to Share Purchase Agreement This Deed is made on 11 February 2015. Between
Share Purchase Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • Hong Kong

The Original Counterparties, the Transferor and the Transferee shall be referred to collectively as the “Parties” and each a “Party”.

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