EQUITY COMMITMENT LETTER April 25, 2017Nord Anglia Education, Inc. • June 9th, 2017 • Services-educational services • New York
This letter agreement sets forth the commitment of The Baring Asia Private Equity Fund VI, L.P.1, a limited partnership organized and existing under the Laws of the Cayman Islands (the "Sponsor"), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Bach Finance Limited, 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 amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), among Nord Anglia Education, Inc. (the "Company"), Parent and Bach Acquisitions Limited, 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 agre
LIMITED GUARANTEENord Anglia Education, Inc. • June 9th, 2017 • Services-educational services • New York
LIMITED GUARANTEE, dated as of April 25, 2017 (this "Limited Guarantee"), by Canada Pension Plan Investment Board, a crown corporation established under the Canada Pension Plan Investment Board Act by the Government of Canada (the "Guarantor"), in favor of Nord Anglia Education, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the "Guaranteed Party").
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 9th, 2017 • Nord Anglia Education, Inc. • Services-educational services • New York
This Interim Investors Agreement (this "Agreement") is made as of April 25, 2017 by and among The Baring Asia Private Equity Fund VI, L.P.1 ("LP1"), The Baring Asia Private Equity Fund VI, L.P.2 ("LP2"), The Baring Asia Private Equity Fund VI Co-investment L.P. ("Co-Invest LP" and, together with LP1 and LP2, "Baring" and collectively with one or more of their respective Affiliates, "BPEA"), Canada Pension Plan Investment Board ("CPPIB", and together with LP1, LP2, Co-Invest LP and any Additional Sponsor (as defined below), each an "Investor" and collectively, the "Investors"), Bach Holdings Limited, a Cayman Islands exempted company ("Holdco"), Bach Finance Limited, a Cayman Islands exempted company ("Parent"), and Bach Acquisitions Limited, a Cayman Islands exempted company ("Merger Sub"). The Investors, Holdco, Parent and Merger Sub are hereinafter collectively referred to as the "Parties", and individually, a "Party". Capitalized terms used but not defined herein shall have the mean
