INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
] shares KINDERCARE LEARNING COMPANIES, INC. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • New York
KinderCare Learning Companies, Inc., a Delaware corporation (“KinderCare”), proposes to sell an aggregate of [•] shares (the “Firm Stock”) of KinderCare’s common stock, par value $0.01 per share (the “Common Stock”). In addition, KinderCare proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from KinderCare by the Underwriters.
INCREMENTAL FACILITY AMENDMENTCredit Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015 (as amended, supplemented, amended and rested or otherwise modified from time to time, this “Agreement”), among KC SUB, INC., a Delaware corporation (“Holdco”), as Holdco Guarantor, immediately following the Closing Date Acquisition (as defined below), KC MERGERSUB, INC., a Delaware corporation (the “Merger Sub”), as the Borrower hereunder, who will be merged with and into KUEHG CORP., a Delaware limited liability company (the “Company”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.
STOCKHOLDERS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE INITIAL SPECIFIED STOCKHOLDERSStockholders Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of [ • ], 2021 by and among (a) KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), (b) Partners Group Client Access 13 L.P. Inc., Partners Group Client Access 13A L.P. Inc., Partners Group Barrier Reef L.P., Partners Group Hercules, L.P. Inc., Partners Group Hearst Opportunities Fund L.P., Partners Group Daintree Co-Invest, L.P., Partners Group Access 768 L.P. and Partners Group Direct Investments 2012 (EUR), L.P. Inc. (collectively, “PG”) and (c) each of the other stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders” and, together with the PG Stockholders (as defined below), the “Stockholders”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KC PARENT, LLC November 5, 2021Limited Liability Company Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of KC Parent, LLC, a Delaware limited liability company (the “Company”), is effective as of November 5, 2021 (the “Effective Date”), and has been approved by (i) the Company and (ii) Partners Group Client Access 13 L.P. Inc., Partners Group Client Access 13A L.P. Inc., Partners Group Barrier Reef L.P., Partners Group Hercules, L.P. Inc., Partners Group Hearst Opportunities Fund L.P., Partners Group Daintree Co-Invest, L.P., Partners Group Access 768 L.P. and Partners Group Direct Investments 2012 (EUR), L.P. Inc. (collectively, the “Partners Group Members”).
