AGREEMENT AND PLAN OF MERGER by and among KARPOS INTERMEDIATE, LLC, KARPOS MERGER SUB, INC., and KEYPATH EDUCATION INTERNATIONAL, INC. Dated as of May 23, 2024Merger Agreement • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 23, 2024, is by and among Keypath Education International, Inc., a Delaware corporation (the “Company”), Karpos Intermediate, LLC, a Delaware limited liability company (“Parent”), and Karpos Merger Sub, Inc., a Delaware corporation and direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2024, is entered into by and among Keypath Education International, Inc., a Delaware corporation (the “Company”), and AVI Mezz Co., L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Limited GuarantyLimited Guaranty • May 24th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
This Limited Guaranty, dated as of May 23, 2024 (this “Limited Guaranty”), is made by Sterling Capital Partners IV, L.P., a Delaware limited partnership, and SCP IV Parallel, L.P., a Delaware limited partnership (each, a “Guarantor” and together the “Guarantors”), in favor of Keypath Education International, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
