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).
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, 2024Agreement and Plan of Merger • 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”.
