Exhibit 10.9

 



 


	
 
    	
DATE
    	
20 February
    	
2012
    	
 
    




 

(1) THE SHAREHOLDERS AND LOAN NOTE HOLDERS OF

PREMIER EDUCATION (UK) HOLDCO LIMITED

 

- and -

 

(2) NORD ANGLIA EDUCATION, INC.

 

- and -

 

(3) PREMIER EDUCATION (UK) HOLDCO LIMITED

 

AGREEMENT

relating to

the sale and purchase of the whole of the issued
 share capital of Premier Education (UK)
 Holdco Limited and the sale and purchase of all
 loan notes and other debt in issue to certain
 shareholders of Premier Education (UK)
 Holdco Limited

 











 

CONTENTS

 

	
1.
    	
DEFINITIONS AND INTERPRETATION
    	
1
    
	
 
    	
 
    	
 
    
	
2.
    	
SALE AND PURCHASE OF THE SHARES,   LOAN NOTES AND CHAMPITTET RECEIVABLE
    	
4
    
	
 
    	
 
    	
 
    
	
3.
    	
CONSIDERATION
    	
5
    
	
 
    	
 
    	
 
    
	
4.
    	
COMPLETION
    	
7
    
	
 
    	
 
    	
 
    
	
5.
    	
WARRANTIES
    	
7
    
	
 
    	
 
    	
 
    
	
6.
    	
FURTHER ASSURANCE AND ATTORNEY
    	
7
    
	
 
    	
 
    	
 
    
	
7.
    	
ANNOUNCEMENTS
    	
8
    
	
 
    	
 
    	
 
    
	
8.
    	
COSTS
    	
8
    
	
 
    	
 
    	
 
    
	
9.
    	
SUCCESSORS AND ASSIGNMENT
    	
8
    
	
 
    	
 
    	
 
    
	
10.
    	
ENTIRE AGREEMENT
    	
8
    
	
 
    	
 
    	
 
    
	
11.
    	
VARIATIONS
    	
9
    
	
 
    	
 
    	
 
    
	
12.
    	
WAIVER
    	
9
    
	
 
    	
 
    	
 
    
	
13.
    	
AGREEMENT CONTINUES IN FORCE
    	
9
    
	
 
    	
 
    	
 
    
	
14.
    	
SEVERABILITY
    	
9
    
	
 
    	
 
    	
 
    
	
15.
    	
NOTICES
    	
9
    
	
 
    	
 
    	
 
    
	
16.
    	
COUNTERPARTS
    	
10
    
	
 
    	
 
    	
 
    
	
17.
    	
THIRD PARTY RIGHTS
    	
10
    
	
 
    	
 
    	
 
    
	
18.
    	
GOVERNING LAW AND JURISDICTION
    	
10
    
	
 
    	
 
    	
 
    
	
SCHEDULE 1:   VENDORS
    	
11
    
	
 
    	
 
    	
 
    
	
 
    	
Part 1: A Shareholders
    	
11
    
	
 
    	
 
    	
 
    
	
 
    	
Part 2: B Shareholders
    	
11
    
	
 
    	
 
    	
 
    
	
 
    	
Part 3: C Shareholders
    	
11
    
	
 
    	
 
    	
 
    
	
 
    	
Part 4: D Shareholders
    	
11
    
	
 
    	
 
    	
 
    
	
 
    	
Part 5: E Shareholders
    	
12
    
	
 
    	
 
    	
 
    
	
 
    	
Part 6: F Shareholders
    	
15
    
	
 
    	
 
    	
 
    
	
 
    	
Part 7: Deferred   Shareholders
    	
15
    
	
 
    	
 
    	
 
    
	
 
    	
Part 8: Preference   Shareholders
    	
15
    
	
 
    	
 
    	
 
    
	
 
    	
Part 9: Loan Note Holders
    	
16
    
	
 
    	
 
    	
 
    
	
SCHEDULE 2:   COMPLETION OBLIGATIONS
    	
18
    


 











 

	
THIS AGREEMENT is made on
    	
20 February 2012
    


 

BETWEEN:

 

(1)                                 THE PERSONS AND ENTITIES, being all the members and loan note holders of the Company, whose names and addresses are set out in schedule 1 (each a “Vendor” and together the “Vendors”);

 

(2)                                 NORD ANGLIA EDUCATION, INC. an exempted company incorporated with limited liability in the Cayman Islands whose company number is MC-264950  and whose registered office is at Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands (“Purchaser”); and

 

(3)                                 PREMIER EDUCATION (UK) HOLDCO LIMITED, a company registered in England and Wales with number 6590752 whose registered office is at Nord House, Third Avenue, Centrum 100, Burton on Trent, Staffordshire DE14 2WD (“Company”).

 

BACKGROUND

 

A                                       The Vendors are the legal and beneficial owners of the Shares, the Loan Notes and the Champittet Receivable as applicable.

 

B                                       The Vendors have agreed to sell and the Purchaser has agreed to purchase the Shares, Loan Notes  and the Champittet Receivable, as applicable, for the consideration and upon the terms set out in this agreement.

 

C                                       The Company is party to this agreement for the purposes of acknowledging its obligations under clause 2.5 of this agreement and for the purposes of being provided with and acknowledging receipt of notice of the sale and purchase of the Shares, Loan Notes  and the Champittet Receivable, as applicable, on the terms set out in this agreement.

 

IT IS HEREBY AGREED:

 

1.                                      DEFINITIONS AND INTERPRETATION

 

1.1                               In this agreement the following words and expressions shall (except where the context otherwise requires) have the following meanings:

 

“A Shareholders” means those persons detailed in part 1 schedule 1 being holders of A ordinary shares of $0.016281 in the capital of the Company (each an “A Shareholder”);

 

“B Shareholders” means those persons detailed in part 2 schedule 1 being holders of B ordinary shares of $0.016281 in the capital of the Company (each a “B Shareholder”);

 

“Business Day” means a day other than a Saturday or Sunday on which banks are open for commercial business in the City of London;

 

“C Shareholders” means those persons detailed in part 3 schedule 1 being holders of C ordinary shares of $0.016281 in the capital of the Company (each a “C Shareholder”);

 

1











 

“Champittet Receivable” means the $8,600,000 in principal amount of intercompany debt recorded on the books of the Company, the $1,060,000 in principal amount of intercompany debt recorded on the books of the Company and the $6,908,160 in principal amount of intercompany debt recorded on the books of the Company, in each case owed to Premier Education Holdings Ltd.;

 

“Company’s Articles” means the articles of association adopted by special resolution of the Company on 25 February 2011;

 

“Completion” means the performance of all the obligations of the parties to this agreement set out in clause 4;

 

“Completion Board Minutes “ means minutes of a meeting of the board of directors of the Company in the agreed form;

 

“Completion Date” means the date of this agreement;

 

“Consideration Loan Notes” means the loan notes to be issued by the Purchaser in accordance with clause 3.2 of this agreement to each Loan Note Holder,  being identical in number, and carrying identical rights and obligations (including interest and principal), to the current Loan Notes held by that Loan Note Holder;

 

“Consideration Shares” means the shares issued by the Purchaser in accordance with clause 3.1 of this agreement to each Shareholder by the Purchaser in consideration for the acquisition of the Shares in the Company held by that Vendor;

 

“D Shareholders” means those persons detailed in part 4 schedule 1 being holders of D ordinary shares of $0.016281 in the capital of the Company (each a “D Shareholder”);

 

“Deferred Shareholders” means those persons detailed in part 7 schedule 1 of the Company being holders of Deferred Shares of $0.016281 in the capital of the Company (each an “Deferred Shareholder”);

 

“E Shareholders” means those persons detailed in part 5 schedule 1 being holders of E ordinary shares of $0.016281 in the capital of the Company (each an “E Shareholder”);

 

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

 

“F Shareholders” means those persons detailed in part 6 schedule 1 being holders of F ordinary shares of $0.016281 in the capital of the Company (each an “F Shareholder”);

 

“Investment Agreement” means the agreement dated 29 May 2009 between, amongst others, the Company and certain of the Vendors;

 

“Loan Notes” means all loan notes currently in issue by the Company being:

 

(a)                                           $90,044,716.16 fixed rate unsecured senior loan notes constituted by a deed dated 27 August 2008 as varied by a deed of variation dated on or around 29 August 2010 and as further varied by a deed of variation dated 31 August 2011;

 

2











 

(b)                                                         $102,992,603.09 fixed rate unsecured junior loan notes constituted by a deed dated 27 August 2008 as varied by a deed of variation dated on or around 29 August 2010 and as further varied by a deed of variation dated 31 August 2011;

 

(c)                                                          $1,537,727.43 in principal amount of fixed rate unsecured junior loan notes constituted by a deed dated 1 October 2009 as varied by a deed of variation dated 31 August 2011;

 

(d)                                                         $25,952,262.27 variable note unsecured senior loan notes constituted by a deed dated 14 January 2011 as varied by a deed of variation dated 31 August 2011;

 

(e)                                                          $29,684,041.66 variable rate unsecured junior loan notes constituted by a deed dated 14 January 2011 as varied by a deed of variation dated 31 August 2011;

 

(f)                                                           $251,230.48 fixed rate unsecured senior loan notes constituted by a deed dated 1 July 2011 as varied by a deed of  variation dated 31 August 2011;

 

(g)                                                          $287,358.02 fixed rate unsecured junior loan notes constituted by a deed dated 1 July 2011 as varied by a deed of variation dated 31 August 2011; and

 

(h)                                                         the amount of any loan notes (if any) issued in respect of accrued interest on any Loan Notes listed in clauses (a) through (g) of this definition;

 

“Loan Note Holders” means those persons detailed in part 9 of schedule 1 being holders of the Loan Notes;

 

“New Articles of Association” means the new articles of association of the Purchaser in the agreed form adopted before Completion;

 

“Preference Shareholders” means those persons detailed in part 8 of schedule 1 being holders of Preference Shares of $1.00 in the capital of the Company (each a “Preference Shareholder”);

 

“Shareholder” means a holder of Shares in the Company;

 

“Shares” means the shares comprising the issued share capital of the Company; and

 

“Taxes Act” means the Corporation Tax Act 2010.

 

1.2                               In this agreement where the context admits:

 

1.2.1                                             words and phrases which are defined or referred to in or for the purposes of the Companies Act 2006 have the same meanings in this agreement (unless otherwise expressly defined in this agreement);

 

1.2.2                                             sections 5, 6, 8 and 9 of and schedule 1 to the Interpretation Act 1978 apply to this agreement in the same way as they do to statutes;

 

1.2.3                                             reference to a statutory provision includes reference to:

 

1.2.3.1                                   any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

 

3











 

1.2.3.2                                   any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement except to the extent that any modification, amendment, consolidation, re-enactment or replacement made after the date of this agreement would increase the liability of any of the parties hereto;

 

1.2.4                                             reference to statutory obligations shall include obligations arising under Articles of the Treaty establishing the European Community and regulations and directives of the European Union as well as United Kingdom acts of Parliament and subordinate legislation;

 

1.2.5                                             reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

 

1.2.6                                             reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

 

1.2.7                                             reference to any party to this agreement comprising more than one person includes each person constituting that party;

 

1.2.8                                             reference to any gender includes the other genders;

 

1.2.9                                             reference to any professional firm or company includes any firm or company effectively succeeding to the whole, or substantially the whole, of its practice or business;

 

1.2.10                                      the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

 

1.2.11                                      general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

 

1.2.12                                      the index, headings and any descriptive notes are for ease of reference only and shall not affect the construction or interpretation of this agreement;

 

1.2.13                                      this agreement incorporates the schedules to it;

 

1.2.14                                      a person shall be deemed to be connected with another if that person is so connected within the meaning of section 1122 of the Taxes Act; and

 

1.2.15                                      the “agreed form” in relation to any document means the form agreed between the parties to this agreement and, for the purposes of identification only, initialled by or on behalf of the parties.

 

2.                                     SALE AND PURCHASE OF THE SHARES, LOAN NOTES AND CHAMPITTET RECEIVABLE

 

2.1                               Each Vendor shall sell such Shares and the Loan Notes, if any, as are held by that Vendor with full title guarantee and the Purchaser shall purchase such Shares and Loan Notes free from all Encumbrances and together with all rights of any nature which are now or which may

 

4











 

at any time become attached to them or accrue in respect of them including, in the case of the Shares, all dividends and distributions declared paid or made in respect of them on or after the Completion Date or, in the case of the Loan Notes, interest accrued up to but excluding the Completion Date. Interest accruing on the Loan Notes on or after the Completion Date shall be for the benefit of the Purchaser.

 

2.2                               The Vendors hereby waive any rights of pre-emption or other restriction on transfer in respect of the Shares and the Loan Notes or any of them conferred on them under the articles of association of the Company or otherwise and agree to procure before Completion the irrevocable waiver of any such right or restriction conferred on any other person.

 

2.3                               Premier Education Holdings Ltd shall assign to the Purchaser the benefit of the Champittet Receivable including any interest accrued in respect of the Champittet Receivable up to but excluding the Completion Date. Interest accruing on the Champittet Receivable  on or after the Completion Date shall be for the benefit of the Purchaser.

 

2.4                               The Vendors hereby agree that (a) none of the transactions contemplated under this agreement shall constitute an “Exit”, or give rise to an “Exit Date”, as such terms are defined in the articles of association of the Company, and (b) the receipt by any Vendor of the consideration payable by the Purchaser under this agreement shall not constitute (i) an “Investor Cash Flow”, or (ii) a payment in respect of any “Debt Instrument” or a distribution on, or a payment in redemption or repurchase, of any Preference Shares for purposes of calculating “Aggregate Value” pursuant to the articles of association of the Company, in each case, as such terms are defined in the articles of association of the Company.  The Vendors hereby acknowledge and agree that the foregoing shall be reflected in the articles of association of the Purchaser.

 

2.5                               The Purchaser and each of the Vendors who are at Completion parties to the Investment Agreement agree that from Completion they shall have the benefit of rights held by them under the Investment Agreement and be bound by the obligations imposed on them by the Investment Agreement (in each case to the extent that those rights and obligations subsist at Completion) as if the Investment Agreement had been entered into in respect of investment in the Purchaser and references to the “Company” in the Investment Agreement were, except when the context otherwise requires, references to the Purchaser.

 

3.                                      CONSIDERATION

 

3.1                               The consideration payable by the Purchaser to each Vendor who holds Shares for the purchase of those Shares shall be satisfied by the allotment by the Purchaser to that Vendor of the number of Consideration Shares in respect of the class(es) of Shares held by that Vendor set out below:

 

	
Name of shareholders
    	
 
    	
Number of shares to be allotted by the Purchaser
    
	
A Shareholders
    	
 
    	
To each A shareholder, the equivalent   number and class of shares (carrying the same rights and subject to the same   restrictions as set out in the Company’s Articles) as currently held by them   in the Company as reduced, in the case of Premier Education Holdings Ltd., to   reflect the existing A ordinary shares of $0.016281 of the Purchaser held by   that A Shareholder.
    
	
 
    	
 
    	
 
    
	
B Shareholders
    	
 
    	
To each B shareholder, the equivalent   number and class of 
    


 

5











 

	
Name of shareholders
    	
 
    	
Number of shares to be allotted by the Purchaser
    
	
 
    	
 
    	
shares (carrying the same rights and   subject to the same restrictions as set out in the Company’s Articles) as   currently held by them in the Company.
    
	
 
    	
 
    	
 
    
	
C Shareholders
    	
 
    	
To each C shareholder, the equivalent   number and class of shares (carrying the same rights and subject to the same   restrictions as set out in the Company’s Articles) as currently held by them   in the Company.
    
	
 
    	
 
    	
 
    
	
D Shareholders
    	
 
    	
To each D shareholder, the equivalent   number and class of shares (carrying the same rights and subject to the same   restrictions as set out in the Company’s Articles) as currently held by them   in the Company.
    
	
 
    	
 
    	
 
    
	
E Shareholders
    	
 
    	
To each E shareholder, the equivalent   number and class of shares (carrying the same rights and subject to the same   restrictions as set out in the Company’s Articles) as currently held by them   in the Company.
    
	
 
    	
 
    	
 
    
	
F Shareholders
    	
 
    	
To each F shareholder, the equivalent   number and class of shares (carrying the same rights and subject to the same   restrictions as set out in the Company’s Articles) as currently held by them   in the Company.
    
	
 
    	
 
    	
 
    
	
Deferred Shareholders
    	
 
    	
To each Deferred Shareholder, the   equivalent number and class of shares (carrying the same rights and subject   to the same restrictions as set out in the Company’s Articles) as currently   held by them in the Company.
    
	
 
    	
 
    	
 
    
	
Preference Shareholders
    	
 
    	
To each Preference Shareholder, the   equivalent number and class of shares (carrying the same rights and subject   to the same restrictions as set out in the Company’s Articles) as currently   held by them in the Company.
    


 

3.2                               The consideration payable by the Purchaser to each Vendor for the purchase of the Loan Notes held by that Vendor (including the purchase of the benefit of the accrued interest on the Loan Notes up to but excluding the Completion Date) shall be satisfied by the allotment to that Vendor of the Consideration Loan Notes and the assumption (pursuant to the Consideration Loan Notes) by the Purchaser of an obligation to that Vendor in respect of accrued but unpaid interest equivalent to the accrued interest on the Loan Notes up to, but excluding, the Completion Date.

 

3.3                               The consideration payable by the Purchaser to Premier Education Holdings Ltd. for the transfer of the Champittet Receivable shall be the assumption by the Purchaser to Premier Education Holdings Ltd. of an obligation in exactly the same amount and terms as the obligation owed to Premier Education Holdings Ltd. by the Company in respect of the Champittet Receivable at Completion (including any accrued interest on the Champittet Receivable up to but excluding the Completion Date).

 

6











 

4.                                      COMPLETION

 

4.1                               Completion shall take place on the Completion Date when each of the parties shall comply with the provisions of schedule 2.

 

4.2                               The Purchaser shall not be obliged to complete the purchase of the Shares, the Loan Notes or the Champittet Receivable as applicable under this agreement unless the Vendors comply fully with their obligations under schedule 2 and unless the purchase of all the Shares, Loan Notes and the Champittet Receivable is completed simultaneously.

 

5.                                      WARRANTIES

 

5.1                               Each Vendor warrants to the Purchaser that:

 

5.1.1                                             they have the right, power and authority and all necessary consents and authorisations to enter into and perform their obligations under this agreement;

 

5.1.2                                             they are the sole legal and beneficial owner of the Shares and/or Loan Notes to be transferred by them in accordance with this agreement; and

 

5.1.3                                             there is no Encumbrance affecting the Shares and/or Loan Notes be transferred by them in accordance with this agreement, nor any agreement to create any, and no person has claimed to be entitled to any of such things.

 

6.                                      FURTHER ASSURANCE AND ATTORNEY

 

6.1                               On and after Completion, the Vendors shall, at the request of the Purchaser, do and execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement (including, but not limited to, the entering into of an investment agreement in respect of the Purchaser in substantially similar form to the Investment Agreement).

 

6.2                               The Vendors each hereby irrevocably and unconditionally appoint the Purchaser and any director of the Purchaser for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that he may have in such regard) for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements (including any dividends) receivable which may at any time after Completion attach to or arise in respect of any of the Shares and receiving notices of and attending and voting at all meetings of the members of the Company (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things in relation to any of the Shares as the attorney may think fit, in each case from Completion to the day on which the Purchaser or its nominee is entered in the register of members as the holder of the Shares.  For such purpose, each Vendor hereby authorises and instructs the Company to send all notices in respect of the Shares to the Purchaser during such period and undertakes to ratify everything which the Purchaser (or its directors) shall lawfully do pursuant to this clause 6.2.

 

6.3                               The Vendors each hereby irrevocably and unconditionally appoint the Purchaser and any director of the Purchaser for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that he may have in such regard) for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements (including any interest) receivable which may at any time after Completion 

 

7











 

attach to or arise in respect of any of the Loan Notes and receiving notices of and attending and voting at all meetings of the Loan Note Holders (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things in relation to any of the Loan Notes as the attorney may think fit, in each case from Completion to the day on which the Purchaser or its nominee is entered in the relevant register of loan note holders as the holder of the relevant Loan Notes.  For such purpose, each Vendor hereby authorises and instructs the Company to send all notices in respect of the Loan Notes to the Purchaser during such period and undertakes to ratify everything which the Purchaser (or its directors) shall lawfully do pursuant to this clause 6.3.

 

7.                                      ANNOUNCEMENTS

 

No announcement, communication or circular concerning this agreement shall be made (whether before or after the Completion Date) by or on behalf of the parties hereto without the prior approval of the other or others (such approval not to be unreasonably withheld or delayed).

 

8.                                      COSTS

 

Each party shall bear its own costs and pay all legal, accountancy and other fees and expenses incurred by them in and incidental to the preparation and implementation of this agreement and of all other documents in the agreed form.

 

9.                                      SUCCESSORS AND ASSIGNMENT

 

9.1                               This agreement shall be binding on and endure for the benefit of each party’s successors and personal representatives but shall not be assignable except that:

 

9.1.1                                             the Purchaser may assign the whole or any part of the benefit of this agreement to any transferee of any shares in the capital of the Company; and

 

9.1.2                                             the Purchaser may assign its rights under this agreement to any company of which it is a subsidiary or of which it is a holding company.

 

9.2                               Except as otherwise expressly provided, all rights and benefits under this agreement are personal to the parties and may not be assigned at law or in equity without the prior written consent of each other party.

 

10.                               ENTIRE AGREEMENT

 

10.1                        This agreement (including the schedules to it) and any documents in the agreed form or referred to in this agreement (“Acquisition Documents”) constitutes the entire agreement between the parties with respect to the sale and purchase of the Shares, the Loan Notes and the Champittet Receivable.

 

10.2                        Except for any misrepresentation or breach of warranty which constitutes fraud or fraudulent misrepresentation:

 

10.2.1                                      the Acquisition Documents supersede and extinguish all previous agreements between the parties relating to the subject matter thereof and any representations and warranties previously given or made other than those contained in the Acquisition Documents;

 

8









 

10.2.2                                      each party acknowledges to the other (and shall execute the Acquisition Documents in reliance on such acknowledgement) that it has not been induced to enter into any such documents by nor relied on any representation or warranty other than the representations and/or warranties contained in such documents;

 

10.2.3                                      each party hereby irrevocably and unconditionally waives any right it may have to claim damages or to rescind this agreement or any of the other Acquisition Documents by reason of any misrepresentation, warranty and/or assurance not set forth in any such document.

 

10.3                        Each of the parties acknowledges and agrees for the purposes of the Misrepresentation Act 1967 and the Unfair Contract Terms Act 1977 that the provisions of this clause 10 are reasonable.

 

11.                               VARIATIONS

 

No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

 

12.                               WAIVER

 

No waiver by the Purchaser of any breach or non-fulfilment by the Vendors of any provisions of this agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise or delay in exercising any right or remedy under this agreement shall constitute a waiver thereof.  No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.  The rights and remedies of the Purchaser provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.

 

13.                               AGREEMENT CONTINUES IN FORCE

 

This agreement shall remain in full force and effect so far as concerns any matter remaining to be performed at Completion even though Completion shall have taken place.

 

14.                               SEVERABILITY

 

The invalidity, illegality or unenforceability of any provisions of this agreement shall not affect the continuation in force of the remainder of this agreement.

 

15.                               NOTICES

 

Any notice to be given pursuant to the terms of this agreement shall be given in writing to the party due to receive such notice at (in the case of a company) its registered office from time to time or (in the case of an individual) at his address set out in this agreement or such other address as may have been notified to the other parties in accordance with this clause 15.  Notice shall be delivered personally or sent by first class prepaid recorded delivery or registered post (airmail if overseas) or by facsimile transmission and shall be deemed to be given in the case of delivery personally on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail) and in the case of facsimile transmission on completion of the transmission provided that the sender shall have received printed confirmation of transmission.

 

9











 

16.                               COUNTERPARTS

 

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

 

17.                               THIRD PARTY RIGHTS

 

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

 

18.                               GOVERNING LAW AND JURISDICTION

 

18.1                        This agreement shall be governed by and construed in accordance with the laws of England.

 

18.2                        The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

 

10











 

SCHEDULE 1:  VENDORS

 

Part 1:  A Shareholders

 

	
Name
    	
 
    	
Address
    
	
Premier Education Holdings Ltd.
    	
 
    	
Ugland House 
   South Church Street 
   George Town 
   Grand Cayman 
   KY1-1104 
   Cayman Islands
    


 

Part 2:  B Shareholders

 

	
Name
    	
 
    	
Address
    
	
Andrew Fitzmaurice
    	
 
    	
96 Maplewood Road
   Woodhouse Eaves
   Loughborough
   Leicestershire LE12 8RA
    


 

Part 3:  C Shareholders

 

	
Name
    	
 
    	
Address
    
	
Alan Kelsey
    	
 
    	
Flat 4
   86/89 Piccadilly
   London
   W1J 7NE
    


 

Part 4:  D Shareholders

 

	
Name
    	
 
    	
Address
    
	
David Smith
    	
 
    	
5 Dann Place
   Wilford Village
   Nottingham
   NG11 7FA
    
	
 
    	
 
    	
 
    
	
Barclays Wealth Trustees (Guernsey) Ltd (as   trustee of the Nord Anglia Education Plc EBT)
    	
 
    	
PO Box 671
   Regency Court
   Glategny Esplanade
   St Peter Port
   Guernsey GY1 3ST
    


 

11











 

Part 5:  E Shareholders

 

	
Name
    	
 
    	
Address
    
	
Andrew Fitzmaurice
    	
 
    	
96 Maplewood Road 
   Woodhouse Eaves 
   Loughborough 
   Leicestershire LE12 8RA
    
	
 
    	
 
    	
 
    
	
Alan Kelsey
    	
 
    	
Flat 4 
   86/89 Piccadilly 
   London 
   W1J 7NE
    
	
 
    	
 
    	
 
    
	
Peter Burdon
    	
 
    	
40 Firs Road    
   Edwalton 
   Nottingham 
   NG12 4BX
    
	
 
    	
 
    	
 
    
	
Jian Tang
    	
 
    	
Suite 303 
   Building 9R 
   Shanghai Racquet Club 
   Lane 555 
   Jing Feng Road 
   Hua Cao Town 
   Shanghai 
   201107 
   China
    
	
 
    	
 
    	
 
    
	
Philippe Lagger
    	
 
    	
26A
   12, Tregunter Path
   Mid Levels
   Hong Kong
    
	
 
    	
 
    	
 
    
	
Sarah Sutton
    	
 
    	
17 Goadby Road 
   Walham on the Wolds 
   Melton Mowbray 
   Leicestershire
    
	
 
    	
 
    	
 
    
	
David Singleton
    	
 
    	
16 Belgrave Crescent 
   Horwich 
   Bolton 
   BL6 6DG
    
	
 
    	
 
    	
 
    
	
Terry Creissen
    	
 
    	
11 The Hampton
   Sub-lane 4
   Lane 1168
   Xiuyan Road
   Shanghai
   201315
   China
    
	
 
    	
 
    	
 
    
	
Barclays Wealth Trustees (Guernsey) Ltd (as   
    	
 
    	
PO Box 671


    


 

12











 

	
Name
    	
 
    	
Address
    
	
trustee of the Nord Anglia Education Plc   EBT)
    	
 
    	
Regency Court
   Glategny Esplanade
   St Peter Port
   Guernsey GY1 3ST
    
	
 
    	
 
    	
 
    
	
Kevin Foyle
    	
 
    	
No 65 Long Beach Garden   Villas 
   Lane 2655 
   East Ying Gang Road 
   Xuing Town 
   Qing Pu District 
   Shanghai 
   201702 
   China
    
	
 
    	
 
    	
 
    
	
Barbara Hollingworth
    	
 
    	
Tudor Chase 
   2 Epsom Close 
   Bamford 
   Rochdale  
   OL11 5SQ
    
	
 
    	
 
    	
 
    
	
Alison Adie
    	
 
    	
12 Sandringham Drive 
   Bramcote 
   Nottingham 
   N48 3ED
    
	
 
    	
 
    	
 
    
	
Wendy Ellis
    	
 
    	
c/o The British   International School 
   Peknikova 6 
   84102 
   Bratislava 
   Slovakia
    
	
 
    	
 
    	
 
    
	
Ian Johnson
    	
 
    	
31 Westwood Green
   Lane 500 Xingle Road
   Huacao Town
   Minhang District
   Shanghai
   201107
   China
    
	
 
    	
 
    	
 
    
	
Roland Lomenech
    	
 
    	
31 chemin de la Valleyre
   1052 Le Mont-sur-Lausanne
   Switzerland
    
	
 
    	
 
    	
 
    
	
Lesley-Ann Wallace
    	
 
    	
Villa 5065,

Mangrove Village,

Abu Dhabi,

UAE
    
	
 
    	
 
    	
 
    
	
Graeme Halder
    	
 
    	
23rd Floor, Queen’s Garden
   No.9 Old Peak Road
   Hong Kong
    


 

13











 

	
Name
    	
 
    	
Address
    
	
Jonathan Wynne
    	
 
    	
4   rue des asters
   1202 Geneva
   Switzerland
    
	
 
    	
 
    	
 
    
	
Deborah Eyre
    	
 
    	
59   Linkside Avenue
   Oxford
   OX2 8JE
    
	
 
    	
 
    	
 
    
	
Hannah Ives
    	
 
    	
28 Kenwood Road 
   Stretford 
   Manchester 
   M32 8PT
    
	
 
    	
 
    	
 
    
	
Mike Embley
    	
 
    	
House 1051 
   Le Lehman Lake Villas 
   HouShaYu Town 
   Shunyi District 
   Beijing 101300 
   China
    
	
 
    	
 
    	
 
    
	
Johnny Dowd
    	
 
    	
17 Crown Way 
   Aldercar 
   Derbyshire 
   NG16 4GU
    
	
 
    	
 
    	
 
    
	
Jane Thompson
    	
 
    	
Gryumolcs utca 12 
   Nagykovacsi 2094 
   Budapest 
   Hungary
    
	
 
    	
 
    	
 
    
	
Ping Zhang
    	
 
    	
Suite 303 
   Building 9R 
   Shanghai Racquet Club 
   Lane 555 
   Jing Feng Road 
   Hua Cao Town 
   Shanghai 
   201107 
   China
    
	
 
    	
 
    	
 
    
	
David Rowsell
    	
 
    	
Polska 46 
   Vinohrady 
   12000 
   Prague 2 
   Czech Republic
    
	
 
    	
 
    	
 
    
	
David Cooke
    	
 
    	
450 Nuthall Road 
   Aspley  
   Nottingham 
   NG8 5DQ
    


 

14











 

	
Name
    	
 
    	
Address
    
	
Mark Logan
    	
 
    	
Leycroft 
   Upper Houses 
   Bulmer 
   Sudbury 
   CO10 7ET
    
	
 
    	
 
    	
 
    
	
Khalifa Ashmed Saed Muhsen Al Houqani
    	
 
    	
P O Box 1901 
   Al Ain 
   UAE
    


 

Part 6:  F Shareholders

 

	
Name
    	
 
    	
Address
    
	
Parthenon Group LLC
    	
 
    	
200 State Street
   Boston
   Massachusetts
   02109
   USA
    


 

Part 7:  Deferred Shareholders

 

	
Name
    	
 
    	
Address
    
	
Premier Education Holdings Ltd.
    	
 
    	
Ugland House
   South Church Street
   George Town
   Grand Cayman
   KY1-1104
   Cayman Islands
    


 

Part 8:  Preference Shareholders

 

	
Name
    	
 
    	
Address
    
	
Premier Education Holdings Ltd.
    	
 
    	
Ugland House
   South Church Street
   George Town
   Grand Cayman
   KY1-1104
   Cayman Islands
    


 

15











 

Part 9:  Loan Note Holders

 

	
Name
    	
 
    	
Address
    
	
Premier Education Holdings Ltd.
    	
 
    	
Ugland House
   South Church Street
   George Town
   Grand Cayman
   KY1-1104
   Cayman Islands
    
	
 
    	
 
    	
 
    
	
Parthenon Group LLC
    	
 
    	
200 State Street
   Boston
   Massachusetts
   02109
   USA
    
	
 
    	
 
    	
 
    
	
Andrew Fitzmaurice
    	
 
    	
96 Maplewood Road 
   Woodhouse Eaves 
   Loughborough 
   Leicestershire LE12 8RA
    
	
 
    	
 
    	
 
    
	
Alan Kelsey
    	
 
    	
Flat 4 
   86/89 Piccadilly 
   London 
   W1J 7NE
    
	
 
    	
 
    	
 
    
	
David Smith
    	
 
    	
5 Dann Place
   Wilford Village
   Nottingham
   NG11 7FA
    
	
 
    	
 
    	
 
    
	
Peter Burdon
    	
 
    	
40 Firs Road    
   Edwalton 
   Nottingham 
   NG12 4BX
    
	
 
    	
 
    	
 
    
	
Jian Tang
    	
 
    	
Suite 303 
   Building 9R 
   Shanghai Racquet Club 
   Lane 555 
   Jing Feng Road 
   Hua Cao Town 
   Shanghai 
   201107 
   China

 
    
	
 
    	
 
    	
 
    
	
Philippe Lagger
    	
 
    	
26A
   12, Tregunter Path
   Mid Levels
   Hong Kong
    
	
 
    	
 
    	
 
    
	
Barclays Wealth Trustees (Guernsey) Ltd (as   
    	
 
    	
PO Box 671


    


 

16











 

	
Name
    	
 
    	
Address
    
	
trustee of the Nord Anglia Education Plc   EBT)
    	
 
    	
Regency Court
   Glategny Esplanade
   St Peter Port
   Guernsey GY1 3ST
    
	
 
    	
 
    	
 
    
	
Graeme Halder
    	
 
    	
23rd Floor, Queen’s Garden

No.9 Old Peak Road

Hong Kong

 
    


 

17











 

SCHEDULE 2:  COMPLETION OBLIGATIONS

 

1.                                      The Vendors shall deliver or procure to be delivered to the Purchaser:

 

1.1                               duly executed transfers of the Shares in favour of the Purchaser together with evidence to the Purchaser’s satisfaction of the authority of any person signing on  behalf of the Vendors;

 

1.2                               the relevant share certificates (or an express indemnity in a form satisfactory to the Purchaser in the event of any found to be missing) in respect of the Shares;

 

1.3                               (where applicable) duly executed joint elections (in the form approved by HM Revenue and Customs) pursuant to section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 in respect of the Consideration Shares;

 

1.4                               duly executed transfers of the Loan Notes in favour of the Purchaser together with evidence to the Purchaser’s satisfaction of the authority of any person signing on  behalf of the Vendors;

 

1.5                              the relevant loan note certificates (or an express indemnity in a form satisfactory to the Purchaser in the event of any found to be missing) in respect of the Loan Notes;

 

1.6                               (where applicable), duly executed joint elections (in the form approved by HM Revenue and Customs) pursuant to section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 in respect of the Consideration Loan Notes;

 

1.7                               such waivers, consents or other documents as the Purchaser may require to enable the full legal and beneficial ownership of the Shares, Loan Notes and the Champittet Receivable to vest in the Purchaser; and

 

1.8                               such other documents and things as the Purchaser may properly and reasonably request to implement this transaction.

 

2.                                      Nord Anglia Education, Inc. shall procure that a meeting of the board of directors of the Company is convened and held at which resolutions in the form set out in the Completion Board Minutes are duly passed.

 

3.                                      The Purchaser shall:

 

3.1                               allot and issue to the Vendors the Consideration Shares and deliver as soon as reasonably practicable (and in any event within 28 days of Completion) certificates in respect of such shares to the Vendors;

 

3.2                               issue to the Vendors the Consideration Loan Notes and deliver as soon as reasonably practicable (and in any event within 28 days of Completion) certificates in respect of such loan notes to the Vendors; and

 

3.3                               assume an obligation to Premier Education Holdings Ltd. in accordance with clause 3.3 of this agreement.

 

18













	
  

  	
  Executed as a deed, but not delivered until the  )  first date specified on page 1, by NORD  )  ANGLIA EDUCATION, INC. an exempted  )  company incorporated in
  the CAYMAN  )  ISLANDS, by a person who, in accordance  with the law of that
  territory, is acting under  the authority of the
  company in the presence of  a witness:  Signature /s/ Jack Hennessy Name (block capitals) JACK HENNESSY Authorised
  signatory  Witness signature /s/ Nicholas
  Macksey Witness name NICHOLAS
  MACKSEY (block capitals) Witness address 2 BATTERY ROAD #23 - 01 MAYBANK TOWER SINGAPORE 049907 Executed as a deed by PREMIER  )  EDUCATION (UK) HOLDCO LIMITED  )  acting by a director in the presence of:  )  )  Signature /s/ Jack Hennessy Name (block capitals) JACK HENNESSY Director  Witness signature /s/ Nicholas Macksey Witness name NICHOLAS
  MACKSEY (block capitals) Witness address 2 BATTERY ROAD #23 - 01 MAYBANK TOWER SINGAPORE 049907 19

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  ANDREW FITZMAURICE acting by his ) attorney in the presence of: ) Signature
  /s/ [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT
  S. HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ) ALAN KELSEY acting by his
  attorney in the ) presence of: ) Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by ) DAVID SMITH acting by his attorney in the )
  presence of: ) Signature /s/ [illegible] Witness signature /s/ Robert S.
  Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA
  PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 20 

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  PETER BURDON acting by his attorney in ) the presence of: ) Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by JIAN TANG ) acting by her
  attorney in the presence of: ) ) Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by ) PHILIPPE LAGGER acting by his attorney ) in the
  presence of: ) Signature /s/ [illegible] Witness signature /s/ Robert S.
  Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA
  PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 21

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  SARAH SUTTON acting by her attorney in ) the presence of: ) Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ) DAVID SINGLETON acting by
  his attorney ) in the presence of: ) Signature /s/ [illegible] Witness
  signature /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block
  capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA
  SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the )
  first date specified on page 1, by ) TERRY CREISSEN acting by his attorney in
  ) the presence of: ) Signature /s/ [illegible] Witness signature /s/ Robert
  S. Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address
  DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 22

  






 















	
  

  	
  Executed as a
  deed, but not delivered until the ) first date specified on page 1, by
  BARCLAYS ) WEALTH TRUSTEES (GUERNSEY) LTD ) (AS TRUSTEE OF THE NORD ANGLIA )
  EDUCATION PLC EBT) acting by a duly ) authorised signatory in the presence
  of: Signature /s/ Elaine Graham /s/ Alison Parkes Name (block capitals)
  ELAINE GRAHAM ALISON PARKES Authorised signatory for and on behalf of
  Barclays Wealth Trustees (Guernsey) Ltd (as Trustee of the Nord Anglia
  Education Plc EBT) Witness signature /s/ Kelly Hainsworth Witness name KELLY
  HAINSWORTH (block capitals)  Witness
  address REGENCY COURT GLATEGNY ESPLANADE ST PETER PORT GUERNSEY, GY1 3ST
  Signed as a deed, but not delivered until the ) first date specified on page
  1, by ) KEVIN FOYLE acting by his attorney in the ) presence of: Signature
  /s/ [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT
  S. HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 23

  






 















	
  

  	
  Executed as a
  deed, but not delivered until the ) first date specified on page 1, by
  BARCLAYS ) WEALTH TRUSTEES (GUERNSEY) LTD ) (AS TRUSTEE OF THE NORD ANGLIA )
  EDUCATION PLC EBT) acting by a duly ) authorised signatory in the presence
  of: Signature Name (block capitals) Authorised signatory for and on behalf of
  Barclays Wealth Trustees (Guernsey) Ltd (as Trustee of the Nord Anglia
  Education Plc EBT) Witness signature Witness name (block capitals)  Witness address Signed as a deed, but not
  delivered until the ) first date specified on page 1, by ) KEVIN FOYLE acting
  by his attorney in the ) presence of: Signature /s/ Robert S. Hallmark
  Witness signature /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK
  (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE
  VICTORIA SQUARE BIRMINGHAM B2 4DL 23

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  BARBARA HOLLINGWORTH acting by ) her attorney in the presence of: ) Signature
  /s/ [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT
  S. HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ) ALISON ADIE acting by her
  attorney in the ) presence of: Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by ) WENDY ELLIS acting by her attorney in the )
  presence of: Signature /s/ [illegible] Witness signature /s/ Robert S.
  Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA
  PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 24

  






 


 












	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by IAN )
  JOHNSON acting by her attorney in the ) presence of: Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ROLAND ) LOMENECH acting by
  her attorney in the ) presence of: Signature /s/ [illegible] Witness
  signature /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block
  capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA
  SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the )
  first date specified on page 1, by LESLEY- ) ANN WALLACE acting by her
  attorney in the ) presence of: Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL 25

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by GRAEME
  ) HALDER acting by her attorney in the ) presence of: Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by JONATHAN ) WYNNE acting by her
  attorney in the ) presence of: Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by DEBORAH ) EYRE acting by her attorney in the )
  presence of: Signature /s/ [illegible] Witness signature /s/ Robert S.
  Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA
  PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 26

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  HANNAH IVES acting by her attorney in the ) presence of: Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ) MIKE EMBLEY acting by his
  attorney in the ) presence of: Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by ) JOHNNY DOWD acting by his attorney in the )
  presence of: Signature /s/ [illegible] Witness signature /s/ Robert S.
  Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA
  PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 27

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by ) JANE
  THOMPSON acting by her attorney in the ) presence of: Signature /s/ [illegible]
  Witness signature /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK
  (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE
  VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered until
  the ) first date specified on page 1, by ) PING ZHANG acting by his attorney
  in the ) presence of: Signature /s/ [illegible] Witness signature /s/ Robert
  S. Hallmark Witness name ROBERT S. HALLMARK (block capitals) Witness address
  DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL
  Signed as a deed, but not delivered until the ) first date specified on page
  1, by ) DAVID ROWSELL acting by his attorney in the ) presence of: Signature
  /s/ [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT
  S. HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL 28

  






 















	
  

  	
  Signed as a
  deed, but not delivered until the ) first date specified on page 1, by )
  DAVID COOKE acting by his attorney in the ) presence of: Signature /s/
  [illegible] Witness signature /s/ Robert S. Hallmark Witness name ROBERT S.
  HALLMARK (block capitals) Witness address DLA PIPER UK LLP VICTORIA SQUARE
  HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Signed as a deed, but not delivered
  until the ) first date specified on page 1, by ) MARK LOGAN acting by his
  attorney in the ) presence of: Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL Signed as a deed, but not delivered until the ) first date
  specified on page 1, by KHALIFA ) ASHMED SAED MUHSEN AL HOUQANI ) acting by
  his attorney in the presence of: ) Signature /s/ [illegible] Witness signature
  /s/ Robert S. Hallmark Witness name ROBERT S. HALLMARK (block capitals)
  Witness address DLA PIPER UK LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE
  BIRMINGHAM B2 4DL 29

  






 















	
  

  	
  Executed as a
  deed, but not delivered until the ) first date specified on page 1, on behalf
  of ) PARTHENON GROUP LLC, a company ) incorporated in the UNITED STATES OF )
  AMERICA, by its attorney in the presence of ) a witness: ) ) ) Signature /s/
  [illegible] Authorised signatory Witness signature /s/ Robert S. Hallmark
  Witness name ROBERT S. HALLMARK (block capitals) Witness address DLA PIPER UK
  LLP VICTORIA SQUARE HOUSE VICTORIA SQUARE BIRMINGHAM B2 4DL Executed as a
  deed, but not delivered until the first date specified on page 1, on behalf
  of PREMIER EDUCATION HOLDINGS LTD. an exempted company incorporated in the
  CAYMAN ISLANDS, by a person who, in accordance with the law of that
  territory, is acting under the authority of the company in the presence of a
  witness: Signature Authorised signatory Witness signature Witness name (block
  capitals) Witness address 

  






 















	
  

  	
  Executed as a
  deed, but not delivered until the ) first date specified on page 1, on behalf
  of ) PARTHENON GROUP LLC, a company ) incorporated in the UNITED STATES OF )
  AMERICA, by its attorney in the presence of ) a witness: ) ) ) Signature
  Authorised signatory Witness signature Witness name (block capitals) Witness
  address Executed as a deed, but not delivered until the first date specified
  on page 1, on behalf of PREMIER EDUCATION HOLDINGS LTD. an exempted company
  incorporated in the CAYMAN ISLANDS, by a person who, in accordance with the
  law of that territory, is acting under the authority of the company in the
  presence of a witness: Signature /s/ [illegible] Authorised signatory Witness
  signature /s/ Nicholas Macksey Witness name NICHOLAS MACKSEY (block capitals)
  Witness address 2 BATTERY ROAD #23-01 MAYBANK TOWER SINGAPORE 049907 30