Exhibit 4(h)


 


 






 


SHARE PLEDGE AGREEMENT 


 


Dated as of March 31, 2015 


 


By and Among 


 


DEVRY EDUCACIONAL DO BRASIL S.A.


as the Grantor


 


And


 


BANK OF AMERICA, N.A., 


as Administrative Agent


  


And


 


CERTAIN SUBSIDIARIES OF DEVRY EDUCACIONAL
DO BRASIL S.A. IDENTIFIED HEREIN


as intervening parties


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I  DEFINITION OF TERMS	2
	Section 1.1	Defined Terms	2
	 	 
	ARTICLE II  COLLATERAL; SECURED OBLIGATIONS	3
	Section 2.1.	Pledged Stock	3
	Section 2.2.	Registration of Pledge	4
	 	 
	ARTICLE III  REPRESENTATIONS AND WARRANTIES	5
	 	 
	ARTICLE IV  COVENANTS	6
	 	 
	ARTICLE V  VOTING RIGHTS AND DIVIDENDS	7
	 	 
	ARTICLE VI  GRANTORS INDEMNIFICATION	7
	 	 
	ARTICLE VII  FORECLOSURE AND COLLECTION	8
	 	 
	ARTICLE VIII  CONTINUING AGREEMENT	8
	 	 
	ARTICLE IX  EXERCISE OF RIGHTS AND JUDICIAL REMEDIES	9
	 	 
	ARTICLE X  MISCELANEOUS	9
	Section 10.1	Cumulative Rights	9
	Section 10.2	Other Security Interests	9
	Section 10.3	Notice and Communications	9
	Section 10.4	Waivers and Amendments	10
	Section 10.5	Severability	10
	Section 10.6	Entire Agreement; Successors and Assigns	11
	Section 10.7	Governing Law; Jurisdiction	11
	Section 10.8	Specific Performance	11
	Section 10.9	Assignment	11
	Section 10.10	Effectiveness	11
	 	 	 
	Exhibit I	-	Secured Obligations	 
	Exhibit II	-	Pledged Stock	 
	Exhibit III	-	Form of Power of Attorney	 


 




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SHARE PLEDGE AGREEMENT


 


THIS SHARE PLEDGE AGREEMENT
(as the same may be amended or modified from time to time, this “Agreement”) is dated as of March 31, 2015,
entered into by and among DeVry Educacional do Brasil S.A., a corporation duly incorporated under the laws of the Republic Federative
of Brazil (“Brazil”), headquartered at Rua Antônio Gomes Guimarães, 150, CEP 60191-195, city of
Fortaleza, State of Ceará, Brazil, enrolled with the Brazilian National Corporate Taxpayers’ Registry of the Ministry
of Finance (“CNPJ/MF”) under No. 43.999.630/0001-24, herein duly represented in accordance with its constituting
documents (“Grantor”) and Bank of America, N.A., a national banking association organized under the laws of
the United States of America, having its registered office at 100 North Tryon Street, Charlotte, North Carolina 28255, United States
of America, in its capacity as administrative agent for the benefit of the Secured Parties, herein duly represented in accordance
with its constituting documents (“Administrative Agent”) and, as intervening parties, Damásio Educacional
S.A., a corporation duly incorporated under the laws of Brazil, headquartered at Rua da Glória, 195, sala 14-A, Liberdade,
CEP 01510-001, City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. 07.912.676/0001-09, herein
duly represented in accordance with its constituting documents, Sociedade de Educação do Vale Ipojuca S.A., a corporation
duly incorporated under the laws of Brazil, headquartered at Avenida Adjar da Silva Case, no 800, Indianópolis, City
of Caruaru, State of Pernambuco, CEP 55024-740, enrolled with the CNPJ/MF under No. 02.738.361/0001-65, herein duly represented
in accordance with its constituting documents, and FBV - Faculdade Boa Viagem S.A., a corporation duly incorporated under the laws
of Brazil, headquartered at Rua Jean Emile Favre, 422, Bairro da Imbiribeira, CEP 51200-060, City of Recife, State of Pernambuco,
enrolled with the CNPJ/MF under No. 11.405.837/0001-37, herein duly represented in accordance with its constituting documents (together,
the “Companies”).


 


RECITALS:


 


A.           Pursuant
to the terms of that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, superseded or otherwise modified
from time to time, the “Credit Agreement”) among the DeVry Education Group, Inc., a Delaware corporation (“DeVry”),
certain subsidiaries of DeVry party thereto (together with DeVry, the “Obligors”), Bank of America, N.A., as
administrative agent, swing line lender and letter of credit issuer, and the banks and other lenders or institutions from time
to time party thereto (the “Banks”), the Banks are extending credit to the Obligors on the terms provided therein.


 


B.           As
a condition to the extension of financial accommodations to be given under the Credit Agreement by the Banks, the Grantor shall
grant the security interest contemplated by this Agreement.


 


C.           The
Grantor is the legal owner of all shares of the Companies, representing one hundred percent (100%) of the Companies’ capital
stock, together with all the rights and liabilities inherent to them (the “Shares”).


 


D.           The
Grantor has agreed to pledge all current and future equity interest held by it in the Companies to secure the prompt and punctual
payment of all obligations of GEN related to the Credit Agreement and certain specified swap contracts and specified cash management
agreements and which are, for the purposes of the provisions of Article 1,424 of Law 10,406, of January 10, 2002, as amended (“Brazilian
Civil Code”), summarized in Exhibit I attached hereto (such obligations being hereinafter referred to as “Secured
Obligations”).


 


E.           The
Grantor has determined that the execution and delivery of this Agreement is in furtherance of its corporate purposes and in its
best interest and that it will derive substantial benefit, whether directly or indirectly, from the execution of this Agreement,
having regard for all relevant facts and circumstances.


 




     


     


    

 


NOW, THEREFORE,
in consideration of the premises and for the purpose of inducing the extension of financial accommodations by the Banks pursuant
to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto do hereby covenant and agree as follows:


  


ARTICLE I



DEFINITION OF TERMS


 


Section 1.1           Defined
Terms. As used in this Agreement, capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to such terms in the Credit Agreement. All the terms defined in this Agreement shall have the same meaning whenever used in any
other certificate or document delivered or prepared in relation to this Agreement, except if otherwise provided for in such certificate
or document. The following terms have the meanings indicated below, all such definitions to be equally applicable to singular and
plural forms of the terms defined:


 


“Additional
Shares” has the meaning ascribed to that term in Section 2.1(b).


 


“Administrative
Agent” has the meaning assigned thereto in the introductory paragraph hereto.


 


“Agreement”
has the meaning ascribed to that term in the introductory paragraph hereto.


 


“Banks”
has the meaning ascribed to that term in recitals hereto.


 


“Brazil”
has the meaning ascribed to that term in the introductory paragraph hereto.


 


“Brazilian
Civil Code” has the meaning ascribed to that term in the recitals hereto.


 


“Brazilian
Code of Civil Procedure” has the meaning ascribed to that term in Section 10.8 hereto.


 


“Brazilian
Corporations Laws” has the meaning ascribed to that term in Section 2.1(a) hereto.


 


“Companies”
has the meaning ascribed to that term in the introductory paragraph hereto.


 


“Credit
Agreement” has the meaning ascribed to that term in recitals hereto.


 


“CNPJ/MF”
has the meaning ascribed to that term in the introductory paragraph hereto.


 


“DeVry”
has the meaning ascribed to that term in the recitals hereto.


 


“Enforcement
Event” has the meaning ascribed to that term in Section 4(a) hereto.


 


“Financing
Agreements” means the Loan Documents, any Specified Swap Contract and any Specified Cash Management Agreement.


 




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“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) and any entity exercising executive, legislative, judicial, regulatory or administrative authority
of a government.


 


“Grantor”
has the meaning assigned to that term in the introductory paragraph hereto.


 


“GEN”
means Global Education International BV a besloten vennootschap met bekerpte aansprakelijk incorporated under the laws of
the Netherlands.


 


“Indemnified
Liabilities” has the meaning ascribed to that term in Article VI hereto.


 


“Indemnified
Person” has the meaning ascribed to that term in Article VI hereto.


 


“Loan
Documents” means the Credit Agreement, each Note, each Issuer Document, the Engagement Letter, the US Guaranty, each
Offshore Guaranty, each Designated Borrower Joinder Agreement, the Pledge Documents and any documents executed pursuant to Section
7.14 of the Credit Agreement.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Obligors”
has the meaning ascribed to that term in recitals hereto.


 


“Permitted
Liens” means Liens permitted under Sections 7.1 of the Credit Agreement, as applicable, and as if it was in regard
and suitable to the Grantor or the Company.


 


“Persons”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Pledged
Stock” has the meaning ascribed to that term in Section 2.1(b).


 


“Secured
Obligations” has the meaning ascribed to that in the recitals hereto.


 


“Secured
Parties” means the holders, from time to time, of the Secured Obligations.


 


“Shares”
has the meaning ascribed to that in the recitals hereto.


  


ARTICLE II



COLLATERAL; SECURED OBLIGATIONS


 


Section 2.1.          Pledged
Stock; Secured Obligations.


 


(a)          To
secure the prompt payment and performance in full when due (whether by lapse of time, acceleration or otherwise) of the Secured
Obligations in accordance with Article 1,431 et seq. (including Article 1,451 et seq.)
of the Brazilian Civil Code and, also Article 39 et seq. of Law No. 6,404 of December 15, 1976, as amended
(the “Brazilian Corporations Laws”), the Grantor hereby pledges the Shares to the Administrative Agent, for
the ratable benefit of the Secured Parties. For purposes of the provisions of Article 1,424 of the Brazilian Civil Code, the Secured
Obligations are duly described and characterized in Exhibit I attached hereto.


 




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(b)          In
addition, in the event of acquisition or subscription by the Grantor, by virtue of conversions or exchanges, of any additional
shares, or the issuance by the Companies of any options or rights of any nature in favor of the Grantor while this Agreement is
in force, the Grantor agrees to immediately pledge to the Administrative Agent, for the ratable benefit of the Secured Parties,
all such additional shares, options and rights (the “Additional Shares” and, jointly with the Shares, the “Pledged
Stock”), so that the Pledged Stock are equal to 100% of the capital stock of the Companies. The pledge on such Additional
Shares shall be perfected at the Grantor’s expenses by means of the execution of amendments to this Agreement, which shall
be (i) duly signed by all the parties hereto; and (ii) duly registered in accordance with Section 2.2 below. The pledge over Additional
Shares shall be fully and automatically governed by the terms and conditions set forth in this Agreement.


 


(c)          The
parties agree and acknowledge that Secured Obligations include all pecuniary obligations in any currency currently due or which
may become due or may be incurred in the future by GEN under the Financing Agreements, either in relation to principal, interest,
fees, costs, expenses of other amounts (including interest on late payment and any other amounts levied after maturity or any amounts
that may be levied after the filing of any bankruptcy proceeding or the commencement or continuance of any insolvency or reorganization
proceeding in respect of Grantor and/or Companies, irrespective of such amounts being permitted, payable or accrued to the Secured
Parties in any case) which may be due under any of the documents or instruments evidencing or relating, required or advisable to
the existence, validity, collection or enforcement of any Secured Obligation.


  


Section 2.2.          Registration
of Pledge.


 


(a)          The
Grantor undertakes to (i) promptly upon the execution of this Agreement provide to the Administrative Agent a certified copy of
each page of the Share Registry Book (Livro de Registro de Ações Nominativas) of the Companies evidencing
the registration of pledge granted hereunder, no later than two (2) business days as from the date hereof; and (ii) promptly file
this Agreement together with a translation hereof into Portuguese prepared by a sworn translator for registration with the competent
Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) and provide to the Administrative
Agent, no later than twenty (20) days as from the date hereof, evidence of such registration. For the avoidance of doubt, the following
provision shall be inserted in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Companies:
“AS AÇÕES EMITIDAS PELA [·] (“COMPANHIA”),
CORRESPONDENTES A [·] ([·]) DE
AÇÕES, DETIDAS, NA PRESENTE DATA, POR DEVRY EDUCACIONAL DO BRASIL S.A., ASSIM COMO TODOS OS FRUTOS E RENDIMENTOS
RELACIONADOS A TAIS AÇÕES A SEREM RECEBIDOS OU DE OUTRA FORMA ENTREGUES PELA COMPANHIA, FORAM EMPENHADOS, EM PRIMEIRO
GRAU, EM FAVOR DAS PARTES GARANTIDAS, REPRESENTADAS PELO AGENTE ADMINISTRATIVO, NOS TERMOS DO CONTRATO DE PENHOR DE AÇÕES
DATADO DE 31 DE MARÇO DE 2015 CELEBRADO ENTRE DEVRY EDUCACIONAL DO BRASIL S.A., BANK OF AMRICA N.A., DAMASIO EDUCACIONAL
S.A., SOCIEDADE DE EDUCAÇÃO DE VALE IPOJUCA S.A. E FBV FACULDADE BOA VIAGEM S.A., O AGENTE DE GARANTIA (“CONTRATO
DE PENHOR DE AÇÕES”). AS AÇÕES EMPENHADAS MENCIONADAS ACIMA NÃO PODERÃO SER
VENDIDAS, CEDIDAS, ALIENADAS, GRAVADAS OU ONERADAS SEM O PRÉVIO E EXPRESSO CONSENTIMENTO POR ESCRITO DAS PARTES GARANTIDAS,
REPRESENTADAS PELO AGENTE ADMINISTRATIVO”.


 




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(b)          The
obligations set forth in Section 2.2(a) above shall apply to the same extent described therein to any and all amendments executed
pursuant to Section 2.1(b) and/or to the release procedure set forth in Article VIII below.


 


(c)          All
costs and expenses incurred as a result of the registrations mentioned in this Article shall be exclusively borne by the Grantor.


 


(d)          Without
prejudice to the obligations of the Grantor above in connection with the obligation referred to in Section 2.2(a)(ii), the Grantor
hereby expressly and irrevocably grants to the Administrative Agent special powers to act on their behalf specifically to proceed
with the registration of this Agreement with the competent Registry of Titles and Deeds (Cartório de Registro de Títulos
e Documentos) and comply with any applicable requirement. In such case, the Grantor shall borne only with costs and expenses
reasonably incurred and duly evidenced by the Administrative Agent for such purposes.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


The Grantor represents
and warrants with respect to itself and the Pledged Stock pledged by it to the Secured Parties, on the date hereof and during the
term of effectiveness of this Agreement, in relation to supervening facts and circumstances that:


 


(a)          It
is the lawful owner and possessor of the Pledged Stock pledged pursuant to this Agreement, and all rights incident thereto are
free and clear of any Lien other than the pledge made hereunder and Permitted Liens and it has the powers and authority required
to (i) execute this Agreement; (ii) perform the obligations herein provided for; and (iii) pledge the Pledged Stock.


 


(b)          The
pledge over the Shares herein created constitutes and the pledge over any Additional Shares shall constitute, upon the issuance,
acquisition or receipt of the Additional Shares by the Grantor and the conclusion of the registrations required, as provided for
in Section 2.2 above, a first priority, legitimate, valid and perfected security interest, enforceable in accordance with its terms
and conditions against the Shares, any Additional Shares and the Grantor, except for potential limitations by virtue of legal provisions
related to the bankruptcy, insolvency, judicial recovery or other provisions applicable to similar conditions, regarding the rights
of creditors in general.


 


(c)          The
execution, performance and creation of the security interest subject to this Agreement (i) do not and will not constitute any conflict,
violation or default under any contractual obligation of the Grantor and (ii) do not and will not result in the creation or imposition
of any Lien over other assets of the Grantor or over any profits or income resulting therefrom, except for dividends, interest
on equity or any other form of Compensation resulting from the property of Pledged Stock, except for the Lien created in this Agreement
and in the Permitted Liens.


 




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(d)          The
Shares were validly issued and are paid up in full and the articles of association of the Companies, permit the pledge of shares
contemplated herein and do not restrict or limit the rights of the Grantor to transfer, encumber or pledge the Pledged Stock.


 


(e)          The
power of attorney granted by the Grantor and the Companies and delivered to the Administrative Agent under Section 7(c) below has
been duly and validly granted and confers to the Administrative Agent the powers expressed therein. The Grantor and the Companies
have not granted any other power of attorney or executed any other document or agreement in relation to the Pledged Stock except
for this Agreement.


 


(f)          As
of the date hereof, the Pledged Stock is identified on Exhibit II hereto. The Shares pledged hereunder represent one hundred
percent (100%) of the issued Shares of the Companies.


  


ARTICLE IV



COVENANTS


 


The Grantor, with respect
to itself and the Collateral pledged by it hereunder, covenants and agrees with the Secured Parties, during the term of effectiveness
of this Agreement, to:


 


(a)          Upon
the occurrence and during the continuance of an Event of Default pursuant to Section 8.1 of the Credit Agreement and observed the
cure periods established thereunder (“Enforcement Event”), the Grantor shall notify the Companies to make the
payment to the Administrative Agent of all rights related to the Pledged Stock (including dividends, interest on equity or payments
resulting from redemption, capital reductions or made on any other account) and comply with any written instructions transmitted
by the Administrative Agent reasonably related to the enforcement by the Administrative Agent of its matured rights under Article
VII of this Agreement .


 


(b)          At
any time and from time to time, upon the written reasonable request of the Administrative Agent and at the exclusive expense of
the Grantor, perform any and all actions, as well as execute and deliver to the Administrative Agent, all additional instruments
and documents required to create the pledge over the Pledged Stock and obtain and preserve the benefits, rights and powers resulting
from this Agreement.


 


(c)          At
any time and from time to time, upon written reasonable request of the Administrative Agent and at the exclusive expense of the
Grantor, provide to the Administrative Agent no later than five (5) business days as from receipt of such request, all information
and evidencing documents related to the Pledged Stock that the Administrative Agent may request.


 


(d)          Except
for the Permitted Liens, not to create, incur or permit the creation of any Liens or options in favor or upon request of any Person
other than the Administrative Agent, regarding the Pledged Stock or any rights thereon, except for pledge created hereunder; nor
to sell, assign, transfer, exchange or otherwise dispose of the Pledged Stock, except upon prior and written authorization of the
Administrative Agent.


 




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(e)          Pay
or discharge, before the imposition of any fines, penalties, interest or expenses, all taxes, contributions or other charges, levied
on the Pledged Stock currently or in the future or in connection with the transactions contemplated hereunder, and pay or cause
to be paid or take any other measure in relation to all lawful claims resulting from any delay in paying any of the foregoing,
in each case, to the extent if not paid or duly contested in good faith, may reasonably result in the creation of a Lien other
than any Permitted Lien.


 


(f)          Not
to execute or allow the execution by the Companies of any agreement that may restrict or reduce the rights or capacity of the Administrative
Agent to enforce its rights under this Agreement, except upon the prior and express authorization of the Administrative Agent.


 


(g)          To
take all commercially steps to maintain, preserve and protect the Pledged Stock, the pledge granted to the Administrative Agent
hereunder, for the ratable benefit of the Secured Parties, and the first priority of such pledge.


 


ARTICLE V



VOTING RIGHTS AND DIVIDENDS


 


Unless an Enforcement Event
has occurred and is continuing and the Administrative Agent has notified the Grantor of its intent to exercise its rights pursuant
to Article VII below, the Grantor shall continue to freely (a) receive and retain and use, free and clear of the Lien created by
this Agreement, any and all dividends, distributions, principal and interest made or paid in respect of the Pledged Stock; and
(b) exercise any and all voting, corporate and consensual rights with respect to the Pledged Stock for any purpose not prohibited
by the terms of this Agreement or the other Loan Documents; provided, however, that no vote shall be cast or corporate right exercised
or other action taken which could be expected to impair the Pledged Stock or Administrative Agent’s interest therein or be
inconsistent with or result in breach of any provision of this Agreement or the Loan Documents.


 


ARTICLE VI



GRANTORS INDEMNIFICATION


 


Whether or not the transactions
contemplated hereby are consummated, the Grantor and the Companies, shall indemnify, defend and hold the Administrative Agent,
each Secured Party and any of their respective Related Parties (each, an “Indemnified Person”) harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
and disbursements (including attorney costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by
or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or
referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection
with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding
or appellate proceeding) related to or arising out of this Agreement or the Secured Obligations or the use of the proceeds thereof,
whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, that (a) the Grantor shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such Indemnified Person; (b) all costs and expenses to be eventually
reimbursed by the Grantor in favor of the Administrative Agent under this Article VI shall be duly evidenced by the Administrative
Agent. The agreements in this Article shall survive payment of all Secured Obligations.


 




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ARTICLE VII



FORECLOSURE AND COLLECTION


 


(a)          Without
prejudice of previous provisions, upon the occurrence and during the continuance of an Enforcement Event, the Administrative Agent
is hereby irrevocably and irretrievably, authorized and qualified to sell, collect, receive, appropriate and/or foreclose, in whole
or in part, on this security interest, and it may immediately sell or assign, grant call option or options or otherwise dispose
of and deliver the Pledged Stock (in whole or in part), for the market price, terms and conditions it may deem appropriate, subject
to applicable law, irrespective of any prior or subsequent notice to the Companies or the Grantor, in accordance with the provisions
of Article 1,433, item IV, of the Brazilian Civil Code, and use the proceeds therefrom to pay the Secured Obligations, which at
that time have become due and payable, as provided for in the Loan Documents. Upon the occurrence and during the continuance of
an Enforcement Event, the Administrative Agent may exercise, in addition to all other rights and remedies granted in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, any and all rights and remedies
at law, including, without limitation, all rights and remedies of a secured party under the Brazilian Civil Code.


 


(b)          Upon
the occurrence of an Enforcement Event, the Administrative Agent may, upon notice to the Grantor, (i) notify the Companies to
pay all dividends on the Pledged Stock to the Administrative Agent, receive and collect all such dividends and make
application thereof to the satisfaction of the Secured Obligations in such order as the Administrative Agent may determine,
and (ii) deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or
other designated agency upon such terms and conditions as it may determine, all without liability except to account for
property actually received by it, but the Administrative Agent shall have no duty to Grantor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or delay in so doing.


 


(c)          In
accordance with the provisions of Articles 684 and 1,433 of the Brazilian Civil Code and as a means to perform the obligations
herein agreed upon, the Grantor and the Companies irrevocably and irretrievably appoint the Administrative Agent as their attorney-in-fact,
solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Article VII and Section
2.2 above, and for this purpose they have executed and delivered to the Administrative Agent on the date hereof a power of attorney
substantially in the form of Exhibit III hereto. The Grantor and the Companies undertake to deliver a power of attorney
with the same content to any successor of the Administrative Agent and, as it may be required, whenever necessary to secure that
the Administrative Agent has the powers required to perform the actions and exercise the rights herein provided for.


 


(d)          No
action performed or omitted by the Administrative Agent in relation to the Pledged Stock shall give rise to any right of defense,
counterclaim or compensation in favor of the Grantor or any claim or proceeding against the Administrative Agent, except in case
of gross negligence or willful misconduct by the Administrative Agent.


 


ARTICLE VIII



CONTINUING AGREEMENT


 


This Agreement shall be
a continuing agreement in every respect and shall remain in full force and effect until all of the Secured Obligations have been
fully paid and satisfied in cash, all outstanding Letters of Credit have either terminated or expired, and any commitments of any
Secured Party to extend any credit to any Borrower under the Credit Agreement shall have terminated. The release of the security
interest herein created and evidenced shall only be valid if executed by the Administrative Agent, who shall, thereafter upon request
and at the expense of the Grantor, execute and deliver all documents reasonably required to evidence the termination of this Agreement
and the consequent definitive and unconditional release of the security interest.


 




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ARTICLE IX



EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


  


(a)          In
exercising its rights and remedies against any of the Companies or of the Grantor under this Agreement, the Administrative Agent
may, but shall not be obliged to (except if required by applicable legislation) exercise all rights and remedies granted to it
by law and this Agreement against any third parties or in relation to any security interest or offsetting right regarding the Secured
Obligations. Except as provided for in applicable law, any omission by the Administrative Agent (directly or by means of any of
its respective agents, successors or assigns) in exercising such rights or remedies, in collecting any payments, foreclosing any
guarantees, personal or in rem, shall not release the Companies and the Grantor from any liabilities resulting from the
law of this Agreement and shall not impair, reduce or otherwise affect the Administrative Agent’s rights and remedies, either
expressed or implied.


 


(b)          The
filing, by the Administrative Agent, of any lawsuit or proceeding to judicially enforce the pledge herein created shall not affect
anyhow the right of the Administrative Agent to file any other judicial proceeding based on the Financing Agreements or any other
related document, with the sole purpose of judicially enforcing other guarantee that may have been given to the Administrative
Agent under those documents, and the parties agree that if GEN fails to perform any of its respective obligations under the Loan
Documents, the Administrative Agent shall be entitled to take any measures, judicial or not, it may deem appropriate to defend
its rights, it being entitled to file any appropriate judicial or extrajudicial proceedings, either to foreclose guarantees, or
simply to collect from GEN, the amount of the outstanding debt represented by the Secured Obligations.


  


ARTICLE X



MISCELANEOUS


 


Section 10.1         Cumulative
Rights. The rights, powers and remedies of the Administrative Agent under this Agreement
are cumulative and additional to the rights powers and remedies available to the Administrative Agent under the Loan Documents,
the law or in equity and may be successively or concomitantly exercised, without prejudice to any other right, power or remedy
as a result of the exercise of any other right, power or remedy.


 


Section 10.2         Other
Security Interests. The pledge created under this Agreement shall be in addition to and irrespective of any other guarantee
or security interest that the Administrative Agent is beneficiary, from time to time, in relation to the Secured Obligations.


 


Section 10.3         Notice
and Communications. Except as otherwise specified herein, all notices hereunder or otherwise with respect to or in connection
with the pledge shall be in writing in the English language (including, without limitation, notice by telecopy) and shall be given
to the relevant party at its address or telecopier number set forth below, or such other address or telecopier number as such party
may hereafter specify by notice to other party hereto given by courier, by certified or registered mail, by telecopy or by other
telecommunication device capable of creating a written record of such notice and its receipt.


 




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If to the Administrative Agent:


 


			BANK OF AMERICA, N.A.



555 California St.  4th Floor


San Francisco, CA 94104


		Attention:	Anthea Del Bianco



		Telephone:	415-436-2776



		Facsimile:	415-503-5101



		E-mail:	anthea.del_bianco@baml.com



 


If to the Grantor


 


If to the Grantor


 


DEVRY EDUCACIONAL DO BRASIL S.A.


Rua Antônio Gomes Guimarães, 150


60.191-195, Fortaleza, Ceará, Brasil


		Attention:	Carlos Alberto Guerra Filgueiras



		Telephone:	(55 85) 3052 4814



		Facsimile:	(55 85) 3052 4803



		E-mail:	cfilgueiras@devrybrasil.edu.br



 


If to the Companies


 





DEVRY EDUCACIONAL DO BRASIL S.A.


Rua Antônio Gomes Guimarães, 150


60.191-195, Fortaleza, Ceará, Brasil


		Attention:	Carlos Alberto Guerra Filgueiras



		Telephone:	(55 85) 3052 4814



		Facsimile:	(55 85) 3052 4803



		E-mail:	cfilgueiras@devrybrasil.edu.br



 


Section 10.4         Waivers
and Amendments. No amendment to any of the provisions of this Agreement (including any waiver or consent) shall be valid
unless it is made in writing and executed by all the parties hereof.


 


Section 10.5         Severability.
In case any provision of this Agreement is deemed null, unlawful or unenforceable under the applicable laws, such provision
shall be deemed excluded from this Agreement and shall not affect any of the other provisions herein. To replace any excluded provision,
the parties shall negotiate a similar provision reproducing their original intent, as permitted by the applicable legislation.


 




    	10 



     


    

 


Section 10.6         Entire
Agreement; Successors and Assigns. This Agreement contains all the understandings of the parties in relation to the subject-matters
herein, and shall be binding upon the parties and their respective successors and permitted assigns, on any account.


 


Section 10.7         Governing
Law; Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws of Brazil. The parties
hereof irrevocably and irretrievably agree to submit to the competent Courts of the city of Fortaleza, Brazil, any demand or controversies
resulting from this Agreement with express waiver to any other Court, no matter how privileged it may be.


 


Section 10.8         Specific
Performance. This Agreement constitutes an extrajudicial execution instrument (título executivo extrajudicial)
in accordance with provisions of items II and III of Article 585 of Law No. 5,869, as of January 11, 1973, as amended (“Brazilian
Code of Civil Procedure”). The Grantor and the Companies hereby accept and agree that the Administrative Agent may seek
for the specific performance of any and all obligations herein undertaken by or which may be ascribed to them in relation to this
Agreement, as provided for in Article 461 of the Brazilian Civil Procedure Code.


 


Section 10.9         Assignment.
The Grantor may not assign or transfer any of its rights or obligations under this Agreement without obtaining the prior written
consent of the Administrative Agent. The Administrative Agent may assign and transfer its rights and obligations hereunder to any
permitted purchaser of any portion of the Secured Obligations to the extent permitted under the applicable provisions of Section
11.7 of the Loan Documents.


 


Section 10.10         Effectiveness.
This Agreement shall become effective on the date hereof and remain in full force and effect until all Secured Obligations
have been fully satisfied and the Administrative Agent shall then release the pledge, as provided for in Article VIII above.


 


IN WITNESS WHEREOF, the Parties have executed this Agreement in
six (6) counterparts of same form and substance, in the presence of the two (2) undersigned witnesses.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 




    	11 



     


    

 


(Signature page 1/3 of the Share Pledge
Agreement entered into on March 31, 2015 by and among DeVry Educacional do Brasil S.A., Bank of America, N.A., Damasio Educacional
S.A., Sociedade de Educação do Vale Ipojuca S.A. and FBV - Faculdade Boa Viagem S.A.) 


 


	 	
        DEVRY EDUCACIONAL DO BRASIL S.A., as

        pledgor

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 




     


     


    

 


(Signature page 2/4 of
the Share Pledge Agreement entered into on March 31, 2015 by and among DeVry Educacional do Brasil S.A., Bank of America, N.A.,
Damasio Educacional S.A., Sociedade de Educação do Vale Ipojuca S.A. and FBV - Faculdade Boa Viagem S.A.)


 


	 	
        BANK OF AMERICA, N.A., acting in its capacity as

        Administrative Agent, as pledgee

	 	 
	 	By:	 
	 	 	Name: Nei Schilling Zelmanovits
	 	 	Title:   Attorney-in-fact


 


 




     


     


    

 


(Signature page 3/4 of
the Share Pledge Agreement entered into on March 31, 2015 by and among DeVry Educacional do Brasil S.A., Bank of America, N.A.,
Damasio Educacional S.A., Sociedade de Educação do Vale Ipojuca S.A. and FBV - Faculdade Boa Viagem S.A.)


 


	 	
        DAMASIO EDUCACIONAL S.A., as intervening

        party

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	
        SOCIEDADE DE EDUCAÇÃO DO VALE 

        IPOJUCA S.A., as intervening party

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	
        FBV - FACULDADE BOA VIAGEM S.A., as

        intervening party

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Witnesses: 	 	 	 
	 	 	 	 
	 	 	 	 
	Name:	 	Name:	 
	ID:	 	ID:	 


 


 




     


     


    

 


EXHIBIT I


 


Description
of Secured Obligations


(in compliance with the provisions of article
1,424 of the Brazilian Civil Code)


 


		a)	Eurocurrency Rate Revolving Loan:



 


(a.1)       Amount: aggregate
principal amount of up to USD550,000,000 (five hundred and fifty million Dollars), provided that the aggregate principal
amount of all credit facilities extended under the Credit Agreement shall not exceed the abovementioned limit, equivalent on the
date hereof to approximately BRL1,789,040,000 (one billion, seven hundred and eighty-nine million and forty thousand Reais), using
for conversion purposes the rate disclosed on March 30, 2015 in Central Bank of Brazil's webpage, by approximately 1:00 p.m. São
Paulo time (or as such reporting may be modified from time to time by such central bank).


 


(a.2)       Eurocurrency Rate Revolving
Loan final maturity date: March 31, 2020, pursuant to the Credit Agreement.


 


(a.3)       Interest rates:
the rate of interest (x) Eurocurrency Rate for such Interest Period; plus (y) Applicable Rate.


 


		b)	Base Rate Revolving Loan:



 


(b.1)       Amount: aggregate
principal amount of up to USD550,000,000 (five hundred and fifty million Dollars), provided that the aggregate principal
amount of all credit facilities extended under the Credit Agreement shall not exceed the abovementioned limit, equivalent on the
date hereof to approximately BRL1,789,040,000 (one billion, seven hundred and eighty-nine million and forty thousand Reais), using
for conversion purposes the rate disclosed on March 30, 2015 in Central Bank of Brazil's webpage, by approximately 1:00 p.m. São
Paulo time (or as such reporting may be modified from time to time by such central bank).


 


(b.2)       Base Rate Revolving
Loan final maturity date: March 31, 2020, pursuant to the Credit Agreement.


 


(b.3)       Interest rates:
the rate of interest (x) Base Rate for such Interest Period; plus (y) Applicable Rate.


  



    	12 



     


    




 


		c)	Letter of Credit: Any letter of credit issued pursuant to the Credit Agreement.



 


(c.1)       Amount: aggregate
principal amount of initially up to USD50,000,000 (fifty million Dollars), provided that the aggregate principal amount of all
credit facilities and letter of credit obligations extended under the Credit Agreement shall not exceed USD550,000,000 (five hundred
and fifty million Dollars), equivalent on the date hereof to approximately BRL162,640,000 (one hundred and sixty-two million, six
hundred and forty thousand Reais) and BRL1,789,040,000 (one billion, seven hundred and eighty-nine million and forty thousand Reais)
respectively, using for conversion purposes the rate disclosed on March 30, 2015 in Central Bank of Brazil's webpage, by approximately
1:00 p.m. São Paulo time (or as such reporting may be modified from time to time by such central bank).


 


(c.2)       Expiration Date:
means the day seven days prior to March 31, 2020 (or, if such date is not a Business Day, the next preceding Business Day).


 


		d)	Specified Swap Obligations. All obligations under any Specified Swap Contract.



 


		e)	Cash Management. All obligations under any Specified Cash Management Agreement.



 


Definitions:


 


“Alternate Rate” means the
following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.2(b) of the Credit Agreement:


 


	Pricing Level	 	Consolidated
 Leverage Ratio
	 	Commitment Fee
	 	 	Eurocurrency
 Rate Loans
 and Letters of
 Credit
	 	 	Base
 Rate
 Loans
	 
	1	 	> 2.00:1	 	 	0.45%	 	 	 	3.00%	 	 	 	2.00%	 
	2	 	> 1.00:1 but < 2.00:1.00	 	 	0.40%	 	 	 	2.50%	 	 	 	1.50%	 
	3	 	< 1.00:1	 	 	0.35%	 	 	 	2.00%	 	 	 	1.00%	 



 


“Australian Dollars” means
the lawful currency of Australia.


 


“Base Rate” means
for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and
(c) the Eurocurrency Rate plus 1.0%; and if Base Rate shall be less than zero, such rate shall be deemed zero for
purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank
of America shall take effect at the opening of business on the day specified in the public announcement of such change.


 


“Canadian Dollar” means
the lawful currency of Canada.


 


“Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of: (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated
EBTIDA for the period of the four fiscal quarters most recently ended.


 


“Eurocurrency Rate”
means,


 




     


     


    

 


(a)          for
any Interest Period with respect to a Eurocurrency Rate Loan: (i) in the case of Eurocurrency Rate Loan denominated in Dollars,
Euro and Sterling, in each case as long as there is a published London Interbank Offered Rate (“LIBOR”) with
respect thereto (“Libor Quoted Currency”), the rate per annum equal to the LIBOR or a successor or, if any such
rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved by the Administrative
Agent, in any case, as published by Bloomberg (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”); (ii) in the case
of Eurocurrency Rate Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or a successor
or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved
by the Administrative Agent, in any case, as published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time); (iii) in the case of a Eurocurrency
Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate, or a successor
or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved
by the Administrative Agent, in any case, as published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time); and (iv) in the case of any
other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency (other than those specified above), the rate designated
with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the
Lenders pursuant to Section 1.8 of the Credit Agreement;


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate , at about 11:00
a.m., London time determined two Business Days prior to such date for Dollar deposits for a term of one month commencing that day;


 


provided that (i) to the extent a comparable or successor
rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent
with market practice; provided, further that to the extent such market practice is not administratively feasible
for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent
and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such
day on such transactions as determined by the Administrative Agent.


 





“Interest Period”
“means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or
converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (in each
case, subject to availability), provided that:


 




     


     


    

 


(i)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(ii)         any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


(iii)        no
Interest Period shall extend beyond March 31, 2020.


 


“Specified Cash Management Agreement”
means any Cash Management Agreement between GEN or any of its Subsidiaries that guarantees the Secured Obligation and any Lender
or any Affiliate of any Lender.


 


“Specified Swap Contract”
means any Swap Contract between GEN or any of its Subsidiaries that guarantees the Secured Obligation and any Lender or any Affiliate
of any Lender.


 




     


     


    

 


EXHIBIT II 


 


Pledged Stock


 


	Company	Shareholder	Shares (Quantity)	Capital Stock (%)
	Damasio Educacional S.A.	DeVry Educacional do Brasil S.A.	3,858,775 	100
	Sociedade de Educação do Vale Ipojuca S.A.	10,300,000 	100
	FBV - Faculdade Boa Viagem S.A.	11,806,9031	100



 


 



1 Machado Meyer’ Comment: To
be confirmed by Mayer Brown.


 




     


     


    

 


EXHIBIT III



FORM OF POWER OF ATTORNEY


 


By this power of attorney, DeVry Educacional
do Brasil S.A., a corporation duly incorporated under the laws of the Republic Federative of Brazil (“Brazil”),
headquartered at Rua Antônio Gomes Guimarães, 150, CEP 60191-195, city of Fortaleza, State of Ceará, Brazil,
enrolled with the Brazilian National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”)
under No. 43.999.630/0001-24, herein duly represented in accordance with its constituting documents, Damasio Educacional S.A.,
a corporation duly incorporated under the laws of Brazil, headquartered at Rua da Glória, 195, sala 14-A, Liberdade, CEP
01510-001, City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. 07.912.676/0001-09, herein
duly represented in accordance with its constituting documents, Sociedade de Educação do Vale Ipojuca S.A., a corporation
duly incorporated under the laws of Brazil, headquartered at Avenida Adjar da Silva Case, no 800, Indianópolis, City
of Caruaru, State of Pernambuco, CEP 55024-740, enrolled with the CNPJ/MF under No. 02.738.361/0001-65, herein duly represented
in accordance with its constituting documents, and FBV - Faculdade Boa Viagem S.A., a corporation duly incorporated under the
laws of Brazil, headquartered at Rua Jean Emile Favre, 422, Bairro da Imbiribeira, CEP 51200-060, City of Recife, State of Pernambuco
(together, the “Grantors”), irrevocably and irretrievably appoint and constitute Bank of America, N.A. (“Administrative
Agent”), as their lawful attorney-in-fact to, acting on their behalf, to the greatest extent permitted by law, perform
all actions and transaction, of whatever nature, either required or convenient, in relation to the Share Pledge Agreement (the
“Agreement” – capitalized terms used herein but not defined herein shall have the meaning set forth in
the Agreement) dated as of March 31, 2015, executed among Grantors and the Administrative Agent, including, but not limited to,
and subject to the terms and conditions of the Agreement and exclusively for the purpose of performing the obligations and exercising
of rights set forth therein, the following:


 


(a)          upon
the occurrence of an Enforcement Event, sell, collect, receive, appropriate from, remove, transfer and/or foreclose this security
interest (in whole or in part), it being authorized to immediately sell or assign, grant call option or options or otherwise dispose
of and deliver the Pledged Stock (in whole or in part), for a price, terms and conditions it may understand appropriate, but in
compliance with applicable laws, irrespective of any prior or subsequent notice to Grantors, in accordance with the provisions
of Article 1,433, items IV and V of the Brazilian Civil Code; use the proceeds therefrom to pay the Secured Obligations, which
at that time have become due and payable, being the Administrative Agent vested with all powers required to the full and correct
fulfillment of this power of attorney;


 


(b)          upon
the occurrence of an Enforcement Event, perform all actions required to receive all profits, income, cash, rights, dividends,
distributions, interests and all other amounts paid, received or otherwise distributed in relation to the Pledged Stock,
including all amounts due by virtue of any foreclosure related to the Pledged Stock, using such proceeds to pay the Secured
Obligations as provided for in the Loan Documents;


 




     


     


    

 


(c)          upon
the occurrence of an Enforcement Event, subject to applicable laws, endorse checks, buy foreign currency and remit such currency
abroad, it being authorized, for this purpose, to perform all related actions, including but not limited to, execute foreign exchange
contracts and any other instruments or contracts, as well as to represent Grantors before the Central Bank of Brazil and any banks
or financial institutions located in Brazil;


 


(d)          subject
to applicable law, represent Grantors before third parties and any government agencies or authorities of Federal, State and local
levels, including, but not limited to Registries of Titles and Deeds, Protest Offices, banking institutions, the Brazilian Internal
Revenue Service and all respective sections, departments and divisions thereof;


 


(e)          perform
all actions and execute any instruments compatible with the terms and conditions of the Agreement, as the Administrative Agent
may deem necessary or convenient for the fulfillment of the purposes of the Agreement;


 


(f)          take
any and all applicable measures to fully exercise the rights provided for in the Agreement; and


 


(g)          substitute
the powers herein granted or revoke any substitution that may have been granted of these same powers to exercise the rights provided
for in the Agreement.


 


Any notice transmitted
by the Administrative Agent communicating the occurrence, continuance or termination of an Enforcement Event shall be conclusive
in relation to Grantors and any and all third parties in the absence of a clear mistake.


 


This power of attorney
is irrevocably and irretrievably granted as a condition to the Agreement as a means for the performance of the obligations agreed
therein, in accordance with the provisions of Articles 684 and 685 of the Brazilian Civil Code and shall be valid, effective and
remain in force until the termination of the Agreement in accordance with the terms and conditions thereof.


 


The duly authorized representatives
of Grantors have executed this power of attorney as of March 31, 2015.


 


	 	 	 
	 	DeVry Educacional do Brasil S.A.	 
	 	 	 
	 	 	 
	 	Sociedade de Educação do Vale do Ipojuca S.A.	 
	 	 	 
	 	 	 
	 	Damásio Educacional S.A.	 
	 	 	 
	 	 	 
	 	FBV – Faculdade Boa Viagem S.A.