26. Withholdings and Deductions, Gross-Up and VAT    21

27. Notices    22

28. Counterparts    24

29. Governing Law, Jurisdiction and Dispute Resolution    24

30. Specific Performance    25

31. Stamp duty    25

This Share Purchase Agreement (this “ Agreement ”) is entered into on this ___ day of May 2019 (the “ Execution Date ”),

BY AND AMONG:

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Seller 1, Seller 2 and Seller 3 are hereinafter collectively referred to as the “ Sellers ” and individually referred to as a “ Seller ”.

Company 1, Company 2 and Company 3 are hereinafter collectively referred to as the “ Group Companies ” or the “ Group” and individually referred to as a “ Group Company ”.

The Purchaser, the Purchaser’s Guarantor, the Sellers and the Group Companies are hereinafter collectively referred to as the “ Parties ” and individually referred to as a “ Party ”.

WHEREAS:

NOW, THEREFORE , in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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“ Accounts ” means the audited financial statements of each Group Company for the twelve (12) month accounting reference period ended on 31 March 2018 and shall include, in each case, a balance sheet, profit and loss account and cash flow statement;

“ Accounts Date ” means 31 December 2018;

“ Affiliates ” means any Person that Controls, is Controlled by, or is under common Control with, such Person and any investment fund managed or advised by such Person;  

“ Agents ” means, in relation to a Person, that Person’s directors, officers, employees, advisers, agents and representatives;

“ Agreement ” means this share purchase agreement, including all exhibits, annexures, schedules and appendices attached hereto and all instruments supplemental to or in amendment or furtherance or confirmation of this agreement, entered into in writing, in accordance with its terms;

“ Anti-Corruption Laws ” means:

“ Applicable Law ” means, with respect to any Person, any federal, national, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, bye-laws, approval, directive, guideline, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended, whether in effect as of the Execution Date or thereafter;

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“ Bankruptcy Code ” means the (Indian) Insolvency and Bankruptcy Code, 2016, as amended, supplemented or modified from time to time and all subordinate and delegated legislation, including rules, regulations, notifications and circulars issued thereunder;

“ Big Four Accounting Firm ” means one of the following accounting and auditing firms: PwC, Deloitte, EY and KPMG;

“ Books and Records ” has the meaning given in Clause 10.2 ( Post-Completion Undertakings );

“ Business Day ” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in The Netherlands, Singapore, Hong Kong, England and India;

“ Claim ” means a Warranty Claim and/or a Tax Deed Claim (and for the avoidance of doubt excludes any Transaction Tax Claim), each of them and all of them as the context shall require and “ Claims ” shall mean all such claims;

“ Companies Act ” means the United Kingdom Companies Act 2006, as amended, supplemented or modified from time to time;

“ Completion ” means completion of the sale and purchase of the Sale Shares in accordance with this Agreement;

“ Completion Date ” means the Business Day immediately following the Execution Date or such later date, not later than the Longstop Date, as the Sellers and the Purchaser may agree in writing (including for these purposes by email) on or before that day;

“ Consideration ” means USD 145,628,476.00;

“ Continuing Provisions ” means Clause 1 ( Definitions and Interpretation ), Clause 13 ( Confidentiality ), Clause 14 ( Announcements ), Clause 16 ( Assignment ), Clause 19 ( Entire Agreement ), Clause 20 ( Severance and Validity ), Clause 21 ( Variations ), Clause 22 ( Remedies and Waivers ), Clause 24 ( Third Party Rights ), Clause 25 ( Costs and Expenses ), Clause 27 ( Notices ), Clause 29 ( Governing Law, Jurisdiction and Dispute Resolution ), all of which shall continue to apply after the termination of this Agreement pursuant to Clause 6.3(c) ( Completion ) without any limit in time;

and the terms “ Controlling ” and “ Controlled ” shall be construed accordingly;

“ Data Room ” means all the documents and information relating to the Group Companies which were made available by the Sellers to the Purchaser in the online data room operated by Merrill Corporation entitled Project Sapphire VDR 2018 M Power, Data Ram, and Pearl Retail Solutions, the contents of which as of 23:59 UK time on 30 April 2019 were copied to a USB drive and delivered to Linklaters LLP on behalf of the Purchaser on 2 May 2019;

“ Disclosed ” means fairly disclosed (with sufficient detail to identify the nature and scope of the matter disclosed);

“ Disclosed Information ” has the meaning given in paragraph 2(a) of Schedule 6 ( Sellers’ Limitation on Liability );

“ Disclosure Letter ” means the letter dated on the same date as this Agreement from the Sellers to the Purchaser that is described as the disclosure letter, including the index appended thereto;

“ Dispute ” has the meaning given in Clause 29.2 ( Governing Law, Jurisdiction and Dispute Resolution );

“ Documents ” has the meaning given in paragraph 1(a) of Schedule 8 ( Purchaser’s Group Warranties );

“ Encumbrance ” means: (a) any mortgage, charge (whether fixed or floating), pledge, non-disposal undertaking, escrow, lien, hypothecation, assignment, deed of trust, title retention, security interest, or other encumbrance of any kind securing or conferring any priority of payment in respect of any obligation of any Person, including without limitation, any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law; (b) any arrangement for exercising voting rights issued to third parties, power of attorney (by whatever name called) issued to third parties for transferring and/or exercising any rights, voting trust agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any Person; (c) any adverse claim as to title, possession or use; and/or (d) a contract to give effect to any of the foregoing;

“ Financial Year ” means the period from 1 April of a calendar year to 31 March of the following calendar year;

“ Fundamental Warranties ” means, together, Clause 2.2 ( Sale and Purchase ) , the Sellers’ Warranties set out in paragraphs 1, 2 and 3 of Schedule 4 ( Sellers’ Warranties ) and the Group Companies’ Warranties set out in paragraphs 1, 2 and 4 of Schedule 5 ( Group Companies’ Warranties ), and “ Fundamental Warranty ” means any one of them;

“ Governmental Authority ” means any supra-national, national, state, federal, provincial, municipal or local government (including any subdivision, department, court, tribunal, administrative agency, board, commission or other authority thereof) or any governmental, quasi-

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governmental or statutory authority or similar body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or functions;

“ Group Company Insurance Policies ” means all insurance policies held exclusively by and for the benefit of the Group Companies;

“ Group Companies’ Warranties ” means the warranties set out in Schedule 5 ( Group Companies’ Warranties ) and “ Group Company Warranty ” shall mean any one of them;

“ Income Tax Act ” means the Income Tax Act, 1961, as amended, supplemented or modified from time to time and any legislation which is enacted after the date of this Agreement which replaces or supersedes such enactment, and all subordinate and delegated legislation, including rules, regulations, notifications and circulars issued thereunder;

“ Indemnity Claim ” means a claim under Clause 10.7 ( Post-Completion Undertakings ) and/or 10.8 ( Post-Completion Undertakings );

“ Indian GAAP ” means the generally accepted accounting standards as prevalent in India from time to time;

“ Intellectual Property ” means trademarks, service marks, trade and business names, registered designs, design rights, copyright and neighbouring rights, database rights, domain names, trade secrets, patents, inventions, utility models, database rights, rights in domain names and URLs, confidential information of all kinds and other similar proprietary rights which may subsist in any part of the world and whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registration;

“ Leasehold Properties ” means, collectively:

“ Longstop Date ” means 23.59 hours Indian Standard Time on the day falling 10 Business Days after the Execution Date or 23.59 hours Indian Standard Time on such other date as the Sellers and the Purchaser may agree in writing;

“ Loss ” or “ Losses ” means any and all direct losses, claims, charges, actions, damages, fines, penalties, interest and expenses (including without limitation, reasonable attorney’s fees and expenses) but excludes any indirect or remote, consequential, special, exemplary or punitive losses or damages or loss of profit, business or goodwill, in each case, that are actually incurred or suffered;

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“ Material Agreements ” means any agreement entered into by a Group Company which has either a total value over the duration of the agreement in excess of USD 75,000 or an annual value in excess of USD 50,000, other than a lease in respect of Leasehold Property;

“Netherlands DTAA” means the Double Taxation Avoidance Agreement between India and Netherlands entered into on 21 January 1989, as amended;

“ Non-Tax Warranty Claim ” means a Warranty Claim other than in respect of the Tax Warranties;

“ Notice ” has the meaning given in Clause 27.1 ( Notices );

“ Properties ” means, collectively, land measuring 4.8566 hectares being the University campus at Knowledge Acres, P.O. Kandoli Via-Prem Nagar, Dehradun – 248007, Uttarakhand, India, owned by Company 3 and the Leasehold Properties;

“ Purchaser’s Group ” means the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies after Completion);

“ Purchaser’s Designated Account ” means such account of the Purchaser as notified by the Purchaser to the Sellers no later than 3 Business Days before the relevant payment is due;

“ Purchaser’s Group Warranties ” means the warranties referred to in Clause 9 ( Purchaser’s Group Warranties ) and set out in Schedule 8 ( Purchaser’s Group Warranties );

“ Related Party Arrangements ” means any agreements (whether on written or unwritten terms) between a Group Company and any member of the Sellers’ Group; and Related Party Arrangement shall mean any one of them;

“ Related Persons ” has the meaning given in Clause 19.4 ( Entire Agreement );

“ Relevant Capacity ” means for its own account or for that of any person, firm or company (other than the Purchaser or the Group Companies) and whether through the medium of any company controlled by it or as principal, partner, director, employee, consultant or agent;

“ Relevant Consideration ” means, in respect of each Seller, the consideration set out in column 5 of Part 1 of Schedule 1 ( Relevant Sale Shares and Relevant Consideration ) against such Seller’s name, to be paid by the Purchaser to such Seller in respect of the Relevant Sale Shares, under this Agreement;

“ Relevant Party’s Group ” means, in relation to a Party, that Party’s Affiliates from time to time (but, in the case of the Sellers, excluding the Group Companies both before and after Completion);

“ Relevant Sale Shares ” means, in respect of each Seller, the number of Sale Shares set out in column 3 of Part 1 of Schedule 1 ( Relevant Sale Shares and Relevant Consideration ) against such Seller’s name, being the number of relevant Sale Shares being sold by such Seller to the Purchaser under this Agreement;

“ Relevant Seller ” means, in respect of any Relevant Sale Shares, the Seller selling those Relevant Sale Shares;

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“ Relevant Trade Debts ” means, in respect of a Group Company, amounts owing by way of trade credit in the ordinary course of trading as a result of goods or services supplied by a Group Company to a member of the Sellers’ Group or vice versa;

“ Restrained Business ” has the meaning given in Clause 3.1(a) ( Restrictions on the Sellers );

“ Restraint Area ” has the meaning given in Clause 3.1(a) ( Restrictions on the Sellers );

“ Restricted Employee ” has the meaning given in Clause 3.1(b) ( Restrictions on the Sellers );

“ Rs. ” or “ INR ” means the lawful currency of the Republic of India;

“ Sale Shares ” means, collectively, the Sale Shares 1, the Sale Shares 2 and the Sale Shares 3;

“ Sale Shares 1 ” means seven hundred thousand (700,000) equity shares having nominal value of ten Indian Rupees (INR 10) per equity share and representing the entire issued and paid up share capital of Company 1 to be purchased by the Purchaser from Seller 1 on the Completion Date in accordance with this Agreement;

“Sale Shares 1A” means Sale Shares 1 which were acquired by Seller 1 prior to 1 April 2017;

“Sale Shares 1B” means Sale Shares 1 which were acquired by Seller 1 after 1 April 2017;

“ Sale Shares 2 ” means one million five hundred and eighty eight thousand, seven hundred and seventy four (1,588,774) equity shares having nominal value of one Indian Rupee (INR 1) per equity share and representing the entire issued and paid up share capital of Company 2 to be purchased by the Purchaser from Seller 2 and Seller 3 on the Completion Date in accordance with this Agreement;

“ Sale Shares 3 ” means one hundred and fifteen thousand, two hundred and fifty seven (115,257) equity shares having nominal value of one hundred Indian Rupees (INR 100) per equity share and representing eighty five decimal two one per cent. (85.21%) of the issued and paid up share capital of Company 3 to be purchased by the Purchaser from Seller 2 on the Completion Date in accordance with this Agreement;

“ Seller 1’s Designated Account ” means the bank account with Citibank N.A. Singapore bearing account number 850702047 and swift code CITISGSG, or such other account of Seller 1 as notified by Seller 1 to the Purchaser no later than 3 Business Days before the relevant payment is due;

“ Seller 2’s Designated Account ” means the bank account with JP Morgan Chase Bank, Amsterdam, bearing IBAN NL13CHAS0626001665, account name Laureate I BV , with swift code CHASNL2X, or such other account of Seller 2 as notified by Seller 2 to the Purchaser no later than 3 Business Days before the relevant payment is due;

“ Seller 3’s Designated Account ” means the bank account with HSBC bearing account number 389075698, account name Laureate International BV and swift code MRMDUS33, or such other account of Seller 3 as notified by Seller 3 to the Purchaser no later than 3 Business Days before the relevant payment is due;

“ Sellers’ Group ” means each Seller and their Affiliates, but excluding the Group Companies (both before and after Completion);

immediately prior to the Completion Date, any Group Company is entitled to any benefit, and “ Sellers’ Group Insurance Policy ” means any one of them;

“ Sellers’ Warranties ” means the warranties set out in Schedule 4 ( Sellers’ Warranties ) and “ Seller Warranty ” shall mean any one of them;

“ Singapore DTAA ” means the Double Taxation Avoidance Agreement between India and Singapore entered into on 8 August 1994, as amended;

“ Substantiated ” means in relation to any Claim or Indemnity Claim:

“ Tax ” or “ Taxation ” means all forms of direct and indirect taxation, cess and statutory and governmental, state, federal, provincial, local governmental or municipal charges, fees, duties, contributions, levies or other assessments, withholdings and deductions or other tax of any kind (including any tax levied on account of being regarded as ‘representative assessee’) or any charge of any kind in the nature of (or similar to) taxes whatsoever and whenever imposed, including, without limitation, all duties (including stamp duties), excise, customs, capital gains tax, buy-back tax, minimum alternate tax, service tax, value added tax, dividend distribution tax, goods and services tax and including all related penalties, charges, costs and interest in India or in any other jurisdiction;

“ Tax Authority ” or “ Taxation Authority ” means any Governmental Authority, having jurisdiction over or responsibility with respect to the administration, assessment, determination, collection, imposition or adjudication of Tax;

“ Tax Claim ” means a Tax Deed Claim or a Tax Warranty Claim;

“ Tax Computation ” has the meaning given to it in paragraph 1.3(a) of Schedule 10 ( Transaction Tax Claims );

“ Tax Deed ” means the Tax Deed entered into between, inter alia , the Sellers and the Purchaser on the Execution Date;

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“ Tax Deed Claim ” means a claim under the Tax Deed;

“Tax Losses ” means, if and to the extent relating to Tax or the imposition of Tax, all actual and direct losses, liabilities, claims, costs and expenses, reasonable out-of-pocket expenses, and reasonable attorneys’ fees but excludes any indirect or remote, consequential, special, exemplary or punitive losses or damages or loss of profit, business or goodwill;

“ Tax Warranties ” means the Group Companies’ Warranties set out in paragraph 14 of Schedule 5 ( Group Companies’ Warranties ) and “ Tax Warranty ” means any one of them;

“ Tax Warranty Claim ” means a claim under the Tax Warranties;

“ Third-Party Claim ” has the meaning given in paragraph 1 of Schedule 7 ( Conduct of Claims );

“ Transaction Documents ” means this Agreement, the Tax Deed, the Disclosure Letter , the TSA and any agreement between, inter alia , a Seller and the Purchaser executed on the date hereof and “ Transaction Document ” shall mean any one of them;

“ Transaction Tax ” means any income tax (including surcharge, education cess) together with interest and penalties, levied, imposed, claimed or assessed under or in accordance with the Income Tax Act arising to the Sellers on the sale of Sale Shares as contemplated under this Agreement;

“ Transaction Tax Claim ” means any claim or demand arising pursuant to any Transaction Tax Proceedings;

“ Transaction Tax Proceedings ” means any action taken or proceedings initiated against the Purchaser, a Group Company or any member of the Purchaser’s Group which has any nexus with India (including holding any assets or having any operations in India) under the Income Tax Act in relation to the Transaction Tax;

“ Transfer Pricing Indemnity Claim ” means a claim pursuant to the covenant contained in clause 1.1(b) of the Tax Deed;

“ TSA ” means the transitional services agreement entered into between Laureate Education, Inc. and Company 3 on the Execution Date;

“ US GAAP ” means the generally accepted accounting standards as prevalent in the United States of America from time to time;

“ VAT ” means within the European Union such Taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC and outside the European Union any similar Taxation levied by reference to added value or sales;

“ Warranties ” means, collectively, the Sellers’ Warranties and the Group Companies’ Warranties and “ Warranty ” shall mean any one of them; and

“ Warranty Claim ” means a claim under the Warranties or a claim under Clause 2.2 ( Sale and Purchase ), and such a claim is connected with another such claim if they arise out of the occurrence of the same event, or relate to the same subject matter.

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The Sellers shall, to the extent that they are legally able, procure that each Group Company shall, from the Execution Date until the earlier of Completion or termination of this Agreement, carry on each of their respective businesses in the ordinary and usual course as carried on as at the Execution Date, save in so far as agreed in writing by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed and in particular, each Group Company shall not incur any additional borrowing or incur any other financial indebtedness.

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it being acknowledged and agreed by the parties that this Clause 10.6 shall be sufficient to effect such termination of the Related Party Arrangements on the terms set out in this Clause; and

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Save for the Parties’ express right to terminate in Clause 6.3(c) ( Completion ), no Party shall be entitled to rescind or terminate this Agreement before or after Completion. Nothing in this Clause 11 or otherwise in this Agreement shall operate to limit or exclude any liability for fraud or fraudulent misconduct.

To the extent that any information reasonably required for the business of any Group Company is not in the possession of the Purchaser but is held by the Sellers, for a period of seven (7) years following the Completion Date, the Sellers shall use their reasonable endeavours to procure that such information is provided to the Purchaser within 15 Business Days following a written request for such information by the Purchaser. For the avoidance of doubt, the Sellers shall not be under any obligation to provide to the Purchaser any Intellectual Property of any Seller.

they possess relating to each Group Company and all information they have received or obtained relating to the Purchaser’s Group as a result of, or in connection with, negotiating or entering into the Transaction Documents.

provided that, to the extent reasonably practicable and permissible under Applicable Law, prior written notice of any confidential information to be disclosed pursuant to this Clause 13 (other than Clause 13.3(c)), shall be given to the other Parties.

or a member of their Relevant Party’s Group and after taking into account the reasonable requirements of such other Party as to its timing, content and manner of making or dispatch.

this Agreement provided that the assignee of such rights shall not be entitled to further assign them other than by way of enforcement of such security; and

Each of the Parties shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time and at the cost of the relevant Party, execute and deliver all such further acts, documents and things as may be reasonably required by, and in a form reasonably satisfactory to the other Party, to transfer the Sale Shares to the Purchaser and in order to give each Party the full benefit of this Agreement.

other Transaction Document other than pursuant to this Agreement or the relevant Transaction Document.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, it shall be deemed to be severed from this Agreement. The remaining provisions will remain in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Parties.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement.

Each Party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement and the other Transaction Documents.