AP VIII Queso Holdings, L.P. Sample Contracts

THE UNIVERSITY OF PHOENIX, INC. RESTRICTED STOCK UNIT GRANT CERTIFICATE
Restricted Stock Unit Grant Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT GRANT CERTIFICATE (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between The University of Phoenix, Inc., an Arizona corporation (the “University”), and [ ] (the “Grantee”).

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UNIVERSITY OF PHOENIX, INC. NONQUALIFIED STOCK OPTION GRANT CERTIFICATE
Nonqualified Stock Option Grant Certificate • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS NONQUALIFIED STOCK OPTION GRANT CERTIFICATE (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between The University of Phoenix, Inc., an Arizona corporation (the “University”), and [ ] (the “Grantee”).

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PHOENIX EDUCATION PARTNERS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NONEMPLOYEE DIRECTORS)
Restricted Stock Unit Award Agreement • September 30th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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THE UNIVERSITY OF PHOENIX, INC. NONQUALIFIED STOCK OPTION GRANT CERTIFICATE
Nonqualified Stock Option Grant Certificate • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS NONQUALIFIED STOCK OPTION GRANT CERTIFICATE (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between The University of Phoenix, Inc., an Arizona corporation (the “University”), and [ ] (the “Grantee”).

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PHOENIX EDUCATION PARTNERS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • September 15th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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STOCKHOLDERS’ AGREEMENT by and among PHOENIX EDUCATION PARTNERS, INC., TVG-I-E- AEG HOLDINGS, LP, and AP VIII SOCRATES HOLDINGS, L.P. Dated as of [•], 2025
Stockholders' Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

This STOCKHOLDERS’ AGREEMENT dated as of [•], 2025 (this “Agreement”), by and among (i) PHOENIX EDUCATION PARTNERS, INC., a Delaware corporation (the “Company”), (ii) TVG-I-E-AEG HOLDINGS, LP, a Delaware limited partnership (the “Vistria Investor”), and (iii) AP VIII SOCRATES HOLDINGS, L.P., a Delaware limited partnership (the “Apollo Investor”).

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REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 13th, 2025 • Phoenix Education Partners, Inc. • Services-educational services • New York
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CASH RETENTION AGREEMENT
Cash Retention Agreement • September 15th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS CASH RETENTION AGREEMENT (this “Agreement”) is entered into and effective as of August [•], 2025 (the “Effective Date”), by and between The University of Phoenix, Inc., an Arizona corporation (the “Company”) and [•], an employee of the Company (“Employee”).

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PHOENIX EDUCATION PARTNERS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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PHOENIX EDUCATION PARTNERS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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REGISTRATION RIGHTS AGREEMENT among PHOENIX EDUCATION PARTNERS, INC. AND THE HOLDERS PARTY HERETO DATED OCTOBER 8, 2025
Registration Rights Agreement • October 15th, 2025 • Phoenix Education Partners, Inc. • Services-educational services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 8, 2025 (this “Agreement”), is entered into by and among Phoenix Education Partners, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.

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PHOENIX EDUCATION PARTNERS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 15th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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FORM OF INDEMNIFICATION AGREEMENT by and between PHOENIX EDUCATION PARTNERS, INC. and as Indemnitee Dated as of [•]
Indemnification Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

INDEMNIFICATION AGREEMENT, dated effective as of [•] (this “Agreement”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

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●] Shares PHOENIX EDUCATION PARTNERS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • September 15th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • New York
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STOCKHOLDERS’ AGREEMENT by and among PHOENIX EDUCATION PARTNERS, INC., TVG-I-E- AEG HOLDINGS, LP, and AP VIII SOCRATES HOLDINGS, L.P. Dated as of October 8, 2025
Stockholders' Agreement • October 15th, 2025 • Phoenix Education Partners, Inc. • Services-educational services • Delaware
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THE UNIVERSITY OF PHOENIX, INC. AMENDED & RESTATED STOCKHOLDERS’ AGREEMENT Dated as of [•], 2025
Stockholders’ Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Arizona

This AMENDED & RESTATED STOCKHOLDERS’ AGREEMENT is made as of [•], 2025 (this “Agreement”), by and among THE UNIVERSITY OF PHOENIX, INC., an Arizona corporation (the “Company”), PHOENIX EDUCATION OPERATING CORP., an Arizona corporation (“Parent”), and PHOENIX EDUCATION PARTNERS, INC., a Delaware corporation (“Holdco”).

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REGISTRATION RIGHTS AGREEMENT among PHOENIX EDUCATION PARTNERS, INC. AND THE HOLDERS PARTY HERETO DATED [•], 2025
Registration Rights Agreement • August 29th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2025 (this “Agreement”), is entered into by and among Phoenix Education Partners, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.

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THE UNIVERSITY OF PHOENIX, INC. AMENDED & RESTATED STOCKHOLDERS’ AGREEMENT Dated as of October 9, 2025
Stockholders’ Agreement • October 15th, 2025 • Phoenix Education Partners, Inc. • Services-educational services • Arizona

This AMENDED & RESTATED STOCKHOLDERS’ AGREEMENT is made as of October 9, 2025 (this “Agreement”), by and among THE UNIVERSITY OF PHOENIX, INC., an Arizona corporation (the “Company”), PHOENIX EDUCATION OPERATING CORP., an Arizona corporation (“Parent”), and PHOENIX EDUCATION PARTNERS, INC., a Delaware corporation (“Holdco”).

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PHOENIX EDUCATION PARTNERS, INC. COMMON STOCK AWARD AGREEMENT
Common Stock Award Agreement • September 30th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS COMMON STOCK AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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PHOENIX EDUCATION PARTNERS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • September 30th, 2025 • AP VIII Queso Holdings, L.P. • Services-educational services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [●] (the “Date of Grant”), by and between Phoenix Education Partners, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).

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