ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • August 14th, 2023 • De Sa Cavalcante Neto Ari • Services-educational services
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
JOINT BIDDING AGREEMENTJoint Bidding Agreement • December 2nd, 2022 • De Sa Cavalcante Neto Ari • Services-educational services • New York
This JOINT BIDDING AGREEMENT (this “Agreement”), dated as of November 30, 2022, is made and entered by and among (i) General Atlantic L.P. (“General Atlantic”), as advisor to its affiliated investment funds, (ii) Dragoneer Investment Group, LLC (“Dragoneer” and, together with General Atlantic, the “Sponsors”), as advisor to its affiliated investment funds, and (iii) Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (collectively, the “Founders”). Each of the foregoing parties, together with any affiliated funds, as applicable, is hereinafter referred to individually as a “Party” and, collectively, as the “Parties.”
INTERIM INVESTORS’ AGREEMENTInterim Investors’ Agreement • August 14th, 2023 • De Sa Cavalcante Neto Ari • Services-educational services • New York
This INTERIM INVESTORS’ AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and among (i) Achieve Holdings, an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Parent”), (ii) Achieve Merger Sub, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned subsidiary of Parent having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Merger Sub”), (iii) General Atlantic Arco (Bermuda) 2, L.P. (“General Atlantic”), an entity affiliated with an investment fund of General Atlantic LP, a Delaware limited partnership, (iv) Archery DF Holdings, LP, an entity affiliated with an investment fund of Dragoneer Investment Group, LLC, a Delaware limited liability company (“Dragoneer”, together w
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • December 8th, 2023 • De Sa Cavalcante Neto Ari • Services-educational services
This Contribution and Subscription Agreement (this “Agreement”), dated as of December 7, 2023, is entered into by and among Achieve Holdings (“Parent”), an exempted company with limited liability incorporated under the Laws of the Cayman Islands, General Atlantic Arco (Bermuda) 2, L.P., a Bermuda exempted limited partnership (“GA Arco”), GA IS Holding, L.P., a Bermuda exempted limited partnership (“GA IS”, and together with GA Arco, “GA”), Archery DF Holdings, LP, a Delaware limited partnership (“Archery”), Archipelago DF Holdings, LP, an exempted limited partnership incorporated under the Laws of the Cayman Islands (“Archipelago” and together with Archery and GA, the “Sponsors”) and the other contributors listed on Schedule A hereto (together with the Sponsors, the “Contributors”);
JOINT FILING AGREEMENTJoint Filing Agreement • December 2nd, 2022 • De Sa Cavalcante Neto Ari • Services-educational services
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
