TRANSACTION AGREEMENT by and among NORD ANGLIA EDUCATION, INC., VIKING HOLDCO, INC. VIKING MERGER SUBSIDIARY, LLC, NAE HK HOLDINGS LIMITED, MERITAS, LLC, VIKING HOLDING COMPANY, LLC, STERLING INTERNATIONAL SCHOOLS, STERLING INTERNATIONAL SCHOOLS C...

Exhibit 2.3

Execution Copy

TRANSACTION AGREEMENT

by and among

NORD ANGLIA EDUCATION, INC.,

VIKING HOLDCO, INC.

VIKING MERGER SUBSIDIARY, LLC,

NAE HK HOLDINGS LIMITED,

MERITAS, LLC,

VIKING HOLDING COMPANY, LLC,

STERLING INTERNATIONAL SCHOOLS,

STERLING INTERNATIONAL SCHOOLS C CORPORATION

and

THE SELLERS LISTED ON THE SCHEDULE OF SELLERS,

Dated as of April 24, 2015

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2

ARTICLE II THE TRANSACTION		2
2.1	The Equity Purchases	2
2.2	The Merger	3
2.3	Closing	3
2.4	Certificate of Formation; Operating Agreement; Managers and Officers	3
2.5	Effect of the Merger on Equity of Merger Sub and the Meritas Units	4
2.6	Payment of the Purchase Price	4
2.7	Meritas Purchase Price Adjustment	6
2.8	Paying Agent; Payment of the Closing Merger Consideration	8
2.9	Deferred Consideration	9
2.10	Post-Closing Payments	12
2.11	Allocation of Meritas Purchase Price	13
2.12	Withholding Rights	13

ARTICLE III REPRESENTATIONS AND WARRANTIES OF MERITAS AND OLDCO		13
3.1	Organization and Qualification	14
3.2	Authority; Due Execution and Binding Effect	14
3.3	Capitalization and the Included Subsidiaries	14
3.4	No Conflict	15
3.5	No Consent Required	15
3.6	No Undisclosed Liabilities	16
3.7	Financial Statements	16
3.8	Taxes	16
3.9	Material Contracts	18
3.10	Real Property	20
3.11	Personal Property	22
3.12	Litigation	22
3.13	Compliance with Laws	22
3.14	Intellectual Property	23
3.15	Absence of Changes	25
3.16	Insurance Policies	26
3.17	Governmental Authorizations	26
3.18	Employee Benefit Plans	26
3.19	Environmental Matters	28
3.20	Labor Matters	29
3.21	Affiliate Transactions	30
3.22	Sufficiency of Assets	30
3.23	Brokers	30
3.24	Compliance with Regulatory Requirements and Educational Laws	30
3.25	Closing Purchase Price Allocation Schedule	31

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CHENGDU		32
4.1	Organization and Qualification	32
4.2	Authority, Due Execution and Binding Effect	32
4.3	Capitalization and Subsidiaries of Chengdu	32
4.4	No Conflict	33
4.5	No Consent Required	34
4.6	No Undisclosed Liabilities	34
4.7	Financial Statements	34
4.8	Taxes	34
4.9	Material Contracts	35
4.10	Real Property	37
4.11	Personal Property	37
4.12	Litigation	37
4.13	Compliance with Laws	37
4.14	Intellectual Property	37
4.15	Absence of Changes	39
4.16	Insurance Policies	40
4.17	Governmental Authorizations	40
4.18	Environmental Matters	40
4.19	Affiliate Transactions	40
4.20	Brokers	40
4.21	Employee Matters	41

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BLOCKER		41
5.1	Organization and Qualification	41
5.2	Authority, Due Execution and Binding Effect	41
5.3	Capitalization and Subsidiaries of the Blocker	41
5.4	No Conflict	42
5.5	No Consent Required	42
5.6	Taxes	42
5.7	Litigation	44
5.8	No Operations	44
5.9	Brokers	44

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS		44
6.1	Authority, Due Execution and Binding Effect	44
6.2	Ownership; No Liens	44
6.3	No Conflict	45
6.4	No Consent Required	45
6.5	Brokers	45

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB		46
7.1	Organization and Qualification	46
7.2	Authority; Due Execution and Binding Effect	46
7.3	No Conflict	46
7.4	No Consent Required	46

7.5	Financing	47
7.6	Solvency	47
7.7	Purchase for Investment	48
7.8	Investor Qualifications	48
7.9	Litigation	48
7.10	Disclaimer Regarding the Projections and Pro Forma Presentations	48
7.11	Non-Reliance	49
7.12	Acknowledgment	49
7.13	Brokers	49

ARTICLE VIII COVENANTS OF THE MERITAS PARTIES		50
8.1	Pre-Closing Conduct of Business of Meritas	50
8.2	Pre-Closing Conduct of Business of Chengdu	53
8.3	No Solicitation	53
8.4	Filings; Consents; Etc.	53
8.5	Schedules Update	54
8.6	Regulatory Filings	55
8.7	Carve-Out Financials	55
8.8	Title Insurance	56
8.9	Surveys	56
8.10	Landlord Estoppel Certificates	56
8.11	Indebtedness Prepayment Notices	57
8.12	Chengdu Covenants	57
8.13	Xxxxxxx xx Xxxxx	00
8.14	Auditor Resignations	57
8.15	Bank Accounts	57
8.16	Non-Competition	57

ARTICLE IX COVENANTS OF THE BUYER PARTIES AND THE MERITAS PARTIES		58
9.1	Filings; Consents; Etc.	58
9.2	Regulatory Filing	58
9.3	Financing	59
9.4	Confidentiality	63
9.5	Director and Officer Liability and Indemnification	64
9.6	Access to Books and Records	65
9.7	Reorganization	66
9.8	Post-Closing Cooperation	67
9.9	Termination of Intercompany Balances and Affiliate Transactions	68
9.10	Sterling Name	68
9.11	Meritas Name	68
9.12	Insurance	69
9.13	Non-Solicitation	69

ARTICLE X CONDITIONS PRECEDENT TO THE CLOSING		70
10.1	Conditions Precedent to Each Party’s Obligations	70
10.2	Conditions Precedent to Obligations of the Buyer Parties	71

10.3	Conditions Precedent to Obligations of the Meritas Parties	72

ARTICLE XI CLOSING		72
11.1	Deliveries by the Meritas Parties	72
11.2	Deliveries by the Buyer and Merger Sub	74

ARTICLE XII POST-CLOSING MATTERS		74
12.1	Tax Matters	74
12.2	Employee Matters	84

ARTICLE XIII SELLERS’ REPRESENTATIVE		85
13.1	Appointment of Sellers’ Representative	85
13.2	Ratification; Binding Effect	86
13.3	Replacement of Sellers’ Representative	87
13.4	Indemnification	87
13.5	Acknowledgement	87

ARTICLE XIV INDEMNIFICATION		88
14.1	Survival of Covenants, Representations and Warranties of the Meritas Parties; Time Limits on Indemnification Obligations of the Meritas Parties	88
14.2	Survival of the Buyer’s Covenants, Representations and Warranties; Time Limits on Buyer’s Indemnification Obligations	88
14.3	Indemnification of the Buyer Indemnified Parties	89
14.4	Indemnification of the Seller Indemnified Parties	90
14.5	Indemnification Procedure for Third Party Claims	90
14.6	Calculation of Losses	92
14.7	Exclusion of Other Remedies	93
14.8	Tax Treatment of Payments	93

ARTICLE XV TERMINATION		94
15.1	Termination	94
15.2	Notice of Termination; Effect of Termination	95
15.3	Fees	96

ARTICLE XVI MISCELLANEOUS		97
16.1	Notices, Consents, Etc.	97
16.2	Severability	97
16.3	Assignment; Successors	97
16.4	Counterparts; Facsimile Signatures	97
16.5	Expenses	98
16.6	Headings	98
16.7	Entire Agreement; Amendment and Waiver	98
16.8	Third Party Beneficiaries	99
16.9	Disclosure Generally	99
16.10	Acknowledgment by the Buyer Parties	99
16.11	Interpretive Matters	100
16.12	Governing Law	100

16.13	Submission to Jurisdiction	101
16.14	Waiver of Jury Trial	101
16.15	Remedies	102
16.16	Acknowledgment	103
16.17	Further Assurances	104
16.18	Public Announcements	104
16.19	Non-Recourse	104
16.20	Conflicts and Privilege	104

Exhibits
Exhibit A		Reorganization Steps
Exhibit B		Form of LMPS Securities Purchase Agreement
Exhibit C		Form of LMPS LLC Agreement
Exhibit D		Definitions
Exhibit E		Form of Certificate of Merger
Exhibit F		Form of Letter of Transmittal
Exhibit G		Form of Transition Services Agreement
Exhibit H		Form of Leman Services Agreement
Exhibit I		Form of Escrow Agreement
Exhibit J		Capital Expenditures Schedule
Exhibit K		Form of Non-Compete Agreement
Exhibit L		Form of Trademark License Agreement
Exhibit M		Form of Nord Trademark License Agreement
Exhibit N		Form of Chengdu Local Transfer Agreement

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of April 24, 2015 (the “Agreement Date”), is by and among (i) Nord Anglia Education, Inc., a Cayman Islands company (“Parent”), (ii) Viking Holdco, Inc., a Delaware corporation that is wholly-owned by Parent (“U.S. HoldCo”), (iii) NAE Holdings HK Limited, a Hong Kong private limited company that is wholly-owned by Parent (the “Chengdu Buyer” and, together with Parent and U.S. HoldCo, as applicable, the “Buyer”), (iv) Viking Merger Subsidiary, LLC, a Delaware limited liability company that is wholly-owned by U.S. HoldCo (“Merger Sub” and together with Parent, U.S. HoldCo and the Chengdu Buyer, the “Buyer Parties”), (v) those certain Persons identified as the “Blocker Stockholders” on the Schedule of Sellers (collectively, the “Blocker Stockholders”), (vi) Sterling International Schools C Corporation, a Delaware corporation (the “Blocker”), (vii) SCP III AIV One, L.P., a Cayman Islands exempted limited partnership (the “Chengdu Stockholder”), (viii) Sterling International Schools, a Cayman Islands exempted company (“Chengdu”), (ix) Meritas, LLC, a Delaware limited liability company (“OldCo”), including in its capacity as the Sellers’ Representative and (x) Viking Holding Company, LLC, a Delaware limited liability company (“Meritas”).

RECITALS

A. Pursuant to Section 9.7, OldCo and Meritas are obligated to effect a reorganization, which will be effective immediately prior to Closing (and will be conditioned upon the satisfaction or waiver of the closing conditions set forth in this Agreement), as described in the reorganization steps set forth hereto as Exhibit A, as it may be amended, modified or supplemented by written agreement of the Parties (the “Reorganization”) pursuant to which Meritas shall become the direct or indirect holder of all of the equity interests of the subsidiaries of OldCo other than (i) Meritas Administrative Services, LLC, a Delaware limited liability company, (ii) Xxxx Xxxx Real Estate, LLC, a Delaware limited liability company, (iii) Green Valley Real Estate, LLC, a Nevada limited liability company, (iv) Arizona Prep Real Estate, LLC, a Delaware limited liability company, and its wholly-owned subsidiary Rancho Xxxxxx Private Schools, Inc., and (v) Léman Manhattan Preparatory School, LLC (“LMPS”), a New York limited liability company (collectively, the “Excluded Subsidiaries”). Following the Reorganization, (x) the equity interests of Meritas will be held by the equityholders of OldCo in the same proportionate share as with respect to OldCo, (y) OldCo will remain the direct or indirect holder of all of the equity interests of the Excluded Subsidiaries, and (z) Meritas will be the direct or indirect holder of all of the equity interests of the Included Subsidiaries.

B. Concurrently with the Closing, U.S. HoldCo will enter into a securities purchase agreement with LMPS, substantially in the form attached hereto as Exhibit B (the “LMPS Securities Purchase Agreement”), pursuant to which, as part of the Reorganization and immediately prior to the Closing and the Effective Time: (i) U.S. HoldCo will acquire equity interests in LMPS representing 10% of LMPS on a fully-diluted basis for a cash purchase price of $7,500,000 (the “LMPS Purchase Price”) and (ii) U.S. HoldCo and LMPS will execute the limited liability company agreement for LMPS, substantially in the form attached hereto as Exhibit C, providing for certain put and call rights and other operational matters (the “LMPS LLC Agreement” and together with the LMPS Securities Purchase Agreement, the “LMPS Transaction Documents”).

C. Pursuant to this Agreement, the Parties intend (i) for U.S. HoldCo to purchase all of the outstanding equity of the Blocker and for Chengdu Buyer to purchase all of the outstanding equity of Chengdu (the “Equity Purchases”) from the Blocker Stockholders and the Chengdu Stockholder, respectively and (ii) immediately after the Equity Purchases are consummated, to effect a merger (the “Merger”) of Merger Sub with and into Meritas in accordance with this Agreement and the Delaware Limited Liability Company Act (the “Act”) that is intended to be treated for income tax purposes as a purchase of all equity interests in Meritas not held by the Blocker.

D. The respective board of directors, board of managers or general partner, as applicable, of each of Buyer, Chengdu Buyer, Merger Sub, the Blocker Stockholders, the Chengdu Stockholder, the Blocker, Chengdu, OldCo and Meritas, has adopted resolutions approving this Agreement and in the case of each of Merger Sub, Chengdu and Meritas, declared its advisability and recommended that its equityholders approve this Agreement and the Transaction.

AGREEMENT

In consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used in this Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit D.

ARTICLE II

THE TRANSACTION

2.1 The Equity Purchases.

(a) At the Closing, prior to the Effective Time, the Blocker Stockholders shall sell, transfer and deliver to U.S. HoldCo, and U.S. HoldCo shall (and Parent shall cause U.S. HoldCo to) purchase from the Blocker Stockholders, all of their right, title and interest in and to the Blocker Shares, free and clear of all Liens, for the Blocker Purchase Price. The number of Blocker Shares to be sold by each of the Blocker Stockholders, together with the allocable percentage of the Blocker Purchase Price payable to each of the Blocker Stockholders (the “Blocker Allocable Percentage”), is set forth on the Closing Purchase Price Allocation Schedule.

(b) At the Closing, prior to the Effective Time, the Chengdu Stockholder shall sell, transfer and deliver to the Chengdu Buyer, and the Chengdu Buyer shall (and Parent shall cause the Chengdu Buyer to) purchase from the Chengdu Stockholder, all of its right, title and interest in and to the Chengdu Shares, free and clear of all Liens, for the Chengdu Purchase

Price. The number of Chengdu Shares to be sold by the Chengdu Stockholder, together with the Chengdu Purchase Price is set forth on the Closing Purchase Price Allocation Schedule.

2.2 The Merger.

(a) Upon the terms and subject to the conditions of this Agreement and in accordance with the Act, at the Effective Time, (i) Merger Sub shall be merged with and into Meritas, (ii) the separate limited liability company existence of Merger Sub shall cease and (iii) Meritas shall be the surviving limited liability company (the “Surviving Company”) and shall continue its limited liability company existence under the laws of the State of Delaware.

(b) The Merger shall become effective at the time of filing of a certificate of merger, substantially in the form of Exhibit E attached hereto (the “Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the provisions of Section 209 of the Act, or at such later date as the Parties may mutually agree and as specified in the Certificate of Merger (the “Effective Time”). Subject to the terms and conditions of this Agreement, Meritas and Merger Sub shall duly execute and file the Certificate of Merger with the Secretary of State of the State of Delaware at the time of the Closing.

(c) At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions of the Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Meritas and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of Meritas and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

2.3 Closing. The Closing shall take place by facsimile or electronic transmission in PDF format of all documents required under Article X to the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, on the third (3rd) Business Day after the date on which the last of the conditions set forth in Article X has been satisfied or waived (except for those conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or valid waiver of such conditions) or such other date as the Parties hereto may mutually agree upon in writing (the “Closing Date”); provided, however, that if the Marketing Period has not begun at such time, or the Marketing Period has begun and not ended on or prior to such time, subject to the continued satisfaction or waiver of the conditions set forth in Article X (except for those conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or valid waiver of such conditions), the Closing shall instead occur on (a) a date during the Marketing Period specified by the Buyer on no less than three (3) Business Days’ notice to the Sellers’ Representative, (b) the third (3rd) Business Day after the end of the Marketing Period or (c) such other date as the Parties hereto may mutually agree upon in writing.

2.4 Certificate of Formation; Operating Agreement; Managers and Officers.

(a) At the Effective Time, the Certificate of Formation of Meritas, as in effect immediately prior to the Effective Time, shall be amended as set forth in the form attached to the Certificate of Merger and, as so amended, shall be the Certificate of Formation of the Surviving Company until thereafter duly amended in accordance with applicable Law and Section 9.5(a).

(b) The operating agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the operating agreement of the Surviving Company until thereafter duly amended in accordance with applicable Law (and subject to Section 9.5(a)).

(c) At the Effective Time, the managers of Merger Sub shall be the managers of the Surviving Company. At the Effective Time, the officers of Meritas shall be the officers of the Surviving Company. Each of the managers and officers of the Surviving Company shall hold office in accordance with the operating agreement of the Surviving Company until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

2.5 Effect of the Merger on Equity of Merger Sub and the Meritas Units. As a result of the Merger, at the Effective Time:

(a) Each issued and outstanding unit of Merger Sub shall be converted into one validly issued, fully paid and non-assessable unit of the Surviving Company.

(b) The Meritas Class A Units then held by the Blocker shall be converted into one validly issued, fully paid and non-assessable unit of the Surviving Company.

(c) The Meritas Class A Units for each holder thereof (other than Blocker) that are issued and outstanding as of the Effective Time shall be converted into the right to receive, subject to the terms of this Agreement, an amount of cash equal to the Closing Merger Consideration for such holder as set forth on the Closing Purchase Price Allocation Schedule, as adjusted or increased pursuant to Sections 2.7, 2.9, 2.10 and 2.11.

(d) The Meritas Class D Units for each holder thereof that are issued and outstanding as of the Effective Time shall be converted into the right to receive, subject to the terms of this Agreement, an amount of cash equal to the Closing Merger Consideration for such holder as set forth on the Closing Purchase Price Allocation Schedule, as adjusted or increased pursuant to Sections 2.7, 2.9, 2.10 and 2.11.

(e) The Meritas Incentive Units for each holder thereof that are issued and outstanding as of the Effective Time shall be converted into the right to receive, subject to the terms of this Agreement, an amount of cash equal to the Closing Merger Consideration for such holder as set forth on the Closing Purchase Price Allocation Schedule, as adjusted or increased pursuant to Sections 2.7, 2.9, 2.10 and 2.11.

(f) As of the Effective Time, the Meritas Units shall no longer be outstanding and shall automatically be cancelled and retired, and each holder of record of a Meritas Unit shall cease to have any rights with respect thereto, other than the right to receive the applicable Closing Merger Consideration (if any), as described by the foregoing provisions of this Section 2.5.

2.6 Payment of the Purchase Price. At the Closing, in consideration for the Blocker Shares, the Chengdu Shares and the applicable Meritas Units, the Buyer shall pay by wire transfer of immediately available funds an aggregate amount equal to the Meritas Purchase Price (as adjusted pursuant to, and using the estimates provided in the manner set forth in, Section 2.7) and the Chengdu Purchase Price as follows:

(a) to the Escrow Agent, the Escrow Amount, to be held in the Escrow Account and disbursed pursuant to the terms of the Escrow Agreement;

(b) to the Sellers’ Representative, the Sellers’ Representative Fund Amount, to be held in an account designated in writing to the Buyer by the Sellers’ Representative at least three (3) Business Days prior to Closing and disbursed pursuant to the terms of the Sellers’ Representative Agreement;

(c) to the Chengdu Stockholder in accordance with, and without duplication of any amounts owed under, the Chengdu Local Transfer Agreement, an amount in cash equal to the Chengdu Purchase Price to the account designated by the Sellers’ Representative by written notice to Buyer at least three (3) Business Days prior to Closing; provided that Buyer shall deposit a portion of the Chengdu Purchase Price equal to $2,000,000 into an escrow account for the benefit of the Chengdu Stockholder, to be held in accordance with an escrow agreement in form and substance reasonably satisfactory to the Parties to be entered into at the Closing, which shall provide that such amount shall be released automatically to the Chengdu Stockholder as and when adequate evidence of tax filing and payment as required under Section 12.3(b)(iv) have been provided to the Buyer;

(d) to the Paying Agent for the benefit of the Blocker Stockholders, an amount in cash equal to the Blocker Purchase Price to the account designated by the Sellers’ Representative by written notice to Buyer at least three (3) Business Days prior to Closing, which shall be distributed by the Paying Agent to each Blocker Stockholder to the account designated for such Blocker Stockholder on the Schedule of Sellers, in an amount in cash equal to such Blocker Stockholder’s Blocker Allocable Percentage of the Blocker Purchase Price;

(e) to the Paying Agent for the benefit of each Meritas Member (other than the Blocker), an amount in cash equal to the Closing Merger Consideration to the account designated by the Sellers’ Representative by written notice to Buyer at least three (3) Business Days prior to Closing Date, which shall be distributed by the Paying Agent to each Meritas Member (other than Blocker) pursuant to the duly completed and validly executed Letter of Transmittal of such Meritas Member and in an amount in cash equal to the portion of the Closing Merger Consideration set forth next to such Meritas Member’s name on the Closing Purchase Price Allocation Schedule; and

In addition, at the Closing, in consideration for the Blocker Shares, the Chengdu Shares and the applicable Meritas Units, the Buyer shall pay by wire transfer of immediately available funds the following additional amounts:

(1) in accordance with the payoff letters delivered to the Buyer in accordance with Section 10.2(d), the Indebtedness Payments; and

(2) to each Person identified on the Meritas Transaction Expenses Schedule, an amount in cash set forth opposite such Person’s name to the account designated by such Person in writing to the Buyer at least three (3) Business Days prior to Closing.

2.7 Meritas Purchase Price Adjustment.

(a) Adjustment to the Purchase Price. Notwithstanding anything to the contrary herein, the Meritas Purchase Price shall be (i) increased or decreased, as the case may be, on a dollar for dollar basis to the extent that there is a Closing Net Working Capital Surplus or a Closing Net Working Capital Deficit, (ii) increased on a dollar for dollar basis by the aggregate amount of the Closing Cash, the Approved CapEx Amount, the Marketing Delay Adjustment (if any) and the Closing Value of Trapped Cash, (iii) decreased on a dollar for dollar basis by the aggregate amount of the Closing Indebtedness and the Aggregate Meritas Transaction Expenses Amount and (iv) increased or decreased, as the case may be, on a dollar for dollar basis by the aggregate amount of the Floating Closing Adjustment.

(b) Estimated Purchase Price Adjustment. Not less than five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall prepare and deliver to the Buyer, its reasonable good faith estimate of the Estimated Meritas Purchase Price Adjustment, which estimate shall include separate estimates for each of the components of the Estimated Meritas Purchase Price Adjustment. Upon receipt of such estimate, the Buyer shall be permitted to review such estimate, and Sellers shall provide Buyer with any supporting documentation reasonably requested by Buyer. In the event the Buyer discovers any material manifest calculation errors, or if either Party makes any reasonable comments to the estimate, the Parties shall work together to resolve any such errors with respect to such estimate and shall reasonably consider any such comments made by the other Party in respect thereof. If the Parties agree on any changes to the Estimated Meritas Purchase Price Adjustment as a result of any such errors or comments, such changes shall be deemed included in such amounts for all purposes of this Section 2.7(b) and for purposes of the payments required pursuant to Section 2.6. If the Estimated Meritas Purchase Price Adjustment is a negative number, then the Meritas Purchase Price payable at the Closing pursuant to Section 2.6 shall be reduced by the absolute value of such amount. If the Estimated Meritas Purchase Price Adjustment is a positive number, then the Meritas Purchase Price payable at the Closing pursuant to Section 2.6 shall be increased by such amount.

(c) Closing Purchase Price Adjustment. As promptly as practicable after the Closing Date, but in no event later than sixty (60) days after the Closing Date, the Buyer, at its expense, shall prepare and deliver, or cause to be prepared and delivered, to the Sellers’ Representative the Closing Purchase Price Adjustment Schedule.

(d) Protest Notice. Within thirty (30) days after the Buyer’s delivery of the Closing Purchase Price Adjustment Schedule to the Sellers’ Representative, the Sellers’ Representative may deliver a Protest Notice. The Protest Notice must set forth the specific line items of the Closing Purchase Price Adjustment Schedule to which the Sellers’ Representative objects, as well as reasonable detail of the particulars of such disagreement (the “Disputed Closing Items”); provided that the Sellers’ Representative may not assert a disagreement as to the mutually agreed upon principles set forth on Schedule 2.7(b) or the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, the Floating Closing Adjustment, the Marketing Delay Adjustment or the Aggregate Meritas Transaction Expenses Amount or, in each case, the application thereof to the matters set forth in the Closing Purchase Price Adjustment Schedule. If the Sellers’ Representative does not notify Buyer of any Disputed Closing Items

within such thirty (30) day period, such Closing Purchase Price Adjustment Schedule will be conclusive and binding upon the Parties for all purposes hereunder.

(e) Resolution of Protest. The Buyer and the Sellers’ Representative shall use Reasonable Efforts to resolve, as soon as practicable, any objection of the Sellers’ Representative set forth in the Protest Notice. If the Buyer and the Sellers’ Representative are unable to resolve any such objection with respect to the Closing Purchase Price Adjustment Schedule within twenty (20) days following the Sellers’ Representative’s delivery of a Protest Notice, then either the Sellers’ Representative or the Buyer may refer the unresolved items in dispute (the “Unresolved Closing Items”) to the Accountants. Promptly, but not later than thirty (30) days after acceptance of their appointment, or such longer period as Buyer and the Sellers’ Representative may agree in writing, the Accountants will determine (based solely on written presentations to the Accountants by the Sellers’ Representative and the Buyer and not by independent review) and will render a report as to the Unresolved Closing Items in dispute and the resulting Closing Purchase Price Adjustment Schedule, which report will be conclusive and binding upon the Parties for all purposes hereunder. In resolving any disputed Unresolved Closing Item, the Accountants (i) may not assign a value to any particular item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party, in each case as presented to the Accountants, (ii) shall act as an expert and not as an arbitrator, (iii) may not propose for resolution any matters that are not Unresolved Closing Items and (iv) may not take ex parte oral testimony from the Parties or any other Person. The fees and expenses of the Accountants shall be shared equally by the Sellers’ Representative (the “Members’ Portion”), on the one hand, and by the Buyer, on the other hand. The Members’ Portion shall be paid to the Accountants from the Sellers’ Representative Fund Amount.

(f) Payment of Closing Purchase Price Adjustment. After the final determination of the Closing Purchase Price Adjustment Schedule pursuant to the provisions of this Section 2.7, (i) if the Closing Meritas Purchase Price Adjustment is greater than the Estimated Meritas Purchase Price Adjustment, then, within five (5) Business Days of such determination, the amount of such surplus (the “Meritas Purchase Price Adjustment Surplus”) shall be paid by the Buyer to the Paying Agent for distribution in accordance with Section 2.10, or (ii) if the Meritas Closing Purchase Price Adjustment is less than the Estimated Meritas Purchase Price Adjustment, then the amount of such deficiency (the “Meritas Purchase Price Adjustment Deficit”) shall be paid to the Buyer, first, (A) by off-set or set-off against the Deferred Consideration, if the final determination of the Closing Purchase Price Adjustment Schedule occurs prior to the payment of the Deferred Consideration pursuant to Section 2.9(a), second (B) by off-set or set-off against the Deferred Consideration or the Leftover Earnout in accordance with Section 2.9(e)(i) or Section 2.9(e)(ii), respectively, or by the Sellers’ Representative from the Guaranteed Amount in accordance with Section 2.9(e) in lieu of the Leftover Earnout, as applicable, if the final determination of the Closing Purchase Price Adjustment occurs after payment of the Deferred Consideration pursuant to Section 2.9(a) and third (C) from the Escrow Account, in which case the Sellers’ Representative and the Buyer shall promptly (and in any event within five (5) Business Days after a determination that an off-set or set-off against the Deferred Consideration, the Leftover Earnout or the Guaranteed Amount (if any) will not be sufficient to pay the amount owed to the Buyer) deliver joint written instructions

to the Escrow Agent instructing the Escrow Agent to make such payment to an account designated in writing by the Buyer.

(g) Cooperation. For purposes of complying with the terms set forth herein, each Party will cooperate with and promptly make available to the other Party and its Representatives all information, records, data and supporting papers reasonably relevant to the preparation of the Closing Purchase Price Adjustment Schedule, the Protest Notice and any adjustment being disputed thereto and the resolution of any disputes thereunder. Each Party will provide the other Party and its Representatives with access to the Meritas Parties’ books and records, facilities and personnel, as may be reasonably required (upon reasonable advance notice) during normal business hours and, in the case of personnel, at their normal place of employment, in connection with the preparation or review of the estimates contemplated by Section 2.7(b), or the preparation or review of, and any dispute regarding, the Closing Purchase Price Adjustment Schedule or a Protest Notice.

2.8 Paying Agent; Payment of the Closing Merger Consideration.

(a) At or prior to the Effective Time, the Sellers’ Representative, in its sole discretion, shall act as, or will appoint a third party as, the paying agent (the “Paying Agent”) for the purpose of distributing the Blocker Purchase Price and the Closing Merger Consideration and any adjustments pursuant to Sections 2.6, 2.7, 2.9, 2.10 and 2.11.

(b) From and after the Effective Time, the Paying Agent shall act as the paying agent in effecting the payment of (i) (A) the Blocker Purchase Price to each Blocker Stockholder in accordance with such Blocker Stockholder’s Blocker Allocable Percentage of the Blocker Purchase Price and (B) the Closing Merger Consideration to the Meritas Members (other than the Blocker) in accordance with the Closing Purchase Price Allocation Schedule, (ii) any Deferred Consideration payable to the Sellers in accordance with Section 2.9 and (iii) any funds released from the Escrow Account in accordance with Section 2.10.

(c) Promptly following the Agreement Date, Meritas shall, or shall cause the Paying Agent to, deliver a letter of transmittal in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Meritas Member (other than the Blocker), which shall, among other things, provide instructions for receiving the Closing Merger Consideration. The Letter of Transmittal and such instructions will include an IRS Form W-9, which must be completed and executed by each Meritas Member (other than the Blocker) before such Person receives its portion of the Closing Merger Consideration; provided, that if any Meritas Member (other than the Blocker) is not a United States Person, such Person shall provide the applicable IRS Form W-8. Each of the Blocker Stockholders shall also provide IRS Form W-8 or W-9, as applicable, to the Paying Agent.

(d) With respect to a duly completed and validly executed Letter of Transmittal delivered by a Meritas Member (other than the Blocker) at or prior to the Closing, the Paying Agent shall, in accordance with Section 2.6, pay to such Meritas Member the Closing Merger Consideration set forth next to such Meritas Member’s name on the Closing Purchase Price Allocation Schedule, in consideration therefor.

(e) With respect to a duly completed and validly executed Letter of Transmittal delivered by a Meritas Member (other than the Blocker) after the Closing, the Paying Agent shall, as promptly as practicable, pay to such Meritas Member (other than the Blocker) the Closing Merger Consideration set forth next to such Meritas Member’s name on the Closing Purchase Price Allocation Schedule, in consideration therefor.

(f) Any portion of the Closing Merger Consideration that remains undistributed to the Meritas Members on the date that is twelve (12) months after the Closing Date shall be distributed by the Paying Agent to the Sellers’ Representative to be held in trust for the benefit of such Meritas Members, and any Meritas Member who has not complied with this Section 2.8 shall after delivery of a duly completed and validly executed Letter of Transmittal to the Paying Agent, look only to the Sellers’ Representative for such holder’s portion of the Closing Merger Consideration.

(g) None of the Parties or any other Person shall be liable to any Meritas Member for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any such amounts remaining unclaimed by any Meritas Member immediately prior to such time when such amounts would otherwise escheat to or become the property of any Governmental Authority, shall, to the extent permitted by applicable Laws, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto.

2.9 Deferred Consideration.

(a) Deferred Consideration. As additional consideration for the Blocker Shares, Chengdu Shares and Meritas Units, if (i) the number of Enrollments at the Target Group Schools, in the aggregate, as of September 30, 2015 exceed (ii) the number of Enrollments at the Target Group Schools, in the aggregate, as of May 31, 2015, then the Buyer shall pay Twenty-Five Million Dollars ($25,000,000) (the “Deferred Consideration”) in the aggregate to the Paying Agent for distribution in accordance with Section 2.10. The Parties agree that as of March 31, 2015, based on, and as specified in, OldCo’s Enrollment report generated from the Navision program as prepared in the ordinary course of business consistent with past practice (the “Enrollment Report”), which Enrollment Report has been furnished to Buyer as of the date hereof and attached hereto as Schedule 2.9(a), the number of Enrollments at the Target Group Schools, in the aggregate, was 8,631. Within five (5) Business Days of April 30, 2015 and May 31, 2015, the Sellers’ Representative will deliver updates to the Enrollment Report as of each such date, which updates will be generated and prepared in the same manner as the Enrollment Report and will include inflows and outflows with respect to the number of Enrollments at the Target Group Schools consistent with those set forth in the Enrollment Report. The number of Enrollments based on the Enrollment Report and the updates to the Enrollment Report as contemplated in the previous sentence will be conclusive and binding upon the Parties for purposes of determining the number of Enrollments at the Target Group Schools, in the aggregate, as of May 31, 2015, absent a manifest calculation error.

(b) Enrollment Schedule. As promptly as practicable after September 30, 2015, but in no event later than October 31, 2015, the Buyer, at its own expense, shall prepare and deliver, or cause to be prepared and delivered to the Sellers’ Representative a written

statement (the “September Enrollment Schedule”) setting forth in reasonable detail the Buyer’s determination of Enrollments as of September 30, 2015 for each of the Target Group Schools.

(c) Protest Notice. Within fifteen (15) days after the Buyer’s delivery of the September Enrollment Schedule, the Sellers’ Representative may deliver a Protest Notice to the Buyer. The Protest Notice shall set forth the specific line items of the September Enrollment Schedule to which the Sellers’ Representative objects, as well as reasonable detail of the particulars of such disagreement (the “Disputed Enrollment Items”). If the Sellers’ Representative does not notify Buyer of a dispute with respect to the September Enrollment Schedule within such fifteen (15) day period, such September Enrollment Schedule will be conclusive and binding upon the Parties for all purposes hereunder.

(d) Resolution of Protest. The Buyer and the Sellers’ Representative shall use Reasonable Efforts to resolve, as soon as practicable, any objection of the Sellers’ Representative set forth in the Protest Notice. If the Buyer and the Sellers’ Representative are unable to resolve any such objection with respect to the September Enrollment Schedule within twenty (20) days following the delivery of a Protest Notice, then either the Sellers’ Representative or the Buyer may refer the unresolved items in dispute (the “Unresolved Enrollment Items”) to the Accountants. Promptly, but not later than thirty (30) days after acceptance of their appointment, or such longer period as Buyer and the Sellers’ Representative may agree in writing, the Accountants will determine (based solely on written presentations to the Accountants by the Sellers’ Representative and the Buyer and not by independent review) and will render a report as to the Unresolved Enrollment Items and the resulting September Enrollment Schedule, which report will be conclusive and binding upon the Parties for all purposes hereunder. In resolving any Unresolved Enrollment Item, the Accountants (i) may not assign a number or value to any particular item greater than the greatest number or value for such item claimed by either Party or less than the lowest number or value for such item claimed by either Party, in each case as presented to the Accountants, (ii) shall act as an expert and not as an arbitrator, (iii) may not propose for resolution any matters that are not Unresolved Enrollment Items and (iv) may not take ex parte oral testimony from the Parties or any other Person. The fees and expenses of the Accountants shall be shared equally by the Sellers’ Representative, on the one hand, and by the Buyer, on the other hand. The Members’ Portion shall be paid to the Accountants from the Sellers’ Representative Fund Amount.

(e) Payment of Deferred Consideration. Within fifteen (15) days after the final determination of the September Enrollment Schedule, if such final determination would require Buyer to pay the Deferred Consideration pursuant to Section 2.9(a), the Deferred Consideration shall be paid as follows:

(i) In the event the Closing Meritas Purchase Price Adjustment has been finalized pursuant to Section 2.7 at the time the Deferred Consideration is payable, (A) if there is a Meritas Purchase Price Adjustment Surplus, the Buyer shall distribute the full amount of the Deferred Consideration to the Paying Agent for distribution in accordance with Section 2.10 and (B) if there is a Meritas Purchase Price Adjustment Deficit, the Buyer may off-set or set-off the amount of such Meritas Purchase Price Adjustment Deficit against the Deferred

Consideration and pay any remainder of the Deferred Consideration to the Paying Agent for distribution in accordance with Section 2.10; or

(ii) In the event the Closing Meritas Purchase Price Adjustment has not been finalized pursuant to Section 2.7, at the time the Deferred Consideration is payable, the Sellers’ Representative may elect (A) for the Buyer (I) to pay eighty percent (80%) of the Deferred Consideration to the Paying Agent for distribution in accordance with Section 2.10, (II) hold the remaining twenty percent (20%) of the Deferred Consideration (the “Leftover Earnout”) as collateral for any off-set or set-off contemplated Section 2.7(f)(ii)(B) and (III) after the Closing Purchase Price Adjustment has been finalized pursuant to Section 2.7, distribute to the Paying Agent any remainder of the Leftover Earnout after giving effect to the exercise of such right of set-off or off-set for any Meritas Purchase Price Adjustment Deficit or (B) for the Sellers’ Representative to deliver a guarantee in form reasonably acceptable to the Buyer to maintain a minimum excess cash balance of $5,000,000 with LMPS in lieu of the Leftover Earnout (the “Guaranteed Amount”), which cash would be used by the Sellers’ Representative to pay to Buyer the amount of any Meritas Closing Purchase Price Deficit that Buyer would otherwise be able to set-off or off-set against the Leftover Earnout promptly (and in any event within five (5) Business Days) the determination that such amount is payable.

For the avoidance of doubt, in the event the final determination of the September Enrollment Schedule would not require Buyer to pay the Deferred Consideration pursuant to Section 2.9(a), and there is a Meritas Purchase Price Adjustment Deficit, then the amount of such Meritas Purchase Price Adjustment Deficit shall be paid to Buyer from the Escrow Account.

(f) Cooperation. For purposes of complying with the terms set forth herein, each Party will cooperate with and promptly make available to the other Party and its Representatives all information, records, data and supporting papers reasonably relevant to the preparation of the September Enrollment Schedule, the Protest Notice and any Enrollments being disputed thereto and the resolution of any disputes thereunder. Each Party will provide the other Party and its Representatives with access to the Meritas Parties’ books and records, facilities and personnel, as may be reasonably required (upon reasonable advance notice) during normal business hours and, in the case of personnel, at their normal place of employment, in connection with the preparation or review of, or any dispute regarding the September Enrollment Schedule or a Protest Notice.

(g) Conduct of the Target Group Schools. During the period from the Closing until September 30, 2015 (the “Deferred Consideration Period”), the Buyer (x) acknowledges that the Sellers’ opportunity to receive the Deferred Consideration in the manner set forth in this Agreement is an integral part of the Transaction, and the Sellers would not have entered into this Agreement but for such opportunity, and (y) agrees that it will, and will cause its Affiliates (including the Target Group Schools), to:

(i) operate the business of each of the Target Group Schools in a commercially reasonable manner, and dedicate reasonably necessary and advisable resources, including but not limited to, working capital, technical,

marketing, sales and employee resources, for the operation of the business of each of the Target Group Schools, in each case, consistent with past practices of the Target Group Schools;

(ii) preserve and maintain the existence of each of the Target Group Schools;

(iii) not materially alter any objective admissions criteria (including, without limitation, test scores and grade point average) for students to the Target Group Schools;

(iv) use its Reasonable Efforts to (A) preserve intact the present business organization and reputation of each of the Target Group Schools, and (B) maintain in all material respects the Target Group Schools in good working order and condition, normal wear and tear excepted and subject to force majeure events;

(v) use its Reasonable Efforts to comply, in all material respects, with all laws applicable to the business and operations of the Target Group Schools;

(vi) conduct the Enrollment process and timing thereof of the Target Group Schools in the ordinary course of business and consistent with past practice;

(vii) not make or permit any material change from past practice with respect to (A) any tuition of the Target Group Schools, except to the extent required by applicable law, or (B) any method of calculating any financial aid and/or discounts of any Target Group School;

(viii) not enter into any agreement, commitment or understanding with respect to (A) the sale or other transfer of a material portion of the assets used in the conduct of the business and operations of any particular Target Group School outside of the ordinary course of business, or (B) a merger, consolidation or other similar transaction resulting in any Person other than Buyer, directly or indirectly, owning a controlling equity interest in the Target Group Schools; and

(ix) not take any action if such action is designed or intended, in whole or in part, to reduce the Deferred Consideration.

2.10 Post-Closing Payments. After the Closing, whenever any component of the Purchase Price or the Deferred Consideration becomes available for distribution to the Sellers, such component shall be promptly distributed by the Escrow Agent or Paying Agent, as applicable, in accordance with written instructions delivered by the Sellers’ Representative to each Blocker Stockholder, its portion of such amount in accordance with the Closing Purchase Price Allocation Schedule and (b) each Meritas Member (other than the Blocker) its portion of such amount in accordance with the Closing Purchase Price Allocation Schedule.

2.11 Allocation of Meritas Purchase Price. It is the intention of Meritas, OldCo, Blocker and the Blocker Stockholders that the Meritas Purchase Price be allocated among the Meritas Members in a manner that is consistent with the distribution provisions contained in the Meritas Operating Agreement. Because the distribution provisions of the Meritas Operating Agreement provide for differing allocations among the holders of the Meritas Units depending on differences in the total amount of assets distributed, (a) the relative allocation percentages of the Meritas Purchase Price payable hereunder (the “Payment Percentages”) will be adjusted from time to time in the good faith discretion of the Sellers’ Representative upon written notice by the Sellers’ Representative to Meritas (or the Surviving Company, as applicable), the Blocker Stockholders, OldCo, the Buyer, the Paying Agent and the Escrow Agent and (b) the Meritas Purchase Price payable at Closing pursuant to Section 2.6 will be allocated among the Meritas Members in accordance with the Meritas Operating Agreement as if the Meritas Purchase Price were the only consideration payable in connection with the Transaction and, as the Meritas Purchase Price is adjusted pursuant to Section 2.7 or increased pursuant to Section 2.9 and as funds are released from the Escrow Account pursuant to the terms and conditions of the Escrow Agreement, the Payment Percentages of the Meritas Members will be adjusted by the Sellers’ Representative so that each holder’s allocation of the Meritas Purchase Price is consistent with the allocation provisions of the Meritas Operating Agreement taking into account all amounts payable hereunder and under the Escrow Agreement from the Closing Date through the date of such distributions (with the Blocker Stockholders receiving in the aggregate an amount equal to what the Blocker would have received under the Meritas Operating Agreement in respect of its Meritas Class A Units and each other Seller receiving in the aggregate an amount equal to what such Seller would have received under the Meritas Operating Agreement or 2010 Equity Incentive Plan in respect of its Meritas Units, as applicable).

2.12 Withholding Rights. Other than with respect to any Tax that may be payable to the appropriate PRC Taxing Authority that is described in Section 12.1(b)(iv), each of the Buyer Parties and the Paying Agent shall be entitled to deduct and withhold any amounts they are required to deduct and withhold pursuant to any provision of the Code, the rules and regulations promulgated thereunder, or any other applicable federal, state, local or foreign Tax Law in connection with any payments required to be made by any of the Buyer Parties or the Paying Agent pursuant to the terms of this Agreement. The Sellers shall cooperate with the Buyer Parties and the Paying Agent in coordinating the deduction and withholding of any Taxes required to be deducted and withheld by the Buyer Parties or the Paying Agent under applicable Tax Law. To the extent that amounts are so withheld by any of the Buyer Parties or the Paying Agent, such withheld amounts (a) shall be remitted by the applicable Buyer Party or the Paying Agent to the applicable Governmental Authority in accordance with applicable Law and (b) shall be treated for all purposes of this Agreement as having been paid to the Person otherwise entitled to receive such payments pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MERITAS AND OLDCO

Except as set forth in the applicable Schedules, Meritas and OldCo, jointly and severally, hereby represent and warrant to the Buyer Parties as follows:

3.1 Organization and Qualification. Each of Meritas, OldCo and the Included Subsidiaries is a limited liability company, corporation or other legal entity, as applicable, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of Meritas and the Included Subsidiaries (i) has the requisite power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except such jurisdictions where the failure to be so qualified or in good standing has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect with respect to Meritas and the Included Subsidiaries, taken as a whole. Meritas has made available to the Buyer or Merger Sub copies of the Organizational Documents of Meritas and the Included Subsidiaries, and such copies are true, correct and complete as of the Agreement Date and such Organizational Documents are in full force and effect.

3.2 Authority; Due Execution and Binding Effect. Each of Meritas and OldCo has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which it is a party, to consummate the Transaction and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by each of Meritas and OldCo and, at the Closing, each of the Transaction Agreements to which such Person is a party will be duly and validly executed and delivered by such Person. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements to which Meritas or OldCo is a party will constitute, upon such execution and delivery hereof or thereof, the valid and binding obligations of such Person, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws.

3.3 Capitalization and the Included Subsidiaries.

(a) There are (i) 20,000 authorized Meritas Class A Units of which 5,519 are issued and outstanding, (ii) 1,000 authorized Meritas Class D Units of which 95 are issued and outstanding and (iii) 1,000 authorized Meritas Incentive Units of which 749 Incentive Units are issued and outstanding. All of the Meritas Units are owned by the Meritas Members in the amounts set forth opposite their respective names on Schedule 3.3-1, and each Meritas Member owns beneficially and of record such Meritas Units free and clear of any Lien. Each Meritas Unit is duly authorized, validly issued, fully paid and nonassessable and has not been issued in violation of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, or other similar rights or restrictions. Except as set forth on Schedule 3.3-2, there are no (A) outstanding preemptive, conversion, subscription or other rights, warrants, calls, options, commitments or agreements to issue, purchase or register any Meritas Units, (B) voting trusts, stockholder agreements, proxies or other agreements or understandings to which Meritas or OldCo is a party or by which Meritas or OldCo is bound with respect to the voting, transfer or other disposition of its limited liability company units, (C) stock appreciation rights, participations, phantom equity or similar rights granted in respect of the Meritas Units, or (D) bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the Meritas Members may vote.

(b) All of the Included Subsidiaries and their respective (i) organizational structure, (ii) jurisdiction of organization, (iii) authorized, issued and outstanding equity interests, and (iv) legal ownership of record, in each case, are identified on Schedule 3.3-3. Except as set forth on Schedule 3.3-3, all of the issued and outstanding equity interests (including any securities convertible or exchangeable into equity interests) of each Included Subsidiary is owned beneficially and of record by Meritas, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such equity interests or other voting securities). Each equity interest (including any securities convertible or exchangeable into equity interests) of the Included Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and has not been issued in violation of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, or other similar rights or restrictions. There are no (A) outstanding preemptive, conversion, subscription or other rights, warrants, calls, options, commitments or agreements to issue, purchase or register any equity interests (including any securities convertible or exchangeable into equity interests) of any Included Subsidiary, (B) voting trusts, stockholder agreements, proxies or other agreements or understandings to which such Included Subsidiary is a party or by which such Included Subsidiary is bound with respect to the voting, transfer or other disposition of its equity interests (including any securities convertible or exchangeable into equity interests), (C) stock appreciation rights, participations, phantom equity or similar rights granted in respect of any equity interests (including any securities convertible or exchangeable into equity interests) of any Included Subsidiary, or (D) bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the equityholders of any Included Subsidiary may vote.

(c) Meritas and the Included Subsidiaries do not own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any Person other than the Included Subsidiaries.

3.4 No Conflict. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any of the Transaction Agreements to which Meritas or OldCo is a party, nor the consummation by such Person of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of such Person’s Organizational Documents (including the Meritas Operating Agreement) or any Legal Requirement, Governmental Authorization or Material Contract to which OldCo, Meritas or any of the Included Subsidiaries or the Target Group Schools may be subject; or

(b) give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate or terminate the maturity or performance of and provision of, or to cancel, terminate, modify, withdraw or suspend any Legal Requirement, Governmental Authorization, or Material Contract applicable to OldCo, Meritas or any of the Included Subsidiaries or the Target Group Schools.

3.5 No Consent Required. Except for (a) any Consents required under the HSR Act as a result of the consummation or anticipated consummation of the Transaction and (b) as set forth on Schedule 3.5, no material Consent, notification to or declaration, filing or registration

with, any Person is required to be made or obtained by Meritas, OldCo or any of the Included Subsidiaries or the Target Group Schools in connection with the authorization, execution or delivery of this Agreement, any of the Transaction Agreements to which such Person is a party or the performance by such Person of the Transaction, or in order to prevent the termination or material modification of any material right, privilege, license or qualification of any Target Group School.

3.6 No Undisclosed Liabilities. Meritas and the Included Subsidiaries do not have any material Liabilities, on a consolidated basis, required to be reflected in, reserved against, disclosed on or provided for in the Financial Statements or notes thereto in accordance with GAAP except (a) as set forth on Schedule 3.6, (b) to the extent set forth on the Latest Balance Sheet in the Financial Statements or the notes thereto, (c) for Liabilities incurred in the ordinary course of business after March 31, 2015, or (d) Liabilities incurred in connection with this Agreement or the Transaction.

3.7 Financial Statements. Meritas has made available to the Buyer or Merger Sub copies of the following financial statements (in each case, consisting of a balance sheet, income statement and statement of cash flows as of and for the years referenced therein) (collectively, the “Financial Statements”) (x) audited financial statements for OldCo on a consolidated basis as of and for the years ended June 30, 2012, 2013 and 2014 (the “Audited Financial Statements”) and (y) unaudited financial statements for OldCo on a consolidated basis as of and for the nine (9) month period ended March 31, 2015 (the “Unaudited Financial Statements”). Except as set forth on Schedule 3.7, each of the Financial Statements (a) fairly presents in all material respects the financial condition of OldCo on a consolidated basis, as applicable, as of its respective date, and the results of operations and cash flows of OldCo on a consolidated basis, as applicable, for the periods related thereto, subject, in the case of the Unaudited Financial Statements, to year-end adjustments, (b) was prepared based upon the books and records of OldCo, and (c) was prepared in accordance with GAAP, except in the case of the Unaudited Financial Statements for the absence of footnote disclosure and year-end adjustments. None of the Meritas Companies makes any representations or warranties, whether expressed or implied, at Law or in equity, in respect of any Projections or pro forma presentations, and any such representations or warranties are hereby expressly disclaimed.

3.8 Taxes.

(a) Except as set forth on Schedule 3.8(a), Meritas, OldCo and the Included Subsidiaries have timely filed (taking into account all valid and effective extensions thereof) all Tax Returns applicable to Meritas and the Included Subsidiaries required to be filed by them, and all such Tax Returns are complete and accurate in all material respects. None of Meritas, OldCo or any of the Included Subsidiaries has requested, or is the beneficiary of, any extension of time within which to file any such Tax Returns, other than an automatic extension of time not requiring the consent of any Governmental Authority. Except as set forth on Schedule 3.8(a), Meritas, OldCo and the Included Subsidiaries have paid and discharged all material Taxes due and owing by Meritas or any of the Included Subsidiaries (whether known or not shown on any Tax Return) due on or before the due date for payment thereof and have withheld, collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment all material Taxes required by Law to be withheld or collected. Meritas, OldCo and the Included

Subsidiaries are in compliance in all material respects with all applicable information reporting and Tax withholding requirements under non-U.S., U.S. federal, state, provincial and local Tax Laws.

(b) Except as set forth on Schedule 3.8(b)-1, no Tax audits or administrative or judicial Tax proceedings are being conducted, or, to Meritas’ Knowledge, pending or have been threatened with respect to Meritas, OldCo or any of the Included Subsidiaries. Except as set forth on Schedule 3.8(b)-2, none of Meritas, OldCo or any Included Subsidiary has received from any Taxing Authority (including jurisdictions where Meritas, OldCo and the Included Subsidiaries have not filed Tax Returns) any written (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, (iii) notice of deficiency or proposed adjustment for any amount of Tax, in each case applicable to Meritas, OldCo and the Included Subsidiaries or (iv) claim that could give rise to Taxes within the previous six (6) years by a Governmental Authority in a jurisdiction where Meritas, OldCo nor any of the Included Subsidiaries does not file Tax Returns. Neither Meritas, OldCo nor any of the Included Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that has not already expired. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been sought from, entered into or issued by any Governmental Authority with respect to Meritas, OldCo or any of the Included Subsidiaries within the previous six (6) years.

(c) There are no Liens for Taxes upon any property or assets of Meritas or any of the Included Subsidiaries other than Liens for current Taxes not yet due and payable.

(d) Except as set forth on Schedule 3.8(d), neither Meritas, OldCo, nor any of the Included Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in Tax method of accounting for a taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; or (v) election under Section 108(i) of the Code.

(e) Neither Meritas, OldCo nor any of the Included Subsidiaries has engaged in or entered into a “reportable transaction” within the meaning of Treasury Regulation 1.6011-4(b) (or any similar provision of state, local or foreign Tax Law).

(f) Except as set forth on Schedule 3.8(f), neither Meritas, OldCo nor any of the Included Subsidiaries the (i) has been a member of an affiliated group filing a consolidated, combined or unitary Tax Return or (ii) is liable for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) or as a transferee or successor, or otherwise.

(g) Neither Meritas, OldCo nor any of the Included Subsidiaries is a party to any Tax Sharing Agreements other than Commercial Agreements.

(h) Schedule 3.8(h) sets forth the U.S. federal income tax classification for each of Meritas and the Included Subsidiaries.

(i) Within the past two (2) years, no Included Subsidiary that is treated as a corporation for U.S. federal income Tax purposes has distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code (or any similar provision of state, local or foreign Tax Law).

(j) Except as set forth on Schedule 3.8(j), for the short taxable year that ends for U.S. federal income Tax purposes on the Closing Date and for any other tax periods for which U.S. federal income Tax Returns have not yet been filed, neither Meritas, OldCo nor any of the Included Subsidiaries will have any material item of Subpart F income (within the meaning of Section 952 of the Code). None of the Included Subsidiaries organized outside of the United States holds assets which are “United States property” within the meaning of Section 956 of the Code.

(k) None of the Included Subsidiaries organized outside the United States (i) is or has ever been a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a U.S. corporation under Section 7874(b) of the Code or (ii) was created or organized in the United States such that it would be taxable in the United States as a domestic entity pursuant to Treasury Regulation Section 301.7701-5(a).

(l) All material transfer pricing rules have been complied with by Meritas, OldCo and the Included Subsidiaries. All documentation required by all relevant transfer pricing laws have been timely prepared.

(m) No Included Subsidiary is, or has been, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

3.9 Material Contracts. Except as listed or described on Schedule 3.9 and for the Employee Plans and International Plans, as of the Agreement Date, neither Meritas nor any of the Included Subsidiaries is a party to or bound by any Contract of any of the types described below:

(a) any consulting agreement or employment agreement that provides for annual compensation to a Person exceeding One Hundred Fifty Thousand Dollars ($150,000) per year and which cannot be terminated by the Meritas Party thereto without penalty on notice of sixty (60) days or less;

(b) any Contract for capital expenditures or the acquisition of fixed assets in excess of Three Hundred and Fifty Thousand Dollars ($350,000);

(c) any Contract for the purchase, maintenance or acquisition of materials, supplies, merchandise, equipment, parts or other property or services (other than an ongoing license for, or for support or maintenance of, Software) which will extend over a period of more

than twelve (12) months and require remaining aggregate future payments in excess of Three Hundred and Fifty Thousand Dollars ($350,000);

(d) any Contract that restricts the right of any Meritas Company, or any of their respective current or future Affiliates (other than any Seller or any Excluded Subsidiary) to compete with any Person or provide any service to any Person in any geographic area;

(e) any Leases pertaining to any of the Leased Property or personal property that provides for a future liability in excess of Two Hundred and Fifty Thousand Dollars ($250,000) per year and which cannot be terminated by the Meritas Party thereto without penalty on notice of ninety (90) days or less;

(f) any Contract relating to the acquisition or disposition of any business, material asset or real property, other than any such Contract entered into in the ordinary course of business and requires aggregate payments in the future in excess of Two Hundred Thousand Dollars ($200,000) or which contains any material continuing obligations on the part of Meritas or the Included Subsidiary party thereto;

(g) any Contract relating to the borrowing of money, or the guaranty of another Person’s borrowing of money or other obligation, including all notes, mortgages, indentures and other obligations, guarantees or performance, agreements and instruments for or relating to any lending or borrowing, including any Indebtedness;

(h) any Contract granting any Person a Lien on any material assets or properties of Meritas or any Included Subsidiary, other than Permitted Liens and Liens which will be released at the Closing;

(i) any Contract relating to the development, ownership, licensing or use of any IP Rights material to the business of Meritas or any Included Subsidiary other than non-exclusive, end-user licenses for commercially available prepackaged Software with license, maintenance, support and other fees of less than One Hundred Thousand Dollars ($100,000) per year;

(j) any Bargaining Agreement or other Contract with any labor organization, union, association or works council;

(k) any Contract with any Governmental Entity; or

(l) any partnership, joint venture or other similar agreements or arrangements.

Meritas has made available to the Buyer or Merger Sub copies of the Material Contracts, and such copies are correct and complete as of the Agreement Date. Each Material Contract is in full force and effect, and represents a valid and binding obligation of Meritas or one of the Included Subsidiaries, as applicable and, to Meritas’ Knowledge, the other parties thereto, enforceable against Meritas or one of the Included Subsidiaries, as applicable, in accordance with its terms, except as enforcement thereof may be limited by applicable Insolvency Laws. Neither Meritas, any Included Subsidiary nor, to Meritas’ Knowledge, any other party to any Material Contract is in material breach of or material default under any Material Contract.

Neither Meritas nor any Included Subsidiary has received any written notice of termination of, or material dispute under, any Material Contract.

3.10 Real Property.

(a) Owned Property. Schedule 3.10(a) sets forth a list of all of the Owned Property. Meritas or one of the Included Subsidiaries has good, valid and marketable fee simple title to each parcel of Owned Property, free and clear of all Liens, except Permitted Liens.

(b) Leased Property. Schedule 3.10(b) sets forth a list of all Leased Property, and a list of all Leases for each such Leased Property. Meritas or one of the Included Subsidiaries has good and valid leasehold title to each Leased Property, free and clear of all Liens except Permitted Liens. Meritas made available to the Buyer or Merger Sub copies of the Leases (including all extensions, amendments and other modifications thereto), and such copies are true, correct and complete. The Leases for the Leased Real Property are in full force and effect, and neither Meritas nor any Included Subsidiary is, and, to Meritas’ Knowledge, the landlord under any such Lease is not, in default under any of such Leases, and no event has occurred or circumstance exists that with the giving of notice or the passage of time would constitute a default under any of such Leases. No representation or warranty is made herein regarding the status of the fee title (and any matters pertaining to such fee title) of any Leased Property; it being understood and agreed that the provisions of this Section 3.10(b), as they relate to Leased Property, pertain only to the leasehold interests of Meritas or the Included Subsidiaries, as applicable.

(c) Except for the Permitted Liens or as set forth on Schedule 3.10(c), with respect to each individual parcel of the Real Property:

(i) there is no pending, and none of Meritas, OldCo or any Included Subsidiary, or to Meritas’ Knowledge none of a landlord, sublessor or sub-sublessor of a Leased Property, as applicable, has received written notice of any litigation against Meritas, OldCo, any Included Subsidiary or any landlord, sublessor or sub-sublessor of a Leased Property, as applicable, that arises out of the use, ownership, lease or occupancy of such parcel of Real Property;

(ii) no consent, authorization, Order or approval of, or filing or registration with, any Governmental Authority or other person is required for the execution and delivery by Meritas, OldCo or any Included Subsidiary of this Agreement or the consummation by Meritas, OldCo or any Included Subsidiary of the Transaction;

(iii) Meritas, OldCo and the Included Subsidiaries, as applicable, have all material easements and Governmental Authorizations necessary to conduct the business of the applicable Included Subsidiary at such parcel of the Real Property as presently conducted thereon;

(iv) there are no pending, and none of Meritas, OldCo or any Included Subsidiaries, or to Meritas’ Knowledge none of a landlord, sublessor or sub-sublessor of a Leased Property, as applicable, has received a written notice of any

threatened, condemnation, eminent domain or similar proceedings with respect to such parcel of Real Property;

(v) each parcel of Real Property is zoned appropriately for the business of Meritas or the Included Subsidiary, as applicable, conducted thereon;

(vi) no written notice of any increase in the assessed valuation of such parcel of Real Property nor any notice of any contemplated special assessment has been received by Meritas, OldCo or any of the Included Subsidiaries, which increase was not reflected in payments made during 2014;

(vii) to Meritas’ Knowledge, such parcel of Real Property does not serve any adjoining property for any purpose, except as set forth in the Permitted Liens;

(viii) to Meritas’ Knowledge, all improvements on any such parcel of Real Property comply with all Laws and legal requirements independently and without benefit of any restrictions or burdens imposed upon other real property, or other rights with respect to any other real property, such as, for example: (x) parking facilities needed for the improvements but located on real property not constituting Real Property; (y) development restrictions affecting such other real property; or (z) other use or construction limitations affecting such other real property;

(ix) except as set forth on Schedule 3.10(b), there are no leases, subleases, licenses or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel of the Real Property and there is no Person (other than Meritas or the Included Subsidiaries, as applicable) in possession of such parcel of Real Property or any portion thereof;

(x) such parcel of Real Property is being operated in compliance in all material respects with the applicable requirements of Governmental Authorizations with respect to such Real Property and Governmental Authorities having jurisdiction over such parcel of Real Property, including, but not limited to, any fire, health, building, use, occupancy or zoning Laws, and none of Meritas, OldCo or any Included Subsidiaries, as applicable, has received any written notice of any violation thereof or any notice that any work is required to be done upon or in connection with such parcel of Real Property, where such work remains outstanding and, if unaddressed, would have a material adverse effect on the use of such parcel of Real Property as currently owned or leased and operated;

(xi) the improvements constructed at each such parcel of Real Property, including all leasehold improvements owned or leased, are sufficient, when considered as a whole, for the operation of the business as presently conducted;

(xii) such Real Property and the improvements thereon are in good operating condition and repair, subject to ordinary wear and tear, and are

sufficient for the continued use in the business after the Closing to the extent such use is substantially the same as that conducted prior to the Closing; and

(xiii) all guarantees requested in the Leases for Leased Property have been duly created in a timely manner in accordance with the terms of such Lease and applicable Law, and all such guarantees have been in existence and full force and effect at all times during the term of the applicable Lease.

(d) Meritas or one of the Included Subsidiaries holds a valid owner’s title policy for each parcel of Owned Property. True and correct copies of all such title policies have been made available to Buyer or Merger Sub. All such title policies are in full force and effect, and no insured under any such policy has made any claim under any such title policy. None of Meritas or the Included Subsidiaries has received any notice that any title policy is invalid or ineffective, in whole or in part. To Meritas’ Knowledge, there is no material title encumbrance or other exception that any such title policy should have disclosed but did not. Since the date of each such title policy, none of Meritas or the Included Subsidiaries has encumbered or conveyed any Real Property except immaterial utility easements and similar exceptions (not materially impairing value) entered into in the ordinary course of business.

(e) Meritas or one of the Included Subsidiaries has made available to Buyer or Merger Sub correct and complete copies of all surveys of the Real Property in Meritas’ or one of the Included Subsidiaries’ possession or reasonably available to such party. None of Meritas or the Included Subsidiaries is aware of any material change in the facts depicted in each such survey.

3.11 Personal Property. Except as set forth on Schedule 3.11 or as disposed of in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date, Meritas and the Included Subsidiaries have good and valid title to or good and valid leasehold interests in, all material items of tangible personal property applicable to the Included Subsidiaries, free and clear of all Liens, other than Permitted Liens, reflected on the Latest Balance Sheet as owned or leased by OldCo, Meritas or such Included Subsidiary.

3.12 Litigation. Except as set forth on Schedule 3.12, there are no, and during the past three (3) years there have been no, material Actions or Orders pending or, to Meritas’ Knowledge, threatened, against or by Meritas, OldCo or any of the Included Subsidiaries related to Meritas or any Included Subsidiary, nor is Meritas, OldCo or any of the Included Subsidiaries subject to or bound by any material Order related to Meritas or any Included Subsidiary.

3.13 Compliance with Laws.

(a) Except as set forth on Schedule 3.13, during the past five (5) years, (i) each of Meritas, OldCo and the Included Subsidiaries has materially complied, and is currently in material compliance, with all Laws applicable to Meritas or the Included Subsidiaries or to the operation of their respective businesses (including all applicable recruiting and marketing Laws) or to any assets owned or used by any of the respective businesses of Meritas and the Included Subsidiaries and (ii) neither OldCo nor Meritas nor any of the Included Subsidiaries has received any notice that any investigation or review by any Governmental Authority with respect to the

respective business of Meritas or the Included Subsidiaries or to any assets owned or used by the respective businesses of Meritas or the Included Subsidiaries is pending or that such investigation or review is contemplated.

(b) Meritas, OldCo and the Included Subsidiaries (i) have been in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”) and any other applicable United States and foreign Anti-corruption Laws; and (ii) during the past five (5) years, have not been investigated by any Governmental Authority with respect to, or been given notice by a Governmental Authority or any other Person of, any actual or alleged violation by Meritas, OldCo or the Included Subsidiaries of the FCPA or any other applicable United States or foreign Anti-corruption Laws.

(c) To Meritas’ Knowledge, during the past five (5) years, none of Meritas, OldCo or the Included Subsidiaries has, directly or indirectly through its Representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), offered, promised, paid, authorized or given, money or anything of value to any Person for the purpose of: (i) unlawfully influencing any act or decision of any Government Official or Other Covered Party; (ii) inducing any Government Official or Other Covered Party to do or omit to do an act in violation of a lawful duty; (iii) securing any improper advantage; or (iv) unlawfully inducing any Government Official or Other Covered Party to influence the act or decision of a government or government instrumentality, in order to obtain or retain business, or direct business to, any Person or entity, in any way.

(d) To Meritas’ Knowledge, during the past five (5) years, except as set forth on Schedule 3.13(d), none of Meritas, OldCo or the Included Subsidiaries has had a customer or supplier or other business relationship with, is a party to any Contract with, or has engaged in any transaction with, any Person that is the subject of any international economic or trade sanction administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority.

3.14 Intellectual Property.

(a) Schedule 3.14(a) lists each of the following owned by Meritas, OldCo and/or any of the Included Subsidiaries: (i) all issued or applied for Patents, setting forth in each case the jurisdictions in which such Patents have been issued or in which such Patent applications have been filed, (ii) all Trademark registrations (including domain name registrations) and applications for the registration of Trademarks, setting forth in each case the jurisdictions in which such Trademarks have been registered or such Trademark applications have been filed (other than with respect to domain name registrations, for which the applicable registrar is identified), (iii) all Copyright registrations and applications for the registration of Copyrights (the IP Rights described in subparts (i), (ii) and (iii), the “Registered IP”), and (iv) all material Software. Meritas, OldCo and/or the Included Subsidiaries, as relevant, have taken commercially reasonable actions to maintain all Registered IP material to the business of Meritas, OldCo or any of the Included Subsidiaries, including by paying any and all registration and maintenance fees due in respect of such Registered IP.

(b) Meritas, OldCo and/or one or more of the Included Subsidiaries owns all rights, title and interest in and to the IP Rights listed on Schedule 3.14(a), and each of Meritas, OldCo and the Included Subsidiaries owns all rights, title and interest in and to, or has the right to use, all other IP Rights necessary for the operation of its business as presently conducted, in each case, free and clear of all Liens, except for Permitted Liens and Liens arising in the ordinary course of business.

(c) Schedule 3.14(c) lists all Contracts relating to the use or exploitation of IP Rights owned by a third party, which are necessary for or actually used in the operation of the business of Meritas, OldCo and/or any of the Included Subsidiaries, excluding (i) licenses for commercially available off-the-shelf Software solely for internal use of Meritas, OldCo or the Included Subsidiaries, with annual license fees of $25,000 or less, and (ii) non-disclosure agreements entered into in the ordinary course of business (the IP Rights described in subparts (i) and (ii), the “Licensed IP”). Neither the execution, delivery and performance of this Agreement and the Transaction Agreements, nor the consummation of the Reorganization or any other transactions contemplated hereby or thereby, will result in the loss, forfeiture, termination, or impairment of, or give rise to a right of any Person to limit, terminate, or consent to the continued use of, the Licensed IP or any other rights of Meritas, OldCo or any of the Included Subsidiaries in any IP Rights.

(d) To Meritas’ Knowledge, neither Meritas, OldCo nor any of the Included Subsidiaries is currently infringing, misappropriating, diluting or otherwise violating, nor has infringed, misappropriated, diluted or otherwise violated, any IP Rights of any Person. Except as set forth on Schedule 3.14(d), neither Meritas, OldCo nor any of the Included Subsidiaries has received any written notices alleging Meritas, OldCo or any of the Included Subsidiaries is violating any IP Rights of any Person (including any cease and desist letters or written demands to license IP Rights from another Person).

(e) Except as set forth on Schedule 3.14(e), (i) to Meritas’ Knowledge, none of the Meritas Intellectual Property is being or has been infringed, misappropriated, diluted or otherwise violated by any Person, including without limitation, by any current or former officer, partner, employee, consultant or independent contractor of Meritas, OldCo or any of the Included Subsidiaries, and (ii) to Meritas’ Knowledge, there are no pending or threatened written claims or proceedings by any Person challenging the validity, enforceability, registration, ownership, or use of any Meritas Intellectual Property.

(f) Except as set forth on Schedule 3.14(f), or otherwise as licensed or granted on a non-exclusive basis by Meritas, OldCo or the Included Subsidiaries in the ordinary course of business, since December 31, 2013, none of Meritas, OldCo or any of the Included Subsidiaries has entered into any Contract to sell, assign, license or grant any rights or interests to any other Person with respect to any of the Meritas Intellectual Property.

(g) Meritas, OldCo and the Included Subsidiaries have taken commercially reasonable efforts to maintain the confidentiality of all trade secrets and other confidential information proprietary to Meritas, OldCo and/or any of the Included Subsidiaries or which Meritas, OldCo and/or any of the Included Subsidiaries are contractually required to maintain as confidential.

3.15 Absence of Changes. Since December 31, 2014, there has not been any change, effect, event, occurrence, state of facts or development which, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect with respect to Meritas and the Included Subsidiaries, taken as a whole. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.15, since December 31, 2014, each of Meritas, OldCo and the Included Subsidiaries has operated the business of the Included Subsidiaries only in the ordinary course of business consistent with past practice and there has not been by or with respect to Meritas, OldCo or the Included Subsidiaries:

(a) any declaration, setting aside or payment of any distribution (other than any distribution for the Sellers’ Taxes in the ordinary course of business) with respect to, or any direct or indirect redemption or acquisition of, any of the equity interests of Meritas or the Included Subsidiaries;

(b) any damage, destruction or loss to their respective property not covered by insurance in excess of One Hundred Thousand Dollars ($100,000) individually or Five Hundred Thousand Dollars ($500,000) in the aggregate;

(c) except in the ordinary course of business consistent with past practice, as required by applicable Law, as required under any Material Contract or as required by any Employee Plan or International Plan, any (i) grant of severance, termination or bonus payments or benefits to any Meritas Employee, consultant or contractor, (ii) increase in the compensation of any Meritas Employee, consultant or contractor, (iii) payment of any bonus to any Meritas Employee in excess of the target bonus for 2014 for such Meritas Employee, (iv) any other material increase in any pension, welfare, severance or other benefits of any Meritas Employee (v) adoption, material amendment or modification of any Employee Plan or International Plan or waiver of any terms or conditions thereof, including the performance or other criteria or condition to the payment or earning of compensation of benefits thereunder or (vi) adoption, amendment or entrance into any Bargaining Agreement, employment agreement or consulting agreement;

(d) any incurrence of, or announcement of any projects at any Target Group School that would require, capital expenditures in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate;

(e) any disposition of a material portion of the assets of Meritas and the Included Subsidiaries, except in the ordinary course of business consistent with past practice;

(f) any material change in the accounting methods, principles or practices used by Meritas or the Included Subsidiaries or by OldCo with respect to the Included Subsidiaries;

(g) any cancellation, compromise, settlement, or proposal to settle, any Action or enter into any consent decree or settlement agreement with any Governmental Authority;

(h) any material Tax election, settlement or compromise of any claim, notice, audit or assessment in respect of material Taxes or file any amended material Tax Return;

(i) any sale, transfer, assignment, license, pledge, encumbrance, abandonment, dedication to the public, permission to lapse, failure to maintain or other disposition of any material IP Rights of Meritas or the Included Subsidiaries; or

(j) any agreements or commitments, whether oral or in writing, to take any action described in this Section 3.15.

3.16 Insurance Policies. Meritas has made available to the Buyer or Merger Sub copies of all Insurance Policies, and such copies are correct and complete and have not been amended. Each of the Insurance Policies is in full force and effect. There has been no material claim made under an Insurance Policy at any time during the twelve (12) months ending on the Agreement Date. None of Meritas, OldCo or any of the Included Subsidiaries has received written notice under any Insurance Policy denying or disputing any claim (or coverage with respect thereto) made by Meritas, OldCo or the Included Subsidiaries regarding the termination, cancellation or material amendment of, or material premium increase with respect to, any Insurance Policy, in each case, at any time during the twelve (12) months ending on the Agreement Date.

3.17 Governmental Authorizations. Except as set forth on Schedule 3.17:

(a) each of Meritas and the Included Subsidiaries possesses all material Governmental Authorizations (including all Educational Approvals) necessary for the conduct of the business of Meritas and the Included Subsidiaries in the ordinary course of business consistent with past practice, and none of Meritas, OldCo or any of the Included Subsidiaries has received written notice from any Governmental Authority alleging that it is in violation in any material respect of any of the terms or conditions of any such Governmental Authorization;

(b) none of Meritas, OldCo or any of the Included Subsidiaries has received, during the twelve (12) months ending on the Agreement Date, written notice from any Governmental Authority that any of the Governmental Authorizations applicable to Meritas or the Included Subsidiaries will not be renewed, or will otherwise be revoked, withdrawn, cancelled, or suspended, and, to Meritas’ Knowledge, there are no proceedings pending to revoke, withdraw, cancel or suspend any such Governmental Authorization; and

(c) the Swiss Competition Commission has never issued a formal ruling or pronouncement declaring that Meritas, OldCo or any of the Included Subsidiaries have a “dominant position” or a “position of market power” in Switzerland.

3.18 Employee Benefit Plans.

(a) Schedule 3.18(a) lists: (i) each material International Plan; (ii) each “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including, but not limited to, any medical plan, life insurance plan, short-term or long-term disability plan, dental plan or retiree medical; (iii) each “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including, but not limited to, any excess benefit plan, top hat plan or deferred compensation plan or arrangement, nonqualified retirement plan or arrangement, qualified defined contribution or defined benefit arrangement; and (iv) each other benefit plan, policy, program, arrangement or agreement, including, but not limited to, any material fringe benefit plan or program, bonus or

incentive plan, equity bonus or incentive plan, vacation pay, bonus program, service award, moving expense, deferred bonus plan, salary reduction agreement, change-of-control, severance or retention agreement, employment agreement or consulting agreement, whether funded or unfunded, written or unwritten and which in all cases, is sponsored or maintained by Meritas, OldCo or the Included Subsidiaries for the benefit of the Meritas Employees, or pursuant to which Meritas, OldCo or the Included Subsidiaries has or may have any liability, contingent or otherwise (each an “Employee Plan”). Meritas has made available to the Buyer or Merger Sub, to the extent applicable, (i) copies of the written Employee Plans and International Plans in effect as of the Agreement Date (or, to the extent no such copy exists, an accurate description of the material terms thereof), and such copies are correct and complete as of the Agreement Date, (ii) the most recent IRS determination or opinion letter, (iii) the most recent summary plan description (including any summary of material modification), and (iv) for the three most recent plan years for which such reports or statements were prepared, (A) the plan’s annual reports on Form 5500, (B) financial statements, and (C) actuarial valuation reports.

(b) Each Employee Plan (A) has been operated and administered in all material respects in compliance with its terms (except as otherwise required by Law), all applicable requirements of ERISA, the Code and other applicable Law and with any applicable reporting and disclosure requirements; and (B) that is intended to be qualified under Section 401(a) of the Code, has received, or has been submitted and is reasonably expected to receive, a favorable determination letter or opinion letter from the Internal Revenue Service. With respect to each Employee Plan, to Meritas’ Knowledge, no Person has entered into any nonexempt “prohibited transaction,” as such term is defined in ERISA or the Code.

(c) No Employee Plan (i) is a “multiemployer plan” within the meaning of Section 3(37) or 4001 of ERISA, (ii) is subject to the funding requirements of Section 412 of the Code or Section 302 or Title IV of ERISA, or (iii) provides for post-retirement medical, life insurance or other welfare-type benefits (other than as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or under a similar applicable state Law). Neither Meritas, OldCo nor any Included Subsidiary has any outstanding liability under Title IV of ERISA.

(d) Except set forth on Schedule 3.18(d), the execution of this Agreement and the consummation of the transactions contemplated herein will not, by itself or in combination with any other event (regardless of whether that other event has or will occur), result in (i) any payment (whether of severance pay or otherwise) becoming due from or under any Employee Plan or International Plan to any current or former Meritas Employee or any current or former director, officer or consultant of Meritas, OldCo or any Included Subsidiary or (ii) the accelerated vesting or timing of payment or increases in the amount of any benefit payable to or in respect of any such current or former Meritas Employee or any current or former director, officer, consultant of Meritas, OldCo or any Included Subsidiary.

(e) Each Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance is applicable to such Employee Plan. There is no agreement, plan or

other arrangement to which Meritas, OldCo or any Included Subsidiary is a party or by which it is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code.

(f) Meritas, OldCo and each Included Subsidiary, as applicable, have performed all obligations required with respect to each International Plan. Each International Plan has been maintained in material compliance with its terms and with any Law. All payments (including premiums due) and all employer and employee contributions required to have been collected in respect of each International Plan have been paid when due, or if applicable, accrued on the balance sheet of the applicable entity. There are no material Taxes, penalties or fees are owing or assessable under or against any International Plan. To Meritas’ Knowledge, no event has occurred with respect to any International Plan which is tax qualified or registered under Law which would result in the revocation or loss of such tax-qualified status or registration of such International Plan, or which would entitle any Person (without the consent of the sponsor of such International Plan) to wind up or terminate any such International Plan, in whole or in part. There are no going-concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies with respect to any International Plans. No contribution holidays have been taken under any of the International Plans, and there have been no withdrawals of assets or transfers of assets from any International Plan, except in accordance with Law.

(g) Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties set forth in this Section 3.18 shall constitute the sole and exclusive representations and warranties made by Meritas and OldCo with respect to any and all Employee Plan and International Plan matters related to Meritas, OldCo and the Included Subsidiaries, and no other representation or warranty contained in any other section of this Agreement shall be deemed to be made with respect to the subject matter set forth in this Section 3.18.

3.19 Environmental Matters. Except as set forth in Schedule 3.19:

(a) each of Meritas, OldCo and the Included Subsidiaries is in material compliance with Environmental Laws applicable to the operations of the business of the Included Subsidiaries;

(b) there are no claims against Meritas, OldCo and the Included Subsidiaries arising under any Environmental Laws or concerning the Release of or exposure of persons to any Hazardous Materials;

(c) each of Meritas, OldCo and the Included Subsidiaries possesses all material Environmental Permits required to operate the business of the Included Subsidiaries;

(d) to Meritas’ Knowledge, there are no Hazardous Materials present at any of the Real Property in a condition or in quantities reasonably likely to result in liability under any Environmental Laws or liability based upon the exposure of any person to such Hazardous Materials;

(e) each of Meritas, OldCo and the Included Subsidiaries has provided all material documents regarding environmental matters including all Phase I environmental site assessments or environmental audits for the Real Property; and

(f) each of Meritas, OldCo and the Included Subsidiaries has not acquired any Liabilities concerning environmental matters or arising under any Environmental Laws by Contract or, to Meritas’ Knowledge, by operation of law.

3.20 Labor Matters. Except as set forth in Schedule 3.20:

(a) during the twelve (12) months ending on the Agreement Date, neither Meritas, OldCo nor any of the Included Subsidiaries has experienced any strike, slowdown, work stoppages, material grievance, unfair labor practice charge or other material labor dispute with respect to any Meritas Employee; and, to Meritas’ Knowledge, no such activities have been threatened in writing by any unions, employee representatives or current or former Meritas Employees;

(b) neither Meritas, OldCo nor any of the Included Subsidiaries is a party to, or otherwise bound by, any Bargaining Agreement or other labor union Contract applicable to any Meritas Employee and nor has Meritas, OldCo or any of the Included Subsidiaries recognized any trade union or works council whether voluntarily or otherwise. To the Meritas’ Knowledge, no labor organization, trade union, works council or group of employees has engaged in any organizing activity or made a pending demand for recognition or election, and there are no representation or election proceedings or petitions seeking a representation or election proceeding presently pending or, to Meritas’ Knowledge, threatened to be brought or filed, with a labor relations tribunal or otherwise in any applicable jurisdiction with respect to any Meritas Employees; and

(c) except as could not reasonably be expected to result in a liability to the Buyer Parties or any of their respective Affiliates, Meritas or any Included Subsidiary, each Meritas Party is in material compliance with all applicable Laws pertaining to employment, employment practices, labor, collective bargaining, discrimination, parental leave and pay, immigration control, information and data privacy and security, terms and conditions of employment, wages and hours, employment standards, human rights, occupational safety, workers’ compensation, mass layoffs, collective redundancies, proper classification of employees as exempt and non-exempt and as employees and independent contractors and plant closings.

(d) there are no Actions pending against Meritas, OldCo or the Included Subsidiaries, or to Meritas’ Knowledge, threatened in writing to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former Meritas Employee, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws, in each case, that individually or in the aggregate, have resulted in, or would reasonably be expected to result in Losses in excess of $500,000.

3.21 Affiliate Transactions.

(a) Schedule 3.21(a) lists all Contracts and other agreements, arrangements or understandings between any Meritas Company, on the one hand, and any of the Sellers or any of their respective Affiliates (including any other Meritas Party or any Excluded Subsidiary) (“Meritas Affiliate Transactions”), on the other hand, except for any such Contracts, agreements, arrangements or understandings that will be terminated as of the Closing Date as a result of this Transaction.

(b) Schedule 3.21(b) sets forth the Shared Contracts, other than (i) confidentiality agreements, (ii) employment, retention or similar agreements and (iii) any other Shared Contract that, if terminated, would not reasonably be expected, individually or in the aggregate, to materially and adversely impair the conduct of the business of the Meritas Companies, taken as a whole, in substantially the manner currently conducted.

(c) No executive officer or director of any of the Meritas Parties or any Excluded Subsidiary, or their respective relatives or spouses, (i) is party to any material Contract or other business arrangement (other than employment, retention or similar agreements and Employee Plans) with any Meritas Company that is not terminable at will by the Meritas Company without payment or penalty or will not be terminated as of the Closing Date as a result of the transactions, or (ii) owns any material property, asset or right, tangible or intangible, which is used by any Meritas Company.

3.22 Sufficiency of Assets. The assets, properties, rights (including IP Rights), titles and interests of the Meritas Companies, after giving effect to the consummation of the Reorganization, together with (i) the Shared Contracts and (ii) any assets, properties, rights, titles and interests, the benefits of which are provided to the Buyer Parties or the Included Subsidiaries following the Closing pursuant to any Transaction Agreement or other Contract executed at Closing pursuant to the terms hereof including the Transition Services Agreement constitute all of the assets, properties, rights (including IP Rights), titles and interests necessary to operate the business of the Target Group Schools after Closing in substantially the manner as it was conducted immediately prior to Closing, provided, however, the foregoing is subject to the limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases, as the case may be, of Contracts, and any claim or right or benefit arising thereunder or resulting therefrom, may require consent of a Person or Governmental Authority, which has not been obtained, and that such matters are addressed elsewhere in this Agreement and the other Transaction Agreements.

3.23 Brokers. Other than the Meritas’ Investment Banker, none of the Meritas Parties, OldCo nor any of the Excluded Subsidiaries or any of their respective agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the Transaction.

3.24 Compliance with Regulatory Requirements and Educational Laws.

(a) Since the Compliance Date, each Included Subsidiary and Target Group School has maintained in all material respects all Educational Approvals required to conduct its business as currently conducted. Schedule 3.24(a) contains a complete list of all material

Educational Approvals maintained by the Included Subsidiaries and the Target Group Schools that are required by any Educational Law. Since the Compliance Date, no application made by any Target Group School for any Educational Approval has been denied. Each Educational Approval listed on Schedule 3.24(a) is in full force and effect, in all material respects, and is a valid, binding and enforceable obligation by or against the Target Group Schools.

(b) Since the Compliance Date, each Included Subsidiary and Target Group School has been in compliance in all material respects with all applicable Educational Laws. Except as set forth on Schedule 3.24(b), to Meritas’ Knowledge, since the Compliance Date, each Target Group School has been in compliance in all material respects with the terms and conditions of all Educational Approvals and has received no notices that it is in violation of any of the material terms or conditions of any Educational Law or Educational Approval, including any requirements related to state scholarship or student aid programs, or alleging the failure to hold or obtain any Educational Approval required to conduct its business as presently conducted. Since the Compliance Date, no Target Group School has been directed to show cause why any Educational Approval should not be revoked. There are no proceedings pending or threatened to revoke, suspend, cancel, limit or withdraw any Educational Approvals.

(c) Since the Compliance Date, each Included Subsidiary and Target Group School has complied in all material respects with the Laws of the United States Student Exchange Visitor Program (“SEVP”) to the extent applicable to them and there are no proceedings pending or threatened to revoke, suspend, cancel, limit, adversely modify or withdraw any SEVP certification or other approval held by the Included Subsidiaries and the Target Group Schools.

(d) Other than with respect to the representations and warranties contained in Section 3.5, this Section 3.24 constitutes the sole and exclusive representations and warranties of Meritas with respect to any matters relating to Educational Laws or Educational Approvals.

3.25 Closing Purchase Price Allocation Schedule. The Closing Purchase Price Allocation Schedule shall set forth the name of each Seller, along with the portion of the Purchase Price payable to each Seller, and the Closing Purchase Price Allocation Schedule and the amounts set forth therein shall be prepared and calculated in accordance with and shall not breach or violate in any respect, the terms of the Meritas Operating Agreement, the Organizational Documents of Meritas and Chengdu, the 2010 Equity Incentive Plan and applicable Law. Amounts set forth in the Closing Purchase Price Adjustment Schedule (as the same may be updated pursuant to Section 2.11), when paid will be in full satisfaction of any rights or claims of, or distributions, payments or other amounts owed to, such Seller on account of his, her or its Meritas Units pursuant to the Meritas Operating Agreement, the 2010 Equity Incentive Plan and applicable Law as a result of the consummation of the Transaction. Neither the Reorganization nor any of the transactions contemplated thereby shall breach or violate in any respect, the terms of the Meritas Operating Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CHENGDU

Except as set forth in the applicable Schedules, Chengdu hereby represents and warrants to the Buyer Parties as follows:

4.1 Organization and Qualification. Chengdu and each of its Subsidiaries is duly incorporated or organized (as applicable), validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization (as applicable). Except as set forth on Schedule 4.1, Chengdu and each of its Subsidiaries (i) has the requisite power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business, and is in good standing in each jurisdiction in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except such jurisdictions where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Chengdu and its Subsidiaries, taken as a whole. Chengdu has made available to the Buyer copies of the Organizational Documents of Chengdu and its Subsidiaries, and such copies are true, correct and complete as of the Agreement Date and such Organizational Documents are in full force and effect.

4.2 Authority, Due Execution and Binding Effect. Chengdu has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which it is a party, to consummate the Transaction and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by Chengdu and, at the Closing, each of the Transaction Agreements to which Chengdu is a party will be duly and validly executed and delivered by Chengdu. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements will constitute, upon such execution and delivery hereof or thereof, the valid and binding obligations of Chengdu, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable Insolvency Laws.

4.3 Capitalization and Subsidiaries of Chengdu.

(a) There are 50,000 ordinary shares of $1.00 par value each in the authorized capital of Chengdu of which one hundred (100) are issued and outstanding (the “Chengdu Shares”). Other than the Chengdu Shares, there are no outstanding equity interests (including any securities convertible or exchangeable into equity interests) in Chengdu. All of the Chengdu Shares are owned by the Chengdu Stockholder, and the Chengdu Stockholder owns beneficially and of record such Chengdu Shares free and clear of any Lien. Each Chengdu Share is duly authorized, validly issued, fully paid and nonassessable and has not been issued in violation of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, or other similar rights or restrictions. Except as set forth on Schedule 4.3-1, there are no (i) outstanding preemptive, conversion, subscription or other rights, warrants, calls, options, commitments or agreements to issue, purchase or register any Chengdu Shares, (ii) voting trusts,

stockholder agreements, proxies or other agreements or understandings to which Chengdu is a party or by which Chengdu is bound with respect to the voting, transfer or other disposition of its equity interests, (iii) stock appreciation rights, participations, phantom equity or similar rights granted in respect of the Chengdu Shares, or (iv) bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the Chengdu Stockholder may vote.

(b) All of the Subsidiaries of Chengdu and their respective (i) organizational structure, (ii) jurisdiction of organization, (iii) authorized, issued and outstanding equity interests, and (iv) legal ownership of record, in each case as applicable, are identified on Schedule 4.3-2. All of the issued and outstanding equity interests (including any securities convertible or exchangeable into equity interests) of each Subsidiary of Chengdu, as applicable, are owned beneficially and of record by Chengdu, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such equity interests or other voting securities); provided, however, that Chengdu is the sole sponsor of the Chengdu School, and therefore, the Chengdu School is deemed a Subsidiary of Chengdu for purposes of this Agreement. Each equity interest (including any securities convertible or exchangeable into equity interests) of the Subsidiaries of Chengdu, as applicable, is duly authorized, validly issued, fully paid and nonassessable and has not been issued in violation of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, or other similar rights or restrictions. There are no (A) outstanding preemptive, conversion, subscription or other rights, warrants, calls, options, commitments or agreements to issue, purchase or register any equity interests (including any securities convertible or exchangeable into equity interests) of any Subsidiary of Chengdu, (B) voting trusts, equityholder agreements, proxies or other agreements or understandings to which such Subsidiary of Chengdu is a party or by which such Subsidiary of Chengdu is bound with respect to the voting, transfer or other disposition of its equity interests (including any securities convertible or exchangeable into equity interests), (C) stock appreciation rights, participations, phantom equity or similar rights granted in respect of any equity interests (including any securities convertible or exchangeable into equity interests) of any Subsidiary of Chengdu, or (D) bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the equityholders of any Subsidiary of Chengdu may vote.

(c) Chengdu and its Subsidiaries do not own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any Person other than the Subsidiaries of Chengdu.

4.4 No Conflict. Neither the execution and delivery of this Agreement or any of the Transaction Agreements to which Chengdu is a party, nor the consummation by Chengdu of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of Chengdu’s Organizational Documents or any material Legal Requirement, Governmental Authorization or Contract to which Chengdu, any of its Subsidiaries or the Chengdu School may be subject; or

(b) give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of,

or to cancel, terminate, modify, withdraw or suspend any material Legal Requirement, Governmental Authorization or Contract applicable to Chengdu, any of its Subsidiaries or the Chengdu School.

4.5 No Consent Required. No material Consent, notification to or declaration, filing or registration with, any Person is required to be made or obtained by Chengdu, any of its Subsidiaries or the Chengdu School in connection with the execution or delivery of this Agreement, any of the Transaction Agreements to which such Person is a party or the performance by such Person of the Transaction, or in order to prevent the termination or material modification of any material right, privilege, license or qualification of the Chengdu School.

4.6 No Undisclosed Liabilities. Chengdu and its Subsidiaries do not have any material Liabilities, on a consolidated basis, required to be reflected in, reserved against, disclosed on or provided for in the Chengdu Financial Statements or notes thereto in accordance with China Accounting Standards except (a) as set forth on Schedule 4.6, (b) to the extent set forth on the Chengdu Latest Balance Sheet in the Chengdu Financial Statements or the notes thereto, (c) for Liabilities incurred in the ordinary course of business after the Chengdu Latest Balance Sheet Date, or (d) Liabilities incurred in connection with this Agreement or the Transaction.

4.7 Financial Statements. Chengdu has made available to the Buyer or Merger Sub copies of the Chengdu Financial Statements. Except as set forth on Schedule 4.7, each of the Chengdu Financial Statements (a) fairly presents in all material respects the financial condition of Chengdu WFOE and its Subsidiaries on a consolidated basis, as applicable, as of its respective date, and the results of operations and cash flows of Chengdu WFOE and its Subsidiaries on a consolidated basis, as applicable, for the periods related thereto, subject, in the case of the Chengdu Unaudited Financial Statements, to year-end adjustments, (b) was prepared, in all material respects, based upon the books and records of Chengdu WFOE and (c) was prepared, in all material respects, in accordance China Accounting Standards, except in the case of the Chengdu Unaudited Financial Statements for the absence of footnote disclosure and year-end adjustments. Neither Chengdu nor any of its Subsidiaries makes any representations or warranties, whether expressed or implied, at Law or in equity, in respect of any Chengdu Projections, and any such representations or warranties are hereby expressly disclaimed.

4.8 Taxes.

(a) Except as set forth on Schedule 4.8(a), Chengdu and its Subsidiaries have timely filed (taking into account all valid and effective extensions thereof) all Tax Returns required to be filed by them, and all such Tax Returns are complete and accurate in all material respects. Chengdu and its Subsidiaries have paid and discharged all material Taxes due and owing by them (whether or not shown on any Tax Returns) on or before the due date for payment thereof and have withheld, collected and paid over to the appropriate Governmental Authorities or is properly holding for such payment all material Taxes required by Law to be withheld or collected. Chengdu and its Subsidiaries are in compliance in all material respects with all applicable information reporting and Tax withholding requirements under non-U.S., U.S. federal, state, provincial and local Tax Laws.

(b) Except as set forth on Schedule 4.8(b)-1, no Tax audits or administrative or judicial Tax proceedings, examinations, or requests for information are being conducted, or, to Chengdu’s Knowledge, pending or have been threatened with respect to Chengdu or any of its Subsidiaries. Except as set forth on Schedule 4.8(b)-2, neither Chengdu nor its Subsidiaries has received from any Taxing Authority claim that could give rise to Taxes within the previous six (6) years by a Governmental Authority in a jurisdiction where Chengdu nor any of its Subsidiaries does not file Tax Returns. Neither Chengdu nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that has not already expired. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been sought from, entered into or issued by any Governmental Authority with respect to Chengdu or any of its Subsidiaries since the date of such entity’s formation.

(c) Except as set forth on Schedule 4.8(c), neither Chengdu nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in Tax method of accounting for a taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date.

(d) Neither Chengdu nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated, combined or unitary Tax Return or (ii) is liable for the Taxes of any Person under any state, local or foreign Tax Law similar to Treasury Regulation Section 1.1502-6, or as a transferee or successor or by Contract.

(e) Schedule 4.8(e) sets for the U.S. federal income tax classification for each of Chengdu and its Subsidiaries.

(f) Neither Chengdu nor any of its Subsidiaries (i) is or has ever been a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a U.S. corporation under Section 7874(b) of the Code or (ii) was created or organized in the United States such that it would be taxable in the United States as a domestic entity pursuant to Treasury Regulation Section 301.7701-5(a).

(g) All material transfer pricing rules have been complied with by Chengdu and its Subsidiaries. All documentation required by all relevant transfer pricing laws have been timely prepared.

4.9 Material Contracts. Except as listed or described on Schedule 4.9, as of the Agreement Date, neither Chengdu nor any of its Subsidiaries is a party to or bound by any Contract of any of the types described below:

(a) any consulting agreement or employment agreement that provides for annual compensation to a Person exceeding 1,000,000 Chinese Yuan per year and which cannot be terminated by Chengdu without penalty on notice of ninety (90) days or less;

(b) any Contract for capital expenditures or the acquisition of fixed assets in excess of 1,000,000 Chinese Yuan;

(d) any Contract that restricts the right of Chengdu or its Subsidiaries to engage in any line of business, compete with any Person or provide any service to any Person;

(e) any leases, subleases and other material agreements pertaining to any of the Leased Property or personal property that provide for a future liability in excess of 500,000 Chinese Yuan per year and which cannot be terminated by Chengdu or one of its Subsidiaries without penalty on notice of ninety (90) days or less for a cost of 500,000 Chinese Yuan or less;

(f) any Contract relating to the acquisition or disposition of any business, material asset or real property, other than any such Contract entered into in the ordinary course of business;

(h) any Contract granting any Person a Lien on any material assets or properties of Chengdu or any of its Subsidiaries, taken as a whole, other than Permitted Liens and Liens which will be released at the Closing;

(i) any Contract under which Chengdu or its Subsidiaries has granted or received a material license or sublicense with respect to IP Rights, other than non-exclusive, end-user licenses for commercially available prepackaged Software with license, maintenance, support and other fees of less than 500,000 Chinese Yuan per year;

(j) any Bargaining Agreement or other Contract with any labor organization, union or association; or

(k) any Contract with any Governmental Entity.

Chengdu has made available to the Buyer copies of the Chengdu Material Contracts, and such copies are correct and complete as of the Agreement Date. Each Chengdu Material Contract is in full force and effect, and represents a valid and binding obligation of Chengdu or one of its Subsidiaries, as applicable and, to Chengdu’s Knowledge of, the other parties thereto, enforceable against Chengdu or one of its Subsidiaries, as applicable, in accordance with its terms, except as enforcement thereof may be limited by applicable Insolvency Laws. Neither Chengdu, any of its Subsidiaries nor, to Chengdu’s Knowledge, any other party to any Chengdu Material Contract is in material breach of or material default under any Chengdu Material

Contract. Neither Chengdu nor any of its Subsidiaries has received any written notice of termination of, or material dispute under, any Chengdu Material Contract.

4.10 Real Property.

(a) Owned Property. Schedule 4.10(a) sets forth a list of all of the Chengdu Owned Property as of the Agreement Date. Chengdu or one of its Subsidiaries owns each parcel of Chengdu Owned Property, free and clear of all Liens, except Permitted Liens.

(b) Leased Property. Schedule 4.10(b) sets forth a list of all Chengdu Leased Property as of the Agreement Date, and a list as of the Agreement Date of all Leases for each such Chengdu Leased Property. Chengdu made available to the Buyer copies of the Leases (including all extensions, amendments and other modifications thereto), and such copies are correct and complete as of the Agreement Date. No representation or warranty is made herein regarding the status of the ownership (and any matters pertaining to such ownership) of any Chengdu Leased Property; it being understood and agreed that the provisions of this Section 4.10(b), as they relate to Chengdu Leased Property, pertain only to the leasehold interests of Chengdu or its Subsidiaries, as applicable.

4.11 Personal Property. Except as set forth on Schedule 4.11 or as disposed of in the ordinary course of business consistent with past practice since the Chengdu Latest Balance Sheet Date, each of Chengdu and its Subsidiaries have good and valid title to or good and valid leasehold interests in, all material items of tangible personal property, free and clear of all Liens, other than Permitted Liens, reflected on the Chengdu Latest Balance Sheet as owned or leased by Chengdu or such Subsidiary.

4.12 Litigation. There are no, and during the past three (3) years there have been no, material Actions or Orders pending or, to Chengdu’s Knowledge, threatened, against or by Chengdu and its Subsidiaries, nor is Chengdu or any of its Subsidiaries subject to or bound by any material Order.

4.13 Compliance with Laws. Except as set forth on Schedule 4.13, to Chengdu’s Knowledge, during the past three (3) years, each of Chengdu and its Subsidiaries has complied, and is in compliance, with all Laws applicable to it or to the operation of its business (including all applicable recruiting and marketing Laws), except where any non-compliance with any such Law would not reasonably be expected to have a Material Adverse Effect with respect to Chengdu and its Subsidiaries, taken as a whole.

4.14 Intellectual Property.

(a) Schedule 4.14(a) lists each of the following owned by Chengdu and/or any of its Subsidiaries (i) all Patents and applications for Patents, setting forth in each case the jurisdictions in which issued Patents have been issued and applications have been filed, (ii) all Trademark registrations (including domain name registrations) and applications for Trademarks, setting forth in each case the jurisdictions in which such Trademarks have been registered and applications have been filed (other than with respect to domain name registrations, for which the applicable registrar is identified), (iii) all Copyright registrations and applications for Copyrights (the IP Rights described in subparts (i), (ii) and (iii), the “Chengdu Registered IP”), and (iv) all

material Software. Chengdu and/or its Subsidiaries, as relevant, have taken commercially reasonable actions to maintain all Chengdu Registered IP material to the business of Chengdu or any of its Subsidiaries, including by paying any and all registration and maintenance fees due in respect of such Chengdu Registered IP.

(b) Chengdu and/or one or more of its Subsidiaries owns all rights, title and interest in and to the IP Rights listed on Schedule 4.14(a), and each of Chengdu and its Subsidiaries owns all rights, title and interest in and to, or has the right to use all other IP Rights necessary for the operation of its business as presently conducted, in each case relating to the IP Rights owned by each of Chengdu and its Subsidiaries, free and clear of all Liens, except for Permitted Liens and Liens arising in the ordinary course of business.

(c) Schedule 4.14(c) lists all Contracts for IP Rights owned by a third party and necessary for the operation of the business of Chengdu and/or any of its Subsidiaries, excluding (i) licenses for commercially available off-the-shelf Software solely for internal use of Chengdu or its Subsidiaries and any Software licenses for which the aggregate license fee is $25,000 or less, and (ii) non-disclosure agreements entered into in the ordinary course of business.

(d) To Chengdu’s Knowledge, neither Chengdu nor any of its Subsidiaries is currently infringing, misappropriating or otherwise violating, nor has infringed, misappropriated or otherwise violated, any IP Rights of any Person, except as would not reasonably be expected to have a Material Adverse Effect with respect to Chengdu and its Subsidiaries, taken as a whole. Except as set forth on Schedule 4.14(d), neither Chengdu nor any of its Subsidiaries has received any written notices alleging Chengdu or any of its Subsidiaries is violating any IP Rights of any Person (including any cease and desist letters or written demands to license IP Rights from another Person).

(e) Except as set forth on Schedule 4.14(e), (i) to Chengdu’s Knowledge, none of the Chengdu Intellectual Property is being or has been (except as would not reasonably be expected to have a Material Adverse Effect with respect to Chengdu and its Subsidiaries, taken as a whole) infringed, misappropriated or otherwise violated by any Person, including without limitation, by any current or former officer, partner, employee, consultant or independent contractor of Chengdu or any of its Subsidiaries, and (ii) to Chengdu’s Knowledge, there are no pending or threatened written claims or proceedings by any Person challenging the validity or enforceability of, or use by Chengdu and/or its Subsidiaries, or ownership of, any Chengdu Intellectual Property.

(f) Except as set forth on Schedule 4.14(f), or otherwise as licensed or granted by Chengdu or its Subsidiaries in the ordinary course of business, since December 31, 2014, neither Chengdu nor any of its Subsidiaries has entered into any Contract to sell, assign, license or grant any rights or interests to any other Person with respect to any of the Chengdu Intellectual Property.

(g) To Chengdu’s Knowledge, Chengdu and its Subsidiaries have taken commercially reasonable efforts to maintain the confidentiality of all trade secrets and other

confidential information proprietary to Chengdu and/or any of its Subsidiaries or which Chengdu and/or any of its Subsidiaries are contractually required to maintain as confidential.

4.15 Absence of Changes. Since the date of the Chengdu Latest Audited Balance Sheet, there has not been any change, effect, event, occurrence, state of facts or development which, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect with respect to Chengdu and its Subsidiaries, taken as a whole. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.15, since the date of the Chengdu Latest Audited Balance Sheet, each of Chengdu and its Subsidiaries has operated its business only in the ordinary course of business consistent with past practice and there has not been by or with respect to Chengdu or its Subsidiaries:

(a) any declaration, setting aside or payment of any distribution with respect to, or any direct or indirect redemption or acquisition of, any of the equity interests of Chengdu;

(b) any damage, destruction or loss to their respective property not covered by insurance in excess of 1,000,000 Chinese Yuan individually or 2,500,000 Chinese Yuan in the aggregate;

(c) except in the ordinary course of business consistent with past practice, as required by applicable Law, as required under any Chengdu Material Contract or as required by any Employee Plan, any (i) grant of severance, termination or bonus payments or benefits to any director, officer or employee of Chengdu or its Subsidiaries, (ii) increase in the compensation of any director, officer or employee of Chengdu or its Subsidiaries in excess of ten percent (10%) from the preceding calendar year, (iii) payment of any bonus to any director, officer or employee of Chengdu or its Subsidiaries in excess of the target bonus for 2014 for such director, officer or employee or (iv) any other material increase in any pension, welfare, severance or other benefits of any director, officer or employee of Chengdu or its Subsidiaries;

(d) any incurrence of capital expenditures in excess of 1,000,000 Chinese Yuan individually or 2,500,000 Chinese Yuan in the aggregate;

(e) any disposition of a material portion of the assets of Chengdu and its Subsidiaries;

(f) any change in the accounting methods, principles or practices used by Chengdu or its Subsidiaries;

(g) any material Tax election, settlement or compromise of any claim, notice, audit or assessment in respect of material Taxes or file any amended material Tax Return;

(h) any cancellation, compromise, settlement, or proposal to settle, any Action or entry into any consent decree or settlement agreement with any Governmental Authority; or

(i) any agreements or commitments, whether oral or in writing, to take any action described in this Section 4.15.

4.16 Insurance Policies. Chengdu has made available to the Buyer or Merger Sub copies of all Chengdu Insurance Policies, and such copies are correct and complete. Each of the Chengdu Insurance Policies is in full force and effect. There has been no material claim made under a Chengdu Insurance Policy at any time during the twelve (12) months ending on the Agreement Date. Neither Chengdu nor any of its Subsidiaries has received written notice under any Insurance Policy denying or disputing any claim (or coverage with respect thereto) made by Chengdu or its Subsidiaries regarding the termination, cancellation or material amendment of, or material premium increase with respect to, any Chengdu Insurance Policy, in each case, at any time during the twelve (12) months ending on the Agreement Date.

4.17 Governmental Authorizations. Except as set forth on Schedule 4.17, each of Chengdu and its Subsidiaries possesses all Governmental Authorizations necessary for the conduct of its business in the ordinary course of business consistent with past practice, and neither Chengdu nor any of its Subsidiaries has received written notice from any Governmental Authority alleging that it is in violation in any material respect of any of the terms or conditions of any such Governmental Authorization. Neither Chengdu nor any of its Subsidiaries has received, during the twelve (12) months ending on the Agreement Date, written notice from any Governmental Authority that any of the Governmental Authorizations will not be renewed, or will otherwise be revoked, withdrawn, cancelled or suspended, and, to Chengdu’s Knowledge, there are no proceedings pending to revoke, withdraw, cancel or suspend any such Governmental Authorization. Chengdu School has obtained the requisite approval from the Ministry of Education of the PRC as required by applicable Law.

4.18 Environmental Matters.

(a) Except as set forth in Schedule 4.18, each of Chengdu and its Subsidiaries is in material compliance with and there are no pending Actions relating to, Environmental Laws applicable to the operations of its business or concerning the Release of, or exposure of Persons to, any Hazardous Materials.

(b) To Chengdu’s Knowledge, there are no Hazardous Materials present at any of the Chengdu Real Property in a condition or in quantities reasonably likely to result in liability under any Environmental Laws or liability based upon the exposure of any person to such Hazardous Materials.

4.19 Affiliate Transactions. Schedule 4.19(a) lists all Contracts and other agreements, arrangements or understandings between any of Chengdu and its Subsidiaries, on the one hand, and any of the Sellers or any of their respective Affiliates (including any other Meritas Party or any Excluded Subsidiary), on the other hand, except for any such Contracts that will be terminated as of the Closing Date as a result of this Transaction.

4.20 Brokers. Neither Chengdu nor any of its Subsidiaries or any of their respective agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the Transaction.

4.21 Employee Matters. Except as set forth in Schedule 4.21, each of Chengdu and its Subsidiaries has complied in all material aspects with all applicable employment and labor laws including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like. None of Chengdu and its Subsidiaries is aware that any officer or Key Employee intends to terminate his or her employment, nor does any of Chengdu and its Subsidiaries has a present intention to terminate the employment of any officer or Key Employee.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BLOCKER

Except as set forth in the applicable Schedules, the Blocker hereby represents and warrants to the Buyer Parties as follows:

5.1 Organization and Qualification. The Blocker is a corporation duly formed, existing and in good standing under the Laws of the State of Delaware. The Blocker (i) has the requisite power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business, and is in good standing in each jurisdiction in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except such jurisdictions where the failure to be so qualified or in good standing has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect with respect to the Blocker. The Blocker has made available to the Buyer copies of the Organizational Documents of the Blocker, and such copies are true, correct and complete as of the Agreement Date and are in full force and effect.

5.2 Authority, Due Execution and Binding Effect. The Blocker has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which it is a party, to consummate the Transaction and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by the Blocker and, at the Closing, each of the Transaction Agreements to which the Blocker is a party will be duly and validly executed and delivered by the Blocker. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements will constitute, upon such execution and delivery hereof and thereof, the valid and binding obligations of the Blocker, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable Insolvency Laws.

5.3 Capitalization and Subsidiaries of the Blocker. The authorized and outstanding shares of capital stock in the Blocker consist of the number of shares of common stock set forth on Schedule 5.3-1 (the “Blocker Shares”). Other than the Blocker Shares, there are no outstanding equity interests (including any securities convertible or exchangeable into equity interests) in Blocker. All of the Blocker Shares are owned by the Blocker Stockholders in the amounts set forth opposite their respective names on Schedule of Sellers, and each Blocker Stockholder owns beneficially and of record such Blocker Shares free and clear of any Lien. Each Blocker Share is duly authorized, validly issued, fully paid and nonassessable and has not

been issued in violation of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, or other similar rights or restrictions. There are no (a) outstanding preemptive, conversion, subscription or other rights, warrants, calls, options, commitments or agreements to issue, purchase or register any Blocker Shares, (b) voting trusts, stockholder agreements, proxies or other agreements or understandings to which Blocker is a party or by which Blocker is bound with respect to the voting, transfer or other disposition of its shares of capital stock, (c) stock appreciation rights, participations, phantom equity or similar rights granted in respect of the Blocker Shares, or (d) bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the Blocker Stockholders may vote. Except for the Blocker’s ownership of the Meritas Units set forth opposite its name on Schedule 5.3-1, the Blocker does not own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any other Person.

5.4 No Conflict. Neither the execution and delivery of this Agreement or any of the Transaction Agreements to which the Blocker is a party, nor the consummation by the Blocker of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of the Blocker’s Organizational Documents or any material Legal Requirement, Governmental Authorization or Contract to which the Blocker may be subject; or

(b) give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate or terminate the maturity or performance of and provision of, or to cancel, terminate, modify, withdraw or suspend any material Legal Requirement, Governmental Authorization or Contract applicable to the Blocker.

5.5 No Consent Required. Except for any Consents required under the HSR Act as a result of the consummation or anticipated consummation of the Transaction, no material Consent, notification to or declaration, filing or registration with, any Person is required to be made or obtained by the Blocker in connection with the execution or delivery of this Agreement, any of the Transaction Agreements or the performance by the Blocker of the Transaction.

5.6 Taxes.

(a) Except as set forth on Schedule 5.6(a), the Blocker has timely filed (taking into account all valid and effective extensions thereof) all Tax Returns required to be filed by it, and all such Tax Returns are complete and accurate in all material respects. The Blocker has not requested, and is not the beneficiary of, any extension of time within to which to file any such Tax Returns, other than an automatic extension of time not requiring the consent of any Governmental Authority. The Blocker has paid and discharged all of its material Taxes due and owing by it (whether or not shown on any Tax Returns) on or before the due date for payment thereof. The Blocker has withheld, collected and paid over to the appropriate Governmental Authorities or is properly holding for such payment all material Taxes required by Law to be withheld or collected. The Blocker is in compliance in all material respects with all applicable information reporting and Tax withholding requirements under non-U.S., U.S. federal, state, provincial and local Tax Laws.

(b) Except as set forth on Schedule 5.6(b), no Tax audits or administrative or judicial Tax proceedings are being conducted, or, to the Blocker’s actual knowledge, pending or have been threatened with respect to the Blocker. The Blocker has not received from any Taxing Authority (including jurisdictions where the Blocker has not filed Tax Returns) any written (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, (iii) notice of deficiency or proposed adjustment for any amount of Tax or (iv) claim that could give rise to Taxes within the previous six (6) years by a Governmental Authority in a jurisdiction where the Blocker does not file Tax Returns. The Blocker has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that has not already expired. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been sought from, entered into or issued by any Governmental Authority with respect to the Blocker within the previous six (6) years.

(c) There are no Liens for Taxes upon any property or assets of the Blocker other than Liens for current Taxes not yet due and payable.

(d) Except as set forth on Schedule 5.6(d), The Blocker will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in Tax method of accounting for a taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; or (v) election under Section 108(i) of the Code.

(e) The Blocker has not engaged in or entered into a “reportable transaction” within the meaning of Treasury Regulation 1.6011-4(b) (or any similar provision of state, local or foreign Tax Law).

(f) Except as set forth on Schedule 5.6(f), the Blocker (i) has not been a member of an affiliated group filing a consolidated, combined, or unitary Tax Return or (ii) is liable for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) or as a transferee or successor, or otherwise.

(g) The Blocker is not a party to any Tax Sharing Agreement other than Commercial Agreements.

(h) Within the past two (2) years, the Blocker has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code (or any similar provision of state, local or foreign Tax Law).

(i) All material transfer pricing rules have been complied with by the Blocker. All documentation required by all relevant transfer pricing laws have been timely prepared.

(j) The Blocker is not, nor has been, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(k) Since December 31, 2014, there has not been by or with respect to the Blocker any material Tax election, settlement or compromise of any claim, notice, audit or assessment in respect of material Taxes or file any amended material Tax Return.

5.7 Litigation. There are no, and during the past three (3) years there have been no, material Actions or Orders pending or, to the Blocker’s actual knowledge, threatened in writing, against or by the Blocker, nor is the Blocker subject to or bound by any material Order.

5.8 No Operations. The Blocker does not (a) own or lease any property or asset, (b) have any Liability that will not be settled or terminated as of the Closing Date, or (c) engage in any business or other activity other than its ownership of the Meritas Units set forth opposite its name on Schedule 5.3-1.

5.9 Brokers. Neither the Blocker nor any of its agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the Transaction.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the applicable Schedules, each of the Blocker Stockholders and the Chengdu Stockholder, severally and not jointly, hereby represents and warrants to the Buyer Parties as follows:

6.1 Authority, Due Execution and Binding Effect. Such Seller has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which such Seller is a party, to consummate the Transaction and to perform such Seller’s obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by such Seller and, at the Closing, each of the Transaction Agreements to which such Seller is a party will be duly and validly executed and delivered by such Seller. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements to which such Seller is a party will constitute, upon such execution and delivery hereof or thereof, the valid and binding obligations of such Seller, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws.

6.2 Ownership; No Liens.

(a) The Chengdu Stockholder (i) is the beneficial and record owner of those Chengdu Shares set forth opposite its name on the Schedule of Sellers, (ii) owns such Chengdu Shares in Chengdu free and clear of all Liens, (iii) has good title to such Chengdu Shares, and (iv) has the requisite power and authority to sell such Chengdu Shares to the Chengdu Buyer as provided herein without obtaining the Consent of any other Person (other than the directors of

Chengdu). There are no outstanding preemptive, conversion, subscription or other rights, warrants, options or agreements to purchase or sell such Chengdu Shares, and such shares have not been pledged or assigned to any Person. Upon the consummation of the Transaction, the Chengdu Buyer will acquire good and valid title to the Chengdu Shares, free and clear of all Liens, warrants or agreements, preemptive, conversion, subscription or other rights, agreement to purchase or sell and other restrictions or limitations of any kind. The Chengdu Stockholder is not a party to any voting trust, equityholder agreement, proxy or other agreement with respect to the voting, transfer or other disposition of the Chengdu Shares.

(b) With respect to each Blocker Stockholder, such Seller (i) is the beneficial and owner of those Blocker Shares set forth opposite its name on the Schedule of Sellers, (ii) owns such Blocker Shares in the Blocker free and clear of all Liens, (iii) has good title to such Blocker Shares, and (iv) has the requisite power and authority to sell such Blocker Shares to U.S. HoldCo as provided herein without obtaining the Consent of any other Person. There are no outstanding preemptive, conversion, subscription or other rights, warrants, options or agreements to purchase or sell such Blocker Shares , and such shares have not been pledged or assigned to any Person. Upon the consummation of the Transaction, U.S. HoldCo will acquire good and valid title to the Blocker Shares, free and clear of all Liens, warrants or agreements, preemptive, conversion, subscription or other rights, agreement to purchase or sell and other restrictions or limitations of any kind. The Blocker Stockholder is not a party to any voting trust, equityholder agreement, proxy or other agreement with respect to the voting, transfer or other disposition of the Blocker Shares.

6.3 No Conflict. Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or any of the Transaction Agreements to which such Seller is a party, nor the consummation by such Seller of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of any material Legal Requirement, Governmental Authorization or Contract to which such Seller may be subject; or

(b) give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate or terminate the maturity or performance of and provision of, or to cancel, terminate, modify, withdraw or suspend any material Legal Requirement, Governmental Authorization or Contract applicable to such Seller.

6.4 No Consent Required. Except for any Consents required under the HSR Act as a result of the consummation or anticipated consummation of the Transaction, and except as set forth on Schedule 6.4, no material Consent, notification to or declaration, filing or registration with, any Person is required to be made or obtained by such Seller in connection with the authorization, execution or delivery of this Agreement or the performance by such Seller of the Transaction.

6.5 Brokers. No broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with this Agreement or the Transaction based upon arrangements made by or on behalf of such Seller.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB

Except as set forth in the applicable Schedules, the Buyer Parties, jointly and severally, hereby represent and warrant to the Meritas Parties as follows:

7.1 Organization and Qualification. Parent is a corporation duly formed, existing and in good standing under the Laws of the Cayman Islands. U.S. HoldCo is a corporation duly formed, existing and in good standing under the Laws of the State of Delaware. The Chengdu Buyer is a private limited company duly formed, existing and in good standing under the Laws of the Hong Kong. Merger Sub is a limited liability company duly formed, existing and in good standing under the Laws of the State of Delaware.

7.2 Authority; Due Execution and Binding Effect. Each of the Buyer Parties has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which it is a party, and to consummate the Transaction and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by each of the Buyer Parties and, at the Closing, each of the Transaction Agreements to which such Person is a party will be duly and validly executed and delivered by such Person. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements will constitute, upon such execution and delivery hereof or thereof, the legal, valid and binding obligations of each of the Buyer Parties, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable Insolvency Laws.

7.3 No Conflict. Neither the execution and delivery of this Agreement or any of the Transaction Agreements to which the Buyer or Merger Sub is a party, nor the consummation by the Buyer Parties of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of any Buyer Party’s Organizational Documents or any material Legal Requirement, Governmental Authorization or Contract to which the Buyer Parties may be subject; or

(b) give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate or terminate the maturity or performance of and provision of, or to cancel, terminate, modify, withdraw or suspend any material Legal Requirement, Governmental Authorization or Contract applicable to the Buyer Parties.

7.4 No Consent Required. Except for any Consents required under the HSR Act as a result of the consummation or anticipated consummation of the Transaction, and except as set forth on Schedule 7.4, no material Consent, notification to or declaration, filing or registration with, any Person is required to be made or obtained by the Buyer Parties in connection with the authorization, execution or delivery of this Agreement or the Transaction Agreements or the performance by the Buyer Parties of the Transaction.

7.5 Financing.

(a) Subject to the satisfaction of the conditions set forth in Article X, Buyer has readily available cash, which together with the net proceeds contemplated to be provided pursuant to the Debt Financing Commitment Letter, will in the aggregate be sufficient to (i) pay the Purchase Price, (ii) pay the Deferred Consideration, (iii) pay any and all fees and expenses required to be paid by the Buyer in connection with the Transaction and the Financing, and (iv) satisfy all of the other payment obligations of the Buyer contemplated hereunder.

(b) Prior to the Agreement Date, Parent has delivered to the Sellers’ Representative a true, complete and correct copy of the executed commitment letter, dated as of April 24, 2015, by and among Nord Anglia Education Finance, LLC (“Nord Education Finance”) and the lenders party thereto (the “Debt Financing Commitment Letter”), pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the “Committed Debt Financing”).

(c) The Debt Financing Commitment Letter is (i) the legal, valid and binding obligation of Nord Education Finance, and, to the Parent’s knowledge, each of the other parties thereto and (ii) enforceable in accordance with its terms against Nord Education Finance and, to the Parent’s knowledge, each of the other parties thereto, in each case except as such enforceability may be limited by applicable Insolvency Laws. As of the Agreement Date, the Debt Financing Commitment Letter is in full force and effect and, to Parent’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Nord Education Finance under the Debt Financing Commitment Letter. As of the Agreement Date, the Debt Financing Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the respective obligations and commitments contained in the Debt Financing Commitment Letter have not been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Committed Debt Financing, other than as set forth in the Debt Financing Commitment Letter. Except for a fee letter relating to fees with respect to the Committed Debt Financing (a copy of which has been provided to OldCo, with only fee amounts and “market flex” provisions redacted), as of the Agreement Date, there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Committed Debt Financing other than as set forth in the Debt Financing Commitment Letter and delivered to the Sellers’ Representative prior to the Agreement Date. As of the Agreement Date, Parent or Nord Education Finance has fully paid any and all commitment or other fees which are due and payable on or prior to the Agreement Date pursuant to the terms of the Debt Financing Commitment Letter. Notwithstanding anything to the contrary contained herein, the Meritas Parties agree that a breach of this representation and warranty shall not result in the failure of a condition precedent to their obligations under this Agreement, if (notwithstanding such breach) Parent is willing and able to consummate the Transaction on the Closing Date.

7.6 Solvency. Assuming that (a) any estimates, projections or forecasts of the Meritas Parties that have been provided to the Buyer or its Affiliates or Representatives by the Meritas Parties have been provided in good faith based on assumptions that were and continue to be reasonable through the Closing (it being understood and agreed that no Meritas Party is

making any representation or warranty with respect thereto as a result of this assumption), (b) the accuracy and correctness of the representations and warranties of Meritas and OldCo contained in Article III, Chengdu in Article IV, the Blocker in Article V and the Blocker Stockholders and Chengdu Stockholders in Article VI, (c) the Meritas Parties have performed and complied with their respective covenants in this Agreement and (d) the conditions set forth in Article X have been satisfied, then immediately after giving effect to the Transaction (including the Financing, any alternative financing and the payment of the Meritas Purchase Price, Chengdu Purchase Price and all other amounts required to be paid in connection with the consummation of the Transaction and the payment of all related fees and expenses): (i) the Buyer will not be insolvent as defined in Section 101 of Title 11 of the United States Code, (ii) the Buyer will not be left with unreasonably small capital as required to carry on its business, and (iii) the Buyer will not have incurred debts beyond its ability to pay such debts as they mature.

7.7 Purchase for Investment. Each of U.S. HoldCo and Chengdu, as applicable, is acquiring the Purchased Equity for investment and not with a view to distributing all or any part thereof in any transaction which would constitute a “distribution” within the meaning of the Securities Act. The Buyer Parties acknowledge that the Purchased Equity has not been registered under the Securities Act and none of the Meritas Companies is under any obligation to file a registration statement or similar filing with the SEC or any state agency with respect to the Purchased Equity.

7.8 Investor Qualifications. The Buyer (a) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Purchased Equity and Meritas; (b) is able to bear the complete loss of its investment in the Purchased Equity and Meritas; (c) has had the opportunity to ask questions of the Meritas Parties and the management of each of the Meritas Companies concerning the terms and conditions of the Purchased Equity, Meritas’ business, Meritas’ ownership and use rights with respect to intellectual property and the assumptions, estimates and judgments utilized and relied upon by Meritas in preparing the Financial Statements; (d) has had the opportunity to obtain additional information about Meritas and its business and all of the Buyer’s questions have been answered to its satisfaction; and (e) is otherwise an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.

7.9 Litigation. There are no Actions or Orders pending, or to Parent’s knowledge, that have been threatened in writing, against the Buyer Parties, nor is any Buyer Party subject to or bound by any Order of any court or Governmental Authority which would seek to prevent the Transaction.

7.10 Disclaimer Regarding the Projections and Pro Forma Presentations. In connection with the Buyer’s and Merger Sub’s investigation of OldCo, Meritas and the Included Subsidiaries, the Buyer, Merger Sub and their Representatives have received the Projections from OldCo and its Representatives, and may be provided with pro forma presentations with respect to the Included Subsidiaries. Each of the Buyer and Merger Sub acknowledges that (a) there are uncertainties inherent in attempting to make such Projections and pro forma presentations and accordingly is not relying on them, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Projections and financial presentations of the Included Subsidiaries, and (d) except in the case of

fraud, it shall have no claim against anyone with respect to the Projections or such presentations. Accordingly, each of the Buyer and Merger Sub acknowledges that none of the Meritas Parties has made any representation or warranty, express or implied, with respect to such Projections or such pro forma presentations (provided that such acknowledgement shall not be deemed to limit in any respect any of the representations and warranties made by the Meritas Parties in Articles III, IV, V and VI).

7.11 Non-Reliance. Each of the Buyer Parties represents that, except in the case of fraud: (a) it is not relying (for purposes of entering into this Agreement or otherwise) upon any advice, counsel or representations (whether written or oral) of the Meritas Parties, other than the express representations and warranties made by any Meritas Party in this Agreement and (b) no Meritas Party has given it (directly or indirectly through any other Person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, Tax, financial, accounting or otherwise) of this Agreement or any Transaction Agreement. Each of the Buyer Parties acknowledges that it and its Representatives have been permitted access to the books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of Meritas and the Included Subsidiaries that it and its Representatives, agents and counsel have requested to see or review, and that it and its Representatives, agents and counsel have had the opportunity to meet with the officers and knowledgeable employees of OldCo to discuss its business.

7.12 Acknowledgment. Each of the Buyer Parties acknowledges and agrees that (a) certain of the Sellers are institutional investment funds which, in the ordinary course of their respective businesses, generate internal reports, commission third party studies or compile other information or data on OldCo, its business and financial performance and its industry (collectively, the “Institutional Information”) and (b) notwithstanding any representation, warranty or covenant set forth in this Agreement, (i) none of such Sellers shall be obligated to provide copies of any such Institutional Information (but may be obligated to provide information underlying such Institutional Information) to the Buyer Parties or any of their Affiliates, Representatives or financing sources, regardless of whether any such Institutional Information may be responsive to any diligence requests of the Buyer Parties or any of their Affiliates, Representatives or financing sources and (ii) the failure to provide copies of any such Institutional Information to the Buyer Parties or any of their Affiliates, Representatives or financing sources shall not constitute a breach of any representation, warranty or covenant set forth in this Agreement; provided, however, that all such Institutional Information shall be subject to the confidentiality provisions of Section 9.4 hereof and Sellers’ obligations thereunder.

7.13 Brokers. Other than the Buyer’s Investment Banker, no broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with this Agreement or the Transaction based upon arrangements made by or on behalf of the Buyer Parties.

ARTICLE VIII

COVENANTS OF THE MERITAS PARTIES

8.1 Pre-Closing Conduct of Business of Meritas. Except as expressly contemplated by this Agreement, as set forth on Schedule 8.1 or as otherwise consented to in writing by the Buyer (which consent may not be unreasonably withheld, conditioned or delayed, and if the Sellers’ Representative provides written notice in accordance with Section 16.1 and the Buyer fails to respond in the negative to any consent requested in such notice within ten (10) Business Days of receipt of such notice, the Buyer shall be deemed to have granted such consent), from the Agreement Date through the Closing, Meritas, Blocker and OldCo covenant and agree that (provided, however, that Buyer agrees that none of the following shall apply to, or restrict, the conduct of the businesses of OldCo with respect to itself (but not the Included Subsidiaries) or the Excluded Subsidiaries in any manner):

(a) Such Person shall conduct, and cause the Included Subsidiaries to conduct, the business of such Person and the Included Subsidiaries according to its ordinary course of business consistent with past practice.

(b) Except for salary increases or the introduction of new employee benefit arrangements, or modifications to existing Employee Plans or International Plans, in each case consistent with the ordinary course of business or as required by Law or the terms of any existing Material Contract, Employee Plan or International Plan, such Person shall not, and shall cause the Included Subsidiaries not to (i) materially increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any Meritas Employee, (ii) enter into any employment, severance, consulting, or other compensation agreement with any Meritas Employee that is not terminable upon thirty (30) days’ notice or creates an obligation to pay in excess of $100,000 upon termination, or (iii) materially amend, terminate or enter into a new Employee Plan, International Plan or Bargaining Agreement.

(c) Such Person shall not, and shall cause the Included Subsidiaries not to, (i) declare, set aside or pay any dividend or make any distribution with respect to its equity interests (other than tax distributions in the ordinary course) (whether in cash or in kind) or redeem, purchase or otherwise acquire any of its equity interests (other than repurchases made in connection with the termination of employment of Meritas Employees in accordance with the Meritas Operating Agreement or the Incentive Plan (or any grants thereunder)) or split, combine or reclassify any outstanding equity interests or (ii) issue, deliver or sell, or authorize the issuance, delivery or sale of (A) any equity interests, (B) any securities convertible or exchangeable into equity interests, or (C) any rights, warrants, calls, subscriptions or options to acquire equity interests or securities referenced in the foregoing clause (B), other than as required by the Reorganization.

(d) Such Person shall not, and shall cause the Included Subsidiaries not to, amend the respective Organizational Documents of such Person and the Included Subsidiaries, other than as required by the Reorganization.

(e) Such Person shall not, and shall cause the Included Subsidiaries not to, acquire any third party or its business (whether by merger, purchase of stock, purchase of assets or otherwise).

(f) Such Person shall not, and shall cause the Included Subsidiaries not to, sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, license, encumber or otherwise dispose of, any of its material assets or properties or those of the Included Subsidiaries, other than in the ordinary course of business consistent with past practice, other than as required by the Reorganization.

(g) Except in the ordinary course of business in an aggregate amount not to exceed $100,000, such Person shall not, and shall cause the Included Subsidiaries not to (i) incur or cancel any Indebtedness other than pursuant to any revolving credit facility under the Credit Agreements or any incurrence of Indebtedness by OldCo, (ii) issue, assume, guarantee or endorse any Indebtedness of any other Person, (iii) make any advances to, or equity investments in, any other Person or (iv) expressly waive, cancel, extend or grant a waiver under any Indebtedness owed to or claims held by such Person or the Included Subsidiaries, other than as required by the Reorganization.

(h) Such Person shall not, and shall cause the Included Subsidiaries not to, materially change its accounting policies.

(i) Such Person shall not, and shall cause the Included Subsidiaries not to, (A) amend or modify in any material respect or terminate any Material Contract (other than those that expire or terminate in accordance with their existing terms), cancel or extend any Material Contract or expressly waive any material benefits under any Material Contract, or (B) enter into any Contracts that would constitute a Material Contract, except (x) Contracts made in the ordinary course of business consistent with past practice or (y) Contracts involving payments to, or by, such Person or any Included Subsidiary in amounts up to $50,000 individually or $250,000 in the aggregate, in each case with a Person, who is not a party or an Affiliate of a Party.

(j) Such Person shall not, and shall cause the Included Subsidiaries not to, enter into any Contracts with any Affiliates of such Person or the Included Subsidiaries (including the Excluded Subsidiaries), except to the extent required by Law and as required by the Reorganization.

(k) Such Person shall not, and shall cause the Included Subsidiaries not to, incur, commit to incur, commit to pay or announce any project at any Target Group School that would require the incurrence or payment of, any capital expenditure post-Closing, in each case, other than (i) capital expenditures in connection with the capital expenditure projects as set forth on Exhibit J (but subject to the limitation set forth in Section 8.1(1)) and (ii) capital expenditures for maintenance purposes incurred in the ordinary course of business and in amount not to exceed $200,000 individually.

(l) Such Person shall, and shall cause the Included Subsidiaries to, continue to progress capital expenditure projects and make payments in respect of the capital expenditures

as set forth on Exhibit J in the ordinary course of business in a manner intended to ensure that such projects are delivered on time in accordance with the capital expenditure development plan for the current fiscal year (copies of which have been previously made available to Buyer) and in an aggregate amount not to exceed $8,000,000, less the amounts spent or incurred with respect to such capital expenditure projects as of the Agreement Date (the “CapEx Limit”).

(m) Such Person shall not, and shall cause the Included Subsidiaries not to, cancel, compromise or settle, or propose to settle, any Action related to any Meritas Company or enter into any consent decree or settlement agreement with any Governmental Authority related to any Meritas Company, except for such actions the sole result of which is the payment of monetary penalties or settlements without continuing Liability or obligation.

(n) Such Person shall, and shall cause the Included Subsidiaries to, maintain the personal property and real property of such Person or the Included Subsidiaries, including all improvements, in substantially the same condition as of the date of this Agreement, improvements, ordinary wear and tear, casualty and condemnation excepted (other than with respect to any personal property or real property of the Excluded Schools that is not used in the operation of the business of the Target Group Schools).

(o) Such Person shall, and shall cause the Included Subsidiaries to, maintain the Insurance Policies in full force and effect without modification, except as required by applicable Law or otherwise consistent in the ordinary course of business consistent with past practice.

(p) Such Person shall not, and shall cause the Included Subsidiaries not to, sell, transfer, assign, license, pledge, encumber, abandon, dedicate to the public, permit to lapse, fail to maintain or otherwise dispose of any material IP Rights of Meritas or the Included Subsidiaries except in the ordinary course of business consistent with past practice.

(q) Such Person shall not (i) make any material Tax election, (ii) settle or compromise any claim, notice, audit or assessment in respect of material Taxes, (iii) file any amended material Tax Return, (iv) enter into any Tax allocation, sharing, indemnity or closing agreement, or (v) other than in the ordinary course of business consistent with past practice, consent to any extension or waiver of the statute of limitations period applicable to any material Taxes.

(r) Such Person shall not, and shall cause the Included Subsidiaries not to, permit its equityholders (or any class of its equityholders) to pass, authorize or take any resolution, other than resolutions necessary to consummate the Transaction or to otherwise carry out the objectives of this Agreement.

(s) Such Person shall not, and shall cause the Included Subsidiaries not to, agree or commit to do any of the foregoing, except for the actions set forth in clauses (a)(i), (l), (n) and (o).

(t) Nothing contained in this Agreement is intended to give the Buyer or Merger Sub, directly or indirectly, the right to control or direct the operations of Meritas, OldCo or any of the Included Subsidiaries prior to the Closing Date, and notwithstanding anything to

the contrary contained in this Agreement, no consent of the Buyer or Merger Sub will be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable Law. Prior to the Closing Date, Meritas shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations and the operations of the Included Subsidiaries.

8.2 Pre-Closing Conduct of Business of Chengdu. Except as expressly contemplated by this Agreement, as set forth on Schedule 8.2 or as otherwise consented to in writing by the Buyer (which consent may not be unreasonably withheld, conditioned or delayed, and if the Sellers’ Representative provides written notice in accordance with Section 16.1 and the Buyer fails to respond in the negative to any consent requested in such notice within ten (10) Business Days of receipt of such notice, the Buyer shall be deemed to have granted such consent), from the Agreement Date through the Closing, Chengdu covenants and agrees (a) to conduct, and to cause its Subsidiaries to conduct, its business according to its ordinary course of business in substantially the same manner as heretofore conducted, consistent with past practice and (b) not to, and to cause its Subsidiaries not to, (i) issue, deliver, redeem, purchase, repurchase, split, combine, reclassify or sell, or make, declare, set aside or pay any dividends or distributions on or with respect to (A) any equity interests, (B) any securities convertible or exchangeable into equity interests, or (C) any rights, warrants, calls, subscriptions or options to acquire equity interests or securities referenced in the foregoing clause (B), (ii) amend any of its Organizational Documents, (iii) sell, lease, license, encumber or otherwise dispose of any of its material assets or properties, other than in the ordinary course of business consistent with past practice, (iv) except in the ordinary course of business in an aggregate amount not to exceed $50,000, incur or cancel any Indebtedness or make any advances to, or equity investments in, any other Person, (v) cancel, compromise or settle any material Action or (vi) agree, authorize or commit to do any of the matters set forth in this clause (b).

8.3 No Solicitation. From and after the Agreement Date until the earlier of the termination of this Agreement or the Closing, each Meritas Party will not, and will cause, if applicable, its Representatives not to, directly or indirectly, (a) solicit, initiate, or encourage any Acquisition Proposals, (b) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity in connection with, any Acquisition Proposal, or (c) agree to, approve, recommend or otherwise endorse or support any Acquisition Proposal. Each Meritas Party will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 8.3 shall restrict, prevent or impede OldCo from soliciting Acquisition Proposals with respect to the Excluded Subsidiaries.

8.4 Filings; Consents; Etc.. Each of the Meritas Parties shall use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the Transaction. Without limiting the generality of the foregoing, (i) with respect to Meritas, the Meritas Members, (ii) with respect to Chengdu, the Chengdu Stockholder and (iii) with respect to the Blocker, the Blocker Stockholders, shall cause Meritas, Chengdu and the Blocker, respectively, (A) to give all notices, make all required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all Consents of all Persons necessary for the Parties to consummate the Transaction and (B) to submit to or

obtain from any Educational Agency any pre-Closing letters, notices, applications, consents or other documents, in each case, as required by any Educational Law to be submitted to or obtained from any Educational Agency in order to consummate the Transaction (including the resulting change in ownership), including as identified on Schedule 8.4; provided, however, that the Meritas Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). Each of the Buyer Parties acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts listed in the Schedules and that such Consents and waivers have not been obtained. The Buyer Parties and the Meritas Parties will coordinate with respect to such notices, letters or material Consents that are required to be made or obtained prior to Closing, in each case, as may be mutually agreed upon or as set forth in Schedule 8.4. As soon as practical after the Agreement Date, the Buyer Parties and the Meritas Parties will coordinate with respect to such notices, letters or Consents that are required to be made or obtain post-Closing, in each case, as may be mutually agreed upon or as set forth in Schedule 8.4. In addition, each of the Meritas Parties agrees to use Reasonable Efforts to cause the conditions set forth in Section 10.1 and Section 10.2 to be satisfied and to consummate the Transaction.

8.5 Schedules Update. Prior to the Closing, any Meritas Party shall disclose to Buyer in writing and in reasonable detail (in the form of a supplement or amendment to the Schedules to this Agreement) if such Meritas Party becomes aware of any matter arising after the Agreement Date which, if existing, occurring or known at the Agreement Date, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct any information in such Schedules which has been rendered inaccurate thereby, in each case, promptly upon discovery thereof, but in no event later than five (5) Business Days prior to the Closing. Notwithstanding the foregoing, but subject to the immediately subsequent sentence, for all purposes hereunder, including determining (a) satisfaction of the conditions set forth in Section 10.2, and (b) indemnification obligations pursuant to Article XIV, the Schedules delivered by the Meritas Parties shall be deemed to include only that information contained therein on the Agreement Date and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto. Notwithstanding the foregoing, in the event any Meritas Party delivers to Buyer any supplement or amendment to the Schedules after the later of (i) the date on which all of the conditions set forth in Article X have been satisfied or waived (except for those conditions that by their nature cannot be satisfied until the Closing) and (ii) the date on which the Marketing Period first commences (such later date, the “Schedule Supplement Date”) and which discloses matters that first occurred after the Schedule Supplement Date (such matters, the “Schedule Supplement Disclosures”), then if the Buyer Parties close the Transaction, the Buyer Parties will be deemed to have accepted the Schedules, as amended to reflect the Schedule Supplement Disclosures (but not any other Schedule supplement or amendment) pursuant to this Section 8.5, and accordingly shall not be entitled to indemnification pursuant to Article XIV for any breaches of representations and warranties of this Agreement disclosed pursuant to any such Schedule Supplement Disclosures; provided, that in no event shall any Schedule Supplement Disclosure be deemed to amend, supplement or modify the Schedules in any respect for any other purpose hereunder including for determining the satisfaction of the conditions set forth in Section 10.2.

8.6 Regulatory Filings. Each Meritas Party shall (a) make any filings required of such Meritas Party or any of such Meritas Party’s Affiliates under the HSR Act and other Antitrust Laws applicable to the Transaction as promptly as practicable following the Agreement Date and, with respect to any such filings required under the HSR Act, in no event later than five (5) Business Days after the Agreement Date, (b) comply at the earliest reasonable practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by such Meritas Party or any of such Meritas Party’s Affiliates from the FTC, or any other Governmental Authority in respect of such filings or such transactions, and (c) cooperate with the Buyer and Merger Sub in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, or other Governmental Authority under any Antitrust Laws with respect to any such filing or such transaction. Each Meritas Party shall promptly inform the Buyer and Merger Sub of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Each Meritas Party shall use its Reasonable Efforts to (i) furnish to the Buyer and Merger Sub all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transaction and (ii) promptly obtain any clearance required under the HSR Act and any other Antitrust Laws for the Closing and shall keep the Buyer and Merger Sub apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority and shall comply promptly with any such inquiry or request.

8.7 Carve-Out Financials.

(a) As soon as reasonably practicable after the Agreement Date, Meritas shall prepare and make available to the Buyer Parties (a) copies of the audited financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows as of and for the years referenced therein) for the Included Subsidiaries and Chengdu and its Subsidiaries, on a combined basis, as of and for the fiscal years ended June 30, 2014 and June 30, 2013 (the “Prior Period Carve-Out”), (b) copies of the unaudited reviewed financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows) for the Included Subsidiaries and Chengdu and its Subsidiaries, on a combined basis, as of and for the nine (9) month period ended March 31, 2015 (which will include a year-on-year comparison to the corresponding fiscal period for the prior year) (the “Q3 Carve-Out”), (c) only if the Closing Date does not occur on or prior to July 15, 2015, copies of the audited financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows as of and for the years referenced therein) for the Included Subsidiaries and Chengdu and its Subsidiaries, on a combined basis, as of and for the fiscal year ended June 30, 2015 (the “FY Carve-Out”) and (d) only if the Closing Date does not occur on or prior to October 15, 2015, copies of the unaudited reviewed financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows) for the Included Subsidiaries and Chengdu and its Subsidiaries, on a combined basis, as of and for the three (3) month period ended September 30, 2015 (which will include a year-on-year comparison to the corresponding fiscal period for the prior year) (the “Q1

Carve-Out” and, together with the Prior Period Carve-Out, the Q3 Carve-Out and the FY Carve-Out, the “Carve-Out Financials”).

(b) The Meritas Parties shall (i) use their Reasonable Efforts to provide Buyer with the Carve-Out Financials that will be complete and correct in all materials respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading and (ii) ensure that the Carve-Out Financials (A) fairly present in all material respects the financial condition of the Included Subsidiaries and Chengdu and its Subsidiaries on a combined basis, as applicable, as of the applicable date, and the results of operations, changes in net invested capital and cash flows of the Included Subsidiaries and Chengdu and its Subsidiaries on a combined basis for the periods related thereto, subject, in the case of the unaudited Carve-Out Financials, to year-end adjustments, (B) will be prepared based upon the books and records of OldCo and Chengdu, and (C) will be prepared in accordance with GAAP.

(c) Any covenant regarding the Carve-Out Financials in this Section 8.7 is qualified by the fact that the Included Subsidiaries have not operated as separate “stand alone” entities within the Meritas Parties. The Included Subsidiaries will be allocated certain charges and credits for purposes of the preparation of the Carve-Out Financials. Such allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Included Subsidiaries operated as an independent enterprise.

8.8 Title Insurance. With respect to the Owned Property of the Included Subsidiaries located in the United States, the Meritas Parties shall use Reasonable Efforts to assist Buyer and Merger Sub in obtaining, from a nationally recognized title insurance company, an owner’s title insurance policy with respect to such Owned Property, including survey coverage. Meritas and the Included Subsidiaries shall deliver any affidavits, including customary owner’s affidavits, survey affidavits (no new improvements), gap affidavits and non-imputation affidavits, that such title insurance company shall reasonably require, in form and substance reasonably satisfactory to the title company, in order to deliver the title insurance policies with respect to such Owned Property.

8.9 Surveys. To the extent requested by Buyer, the Meritas Parties shall grant to surveyors retained by Buyer or Merger Sub reasonable, appropriate and customary access to the Owned Property during normal business hours so that the surveyors may produce or update surveys of the relevant parcels in each case conforming to the minimum standard detail requirements of ALTA and ACSM, including any Table A items reasonably requested by Buyer or Merger Sub.

8.10 Landlord Estoppel Certificates. For each Lease for Leased Property, the Meritas Parties shall use Reasonable Efforts to assist Buyer and Merger Sub in obtaining an estoppel certificate from the landlord thereunder, in form reasonably satisfactory to Buyer and Merger Sub, certifying: (a) such Lease with such landlord is in full force and effect; (b) to the landlord’s knowledge, there are no defaults under such Lease by any party to such Lease; (c) annexed to such certificate is a true, correct and complete copy of the Lease with such landlord,

including all amendments, modifications and waivers; and (d) such other matters as Buyer or Merger Sub, or the lenders to such parties, shall reasonably require.

8.11 Indebtedness Prepayment Notices. For each instrument of Indebtedness of Meritas set forth on Schedule 10.2(d), the Meritas Parties shall submit to each applicable creditor a prepayment notice in a form and at such time in accordance with the underlying Contract governing such Indebtedness.

8.12 Chengdu Covenants.

(a) Prior to the Closing Date, the Meritas Parties shall use Reasonable Efforts to make all required filings with or applications to the Sichuan Education Commission, the Sichuan Civil Affairs Commission and any other Governmental Authority as required in order to register the Chengdu School with the Chengdu Civil Affairs Bureau.

(b) On or following the Closing Date, Sellers shall cooperate with the Buyer Parties and their respective Affiliates to take such actions as are reasonably necessary to replace and substitute the current legal representative, director and supervisor (if applicable) of each of Chengdu WFOE and the Chengdu School and register such replacement and substitution with competent authorities of the PRC.

8.13 Collège du Léman. Prior to the Closing Date, the Meritas Parties shall use Reasonable Efforts to assist and cooperate with Xxxxxxx Xxxxxx to change the name of, or liquidate, the individual enterprise (Enterprise individuelle) owned by such Person with the firm name “Collège du Léman” or obtain an assignment of the name “Collège du Léman” (provided, that any failure in and of itself to change the name of, or liquidate, the individual enterprise prior to the Closing Date shall not be a breach of this Agreement).

8.14 Auditor Resignations. Prior to the Closing Date, the Meritas Parties shall use Reasonable Efforts to obtain undated written resignations, effective as of the Closing, from the auditors list on Schedule 8.14 to the extent the scope of their engagement extends to any Meritas Company.

8.15 Bank Accounts. Prior to the Closing Date, the Meritas Parties shall (a) establish a new concentration bank account for the benefit and in the name of Meritas, (b) take such actions as are reasonably necessary so that the depository accounts maintained for the benefit of the Included Subsidiaries are redirected so that all Cash of the Included Subsidiaries is swept or forwarded to the new concentration bank account referenced in clause (a), and (c) deliver to Buyer all documents required to amend all existing instructions by each Meritas Party to its banks to (i) reflect Meritas as the new account holder thereto, (ii) remove the current authorized signatories existing on such bank accounts and (iii) add such new authorized signatories as directed by Buyer, in each case, signed and undated by the relevant authorized Persons.

8.16 Non-Competition. For a period of one (1) year after the Closing Date, OldCo shall not (and shall cause its Subsidiaries not to) anywhere in the Territory, directly or indirectly, whether by itself or through an agent, employee or otherwise, or in association with any Person, engage in or own, share in the earnings of, invest in the stock, bonds or other securities of, manage, operate, finance (whether as a lender, investor or otherwise), control, participate in the

ownership, management, operation or control of, be employed by, associated with or in any manner be connected with, lend money to, render services or advice to, be engaged by or take part in, or consult or advise, any other Person that is engaged in, the Protected Business; provided, however, nothing in this Section 8.16 will prevent OldCo or its Subsidiaries from (a) owning or operating the schools owned and operated by the Excluded Subsidiaries as of the date hereof and any expansions of such schools or (b) owning, on a passive basis, less than one percent (1%) of any class of securities of an entity engaged in the Protected Business.

ARTICLE IX

COVENANTS OF THE BUYER PARTIES AND THE MERITAS PARTIES

9.1 Filings; Consents; Etc.. Each of the Buyer Parties shall use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws and Education Laws to consummate and make effective, as soon as reasonably practicable, the Transaction. Without limiting the generality of the foregoing, each of the Buyer Parties shall (a) give all notices, make all required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all Consents of all Persons necessary for the Parties to consummate the Transaction and (b) cooperate with Meritas to submit to or obtain from any Educational Agency any pre-Closing letters, notices, applications, consents or other documents, in each case, as required by any Educational Law to be submitted to or obtained from any Educational Agency in order to consummate the Transaction (including the resulting change in ownership). In addition, each of the Buyer Parties agrees to use Reasonable Efforts to cause the conditions set forth in Section 10.1 and Section 10.3 to be satisfied and to consummate the Transaction.

9.2 Regulatory Filing. The Buyer Parties shall (a) make any filings required by any of the Buyer Parties or their respective Affiliates under the HSR Act and other Antitrust Laws applicable to the Transaction as promptly as practicable following the Agreement Date and, with respect to any such filings required under the HSR Act, in no event later than five (5) Business Days after the Agreement Date, (b) comply at the earliest reasonable practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by the Buyer Parties from the FTC, the U.S. Department of Justice (the “DOJ”) or any other Governmental Authority in respect of such filings or such transactions, and (c) cooperate with the Meritas Parties in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Each of the Buyer Parties shall use its Reasonable Efforts to (i) furnish to the Meritas Parties all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transaction and (ii) promptly obtain any clearance required under the HSR Act and any other Antitrust Laws for the Closing and shall keep the Sellers’ Representative apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority and shall comply promptly with any such inquiry or request. The Buyer Parties agree to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be

asserted by any Governmental Authority or any other Person so as to enable the Parties to expeditiously close the Transaction, including, to the extent necessary to effect a Closing prior to the Outside Date, consenting to any divestiture or other structural or conduct relief required by any Governmental Authority in order to obtain clearance from such Governmental Authority; provided, that the Buyer Parties may litigate with any Governmental Authority or any other Person in connection with or in response to, or otherwise contest or seek to have vacated or lifted, any ruling, order or other action or demand of any such Governmental Authority or other Person to the extent such litigation or other action would not reasonably be expected to impair the ability of Buyer to close the Transaction prior to the Outside Date. The Buyer Parties shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Authority or any other Person respecting the Transaction. The failure of the Buyer Parties to discharge or satisfy its obligations under this Section 9.2, the failure by the Buyer Parties to obtain clearance or expiration of the waiting period under the HSR Act or any other applicable Antitrust Law or the failure by the Buyer Parties to cause to be vacated, modified or suspended any injunction or order resulting from a claim that the Transaction is violative of any Antitrust Laws, in each case prior to the Outside Date, shall be deemed a material breach by the Buyer Parties of this Agreement, unless such failure results from a Meritas Party’s failure, in any material respect, to perform its obligations under Section 8.6.

9.3 Financing.

(a) Subject to the Buyer’s right to use Substitute Financing, the Buyer shall, and shall cause Nord Education Finance to, use its Reasonable Efforts to obtain the Committed Debt Financing on the terms and conditions described in the Debt Financing Commitment Letter (including any applicable lender flex provisions contained in any related fee letter). The Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Financing Commitment Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Committed Debt Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Committed Debt Financing in a manner that would reasonably be expected to (x) delay or prevent the Closing, or (y) adversely affect the ability of the Buyer or Nord Education Finance to enforce its rights against other parties to the Debt Financing Commitment Letter or the definitive agreements with respect thereto; provided, however, that the Buyer may (A) amend the Debt Financing Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment Letter as of the Agreement Date or (B) otherwise replace or amend the Debt Financing Commitment Letter so long as (I) the terms do not reduce the Committed Debt Financing required to be funded at the Closing pursuant to the terms of the Debt Financing Commitment Letter to less than such amount as is required to consummate the Transaction, and the satisfaction of conditions to funding the Committed Debt Financing is no more onerous on the Buyer than those specified in the Debt Financing Commitment Letter as in effect on the Agreement Date, in each case, in a manner that would reasonably be expected to delay or prevent the Closing and (II) such replacement or amendment otherwise satisfies the terms and conditions of a New Debt Financing Commitment Letter as set forth in Section 9.3(c) below.

(b) The Buyer shall, and shall cause Nord Education Finance to, use its Reasonable Efforts (i) to maintain in effect the Debt Financing Commitment Letter, (ii) to

satisfy, observe and perform all conditions to such definitive agreements that are within Buyer’s control and consummate the Financing at or prior to the Closing, (iii) to comply with its obligations under the Debt Financing Commitment Letter, (iv) to enforce its rights under the Debt Financing Commitment Letter and (v) to the extent Substitute Financing is not used in lieu of the Committed Debt Financing to finance the transactions contemplated by this Agreement, enter into definitive agreements with respect to the Committed Debt Financing on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitment Letter. The Buyer shall keep the Sellers’ Representative informed on a current basis and in reasonable and sufficient detail of the status of its efforts to arrange the Committed Debt Financing and Substitute Financing.

(c) If (i) any portion of the Committed Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment Letter (including any applicable “market flex” provisions therein) or (ii) the Debt Financing Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, in each case, that would reasonably be expected to delay or prevent the Closing, then the Buyer shall use its Reasonable Efforts over the ensuing twenty (20) Business Days to obtain alternative financing on terms not materially less favorable to the Buyer (taking into account any “market flex” provisions, but not in excess or outside of such “market flex” provisions), in the aggregate, as those contained in the Debt Financing Commitment Letter and in an amount sufficient to consummate the Transaction (the “Alternate Debt Financing”) and, if available, use its Reasonable Efforts to obtain such Alternate Debt Financing and, if obtained, will provide the Sellers’ Representative with a copy of, a new financing commitment letter (the “New Debt Financing Commitment Letter”) that, unless otherwise consented to in writing by the Sellers’ Representative in its sole discretion, (x) provides for at least the amount of Financing as is required to consummate the Transaction and (y) does not impose new or additional conditions that were not contained in the Debt Financing Commitment Letter or otherwise expands, amends or modifies any of the conditions of contingencies that were contained in the Debt Financing Commitment Letter. To the extent applicable, the Buyer shall, and shall cause Nord Education Finance, to use its Reasonable Efforts (A) to maintain in effect the New Debt Financing Commitment Letter, (B) to the extent Substitute Financing is not used in lieu of the Alternate Debt Financing to finance the transactions contemplated by this Agreement, satisfy all conditions to the definitive agreements that are within Buyer’s control with respect to and consummate the Alternate Debt Financing at or prior to the Closing, and (C) to comply with its obligations, and enforce its rights, under the New Debt Financing Commitment Letter.

(d) Without limiting the generality of the foregoing, the Buyer shall, and shall cause Nord Education Finance to, give the Sellers’ Representative notice, as promptly as reasonably practicable: (i) of any material breach or default by any party to the Debt Financing Commitment Letter or definitive document related to the Committed Debt Financing of which the Buyer becomes aware; and (ii) of the receipt of any written notice or other written communication from any Committed Debt Financing source with respect to any material breach, default, termination or repudiation by any party to any of the Debt Financing Commitment Letter or any definitive document related to the Committed Debt Financing of any provisions of the Debt Financing Commitment Letters or any definitive document related to the Committed Debt Financing, in each case, only to the extent that it would reasonably be expected to delay or prevent the Closing.

(e) The Buyer shall, and shall cause Nord Education Finance to, use its Reasonable Efforts to cause the Financing Sources providing the Financing to fund, on the Closing Date, the Financing required to consummate the Transaction if all conditions to Closing contained in Article X are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions). For the avoidance of doubt, Buyer acknowledges and agrees that in the event that (i) on the final day of the Marketing Period all or a portion of the Substitute Financing is unavailable or will not fund, (ii) all conditions set forth in Section 10.1 and Section 10.2 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), (iii) the Committed Debt Financing is available to be funded and (iv) Sellers’ Representative, in the name and on behalf of each Seller, has irrevocably confirmed to Buyer in writing that if the Committed Debt Financing is funded on the terms set forth in the Debt Financing Commitment Letter, then Seller would take such actions required of it under this Agreement to cause the Closing to occur, then on such date Buyer shall, and shall cause Nord Education Finance to, borrow under and use the proceeds of the Committed Debt Financing to make the payments pursuant to Section 2.6. Notwithstanding anything to the contrary herein, the Buyer acknowledges and agrees that (x) the Financing shall not be constructed in any manner to be a condition to the Closing and (y) the only conditions to the Closing are those conditions set forth in Article X.

(f) Notwithstanding anything to the contrary set forth in this Agreement, but subject to and without limiting the penultimate sentence of Section 9.3(e), Buyer shall be entitled to pursue Substitute Financing, the terms of which may differ from the terms set forth in the Debt Financing Commitment Letter, and such Substitute Financing may not constitute Alternate Debt Financing. No action by Parent, its Affiliates or their respective Representatives in connection therewith shall in and of itself constitute a breach of the obligations of Buyer under this Agreement.

(g) Prior to the Closing, the Meritas Parties shall use their Reasonable Efforts to provide in a timely manner to the Buyer or its Financing Sources, and shall use their Reasonable Efforts to cause their senior management and Representatives, including legal and accounting representatives, to provide to Buyer, in each case at Buyer’s sole expense, all cooperation reasonably requested by the Buyer or its Financing Sources that is necessary in connection with the Financing, including (i) furnishing the Buyer and its Financing Sources as promptly as practicable with all information regarding the business, operations, financial projections and prospects of Meritas and the Included Subsidiaries and Chengdu and its Subsidiaries as may be reasonably requested by the Buyer or its Financing Sources or is customarily delivered by a borrower in financings similar to the Financing, (ii) participating in a reasonable number of meetings (including customary meetings, including one-on-one meetings, with the parties acting as lead arrangers, agents or underwriters for, and prospective lenders or investors of, the Financing and senior management and Representatives, with appropriate seniority and expertise, of Meritas and the Included Subsidiaries and Chengdu and its Subsidiaries), and due diligence sessions, (iii) delivery of customary authorization letters, confirmations and undertakings in connection with the Marketing Material, (iv) preparation and delivery as promptly as practicable to Buyer and its Financing Sources of the Financing Information and Financing Deliverables (including, without limitation, at least five (5) Business Days prior to the Closing Date all documentation and other information about the Meritas Parties

as has been reasonably requested in writing by the Financing Sources at least ten (10) Business Days prior to the Closing Date that they reasonably determine is required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act), (v) consenting to the reasonable use of the Meritas logos in connection with the Financing so long as such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Meritas Parties or the reputation or goodwill of such Persons, (vi) taking such corporate or other actions as are reasonably requested by Buyer or its Financing Source to facilitate the satisfaction on a timely basis of all conditions contained in the Debt Financing Commitment Letter that are within its control and the consummation of the Financing, (vii) requesting that its independent auditors cooperate with the Buyer and/or its Financing Sources with respect to the Financing, including by providing the Specified Auditor Assistance, and (viii) facilitating the pledging of collateral (including obtaining any payoff letters and other cooperation in connection with the repayment or retirement of existing Indebtedness and the release and termination of any and all related Liens); provided that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Meritas or the Included Subsidiaries or Chengdu and its Subsidiaries. Neither Meritas nor any of the Included Subsidiaries nor Chengdu and its Subsidiaries shall be required to take any corporate or organizational action or execute any agreement or undertake any contractual obligation with respect to the Committed Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date (other than customary authorization letters, confirmations and undertakings in connection with the Marketing Material). The Meritas Parties shall cooperate with the Buyer and its Financing Sources with the preparation of the Marketing Material and use their Reasonable Efforts to provide Buyer and its Financing Sources such information as may be necessary so that the Financing Information and Marketing Material is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading. If at any time any Meritas Party believes in good faith that it has delivered to Buyer all Financing Information required as of such date and such Financing Information is Compliant as of such date, it may deliver a written notice to Buyer to such effect (a “Delivery Notice”), in which case the Financing Information required as of such date shall be deemed to have been delivered and to be Compliant as of the date of delivery of such Delivery Notice, unless Buyer in good faith reasonably believes either any Financing Information required as of such date has not been delivered to Buyer or is not Compliant as of such date and, within five (5) Business Days after the date of delivery of the Delivery Notice, delivers a written notice to Sellers’ Representative to that effect and stating with specificity what Financing Information required as of such date it believes it has not received or is not Compliant as of such date (a “Compliance Objection Notice”); provided, however, that for the avoidance of doubt, notwithstanding such five (5) Business Day period, if Buyer does not deliver any such written Compliance Objection Notice during such period, the Financing Information required as of such date shall be deemed to have been delivered as of the date of the Delivery Notice, and to be Compliant as of the date of the Delivery Notice, and such five (5) Business Day period shall not be deemed in any way to extend the Marketing Period. Neither of Meritas nor any of the Included Subsidiaries nor Chengdu or its Subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense (other than reasonable out-of-pocket costs) or to pay any commitment or other similar fee or make any other payment or

incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to the Closing Date. The Buyer shall indemnify and hold harmless the Meritas Parties, the Included Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 9.3(g)) and any information utilized in connection therewith (other than information provided by the Meritas Parties); provided that the foregoing shall not apply in the case of any Meritas Party’s fraud, willful misconduct or gross negligence. Notwithstanding anything to the contrary, the condition set forth in Section 10.2(b), as it applies to the Meritas Parties’ obligations under this Section 9.3(g), shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Meritas Parties’ breach of their obligations under this Section 9.3(g) if such breach impairs or adversely affects the Financing, including the execution, timing and pricing or cost thereof, in any material manner. The Buyer shall, promptly upon request by the Meritas Parties, reimburse the Meritas Parties for all documented and reasonable out-of-pocket costs incurred by the Meritas Parties or the Included Subsidiaries or Chengdu and its Subsidiaries in connection with this Section 9.3(g).

9.4 Confidentiality.

(a) Each of the Buyer Parties and the Meritas Parties hereby acknowledges and agrees that the Confidentiality Agreement will continue in full force and effect in accordance with its terms; provided, that (i) the Buyer Parties and the Meritas Parties may disclose such information as may be reasonably necessary in connection with seeking necessary Consents as contemplated hereby or the Financing and (ii) from and after the Closing, the Buyer Parties, the Meritas Companies and their respective Affiliates shall be entitled to disclose to any Person any information related to the business of the Meritas Companies and/or the Target Group Schools, notwithstanding anything to the contrary contained in the Confidentiality Agreement. Each Buyer Party hereby agrees to be bound by the terms of the Confidentiality Agreement (subject to the foregoing proviso).

(b) For a period of five (5) years from and after the Closing Date, each Seller shall not, and shall cause its Affiliates (including OldCo and the Excluded Subsidiaries) and Representatives not to, directly or indirectly, without the prior written consent of Buyer, disclose to any third party (other than each other and their respective Representatives) any confidential or proprietary information related to the business of the Meritas Companies and/or the Target Group Schools; provided, that the foregoing restriction shall not (i) apply to any information (A) generally available to, or known by, the public (other than as a result of disclosure in violation of the Confidentiality Agreement or this Section 9.4(b)) or (B) independently developed by such Seller or any of its Affiliates (including OldCo and the Excluded Subsidiaries but excluding the Meritas Companies) after Closing without reference to or use of the applicable confidential or proprietary information, (ii) prohibit any disclosure (x) required by Law so long as, to the extent legally permissible and feasible, such Seller provides Buyer with reasonable prior written notice of such disclosure and a reasonable opportunity to contest such disclosure, (y) made in connection with the enforcement of any right or remedy relating to this Agreement or the Transaction or (z) by any Seller to its current, potential and future Affiliates, stockholders, members, partners or investors information related to the terms of this Agreement, including the

Purchase Price, and such Seller’s transactions and arrangements with the Meritas Companies prior to the Closing Date, provided that such Seller shall cause such Persons to hold such information subject to the confidentiality provisions of this Section 9.4.

(c) For a period of five (5) years from and after the Closing Date, each Buyer Party shall not, and shall cause its respective Affiliates (including Meritas and the Included Subsidiaries during such period) and Representatives not to, directly or indirectly, without the prior written consent of the Sellers’ Representative, disclose to any third party (other than each other and their respective Representatives) any confidential or proprietary information related to the business of OldCo (other than with respect to the Included Subsidiaries) and/or the Excluded Subsidiaries; provided, that the foregoing restriction shall not (i) apply to any information (A) generally available to, or known by, the public (other than as a result of disclosure in violation of the Confidentiality Agreement or this Section 9.4(c)) or (B) independently developed by Buyer or any of its Affiliates (including Meritas and the Included Subsidiaries during such period) after Closing without reference to or use of the applicable confidential or proprietary information, or (ii) prohibit any disclosure (x) required by Law so long as, to the extent legally permissible and feasible, Buyer provides the Sellers’ Representative with reasonable prior written notice of such disclosure and a reasonable opportunity to contest such disclosure or (y) made in connection with the enforcement of any right or remedy relating to this Agreement or the Transaction.

9.5 Director and Officer Liability and Indemnification.

(a) For a period of six years after the Closing, the Buyer Parties shall not, and shall not permit any of the Meritas Companies to, amend, repeal or modify any provision in any of the Meritas Companies’ certificate or articles of incorporation, bylaws or other equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law), it being the intent of the Parties that the officers and directors of the Meritas Companies shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent of the Law and that no change, modification or amendment of such arrangements may be made that will affect any such Person’s right thereto without the prior written consent of that Person.

(b) In addition to the other rights provided for in this Section 9.5 and not in limitation thereof, from and after the Closing, the Buyer Parties shall, and shall cause the Meritas Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (i) indemnify and hold harmless (and release from any liability to the Buyer Parties or any of the Meritas Companies), the D&O Indemnified Persons against all D&O Expenses (as defined below) and all losses, claims, damages, judgments and amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of any of the Meritas Companies arising out of acts or omissions in such Person’s capacity as a director of officer occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying

Party has assumed the defense of such claim) promptly after receipt of statements therefor; provided, however, that the Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the purposes of this Section 9.5(b), “D&O Expenses” shall include reasonable attorneys’ fees and all other reasonable and documented costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs).

(c) On or before the Closing, OldCo shall obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better financial-strength rating from A.M. Best Company as the Meritas Companies’ current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable to any of the Meritas Companies’ directors and officers as any of the Meritas Companies’ existing policies with respect to matters existing or occurring at or prior to the Closing Date.

(d) In the event that the Buyer Parties or the Meritas Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, the Buyer Parties shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 9.5.

(e) The provisions of this Section 9.5 are intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Person referred to in Section 9.5(a), his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

9.6 Access to Books and Records.

(a) From and after the Closing, the Buyer Parties shall cause the Meritas Companies to provide the Sellers’ Representative with reasonable access (for the purpose of examining and copying), during normal business hours and under reasonable supervision by the Buyer Parties or their respective Representatives, to the financial books and records and minute books of the Meritas Companies and with respect to periods or occurrences prior to the Closing Date in connection with any proper purpose relating to OldCo’s or the Sellers’ prior ownership of the Meritas Companies or this Agreement or the Transaction, subject, in each case, to the confidentiality provisions of Section 9.4. The Buyer Parties shall not, and shall not permit the Meritas Companies to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records of the Meritas Companies relating to pre-Closing

periods, or any portions thereof, without first giving reasonable prior notice to the Sellers’ Representative and offering to surrender to the Sellers’ Representative such books and records or such portions thereof. Notwithstanding anything to the contrary in this Agreement, the Buyer Parties and the Meritas Companies shall not be required to disclose any information to the Sellers’ Representative if such disclosure would reasonably be expected to: (i) cause significant competitive harm to its businesses; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (provided, that the Buyer shall notify the Sellers’ Representative if any such information is being withheld as a result of any such harm or obligation of privilege, Law, fiduciary duty or agreement).

(b) From the Agreement Date until the Closing, subject to the confidentiality provisions of Section 9.4, Sellers shall cause the Meritas Companies to provide the Buyer Parties and their respective Affiliates and Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and under reasonable supervision by OldCo on its Representatives, to the books, records, personnel, officers, Representatives, assets, properties and agreements of the Meritas Companies, and the Sellers shall cause the Meritas Companies to permit the Buyer Parties to make such inspections (but excluding sampling or testing of the environment without the Sellers’ Representative’s prior written consent) as the Buyer Parties may reasonably require, furnish the Buyer Parties during such period with all such information relating to the Meritas Companies as the Buyer Parties may from time to time reasonably request, including financial and operating data and other information relating to the Meritas Companies. Notwithstanding anything to the contrary in this Agreement, Meritas or OldCo shall not be required to disclose any information to the Buyer Parties if such disclosure would reasonably be expected to: (A) cause significant competitive harm to their respective businesses if the Transaction is not consummated; (B) jeopardize any attorney-client or other privilege; or (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (provided, that Meritas or OldCo shall notify the Buyer if any such information is being withheld as a result of any such harm or obligation of privilege, Law, fiduciary duty or agreement).

9.7 Reorganization.

(a) The Meritas Parties and OldCo, at their sole expense, shall take, or cause to be taken, all actions and do promptly or cause to be done promptly, all things necessary, proper or advisable to effect the Reorganization in accordance with the steps set forth on Exhibit A, including by executing and delivering all related agreements, instruments, certificates and all other documents to effect the Reorganization. The Meritas Parties shall consult with the Buyer regarding the manner and status of the implementation of the Reorganization (including to the extent that the Meritas Parties determine that additional actions, if any, need to occur in connection with the Reorganization) (provided, that (i) such additional actions shall require the prior written consent of Buyer if such additional actions would reasonably be expected to have any adverse tax, accounting, financial, or operational impact on any Buyer Party post-Closing and (ii) any such required consent of Buyer may not be unreasonably withheld, conditioned or delayed) and shall provide the Buyer with copies of all material agreements and instruments executed in connection therewith.

(b) No Meritas Party shall be required to enter into any agreement pursuant to this Section 9.7 that is not contingent upon the Closing.

(c) In connection with the Reorganization, the Meritas Parties shall cause (i) all Meritas Employees, other than Excluded Employees, to have been transferred out of OldCo and Meritas Administrative Services, LLC to Meritas or an Included Subsidiary and (ii) all Employee Plans identified on Schedule 9.7(c) to have been transferred to Meritas or an Included Subsidiary; and, in each case, such transfers shall not result in any Liability to Meritas, any Included Subsidiary or any Buyer Party. The Meritas Parties shall keep the Buyer informed about the progress of the transfer of such Meritas Employees and Employee Plans. In particular, the Meritas Parties shall inform the Buyer of any objections against the transfer and any refusal to accept employment with Meritas or one of the Included Subsidiaries.

(d) Without limiting the generality of the provisions of Section 9.7(a) or Exhibit A, prior to the Closing and as part of the Reorganization, OldCo shall, and shall cause Meritas Administrative Services, LLC to, effect all transfers and assignments and take all such actions as are necessary so that as of the Closing any assets, Contracts, rights, Governmental Authorizations, interests or properties to the extent primarily related to the operation of the business of any Meritas Company or any Target Group School (collectively, the “Reorganization Assets”), shall be transferred to Meritas or, at Buyer’s option, any of the other Meritas Companies. For the avoidance of doubt, the Reorganization shall include those actions described in Schedule 9.7(d)-1, and in all events the Reorganization Assets shall exclude those assets set forth on Schedule 9.7(d)-2. If prior to the Closing, OldCo and/or Meritas Administrative Services, LLC are not able to transfer or assign any Reorganization Asset as contemplated by this Section 9.7(d) (a “Non-Assignable Reorganization Asset”), whether due to a failure to obtain a Consent, waiver or otherwise (each, a “Third Party Approval”), then OldCo and the Excluded Subsidiaries shall use its Reasonable Efforts to promptly obtain such Third Party Approval from and after the Closing. Until such Third Party Approval is obtained, to the extent permissible under Law, (i) OldCo or Meritas Administrative Services, LLC shall continue to perform any obligation under such Reorganization Asset, (ii) OldCo or Meritas Administrative Services, LLC shall hold in trust for the benefit of Buyer and its Affiliates (after the Closing), and shall promptly forward to Buyer, any monies or other benefits received pursuant to such Reorganization Asset relating to the Meritas Companies or the Target Group Schools and (iii) the Parties shall use Reasonable Efforts to institute alternative arrangements intended to put the Parties in a substantially similar economic position as if such Reorganization Asset were transferred. Once the necessary Third Party Approval is obtained, the applicable Reorganization Asset shall be deemed to have been automatically transferred to Buyer or the applicable Meritas Company on the terms set forth in this Agreement, as of the Effective Time, for no additional consideration.

9.8 Post-Closing Cooperation.

(a) Schedule A of the form Transition Services Agreement attached hereto as Exhibit G (the “Transition Services Agreement”) reflects a summary of services (the “Summary of Services”) anticipated by the parties to be provided pursuant to the Transition Services Agreement after the Closing for the time periods set forth therein. The Summary of Services may not sufficiently describe all such services in detail. Accordingly, the parties hereto

agree that, from and after the date hereof until the Closing Date, they will negotiate in good faith to refine the description of services included within the Summary of Services so as to provide sufficient operational detail.

(b) In the event that at any time after the Closing and except to the extent otherwise addressed in this Agreement, any of the Sellers, OldCo, Blocker or the Excluded Subsidiaries, receives or otherwise possesses any property or asset (including Cash) that is reasonably necessary to operate the business of the Meritas Companies or that should otherwise belong to Buyer or the Meritas Companies pursuant to this Agreement, Sellers shall promptly transfer, or cause its Affiliates (including OldCo and the Excluded Subsidiaries) to promptly transfer, such asset to Buyer or the applicable Meritas Company (at Buyer’s option), for no additional consideration. Prior to any such transfer, Sellers shall, and shall cause its Affiliates to, hold such property or asset in trust for the benefit of Buyer. In the event that at any time after the Closing Date, Buyer or its Affiliates, including the Meritas Companies, receives or otherwise possess any property or asset (including Cash not included as Cash in the Closing Purchase Price Adjustment Schedule) that should belong to the Sellers or their Affiliates (including OldCo and the Excluded Subsidiaries), Buyer shall promptly transfer, or cause its Affiliates (including the Meritas Companies) to promptly transfer, such property or asset to the Sellers or their appropriate Affiliate (at the Sellers Representative’s option), for no additional consideration. Prior to any such transfer, Buyer shall, and shall cause its Affiliates to, hold such property or asset in trust for the benefit of Sellers.

9.9 Termination of Intercompany Balances and Affiliate Transactions.

(a) Except as set forth on Schedule 9.9(a)(i), the Meritas Parties shall, and shall cause the Excluded Subsidiaries to, take all necessary actions to ensure, that all Meritas Affiliate Transactions and Chengdu Affiliate Transactions, including those agreements, arrangements or understandings set forth on Schedule 9.9(a)(ii), and all obligations of the Meritas Companies or the Target Group Schools under Contracts with respect thereto, shall be terminated at or prior to the Closing, with no further Liability of the Buyer Parties or their respective Affiliates (including the Meritas Companies) with respect thereto. In furtherance of the foregoing, to the extent reasonably requested by the Buyer, the Meritas Parties shall provide the Buyer with evidence of termination of any such Meritas Affiliate Transaction, Chengdu Affiliate Transaction or Contract prior to or as of the Closing.

(b) Except as set forth on Schedule 9.9(b), Sellers shall cause all Intercompany Balances to be eliminated by discharge or otherwise in their entirety effective on or prior to the Closing without any adverse tax, accounting, financial, or operational impact on the Meritas Companies post-Closing.

9.10 Sterling Name. Promptly following the Closing, the Buyer shall, or shall cause each of the Surviving Company and its Subsidiaries to change such entity’s name as needed to remove any use of the “Sterling” name.

9.11 Meritas Name. Promptly following the Closing, Sellers shall, or shall cause each of OldCo and the Excluded Subsidiaries to change such entity’s name as needed to remove any use of the “Meritas” name unless permitted pursuant to any other Transaction Agreement.

9.12 Insurance. From and after the Closing, to the extent that (a) any insurance policy owned or controlled by any Seller or their respective Affiliates (including OldCo and the Excluded Subsidiaries) (the “Seller Insurance Policies”) may cover, or permit recovery for, any Losses relating to the Meritas Companies arising out of any occurrence prior to the Closing and (b) the Seller Insurance Policy permits claims to be made thereunder with respect to such Losses, Sellers or their respective Affiliates (including OldCo and the Excluded Subsidiaries) shall cooperate with Buyer in submitting and pursuing claims on behalf of and for the benefit of the applicable Buyer Indemnified Party under any Seller Insurance Policy.

9.13 Non-Solicitation.

(a) For a period of two (2) years following the Closing Date, no Seller shall, and each Seller shall cause its Affiliates (including OldCo and the Excluded Subsidiaries) and its and their Representatives not to, directly or indirectly, (i) request, induce or attempt to influence any Covered Employee to terminate his or her employment with or service to the Meritas Companies or the Target Group Schools or (ii) hire or employ, or solicit the employment of, or make or extend any offer of employment to, any such Covered Employee. Nothing in this Section 9.13(a) shall restrict or prevent any Seller from making generalized searches for employees by the use of advertisements in media of any form (including trade media) or by engaging search firms that are not instructed to solicit the employees referenced in the foregoing clause (i) or, in either case, hiring any employee who responds to such generalized searches or search firm solicitations. The restrictions of this Section 9.13(a) shall cease to apply to a Covered Employee (x) who is terminated by a Meritas Company or Target Group School with or without cause, (y) three (3) months after the date of voluntary termination of his or her employment with the applicable Meritas Company or Target Group School or (z) set forth on Schedule 9.13(a) if, after such Covered Employee has ceased to provide services to Meritas pursuant to the Transition Services Agreement, any such Person elects not to be employed by any of the Buyer Parties or the Meritas Companies.

(b) For a period of two (2) years following the Closing Date, no Buyer Party shall, and each Buyer Party shall cause its Affiliates (including the Surviving Company and the Included Subsidiaries) and its and their Representatives not to, directly or indirectly, (i) request, induce or attempt to influence any Covered Employee to terminate his or her employment with or service to OldCo or the Excluded Subsidiaries or (ii) hire or employ, or solicit the employment of, or make or extend any offer of employment to, any such Covered Employee. Nothing in this Section 9.13(b) shall restrict or prevent any Buyer Party from making generalized searches for employees by the use of advertisements in media of any form (including trade media) or by engaging search firms that are not instructed to solicit the employees referenced in the foregoing clause (i) or, in either case, hiring any employee who responds to such generalized searches or search firm solicitations. The restrictions of this Section 9.13(b) shall cease to apply to a Covered Employee (x) who is terminated by an Excluded Subsidiary or OldCo with or without cause, (y) three (3) months after the date of voluntary termination of his or her employment with the applicable Excluded Subsidiary or OldCo or (z) set forth on Schedule 9.13(b) if, after such Covered Employee has ceased to provide services to Meritas pursuant to the Transition Services Agreement, and any such Person elects not to be employed by any of OldCo or the Excluded Subsidiaries.

(c) It is the intention of the parties hereto that the provisions of this Section 9.13 be enforced to the fullest extent permissible, and shall be deemed subject to automatic modification, to the extent necessary to remain enforceable. The unenforceability (or the modification to conform to Law) of any provisions of this Section 9.13 shall not render unenforceable, or impair, the remainder of the provisions of this Section 9.13. Accordingly, if any provision of this Section 9.13 shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction.

ARTICLE X

CONDITIONS PRECEDENT TO THE CLOSING

10.1 Conditions Precedent to Each Party’s Obligations. The respective obligations of each Party to consummate the Transaction will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the affected Party:

(a) No Legal Prohibition. No Law or Order shall be enacted, promulgated, entered or enforced by any court or Governmental Authority which would restrain, enjoin or prohibit the consummation by such Party of the Transaction, and there shall be no Action pending before a court or other Governmental Authority seeking to restrain, enjoin or prohibit the consummation of the Transaction.

(b) No Injunction. Such Party shall not be prohibited by any Order of a court or Governmental Authority of competent jurisdiction from consummating the Transaction.

(c) Waiting Periods. All applicable waiting periods (and any extensions thereof) under the HSR Act and any other Antitrust Laws identified on Schedule 10.1(c) shall have expired or otherwise been terminated. All waiting periods applicable to the Transaction under any other Antitrust Law not identified on Schedule 10.1(c) shall have expired or been terminated, except in jurisdictions in which the failure of such waiting periods to have expired or been terminated would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect with respect to the Meritas Companies, taken as a whole.

(d) Other Governmental Approvals. All actions by or in respect of, or filings with, any Governmental Authority (i) identified on Schedule 10.1(d), or (ii) otherwise required to permit the consummation of the Transaction shall have been taken, made or obtained, other than, in the case of clause (ii), such actions or filings in which the failure to take, make or obtain would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect with respect to the Meritas Companies, taken as a whole.

(e) Regulatory Approvals. All notices, applications, consents or other documents submitted to or obtained from any Educational Agency as identified on Schedule 8.4 shall have been obtained from the applicable Educational Agency.

(f) Reorganization. The Reorganization shall have been completed in all respects.

10.2 Conditions Precedent to Obligations of the Buyer Parties. The obligations of the Buyer Parties under this Agreement to consummate the Transaction will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the Buyer or Merger Sub:

(a) Accuracy of Representations and Warranties. The representations and warranties of (i) Meritas and OldCo in Article III, (ii) Chengdu in Article IV, (iii) the Blocker in Article V, and (iv) the Sellers in Article VI shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality” or “Material Adverse Effect”) as of the Closing Date with the same force and effect as though made at and as of the Closing Date, except where the failures of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Meritas Companies, taken as a whole; provided that (A) representations and warranties that expressly speak as of another specified date, which representations and warranties shall be true and correct as of such specified date, (B) the Specified Meritas Fundamental Representations, and any Meritas Fundamental Representation that is qualified or limited by “materiality” or “Material Adverse Effect”, shall be true and correct in all respects and (C) all other Meritas Fundamental Representations shall be true and correct in all material respects.

(b) Performance of Covenants. Each of the Meritas Parties shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by any of them at or prior to the Closing.

(c) No Material Adverse Change. No change, effect, event, occurrence, state of facts or development shall have occurred or become known since the date of this Agreement which individually or in the aggregate constitutes a Material Adverse Change for the Meritas Companies, taken as a whole.

(d) Payoff Letters. For each instrument of Indebtedness of Meritas set forth on Schedule 10.2(d), a payoff letter in a form reasonably acceptable to Buyer and duly executed by each such creditor indicating, among other things, that upon payment of a specified amount, such holder shall release its Liens and other security interests in, and agree to execute Uniform Commercial Code Termination Statements and such other documents or endorsements necessary to release its Liens and other security interests in, the assets and properties of Meritas and its Subsidiaries.

(e) Closing Certificate. The Buyer shall receive at the Closing a certificate, dated as of the Closing Date and executed by the Sellers’ Representative, certifying the fulfillment of the conditions set forth in Sections 10.2(a) and 10.2(b).

(f) Closing Deliveries. The Meritas Parties shall have delivered, or caused to be delivered, to the Buyer the items and documents set forth in Section 11.1.

10.3 Conditions Precedent to Obligations of the Meritas Parties. The obligations of the Meritas Parties under this Agreement to consummate the Transaction will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing at the option of the Sellers’ Representative:

(a) Accuracy of Representations and Warranties. The representations and warranties of the Buyer Parties contained in Article VII shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality” or “Material Adverse Effect”) as of the Closing Date with the same force and effect as though made at and as of the Closing Date, except where the failures of such representations and warranties to be true, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Buyer Parties, taken as a whole; provide that (A) representations and warranties that expressly speak as of another specified date, which representations and warranties shall be true and correct as of such specified date, (B) the Buyer Fundamental Representations that are qualified or limited by “materiality” or “Material Adverse Effect” shall be true and correct in all respects and (c) all other Buyer Fundamental Representations be true and correct in all material respects.

(b) Performance of Covenants. Each of the Buyer Parties shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by such Party on or prior to the Closing.

(c) Closing Certificate. The Sellers’ Representative shall receive at the Closing a certificate, dated as of the Closing Date and executed by an executive officer of Parent, certifying the fulfillment of the conditions set forth in Sections 10.3(a) and 10.3(b).

(d) Closing Deliveries. The Buyer Parties shall have delivered, or caused to be delivered, to Meritas, the Sellers, the Sellers’ Representative or the Paying Agent, as applicable, the items and documents set forth in Section 11.2.

ARTICLE XI

CLOSING

11.1 Deliveries by the Meritas Parties. At the Closing, the Meritas Parties shall deliver or cause to be delivered to the Buyer:

(a) Instruments of Conveyance of Purchased Equity. The Instruments of Conveyance, in form and substance satisfactory to the Buyer;

(b) Certificate. The certificate required by Section 10.2(e);

(c) Transaction Agreements. Each of the Transaction Agreements duly executed by the Meritas Party that is a party thereto;

(d) Good Standing Certificates. (i) A good standing certificate with respect to each of Meritas and the Blocker certified by the Secretary of State of Delaware as of a date not more than seven (7) days prior to the Closing Date, and (ii) a good standing certificate for

Chengdu issued by the Registrar of Companies of the Cayman Islands as of a date not more than seven (7) days prior to the Closing Date;

(e) FIRPTA Certificates. A (i) certificate from Meritas, satisfying the requirements of Treasury Regulation Section 1.1445-11T(d)(2)(i) that no withholding is required under Treasury Regulation Section 1.1445-11T(d)(1) with respect to the sale of Meritas Units and (ii) a non-foreign affidavit dated as of the Closing Date from each of the Blocker Stockholders that complies with Treasury Regulation Section 1.1445-2(b)(2), duly completed and executed by each Blocker Stockholder, certifying as to each Person’s non-foreign status.

(f) Meritas Transaction Expenses Schedule. A schedule prepared by Meritas and signed by the chief financial officer of Meritas (the “Meritas Transaction Expenses Schedule”), which shall be attached hereto as Schedule 11.1(f), that will reflect the estimated amount of the Transaction Expenses of the Meritas Parties payable to each Person set forth on the Meritas Transaction Expenses Schedule, together with the estimated Aggregate Meritas Transaction Expenses Amount, in each case, as determined pursuant to Section 2.7(b);

(g) Closing Purchase Price Payment Allocation Schedule. A schedule prepared by Meritas and signed by the chief financial officer of Meritas (the “Closing Purchase Price Allocation Schedule”), which shall be attached hereto as Schedule 11.1(g), that will reflect as determined pursuant to the Meritas Operating Agreement, the 2010 Equity Incentive Plan, this Agreement and applicable Law, the portion of the Purchase Price payable to each Seller;

(h) LMPS Transaction Documents. Each of the LMPS Transaction Documents duly executed by the Meritas Party that is a party thereto; and

(i) Non-Compete Agreements. Non-compete agreements in the form attached as Exhibit K executed by each Person set forth on Schedule 11.1(i).

(j) Organizational Documents, etc. (i) copies of each of the Organizational Documents and books and records (including minute books, equityholder registers, certificates representing equity capital (if applicable) and other similar items) of each of the Meritas Companies, and (ii) a certificate duly executed by an authorized signatory of the applicable Meritas Company, certifying that all books and records of each Meritas Company have been completely and accurately maintained through the Closing Date in accordance with applicable Law in all material respects and are located at the registered office or principal place of business of the applicable Meritas Company.

(k) Resignation Letters. Written resignations, effective as of the Closing, of the directors, managers and officers appointed by the applicable governing body (or persons holding similar positions) of each of the Meritas Companies from their capacities in such positions.

(l) Other Documents. Such other documents and instruments the Buyer, Merger Sub or their respective counsel shall deem reasonably necessary to consummate the Transaction.

11.2 Deliveries by the Buyer and Merger Sub. The Buyer Parties will deliver or cause to be delivered to Meritas, the Sellers, the Sellers’ Representative or the Paying Agent, as applicable:

(a) Payment. Payment of the amounts as provided in Section 2.6;

(b) Parent Certificate. The certificate required by Section 10.3(c);

(c) Transaction Agreements. Each of the Transaction Agreements duly executed by the Buyer Parties (to the extent a party thereto);

(d) Good Standing Certificates. Certificates of good standing with respect to each of the Buyer Parties issued by the responsible Governmental Authority of the jurisdictions of their respective formation (to the extent any such certificate is routinely issued by any such jurisdiction), certified as of a date not more than seven (7) days prior to the Closing Date;

(e) LMPS Transaction Documents. Each of the LMPS Transaction Documents duly executed by the Buyer Party that is a party thereto; and

(f) Other Documents. Such other documents and instruments as the Sellers’ Representative or its counsel shall deem reasonably necessary to consummate the Transaction.

ARTICLE XII

POST-CLOSING MATTERS

12.1 Tax Matters.

(a) Tax Returns of Meritas and its Subsidiaries.

(i) The Sellers’ Representative shall prepare or cause to be prepared the Tax Returns of Meritas and its Subsidiaries that relate to any Pre-Closing Tax Period (each such Tax Return, an “Meritas Pre-Closing Tax Return”), and such Tax Returns shall be prepared in a manner consistent with past customs and practices employed by Meritas and its Subsidiaries to the extent in compliance with Law. At least thirty (30) days prior to the date on which Meritas or one of its Subsidiaries, as applicable, timely files any income Tax Return relating to any Pre-Closing Tax Period (each such income Tax Return of Meritas or one of its Subsidiaries, a “Meritas Pre-Closing Income Tax Return”) and as soon as reasonably practicable for all other Meritas Pre-Closing Tax Returns, the Seller’s Representative shall submit a draft of each such Meritas Pre-Closing Tax Return to the Buyer for its review and approval prior to filing. In the event that the Buyer has any comments to the draft Meritas Pre-Closing Tax Return, the Buyer shall submit such comments in writing to the Sellers’ Representative within ten (10) days after the Buyer receives the draft from the Sellers’ Representative. The Sellers’ Representative shall incorporate the Buyer’s reasonable comments to each Meritas Pre-Closing Tax Return to the extent that such comment is that the applicable Tax Return is not reported in a manner consistent with past customs

and practices employed by Meritas and its Subsidiaries or that the treatment of the applicable Tax Item is not consistent with Law. If the Sellers’ Representative does not agree with the Buyer’s comment and believes that the Meritas Pre-Closing Tax Return is prepared consistent with past customs and practice and consistent with Law, the parties shall attempt to resolve the dispute in good faith and if unable to do so, shall submit the dispute to the Accountants who shall determine which party is correct. To the extent such Meritas Pre-Closing Tax Returns are not filed prior to the Closing Date, the Sellers’ Representative shall send to the Buyer each Meritas Pre-Closing Tax Return no later than five (5) days prior to the due date with respect to such Tax Return (including extensions), which the Buyer shall timely file in the finalized form as received from the Sellers’ Representative and remit any Tax due thereon, if any. Except to the extent that such Taxes were paid prior to the Closing Date, the Sellers’ Representative, on behalf of the applicable Sellers, shall timely pay or cause to be paid all Taxes shown as due on the Meritas Pre-Closing Tax Returns in accordance with Law.

(ii) The Buyer shall prepare all Tax Returns of Meritas and its Subsidiaries for any Straddle Periods (each, a “Meritas Straddle Period Tax Return”), and, subject to Section 12.1(a)(iv) below, such Straddle Period Tax Returns shall be prepared in a manner consistent with past customs and practices employed with respect to Meritas and its Subsidiaries. At least thirty (30) days prior to the date on which Meritas or one of its Subsidiaries, as applicable, timely files any income Tax Return for the taxable year that includes the Closing Date (each such income Tax Return of Meritas, a “Straddle Period Income Tax Return”) and as soon as reasonably practicable for all other Meritas Straddle Period Tax Returns, the Buyer shall, or shall cause Meritas or one of its Subsidiaries, as applicable, to submit a draft of each Meritas Straddle Period Tax Return to the Sellers’ Representative for its review and approval prior to filing. In the event that the Sellers’ Representative has any comments to the draft Meritas Straddle Period Tax Return, the Sellers’ Representative shall submit such comments in writing to the Buyer within ten (10) days after the Sellers’ Representative receives the draft from the Buyer. The Buyer shall incorporate all of the Sellers’ Representative’s reasonable comments to each Meritas Straddle Period Tax Return to the extent that such comment is that the applicable Tax Item is not reported in a manner consistent with past customs and practices employed by Meritas and its Subsidiaries or that the treatment of the applicable Tax Item is not consistent with Law. If the Buyer does not agree with the Sellers’ Representative’s comment and believes that the Meritas Straddle Period Tax Return is prepared consistent with past customs and practice and consistent with Law, the parties shall attempt to resolve the dispute in good faith and if unable to do so, shall submit the dispute to the Accountants who shall determine which party is correct, and;

(x) the Buyer shall file, or cause Meritas or one of its Subsidiaries, as applicable. to file, such Meritas Straddle Period Tax Return and remit the Tax due thereon, if any, in a timely manner; and

(y) the Buyer shall immediately submit the finalized Schedules K-1 as follows: (A) the Schedule K-1 for each Member Seller shall be submitted to such Member Seller and (B) the Schedule K-1 for the Blocker shall be submitted to the Sellers’ Representative.

(iii) Buyer shall timely pay or cause to be paid all Taxes with respect to any Meritas Straddle Period Tax Return in accordance with Law; provided, however, that, except to the extent such Taxes were paid prior to the Closing Date, Sellers’ Representative, on behalf of the applicable Sellers, shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any such Tax Return the amount of Taxes reported on such Tax Return attributable to a Pre-Closing Tax Period, calculated in accordance with Section 12.1(d)(i) or (ii), as applicable.

(iv) Notwithstanding anything to the contrary in Section 12.1(d) below, the parties will employ the closing of the books method and hereby consent to, and agree that each applicable party’s distributive share (including, but not limited to, each Member Seller’s, the Blocker’s and the Buyer’s distributive share) of Meritas’ income, gain, loss, and deduction for the taxable year of Meritas that includes the Closing Date shall be determined on the basis of an interim closing of the books of Meritas as of the close of the business on the Closing Date, and shall not be based on a proration of such items for the entire taxable year.

(b) Tax Returns of Chengdu.

(i) The Sellers’ Representative shall prepare or cause to be prepared the Tax Returns of Chengdu and its Subsidiaries that relate to any Pre-Closing Tax Period (each such Tax Return, a “Chengdu Pre-Closing Tax Return”), and such Tax Returns shall be prepared in a manner consistent with past customs and practices employed by Chengdu and its Subsidiaries to the extent in compliance with Law. At least thirty (30) days prior to the date on which Chengdu or one of its Subsidiaries, as applicable, timely files any income Tax Return relating to any Pre-Closing Tax Period (each such income Tax Return of Chengdu or one of its Subsidiaries, a “Chengdu Pre-Closing Income Tax Return”) and as soon as reasonably practicable for all other Chengdu Pre-Closing Tax Returns, the Seller’s Representative shall submit a draft of each such Chengdu Pre-Closing Tax Return to the Buyer for its review and approval prior to filing. In the event that the Buyer has any comments to the draft Chengdu Pre-Closing Tax Return, the Buyer shall submit such comments in writing to the Buyer within ten (10) days after the Buyer receives the draft from the Seller’s Representative. The Seller’s Representative shall incorporate the Buyer’s reasonable comments to each Chengdu Pre-Closing Tax Return to the extent that such comment is that the applicable Tax Item is not reported in a manner consistent with past customs and practices employed by Chengdu and its Subsidiaries or that the treatment of the applicable Tax Item is not consistent with Law. If the Seller’s Representative does

not agree with the Buyer’s comment and believes that the Chengdu Pre-Closing Tax Return is prepared consistent with past customs and practice and consistent with Law the parties shall attempt to resolve the dispute in good faith and if unable to do so, shall submit the dispute to the Accountants who shall determine which party is correct. To the extent such Chengdu Pre-Closing Tax Returns are not filed prior to the Closing Date, the Sellers’ Representative shall send to the Buyer, no later than five (5) days prior to the due date with respect to such Tax Return, including extensions, each Chengdu Pre-Closing Tax Return and, to the extent any Tax payment is reflected as due on such Chengdu Pre-Closing Tax Return, the amount of such Tax due, which Chengdu Pre-Closing Tax Return the Buyer shall timely file in the finalized form as received from the Sellers’ Representative and remit the Tax due thereon, if any. Except to the extent that such Taxes were paid prior to the Closing Date, the Sellers’ Representative, on behalf of the applicable Seller(s), shall timely pay or cause to be paid all Taxes shown as due on the Chengdu Pre-Closing Tax Returns in accordance with Law.

(ii) The Buyer shall prepare all Tax Returns of Chengdu and its Subsidiaries for any Straddle Periods (each, a “Chengdu Straddle Period Tax Return”) and such Chengdu Straddle Period Tax Returns shall be prepared in a manner consistent with past customs and practices employed with respect to Chengdu and its Subsidiaries to the extent in compliance with Law. At least thirty (30) days prior to the date on which Chengdu or one of its Subsidiaries, as applicable, files any income Tax Return for the taxable year that includes the Closing Date and as soon as reasonably practicable for all other Chengdu Straddle Period Tax Returns, the Buyer shall, or shall cause Chengdu or one of its Subsidiaries, as applicable, to submit a draft of such Tax Return to the Sellers’ Representative for its review and comment prior to the filing of such Tax Return. In the event that the Sellers’ Representative has any comments to such draft Tax Return, the Sellers’ Representative shall submit such comments in writing to the Buyer within ten (10) days after the Sellers’ Representative receives the draft from the Buyer. The Buyer shall incorporate all of the Sellers’ Representative’s reasonable comments to each such Tax Return to the extent that such comment is that the applicable Tax Item is not reported in a manner consistent with past customs and practices employed by Chengdu and its Subsidiaries or that the treatment of the applicable Tax Item is not consistent with Law. If the Buyer does not agree with the Sellers’ Representative’s comment and believes that such Tax Return is prepared consistent with past customs and practice and consistent with Law, the parties shall attempt to resolve the dispute in good faith and if unable to do so, shall submit the dispute to the Accountants who shall determine which party is correct.

(iii) Buyer shall timely pay or cause to be paid all Taxes with respect to any Chengdu Straddle Period Tax Return in accordance with Law; provided, however, that except to the extent such Taxes were paid prior to the Closing Date, the Sellers’ Representative, on behalf of the applicable Sellers, shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any such Tax Return the amount of Taxes reported on such Tax Return attributable to a Pre-

Closing Tax Period, calculated in accordance with Section 12.1(d)(i) or (ii), as applicable.

(iv) No later than thirty (30) days after the Closing Date, the Sellers shall make or cause to be made with the relevant PRC Taxing Authority the relevant Tax filings and disclosures that are required by, and shall make such filings and disclosures in accordance with the requirements of, applicable Law in connection with the Transaction, which includes the Tax Reports and/or other documentation as required pursuant to Bulletin No. 7 and any other PRC Tax Laws (the “Indirect Transfer Tax Filing Documents”) relating to the sale and transfer of the Chengdu shares to the Buyer. Such Indirect Transfer Tax Filling Documents should fully disclose the whole transaction contemplated under this Agreement. For purposes of this Section 12.1(b)(iv), the Sellers shall, no less than ten (10) days from the Closing Date and before it submits Indirect Transfer Tax Filing Documents to a PRC Tax Authority, (A) confer with the Buyer and the Tax Advisor in good faith regarding the timing and venue of its proposed filing and (B) provide a copy of its Indirect Transfer Tax Filing Documents to the Buyer and the Tax Advisor and consider and accept any reasonable comments raised by the Buyer and the Tax Advisor before the filing. The following shall be considered adequate evidence that a Tax filing has been made: a copy of the Indirect Transfer Tax Filing Documents in accordance with Bulletin No. 7 and an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Taxing Authority or the original signature of the PRC Taxing Authority on the duplicate of the filing documents submitted that is provided to the Buyer promptly after such filings are made with the relevant PRC Taxing Authority. To the extent that the Sellers are finally determined to be required by applicable Law, including Bulletin No. 7, to pay any Tax in connection with the Transaction, it shall provide the Buyer, as soon as practicable, with a copy of the Tax Return filing, Tax payment / clearance certificate(s) and receipt(s) of payment issued by the relevant PRC Taxing Authority evidencing the full and timely payment of such Tax in accordance with Law, including Bulletin No. 7. In addition, the Buyer shall also have the right under Bulletin No. 7 to notify the appropriate PRC Tax Authority for the sale and transfer of the Chengdu shares or take other actions required by Law with respect to the sale of the Chengdu Shares.

(i) The Sellers’ Representative shall prepare or cause to be prepared the Tax Returns of the Blocker and that relate to any Pre-Closing Tax Period (each such Tax Return, a “Blocker Pre-Closing Tax Return”), and such Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Blocker to the extent in compliance with Law. At least thirty (30) days prior to the date on which the Blocker, as applicable, timely files any income Tax Return for relating to any Pre-Closing Tax Period the taxable year that includes the Closing Date (each such income Tax Return of Blocker, a “Blocker Pre-Closing Income Tax Return”) and as soon as reasonably practicable for all other Blocker Pre-Closing Tax Returns, the Seller’s

Representative shall submit a draft of each such Blocker Pre-Closing Tax Return to the Buyer for its review and approval prior to filing. In the event that the Buyer has any comments to the draft Blocker Pre-Closing Tax Return, the Buyer shall submit such comments in writing to the Sellers’ Representative within ten (10) days after the Buyer receives the draft from the Sellers’ Representative. The Sellers’ Representative shall incorporate the Buyer’s reasonable comments to each Blocker Pre-Closing Tax Return to the extent that such comment is that the applicable Tax Item is not reported in a manner consistent with past customs and practices employed by Blocker or that the treatment of the applicable Tax Item is not consistent with Law. If the Seller’s Representative does not agree with the Buyer’s comment and believes that the Blocker Pre-Closing Tax Return is prepared consistent with past customs and practice and consistent with Law, the parties shall attempt to resolve the dispute in good faith and if unable to do so, shall submit the dispute to the Accountants who shall determine which party is correct. To the extent such Blocker Pre-Closing Tax Returns are not filed prior to the Closing Date, the Sellers’ Representative shall send to the Buyer, no later than five (5) days prior to the due date with respect to such Tax Return, including extensions, each Blocker Pre-Closing Tax Return and, to the extent any Tax payment is reflected as due on such Blocker Pre-Closing Tax Return, the amount of such Tax due, which Blocker Pre-Closing Tax Return the Buyer shall timely file in the finalized form as received from the Sellers’ Representative and remit the Tax due thereon, if any. Except to the extent that such Taxes were paid prior to the Closing Date, the Sellers’ Representative, on behalf of the applicable Sellers, shall timely pay or cause to be paid all Taxes shown as due on the Blocker Pre-Closing Tax Returns in accordance with Law.

(ii) The Buyer shall prepare all Tax Returns of the Blocker for any Straddle Periods (each, a “Blocker Straddle Period Tax Return”), and such Blocker Straddle Period Tax Returns shall be prepared in a manner consistent with past customs and practices employed with respect to the Blocker to the extent in compliance with Law. At least thirty (30) days prior to the date on which the Blocker files any income Tax Return for the taxable year that includes the Closing Date and as soon as reasonably practicable for all other Blocker Straddle Period Tax Returns, the Buyer shall submit a draft of such Tax Return to the Sellers’ Representative for its review and comment prior to the filing of such Tax Return. In the event that the Sellers’ Representative has any comments to such draft Tax Return, the Sellers’ Representative shall submit such comments in writing to the Buyer within ten (10) days after the Sellers’ Representative receives the draft from the Buyer. The Buyer shall incorporate all of the Sellers’ Representative’s reasonable comments to each such Tax Return to the extent that such comment is that the applicable Tax Item is not reported in a manner consistent with past customs and practices employed by the Blocker or that the treatment of the applicable Tax Item is not consistent with Law. If the Buyer does not agree with the Sellers’ Representative’s comment and believes that such Tax Return is prepared consistent with past customs and practice and consistent with Law, the parties shall attempt to resolve the dispute in good faith and if unable to

do so, shall submit the dispute to the Accountants who shall determine which party is correct.

(iii) Buyer shall timely pay or cause to be paid all Taxes with respect to any Blocker Straddle Period Tax Return in accordance with Law; provided, however, that except to the extent such Taxes were paid prior to the Closing Date, Sellers’ Representative, on behalf of the applicable Sellers, shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any such Tax Return the amount of Taxes reported on such Tax Return attributable to a Pre-Closing Tax Period, calculated in accordance with Section 12.1(d)(i) or (ii), as applicable.

(d) Allocation of Taxes Related to Straddle Periods. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date shall be:

(i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable if the taxable year ended on and included the Closing Date (an interim closing of the books); provided that Taxes resulting from extraordinary actions taken by Buyer at or after the Closing and not otherwise contemplated by this Agreement shall be allocated to the Buyer; and

(ii) in the case of Taxes imposed on a periodic basis with respect to the assets of Meritas, Chengdu or the Blocker, as applicable, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period.

(e) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including any penalties and interest) incurred in connection with the Transaction (collectively, “Transfer Taxes”) shall be shared equally by the Sellers, on the one hand, and by the Buyer, on the other hand. The Sellers’ Representative agrees to cooperate with the Buyer in the filing of any returns with respect to the Transfer Taxes, including promptly supplying any information in its possession reasonably requested by the Buyer that is reasonably necessary to complete such returns. If the Buyer fails to file any returns with respect to Transfer Taxes, the Sellers’ Representative, at the Buyer’s expense, may file such returns.

(f) Tax Proceedings.

(i) Each Party shall notify (A) if Buyer, the Sellers’ Representative, and (B) if Sellers, the Buyer, in each case, in writing within fifteen (15) days of receipt by such Party or any of its Affiliates (including the Meritas Companies) of

notice of any claim for Taxes, including notice of any Tax audits, examinations or assessments that could reasonably be expected to give rise to claim for indemnity pursuant to Section 12.1(m) (any such claim, a “Tax Claim”); provided, that the failure of an Indemnified Party to give notice to any Indemnifying Party shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

(ii) The Sellers’ Representative shall have the right, at its own expense, to control any such audit, examination or proceeding that relates to any Tax Claims relating solely to a taxable period ending on or prior to the Closing Date; provided, that Sellers’ Representative shall keep Buyer reasonably informed as to the status of any such Tax Claim. If the resolution of such Tax Claim would reasonably be expected to have an adverse effect on the Tax Liability of the Buyer or any of its Affiliates for any Post-Closing Tax Period in excess of the Threshold Amount, then the Buyer shall be entitled to participate in any such Tax Claim at its own expense. Sellers’ Representative shall not settle or otherwise compromise any Tax Claim related to a taxable period ended on or prior to the Closing Date without the Buyer’s written consent (not to be unreasonably withheld, conditioned or delayed). In the event that the adverse effect on Buyer exceeds the Threshold Amount, Sellers shall pay Buyer the amount of any such excess. Such obligation shall not be subject to Section 14.3(b)(i).

(iii) With respect to any Tax Claim relating to a Straddle Period, to the extent reasonable, the Tax Items subject to such Tax Claim shall be distinguished and each Party shall control the defense and settlement of those Taxes for which it is liable at its own expense. If any Tax Item cannot be identified as being a Liability of either only Sellers, on the one hand, or only Buyer, on the other hand, or, in each case, if any Tax Item cannot be separated from a Tax Item for which the other Party is liable, the Party which has the greater potential Liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim; provided, that, such Party defends the items as reported on the relevant Tax Return. With respect to any Tax Claim subject to this Section 12.1(f), (i) the controlling Party shall keep the other reasonably informed as to the status of such Tax Claim and (ii) if the resolution of such Tax Claim would reasonably be expected to have an adverse effect on the Tax Liability of the non-controlling Party or any of its Affiliates, then the non-controlling Party shall be entitled to participate in any such Tax Claim at its own expense. The controlling Party shall not settle or otherwise compromise any Tax Claim related to a Straddle Period without the other Party’s written consent (not to be unreasonably withheld, conditioned or delayed).

(g) Allocation of Purchase Price. The Purchase Price (and any additional consideration) shall be allocated by the Sellers’ Representative among the Purchased Equity and Meritas Units (other than those held by the Blocker) in accordance with Schedule 12.1(g)-1. The portion of the Purchase Price so allocated to the Meritas Units (other than those held by the Blocker) shall be allocated by the Sellers’ Representative among the assets of Meritas in accordance with the methodology set forth in Schedule 12.1(g)-2. The Merger is intended to be

treated for income tax purposes as a purchase of all equity interests in Meritas not held by the Blocker. The Buyer and each Meritas Member agree to file all U.S. Federal, state and other Tax Returns (including to reflect the computation of the adjustment to the bases of Meritas’ assets pursuant to Section 743(b) of the Code) in accordance with such allocations.

(h) Certain Tax Elections. The Buyer shall not, and shall not permit any of its Affiliates to, make any election under (i) Sections 336 or 338 of the Code (or any analogous or similar state or local, or foreign law or regulation, if any) with respect to any transaction contemplated by this Agreement, or (ii) Treasury Regulation 301.7701-3 (or any analogous or similar state, local, or foreign law or regulation) for any Meritas Company effective on or before the Closing Date.

(i) Other Tax Actions. The Buyer covenants that, without the prior written consent of the Sellers’ Representative or as required by Law, it will not, and will not cause or permit the Meritas Companies, or any Affiliate of the Buyer to, amend any Tax Returns for any Pre-Closing Tax Period or any Straddle Period or agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Meritas Companies for any Pre-Closing Tax Period or Straddle Period, with respect to a Tax Claim for which Seller has asserted control under Section 12.1(f)(ii) or (iii). In addition, the Buyer covenants that without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) it will not, and will not cause or permit the Meritas Companies, or any Affiliate of the Buyer, to (i) take any action, including the sale of assets, on the Closing Date other than in the ordinary course of business, (ii) make the payment of any dividend or (iii) make a distribution, that could increase the Tax liability of the Sellers or any Affiliate of the Sellers for any Pre-Closing Tax Period (each such action, a “Buyer Tax Action”).

(j) Tax Refunds. The Buyer shall, or shall cause the Meritas Companies to pay to the Sellers’ Representative (for payment to the applicable Sellers) any Tax refunds received by the Buyer, the Meritas Companies or any of their Affiliates (or Tax refunds to which the Buyer, the Meritas Companies or any of their Affiliates become entitled) with respect to Taxes of the Meritas Companies for all Pre-Closing Tax Periods and any Straddle Periods (to the extent the refund for such Straddle Period is allocated to periods prior to the Closing Date) within fifteen (15) days of receipt of any such Tax refund or entitlement thereto; provided, however, that the Sellers shall not be entitled to any Tax refunds pursuant to this Section 12.1(j) to the extent that such Tax refund (i) was accrued as a receivable on the books and records of the Companies and included in the Net Working Capital (ii) is paid from Taxes paid by Buyer, (iii) is less than the Threshold Amount, or (iv) arises after the expiration of the Survival Date. For the avoidance of doubt, Tax refunds shall not include any refunds or reductions in Tax attributable to (i) the carryback of a Tax attribute arising out of a Post-Closing Tax Period or (ii) the carryforward of a Tax attribute arising out of a Pre-Closing Tax Period to a Post-Closing Tax Period. If, prior to the expiration of the Survival Date, the Sellers’ Representative determines that any of the Meritas Companies are entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund with respect to a Pre-Closing Tax Period or any Straddle Period, upon Sellers’ reasonable request, Buyer shall, or shall cause its relevant Affiliate, to initiate a claim for such Tax refund or amend any Tax Return in accordance with applicable Tax Laws and official statements of any responsible Taxing Authority in order to realize any such Tax refund; provided, however, that Buyer and its Affiliates shall not be

required to initiate such Tax refund claim or amend such Tax Return if it can reasonably be expected that such Tax refund claim or Tax Return amendment would increase the Tax Liability of Buyer or its relevant Affiliate for any Post-Closing Tax Period.

(k) Cooperation and Records Retention. Except as otherwise set forth in the Transition Services Agreement or the Services Agreement, the Sellers’ Representative and the Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax Return of the other or any Meritas Company for any period. Without limiting the generality of the foregoing, the Meritas Companies shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the Sellers’ Representative with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisions.

(l) Tax Sharing Agreements. Any and all existing Tax Sharing Agreements, other than (i) Commercial Agreements or (ii) purchase agreements for the assets or stock with third parties, of the Blocker, Chengdu and its Subsidiaries, Meritas and the Included Subsidiaries shall be terminated prior the Closing. After such date, none of the Blocker, Chengdu and its Subsidiaries, Meritas and the Included Subsidiaries shall have any rights or obligations under any such terminated agreement.

(m) Tax Indemnification.

(i) Except to the extent taken into account in the calculation of the final Closing Purchase Price Adjustment Schedule pursuant to Section 2.7, Sellers hereby, jointly and severally, indemnify the Buyer Indemnified Parties against, and agree to hold each of them harmless from, in each case without duplication, any and all Losses arising out of or relating to (i) Taxes of any Seller, (ii) Taxes of the Blocker, Chengdu and its Subsidiaries, OldCo, Meritas and the Included Subsidiaries with respect to any Pre-Closing Tax Period; (iii) Taxes to the extent based up, arising out of or resulting from the Reorganization; (iv) Taxes to the extent based upon, arising out of, or resulting from any breach by Sellers of any covenant contained in this Section 12.1; (v) Taxes to the extent based upon, relating to or arising from any breach of any representation or warranty contained in Sections 3.8, 4.8 and 5.6; and (vi) any Losses and Taxes (including, without limitation, any penalties and interest thereon) which may be charged or imposed by any Governmental Authority on the Buyer in connection with the sale of the Chengdu Shares (including in connection with any failure by Buyer to withhold and settle any Taxes related to any gains realized by the Sellers on the sale of the

Chengdu Shares hereunder and failure to perform reporting by the Buyer as may be required by Bulletin No. 7 and/or any failure by Sellers to pay any Taxes related to any gains realized on the sale of the Chengdu Shares hereunder). In the event that Sellers are required to pay any amounts to any Buyer Indemnified Party pursuant to this Section 12.1(m)(i), Buyer may elect, at its option and in lieu of receiving direct payment from Sellers, to have such amount satisfied from the Escrow Account and/or paid by off-set or set-off against the purchase price payable by Buyer (if ever) for the outstanding equity interests in LMPS pursuant to the put and call provisions of the LMPS LLC Agreement. Notwithstanding the foregoing, Sellers shall have no liability for any Taxes to the extent such Taxes are imposed on the Blocker, Chengdu and its Subsidiaries, OldCo, Meritas or the Included Subsidiaries as a result of a Buyer Tax Action.

(ii) Buyer hereby indemnifies the Seller Indemnified Parties against, and agrees to hold each of them harmless from, in each case without duplication, any and all (i) Taxes of the Blocker, Chengdu and its Subsidiaries, and Meritas and the Included Subsidiaries for any Post-Closing Tax Period; and (ii) Taxes to the extent based upon, arising out of, or resulting from any breach by Buyer or any of its covenants contained in this Section 12.1.

(iii) The representations and warranties of Sellers in Section 3.8, 4.8 and 5.6 and the covenants of the Parties in this Section 12.1 (including the obligations to indemnify under Sections 12.1(m)(i) and (ii)) shall survive the Closing until the Survival Date. No claim may be made or brought by a Party after the expiration of the applicable survival period unless such claim has been asserted by written notice specifying the details supporting the claim on or prior to the expiration of the applicable survival period.

(iv) Notwithstanding anything to the contrary in this Agreement and except for Sections 14.3(b), 14.7 and 14.8, Article XIV shall not apply and this Section 12.1(m) shall control with respect to Taxes.

12.2 Employee Matters.

(a) The Buyer shall provide, or shall cause to be provided, to each Meritas Employee annual base salary and base wages, cash incentive compensation opportunities and benefits (excluding equity-based compensation), in each case, on the terms and conditions that the Buyer determines in its sole discretion.

(b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the New Employee Plans, each Meritas Employee shall be credited with his or her years of service with Meritas before the Closing Date, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (i) each Meritas Employee shall be immediately eligible to participate, without any waiting period, in any and all New Employee Plans to the extent coverage under such New Employee Plan is replacing comparable coverage under an Old Employee Plan, and (ii) for

purposes of each New Employee Plan providing medical, dental, pharmaceutical and/or vision benefits to any Meritas Employee, the Buyer shall use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Employee Plan to be waived for such Meritas Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Employee Plans in which such Meritas Employee participated immediately prior to the Closing Date. The Buyer shall use commercially reasonable efforts to cause any eligible expenses incurred by any Meritas Employee and his or her covered dependents during the portion of the plan year of the Old Employee Plan ending on the date such Meritas Employee’s participation in the corresponding New Employee Plan begins to be taken into account under such New Employee Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Meritas Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Employee Plan.

(c) From and after the Closing Date, the Buyer shall cause the Surviving Company to honor all obligations under the Old Employee Plans and compensation and severance arrangements and agreements in accordance with their terms as in effect immediately before the Closing Date; provided, however, that, subject to the requirements of Section 12.2(a), nothing herein shall prohibit the Surviving Company from amending or terminating any particular Old Employee Plan to the extent permitted by its terms or applicable Law.

(d) The Surviving Company shall unconditionally assume all of the obligations of OldCo under its severance agreements, by written instrument delivered to the participant or executive (or his or her beneficiary or estate, as applicable), in accordance with the terms of such agreements set forth on Schedule 12.2(d); provided such severance agreement has been disclosed to Buyer and is set forth on Schedule 3.18(a).

(e) The provisions of this Section 12.2 shall be binding upon and are solely for the benefit of the Parties, and no current or former Meritas Employee or any other individual associate therewith shall be regarded for any purpose as a third party beneficiary of the Agreement and nothing herein shall be construed as an establishment of or an amendment to any Old Employee Plan for any purpose. Nothing contained in this Section 12.2 or any other provision of this Agreement, express or implied, is intended to confer upon any Meritas Employee any right to continued employment for any period of continued receipt of any specific benefit or compensation.

ARTICLE XIII

SELLERS’ REPRESENTATIVE

13.1 Appointment of Sellers’ Representative. Each of the Sellers, hereby or shall pursuant to a duly completed and validly executed Letter of Transmittal (i) irrevocably constitutes and appoints OldCo (the “Sellers’ Representative”) as his, her or its true and lawful attorney in fact and agent, (ii) agrees that this power of attorney is irrevocable and coupled with an interest and (iii) authorizes the Sellers’ Representative to act for such Seller in his, her or its name, place and stead, in any and all capacities and to do and perform every act and thing required or permitted to be done in connection with the Transaction, except as otherwise set forth

herein, as fully to all intents and purposes as such Seller might or could do in person, including, without limitation:

(a) execute and deliver such amendments, modifications, alterations and waivers to this Agreement and the Transaction Agreements from time to time as the Sellers’ Representative deems necessary or advisable;

(b) consent to any amendment or modification to, or waive any provision or remedy under, the Debt Financing Commitment Letter as the Sellers’ Representative deems necessary or advisable;

(c) deliver and receive opinions, certificates and other documents required at or in connection with this Agreement, the Transaction Agreements or the Transaction, and to agree to waivers or modifications of any such opinions, certificates or other documents;

(d) determine the presence (or absence) of claims for indemnification against the Buyer pursuant to Article XIV;

(e) deliver all notices required to be delivered by a Seller who is an Indemnifying Party or a Seller Indemnified Party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Article XIV;

(f) receive all notices required to be delivered to a Seller who is an Indemnifying Party or a Seller Indemnified Party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Article XIV;

(g) take any and all action on behalf of any Seller or any Seller Indemnified Party from time to time as the Sellers’ Representative may deem necessary or desirable to or resolve and/or settle claims under this Agreement, including, without limitation, Article XIV;

(h) make any determinations and settle any matters in connection with the adjustments to the Meritas Purchase Price pursuant to Section 2.7 and authorize any payment to any Buyer Party or release from the Escrow Account in connection therewith;

(i) authorize delivery to any Buyer Indemnified Party of any portion of the Escrow Amount in satisfaction of claims brought by any Buyer Indemnified Party for Losses pursuant to Article XIV;

(j) take any and all action on behalf of any Seller from time to time as the Sellers’ Representative may deem necessary or desirable to consummate the Transaction, including, without limitation, exercising any of the remedies provided in Section 16.15; and

(k) take any action, or refrain from taking any action, to terminate this Agreement pursuant to Section 15.1 on behalf of any Seller from time to time as the Sellers’ Representative may deem necessary or desirable.

13.2 Ratification; Binding Effect. Each Seller, hereby or shall pursuant to a duly completed and validly executed Letter of Transmittal, grants unto Sellers’ Representative full

power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the Transaction, as fully to all intents and purposes as such Seller might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative may lawfully do or cause to be done by virtue hereof. Each Seller, hereby or shall pursuant to a duly completed and validly executed Letter of Transmittal, acknowledges and agrees that upon execution and delivery by the Sellers’ Representative of this Agreement or any amendments, modifications, alterations or waivers hereof or agreements, opinions, certificates and other documents executed and delivered by the Sellers’ Representative pursuant to Section 13.1, such Seller shall be bound by such documents as fully as if such Seller had executed and delivered such documents.

13.3 Replacement of Sellers’ Representative. In the event that the Sellers’ Representative is no longer able to carry out the duties and perform the obligations of the Sellers’ Representative hereunder, the Sellers, or their duly authorized Representatives, by action by holders of a majority of the outstanding Class A Units as of the Agreement Date, shall promptly appoint a replacement reasonably believed by such Person to be capable of carrying out the duties and performing the obligations of the Sellers’ Representative. The replacement Sellers’ Representative shall thereafter promptly provide the Buyer with notice of such replacement.

13.4 Indemnification. Each Seller, hereby or pursuant to a duly completed and validly executed Letter of Transmittal, shall severally and not jointly indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Sellers’ Representative. Each Seller, hereby or pursuant to a duly completed and validly executed Letter of Transmittal, further agrees that (i) any conflict of interest between the Sellers’ Representative, on the one hand, and such Seller, on the other hand, will not give rise to any presumption against the Sellers’ Representative nor will it limit or impair its right to indemnification hereunder and (ii) the Sellers’ Representative does not owe any fiduciary duties (whether express or implied) to such Seller.

13.5 Acknowledgement. Each Seller, hereby or pursuant to a duly completed and validly executed Letter of Transmittal acknowledges and agrees that the Buyer Parties shall be able to rely conclusively without any duty of inquiry on the instructions and decisions of the Sellers’ Representative as to any actions required to be taken by the Sellers’ Representative hereunder (including any action taken or purported to be taken by or on behalf of the Sellers), and no party hereunder shall have any cause of action against the Buyer Parties for any action taken by any Buyer Party in reliance upon the instructions or decisions of the Sellers’ Representative.

ARTICLE XIV

INDEMNIFICATION

14.1 Survival of Covenants, Representations and Warranties of the Meritas Parties; Time Limits on Indemnification Obligations of the Meritas Parties.

(a) With respect to the representations and warranties of Meritas and OldCo contained in Article III, Chengdu in Article IV and the Blocker in Article V, such representations and warranties shall survive the Closing until the Survival Date; provided, that the representations and warranties contained in Sections 3.3, 4.3 and 5.3 shall survive until the ten (10) year anniversary of the Closing Date. No Buyer Indemnified Party will be indemnified and held harmless for any liability for a breach of any representation or warranty in Articles III, IV and V of this Agreement (other than the representations and warranties contained in Sections 3.3, 4.3 and 5.3) unless the Sellers’ Representative and the Escrow Agent is given written notice from such Buyer Indemnified Party asserting a claim, with reasonable supporting details for such claim, on or before the Survival Date.

(b) With respect to the representations and warranties of the Blocker Stockholders and the Chengdu Stockholder contained in Article VI, such representations and warranties shall survive the Closing until the Survival Date; provided, that the representations and warranties contained in Sections 6.1 and 6.2 shall survive until the ten (10) year anniversary of the Closing Date. No Buyer Indemnified Party will be indemnified and held harmless for any liability for a breach of any representation or warranty in Article VI (other than the representations and warranties contained in Sections 6.1 and 6.2) unless the Sellers’ Representative and the Escrow Agent is given written notice from such Buyer Indemnified Party asserting a claim, with reasonable supporting details for such claim, on or before the Survival Date.

(c) With respect to any covenant or agreement of the Sellers or their Affiliates (after the Closing) contained in this Agreement that contemplate performance thereof following the Closing, such covenants and agreements shall survive the Closing in accordance with their respective terms until fully performed or fulfilled.

14.2 Survival of the Buyer’s Covenants, Representations and Warranties; Time Limits on Buyer’s Indemnification Obligations.

(a) All of the representations and warranties of the Buyer Parties contained in Article VII shall survive the Closing until the Survival Date. No Seller Indemnified Party will be indemnified and held harmless for any liability for a breach of any representation or warranty in Article VII unless the Buyer or the Surviving Company is given written notice from the such Seller Indemnified Party asserting a claim, with reasonable supporting details for such claim, on or before the Survival Date.

(b) With respect to any covenants and agreements of the Buyer Parties or their respective Affiliates (after the Closing) contained in this Agreement that contemplate

performance thereof following the Closing, such covenants and agreements shall survive the Closing in accordance with their respective terms until fully performed or fulfilled.

14.3 Indemnification of the Buyer Indemnified Parties.

(a) From and after the Closing, subject to the limitations set forth in this Article XIV, each Seller hereby agrees, jointly and severally to the extent of any recovery from the Escrow Amount and otherwise on a several basis, to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses sustained or incurred by any Buyer Indemnified Party, resulting from or arising out of (i) any inaccuracy of a representation or warranty made in Articles III, IV, V or VI as of the Agreement Date or as of the Closing Date as if made on such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which need be so true and correct only as of such specified date), (ii) any breach of any covenant or agreement in this Agreement that, by its terms, contemplates or provides for performance by any Meritas Party prior to the Effective Time, (iii) any breach of a covenant or agreement made by any Seller or its Affiliates (after the Closing) in this Agreement that contemplates performance after the Closing, (iv) any inaccuracies in the Closing Purchase Price Allocation Schedule and any claims from the Sellers (including the Meritas Members) relating to, or arising out of, the allocation and payment of the Purchase Price and (v) the Reorganization. For purposes of this Section 14.3(a), full effect shall be given to any “material,” materiality,” “in all material respects,” “Material Adverse Effect” or qualifications of similar import contained in a Meritas Party’s representations and warranties for purposes of determining whether an inaccuracy in or breach thereof has occurred, but if an inaccuracy or breach has occurred, such qualifications therein shall not be given effect for purposes of calculating the Losses incurred by any Buyer Indemnified Party.

(b) If any Buyer Indemnified Party becomes entitled to any indemnification pursuant to Section 12.1(m) or Section 14.3(a) of this Agreement, the right of such Buyer Indemnified Party to recover in connection therewith shall nevertheless be limited as follows:

(i) no such Losses shall be payable until the total of all such Losses (excluding any breach or series of related breaches for which the Losses attributable to such breaches do not exceed the Threshold Amount) exceeds the Deductible, and then only the amounts in excess of the Deductible shall be payable; provided, however, that in the case of indemnification obligations arising from a breach of the Meritas Fundamental Representations or pursuant to Sections 14.3(a)(iii) or 14.3(a)(iv), the Deductible shall not apply in such cases;

(ii) the sole and exclusive source of satisfaction and payment for any such Losses shall be the funds held by the Escrow Agent under the terms of the Escrow Agreement, and the Sellers shall not have any obligation, responsibility or liability for the satisfaction and payment of any indemnification obligations under Section 12.1(m) or Section 14.3(a) beyond the funds held by the Escrow Agent under the terms of the Escrow Agreement, except in the case of fraud, a breach of the representations and warranties contained in Sections 3.3, 4.3, 5.3, 6.1 or 6.2 or pursuant to Section 14.3(a)(iv); and

(iii) in no event shall any Seller have Liability for any Losses in excess of the amount of proceeds actually received by such Seller in respect of the Purchased Equity.

(c) From and after the Closing, subject to the limitations set forth in Section 14.6, OldCo hereby agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses sustained or incurred by any Buyer Indemnified Party, resulting from or arising out of the operation of the businesses of OldCo and the Excluded Subsidiaries, or any of their respective past, present or future businesses, properties or assets. In the event of any indemnification pursuant to this Section 14.3(c), the applicable Buyer Indemnification Party may elect to have its claim satisfied from funds held by the Escrow Agent (if any) under the terms of the Escrow Agreement and/or directly from OldCo.

14.4 Indemnification of the Seller Indemnified Parties. From and after the Closing, subject to the limitations set forth in this Article XIV, the Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses sustained or incurred by any Seller Indemnified Party resulting from or arising out of (i) any inaccuracy of a representation or warranty made by the Buyer Parties in Article VII as of the Agreement Date or as of the Closing Date as if made on such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which need be so true and correct only as of such specified date), (ii) any breach of any covenant or agreement made by the Buyer Parties or the Surviving Company in this Agreement or (iii) Meritas or any of the Included Subsidiaries, or any of their respective businesses, properties or assets post-Closing so long as, in the case of clause (iii), the matters underlying such Losses have not given, or would not reasonably be expected to give, rise to a claim for indemnification pursuant to Section 14.3(a). For purposes of this Section 14.4, full effect shall be given to any “material,” materiality,” “in all material respects,” “Material Adverse Effect” or qualifications of similar import contained in a Buyer Party’s representations and warranties for purposes of determining whether an inaccuracy in or breach thereof has occurred, but if an inaccuracy or breach has occurred, such qualifications therein shall not be given effect for purposes of calculating the Losses incurred by any Seller Indemnified Party.

14.5 Indemnification Procedure for Third Party Claims.

(a) In the event that, subsequent to the Closing, an Indemnified Party receives notice of the assertion of a Third Party Claim against such Indemnified Party, the Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party; provided that no delay in or failure to give such notice pursuant to this Section 14.5(a) will adversely affect any of the other rights or remedies that such Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party’s obligation to indemnify such Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right upon written notice to the Indemnified Party, within thirty (30) days after receipt from the Indemnified Party of notice of such claim to conduct at its expense the defense against such claim in its own name with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party. In the event that the Indemnifying Party elects to conduct the defense of the subject claim, the Indemnified Party will use Reasonable Efforts to cooperate

with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall hold in confidence all such information provided by the Indemnified Party under this Section 14.5(a) on the terms and subject to the conditions contained in the Confidentiality Agreement or Section 9.4, as applicable. Notwithstanding the foregoing, the Indemnifying Party shall not have the right of access to information of the Indemnified Party relating to any information the disclosure of which would jeopardize any legal privilege or work-product privilege available to the Indemnified Party or any of its Affiliates relating to such information. Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume the defense of any Third Party Claim or will cease to defend against such claim, if (i) injunctive or other equitable relief or relief for other than money damages that the Indemnified Party reasonable determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, is sought and could be imposed against the Indemnified Party, (ii) in the event the Third Party Claim were to be unfavorably decided, it would reasonably be likely to lead to Losses, liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder (other than to the extent of the Deductible) or Losses in excess of amounts then-held in the Escrow Account, (iii) at the time of the assumption and thereafter, the Indemnifying Party fails to demonstrate its ability to conduct the investigation, defense or prosecution actively and diligently, (iv) the Third Party Claim relates to or arises in connection with any criminal or quasicriminal Action, or (v) the Indemnifying Party is also a party or has an interest in such Third Party Claim, which interest conflicts with the interests of the Indemnified Party based on the advice of outside legal counsel. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 14.5(a) only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. Notwithstanding the foregoing, no consent of the Indemnified Party shall be required for the Indemnifying Party to settle any Third Party Claim if (A) such settlement offer (1) requires only the payment of money damages for which the Indemnified Party is entitled to full indemnification and does not impose any continuing obligation on any Indemnified Party or its Affiliates, (2) provides, as a condition precedent thereto, a binding, complete, irrevocable and unconditional release from all Losses with respect to the subject matter thereof in favor of all Indemnified Parties that are a party to such Third Party Claim and their respective Affiliates and (3) does not require any Indemnified Party or its Affiliates to (x) admit any wrongdoing or acknowledge any rights of any Person or (y) waive any rights that the Indemnified Party may have against the Person making the Third Party Claim, (B) where such Buyer Indemnified Party is the Indemnified Party, the Sellers’ Representative agrees in writing that the entire amount of such proposed settlement constitutes Losses that are from the Escrow Account then available for distribution, subject to the other provisions of this Agreement and (C) the amount of such proposed settlement will not exceed the limitations contained in this Article XIV.

(b) In the event that, subsequent to the Closing, an Indemnified Party becomes aware of a claim for indemnification pursuant to Section 14.3 that would not be a Third Party

Claim (a “Direct Claim”), the Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such Direct Claim to the Indemnifying Party; provided that no delay in or failure to give such notice pursuant to this Section 14.5(b) will adversely affect any of the other rights or remedies that such Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party’s obligation to indemnify such Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced thereby. Upon confirmed receipt by the Indemnifying Party of a notice of a Direct Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Indemnified Party that the Indemnifying Party disputes such Direct Claim, or reserves rights with respect to such Direct Claim pending more information with respect thereto. If the Indemnifying Party does not notify the Indemnified Party of such dispute or reservation of rights within such initial thirty (30) day period, then the Indemnified Party may provide a subsequent written notice to the Indemnifying Party (a “Demand Notice”), provided that any such Demand Notice shall reassert the Direct Claim and assert the Indemnified Party’s good faith estimate of the Losses with respect to such Direct Claim. Upon confirmed receipt by the Indemnifying Party of a Demand Notice, if the Indemnifying Party shall not have notified the Indemnified Party that the Indemnifying Party disputes such Direct Claim, or reserves rights with respect to such Direct Claim pending more information with respect thereto, within thirty (30) days from such confirmed receipt of such Demand Notice, then the amount of such Direct Claim shall be deemed, conclusively, a liability of the Indemnifying Party subject to the limitations set forth in this Article XIV. If the Indemnifying Party does timely notify the Indemnified Party of such dispute, or reservation of rights, then the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30) day period there remains a dispute as to any such Direct Claim, then the Indemnified Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional calendar days to agree upon the rights of the respective Parties with respect to such Direct Claim. If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Indemnifying Party and the Indemnified Party. If the Parties do not agree within such additional thirty (30) day period, then the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Article XIV.

14.6 Calculation of Losses.

(a) The amount of any Losses payable under this Article XIV by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, in each case, net of any expenses reasonably incurred by such Indemnified Party in collecting such amounts (including, to the extent applicable, any applicable deductible, reasonable costs of collection or increases to premiums directly attributable to such claims for Losses), and (ii) the Tax benefits actually realized by the Indemnified Party (that is a permanent benefit and not a timing benefit) arising from the incurrence or payment of any such Losses in the year of such Loss or the subsequent two (2) years. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment

up to the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including, to the extent applicable, any applicable deductible, reasonable costs of collection or increases to premiums directly attributable to such claims for Losses). The Indemnified Party shall use Reasonable Efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility therefor prior to making any claim for indemnification under this Article XIV.

(b) The Indemnifying Party shall not be liable under this Article XIV for any (i) Losses relating to any matter to the extent that it is included in the calculation of Closing Indebtedness as finally determined pursuant to Section 2.7 or there is included in the Closing Purchase Price Adjustment Schedule as finally determined pursuant to Section 2.7 a specific liability or reserve relating to such matter, (ii) Losses that are for consequential (other than for reasonably foreseeable consequential damages), incidental (other than for reasonably foreseeable incidental damages), indirect or punitive damages (other than with respect to Third Party Claims), (iii) Losses for lost profits which are not reasonably foreseeable, or (iv) Losses based upon any multiplier of Meritas’ or Chengdu’s earnings, including, without limitation, earnings before interest, tax, depreciation or amortization or any other valuation metric.

(c) The Indemnified Parties shall take, and shall cause their respective Affiliates to take, all reasonable steps in accordance with applicable Law to mitigate their Losses upon and after becoming aware of the existence of such Losses.

(d) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such rights to proceed against such third party as are necessary to permit the Indemnifying Party to attempt to recover from such third party the amount of such indemnification payment; provided that no Indemnified Party shall be required to assign such rights if such third party is an employee, client, supplier or tuition payer of the Indemnified Party so long as the Indemnified Party pursues recovery against such third party and transfers any proceeds recovered by the Indemnified Party to the Indemnifying Party.

14.7 Exclusion of Other Remedies. From and after the Effective Time, the remedies set forth in this Article XIV and Section 12.1(m) constitute the sole and exclusive remedies for recovery of any Losses whatsoever arising out of or relating to this Agreement and the Transaction; provided, however, that nothing in this Agreement shall prevent or limit a cause of action (i) with respect to fraud, (ii) with respect to disputes pursuant to Section 2.7 (which disputes under Section 2.7 will be resolved in accordance with the dispute resolution mechanisms set forth therein) or (iii) to obtain specific performance pursuant to Section 16.15 in connection with any post-Closing covenants or agreements hereunder.

14.8 Tax Treatment of Payments. The Parties agree that any indemnification payments made pursuant to this Article XIV or Section 12.1(m) shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by Law.

ARTICLE XV

TERMINATION

15.1 Termination. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing (it being agreed that the Party hereto terminating this Agreement pursuant to this Section 15.1 shall give prompt written notice of such termination to the other Party or Parties hereto):

(a) by mutual written agreement duly executed by the Sellers’ Representative and Parent;

(b) by either the Sellers’ Representative, on the one hand, or Parent, on the other hand, if the Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 15.1(b) shall not be available (i) to or on behalf of any Party whose action or failure to fulfill any obligation under this Agreement has been a principal cause of or resulted in any of the conditions to the Closing set forth in Article X of this Agreement having failed to be satisfied and such action or failure to act constitutes a material breach of this Agreement and (ii) to the Buyer Parties during the pendency of any proceeding brought by the Sellers’ Representative (on behalf of the Meritas Parties) for specific performance of this Agreement pursuant to Section 16.15(c);

(c) by Parent in the event that (i) no Buyer Party is then in material breach of its covenants, agreements and other obligations under this Agreement which material breach would result in a failure of the condition set forth in Section 10.3(b), and (ii) any of the Meritas Parties shall have breached or otherwise violated any of such Meritas Party’s material covenants, agreements or other obligations under this Agreement, or any of the representations and warranties of any of the Meritas Parties set forth in this Agreement shall have become inaccurate, which breach, violation or inaccuracy, individually or in the aggregate with other such breaches, violations or inaccuracies, (A) would give rise to the failure of a condition set forth in Sections 10.2(a) or 10.2(b) and (B) (x) cannot be cured by such breaching Meritas Party or by the Sellers’ Representative on behalf of such breaching Meritas Party prior to the Outside Date or (y) if capable of being cured, shall not have been cured (1) within fifteen (15) calendar days following receipt of written notice from Parent of such breach, violation or inaccuracy or (2) any shorter period of time that remains between the date Parent provides written notice of such breach, violation or inaccuracy and the Outside Date;

(d) by the Sellers’ Representative, on behalf of the Meritas Parties, in the event that (i) none of the Meritas Parties is then in material breach of his, her or its covenants, agreements and other obligations under this Agreement which material breach would result in a failure of the condition set forth in Section 10.2(b), and (ii) the Buyer Parties shall have breached or otherwise violated any of their respective material covenants, agreements or other obligations under this Agreement, or any of the representations and warranties of the Buyer Parties set forth in this Agreement shall have become inaccurate, which breach, violation or inaccuracy, individually or in the aggregate with other such breaches, violations or inaccuracies, (A) would give rise to the failure of a condition set forth in Sections 10.3(a) or 10.3(b) and (B) (1) cannot be cured by the Buyer Parties prior to the Outside Date or (2) if capable of being

cured, shall not have been cured (x) within fifteen (15) calendar days following receipt of written notice from the Sellers’ Representative of such breach, violation or inaccuracy or (y) any shorter period of time that remains between the date the Sellers’ Representative provides written notice of such breach, violation or inaccuracy and the Outside Date; or

(e) by the Sellers’ Representative, if (i) the conditions set forth in Sections 10.1 and 10.2 (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied on the date the Closing should have been consummated by the Buyer pursuant to the terms of this Agreement, including Section 2.3, (ii) the Sellers’ Representative has irrevocably confirmed in writing that the Meritas Parties are ready, willing and able to consummate the Closing on that date, (iii) the Closing would be consummated if the Buyer Parties would comply with their obligations hereunder, and (iv) the Buyer Parties fail to consummate the Closing within three (3) Business Days following such date; provided, that during such three (3) Business Day period following the date on which the Closing should have occurred pursuant to Section 2.3, no Party shall be entitled to terminate this agreement pursuant to Section 15.1(b).

15.2 Notice of Termination; Effect of Termination.

(a) Any proper and valid termination of this Agreement pursuant to Section 15.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other Party or Parties, as applicable. In the event of the termination of this Agreement pursuant to Section 15.1, this Agreement shall be of no further force or effect without liability of any Party or Parties, as applicable (or any director, officer, employee, affiliate, agent or other representative of such Party or Parties) to the other Party or Parties, as applicable, except (a) for the terms of Section 9.4, this Section 15.2, Section 15.3, and Article XVI, each of which shall survive the termination of this Agreement, and (b) that, subject to Section 15.3(c), nothing herein shall relieve or release any Party or Parties, as applicable, from any Liability to any other Party or Parties, as applicable, for any willful or intentional material breach of any covenant or agreement or fraud in connection with this Agreement occurring or existing on or prior to such termination. In addition to the foregoing, no termination of this Agreement shall affect the obligations of any of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

(b) In the event that this Agreement is terminated by the Sellers’ Representative pursuant to pursuant to Sections 15.1(d) or 15.1(e), then Parent shall pay the Termination Fee pursuant to Section 15.3.

(c) In the event that this Agreement is terminated pursuant to Section 15.1, to the extent required by the Confidentiality Agreement and only upon written request of the Sellers’ Representative, the Buyer Parties shall, as promptly as practicable and in no event later than five (5) Business Days following such termination, return to Meritas or destroy, and will cause its Representatives to return to Meritas or destroy, all of the documents and other materials received from any Meritas Party or their respective Affiliates and/or Representatives relating to any of them or the transactions contemplated by this Agreement, whether so obtained before or after execution of this Agreement, and each Buyer Party (or, if such Buyer Party is not signatory

thereto, its Affiliate signatory thereto) shall comply with all of its obligations under the Confidentiality Agreement.

15.3 Fees.

(a) In the event this Agreement is terminated by the Sellers’ Representative pursuant to Sections 15.1(d) or 15.1(e), Parent shall pay to the Sellers’ Representative, on behalf of the Meritas Parties, a cash fee equal to the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative, within two (2) Business Days after such termination.

(b) If Parent fails to timely pay any amount due pursuant to this Section 15.3, interest shall accrue on such amount from the required date of payment to the date of actual payment at four percent (4%) per year in excess of the prime rate of interest as published in The Wall Street Journal (changing as and when such rate changes). In the event any Party commences litigation or arbitration with respect to payment of the Termination Fee pursuant to this Agreement, the non-prevailing party shall pay the prevailing party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees).

(c) Notwithstanding anything to the contrary in this Agreement, in the event that Parent pays the Termination Fee pursuant to Section 15.3(a), receipt by the Seller’s Representative of the Termination Fee shall be the sole and exclusive remedy of the Meritas Parties and their respective Affiliates against (i) the Buyer Parties or any of their respective former, current, or future equityholders, general or limited partners, stockholders, controlling persons, managers, members, directors, officers, employees, Affiliates, agents, attorneys or assignees of the Buyer Parties, and any future equityholders, general or limited partners, stockholders, controlling persons, managers, members, directors, officers, employees, Affiliates, agents, attorneys or assignees of the foregoing (collectively, the “Buyer Group”) for any Loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the failure of the Transactions to be consummated, and upon payment of such amounts, none of the Buyer Group shall have any further Liability or obligation relating to or arising out of this Agreement or the Transactions (except that such parties shall remain obligated for, and the Meritas Parties may be entitled to remedies with respect to, the Confidentiality Agreement, and the indemnification, reimbursement and expense obligations of the Buyer contained in Section 9.3(g)), whether by or through attempted piercing of the corporate veil, in equity or at law, in contract, in tort, by virtue of any applicable Law or otherwise, and (ii) any lender or prospective lender, lead arranger, arranger, agent or Representative of or to Buyer, including, each party to the Debt Financing Commitment Letter, and their respective Affiliates, and their respective officers, directors, employees, agents, successors and assigns.

(d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion. Each of the Parties hereto for itself and on behalf of its Affiliates and each of their respective equityholders, general or limited partners, stockholders, controlling persons, managers, members, directors, officers, employees, agents and attorneys, acknowledges that (i) the agreements contained in this Section 15.3 are an integral part of the Transactions, and that, without these agreements, the Parties would not enter into this Agreement, and (ii) the

Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Meritas Parties and the Sellers in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of Transaction, which amount would otherwise be impossible to calculate with precision.

ARTICLE XVI

MISCELLANEOUS

16.1 Notices, Consents, Etc. Any notices, consents or other communications required to be sent or given hereunder by any of the Parties shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile with confirmation of transmission, (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, or (d) transmitted by email, so long as the sender of such email has not received an automatic email from the applicable email server indicating a delivery failure, to the Parties at the addresses as set forth in Schedule 16.1 or at such other addresses as may be furnished in writing. Date of service of such notice shall be (x) the date such notice is delivered by hand or by facsimile or electronic mail, (y) one (1) Business Day following the delivery by express overnight delivery service, or (z) three (3) days after the date of mailing if sent by certified or registered mail.

16.2 Severability. The unenforceability or invalidity of any term or provision of this Agreement shall not affect the enforceability or validity of any other term or provision.

16.3 Assignment; Successors. Neither this Agreement, nor any rights, obligations or interests hereunder, may be assigned by any Party hereto, except with the prior written consent of the other Parties hereto; provided each Buyer Party shall be permitted to assign all or any of its rights and duties hereunder to one or more of its Affiliates or the collateral assignment of this Agreement to the Financing Sources pursuant to the terms of the Financing; provided, further that no such assignment will relieve such Buyer Party of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and assigns.

16.4 Counterparts; Facsimile Signatures. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement, any and all agreements and instruments executed and delivered in accordance herewith, along with any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other means of electronic transmission, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

16.5 Expenses.

(a) Sellers’ Expenses. Except as otherwise provided in Section 16.5(b), the Sellers shall pay for all costs and expenses incurred or to be incurred by any of the Meritas Parties, in negotiating and preparing this Agreement and the Transaction Agreements and in closing and carrying out the Transaction, including the fees owed to Meritas’ Investment Banker and Xxxxxx Xxxxxx Xxxxxxxx LLP, and all costs and expenses incurred to obtain the irrevocable “tail” insurance policies contemplated by Section 9.5(c).

(b) Buyer’s Expenses. The Buyer Parties shall pay for all costs and expenses incurred or to be incurred by (i) the Buyer Parties, in negotiating and preparing this Agreement and the Transaction Agreements and in closing and carrying out the Transaction, (ii) the Surviving Company on and after the Closing in carrying out the Transaction and (iii) the Meritas Parties in connection with the preparation and delivery of the Carve-Out Financials, including any costs and expenses incurred in connection with the audit thereof and any Specified Auditor Assistance. The Buyer will pay the costs and expenses set forth in clause (iii) of the prior sentence as and when incurred by the Meritas Parties.

(c) Notwithstanding the foregoing, the filings fees necessary for the filings contemplated by Sections 8.4, 8.6, 9.1 and 9.2 shall be shared equally by the Sellers, on the one hand, and by the Buyer, on the other hand.

16.6 Headings. The headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement.

16.7 Entire Agreement; Amendment and Waiver.

(a) This Agreement, the preamble and recitals to this Agreement, the Schedules and the Exhibits attached hereto and the Transaction Agreements (all of which shall be deemed incorporated in this Agreement and made a part hereof), together with the Confidentiality Agreement, set forth the entire understanding of the Parties with respect to the Transaction, supersede all prior discussions, understandings, agreements and representations and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any Party in connection with the negotiation of the terms hereof. For the avoidance doubt, in the event of any conflict or discrepancy between the provisions of the Chengdu Local Transfer Agreement and this Agreement, the terms of this Agreement shall govern.

(b) This Agreement and any provision hereof may be amended, waived or modified only by a written instrument executed by all of the Parties or, in the case of the waiver, by the Party waiving its rights hereunder. No failure of any Party to exercise any right or remedy given to such Party under this Agreement or otherwise available to such Party or to insist upon strict compliance by any other Party with respect to its obligations hereunder, and no custom or practice of the Parties in variance with the terms hereof, shall constitute a waiver of any Party’s right to demand exact compliance with the terms hereof, unless such waiver is set forth in writing and executed by such Party. Any such written waiver shall be limited to those items

specifically waived therein and shall not be deemed to waive any future breaches or violations or other non-specified breaches or violations unless, and to the extent, set forth therein.

(c) Notwithstanding anything to the contrary contained herein, Sections 7.5, 9.3, 15.3, 16.7, 16.8, 16.12, 16.13, 16.14, 16.15(e) and 16.19 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources without the prior written consent of the Financing Sources.

16.8 Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties to this Agreement, any rights or remedies under or by reason of this Agreement, except (a) as set forth in or contemplated by the terms and provisions of Article XIV with respect to any Indemnified Party, (b) the directors and officers of the Meritas Companies solely with respect to Section 9.5 and (c) the Financing Sources shall be express third party beneficiaries of Sections 7.5, 9.3, 15.3, 16.7, 16.8, 16.12, 16.13, 16.14 16.15(e) and 16.19, each of such Sections shall expressly inure to the benefit of the Financing Sources and the Financing Sources shall be entitled to rely on and enforce the provisions of such Sections.

16.9 Disclosure Generally. All Schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules shall be deemed to refer to this entire Agreement, including all Schedules; provided, however, that information furnished in any particular Schedule shall be deemed to be included in another Schedule if such information is readily apparent on its face as having application to such other Schedule notwithstanding the absence of a cross-reference contained therein.

16.10 Acknowledgment by the Buyer Parties. Each Buyer Party acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, operations, assets, liabilities and properties of Meritas, including without limitation, with respect to its realization rate and the assumptions, estimates and judgments utilized and relied upon with respect thereto, and Meritas’ ownership and use rights with respect to intellectual property. In making its determination to proceed with the Transaction, each Buyer Party has relied and will rely on the results of its own independent investigation and verification and the limited representations and warranties of the Meritas Parties expressly and specifically set forth in this Agreement, including the Schedules. Each Buyer Party further acknowledges that, except as set forth herein, no promise or inducement for this Agreement was offered by any Meritas Party or any of his, her or its respective Representatives or relied upon by such Buyer Party. SUCH REPRESENTATIONS AND WARRANTIES BY THE MERITAS PARTIES CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE MERITAS PARTIES TO THE BUYER PARTIES IN CONNECTION WITH THE TRANSACTION, AND EACH OF BUYER PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OR PROSPECTS OF MERITAS) ARE

SPECIFICALLY DISCLAIMED BY THE MERITAS PARTIES. With respect to all materials that are described as having been made available to the Buyer Parties, such materials shall be deemed to have been made available to the Buyer Parties and the Buyer Parties shall be deemed to have knowledge thereof if the Buyer or any of its Representatives or agents have been granted access to the electronic dataroom hosted by Intralinks maintained on behalf of the Meritas Parties and such materials were available in the dataroom as of three (3) Business Days prior to and through the Agreement Date (as evidenced by a DVD or CD-ROMs imprinted with all such documents or information and delivered by the Sellers’ Representative to Buyer promptly following the Agreement Date).

16.11 Interpretive Matters. Unless the context otherwise requires, (a) all references to articles, sections, schedules or exhibits are to Articles, Sections, Schedules or Exhibits in this Agreement, (b) each accounting term not otherwise defined in this Agreement or the Schedules or Exhibits has the meaning assigned for it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter, (d) the terms “include,” “includes,” or “including” means by way of example and not by way of limitation and shall be deemed to be followed by the words “without limitation,” (e) all dollar ($) amounts are stated in United States dollars, (f) all references to “days” means calendar days and all references to time mean Eastern Time in the United States of America, in each case unless otherwise indicated, (g) the words, “hereby,” “herewith,” “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof, (h) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, and (i) derivative forms of defined terms will have correlative meanings. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

16.12 Governing Law.

(a) This Agreement shall be construed and governed in accordance with the Laws of the State of Delaware, without regard to its Laws regarding conflicts of Law. Each Party (a) represents and warrants that there is no treaty or other applicable Law that would prevent this Agreement from being construed and governed in accordance with the Laws of the State of Delaware and (b) irrevocably waives any right to challenge the application of the Laws of the State of Delaware to this Agreement and the Transaction.

(b) Notwithstanding anything to the contrary in this Agreement, any claim, controversy or dispute arising under or related in any way to the Financing or the Transaction (including any claim, controversy or dispute against or involving any Financing Source, including their respective successors and permitted assigns) shall be construed and governed in accordance with the laws of the State of New York without regard to its Laws regarding conflicts of Law that would cause the application of the Laws of any jurisdiction other than the State of New York.

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16.13 Submission to Jurisdiction.

(a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or Federal court within the State of Delaware) and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such Party by sending or delivering a copy of the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 16.1. Nothing in this Section 16.13(a), however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

(b) Notwithstanding anything to the contrary in this Agreement, all actions and proceedings involving a Financing Source arising out of or relating to the Financing or the Transaction shall be heard and determined exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and, solely with respect to the Financing, the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding against the Financing Sources and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint or any other process that might be served in any such action or proceeding may be made on such Party by sending or delivering a copy of the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 16.1. Nothing in this Section 16.13(b), however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law. In addition, each party hereto hereby irrevocably agrees not to permit any of its Affiliates to bring or support any other Person in bringing any action or proceeding covered by this Section 16.13(b) in any other court.

16.14 Waiver of Jury Trial. EACH OF THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, THE FINANCING, OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF, OR

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RELATING TO, THIS AGREEMENT, THE FINANCING, OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.14.

16.15 Remedies.

(a) Except as otherwise provided herein, including Section 14.7, Section 15.2 and Section 15.3, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

(b) The Parties hereby agree that irreparable damage would occur in the event that any provision of this Agreement, including Articles VIII, IX, XII, XIV and XV, were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree, subject to Section 15.3(c) and Section 16.15(c), that in the event of any breach or threatened breach by any of the Meritas Parties, on the one hand, or the Buyer Parties, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Sellers’ Representative (on behalf of the Meritas Parties), on the one hand, and the Buyer Parties, on the other hand, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement, in each case without posting a bond or undertaking. The Sellers’ Representative (on behalf of the Meritas Parties), on the one hand, and the Buyer Parties, on the other hand, hereby agree not to raise any objections to the availability of any such equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such Party, and to specifically enforce the terms and provisions of this Agreement. The Parties further agree that (x) by seeking the remedies provided for in this Section 16.15(b), a Party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages), and (y) nothing set forth in this Section 16.15(b) shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 16.15(b) prior or as a condition to exercising any termination right under Article XV (and pursuing damages after such termination), nor shall the commencement of any proceeding pursuant to this Section 16.15(b) or anything set forth in this Section 16.15(b) restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article XV or pursue any other remedies under this Agreement that may be available then or thereafter.

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(c) Notwithstanding Section 16.15(b), it is explicitly agreed that the Meritas Parties shall be entitled to specific enforcement of the Buyer Parties’ obligations to effect the Transactions on the terms and subject to the conditions of this Agreement, including by demanding the Buyer to comply with its obligations under Section 9.3 with respect to the Debt Financing Commitment Letter, only in the event that (i) all conditions set forth in Section 10.1 and Section 10.2 shall have been satisfied (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing), (ii) the Financing has been funded or will be funded at the Closing, (iii) the Buyer Parties fail to complete the Closing in accordance with Section 2.3 and (iv) Sellers’ Representative, in the name and on behalf of each Seller, has irrevocably confirmed in writing that if specific performance is granted and the Financing is funded, then it would take such actions required of it under this Agreement to cause the Closing to occur. For the avoidance of doubt, in no event shall the Meritas Parties be entitled to enforce specifically the Buyer Parties’ obligations to consummate the Transaction if the Financing has not been funded (or will not be funded at the Closing).

(d) To the extent any Party brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such Party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding.

(e) Notwithstanding any provision of this Agreement to the contrary, the Sellers, Seller Related Parties and the Meritas Parties agree that none of the Financing Sources shall have any liability or obligation to any Seller, Seller Related Party or the Meritas Parties relating to this Agreement or any of the transactions contemplated herein (including the Financing), including, without limitation, any special, consequential, punitive, exemplary or indirect damages or damages of a tortious nature. Nothing in this Section 16.15(e) shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Financing Commitment Letter to each other or in connection therewith.

16.16 Acknowledgment. The Parties acknowledge and agree that, for each Party that is not a natural Person (each such Person, a “Corporate Person”), none of such Corporate Person’s parents, Subsidiaries, affiliates, investors, officers, directors, shareholders, members, employees, agents, Representatives, equity or debt holders, or any of their respective parents, Subsidiaries, affiliates, investors, officers, directors, members, shareholders, employees, agents, Representatives, equity or debt holders, shall have any obligation or liability for any amounts due or that may become due, for any reason, under or in any way related to this Agreement, including, but not limited to, any amounts payable pursuant to Articles XIV or XV, unless such Person is also a Party. This Section 16.16 is intended to and shall preclude any Indemnified Party from alleging or pursuing any claim that depends on or is based on the doctrine of “alter ego,” “piercing the corporate veil” or any other argument or law seeking to hold any Person other than the Corporate Persons that are the signatories to this Agreement responsible for any obligation that may arise as a result of this Agreement, or the termination of this Agreement.

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16.17 Further Assurances. Each of the Parties shall, at the request of the other Parties hereto, execute and deliver any further instruments or documents and take all such further actions as are reasonably requested of it in order to consummate and make effective the Transaction.

16.18 Public Announcements. No Party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the Transaction without the prior consent of the Buyer (in the case of the Meritas Parties) or the Sellers’ Representative (in the case of the Buyer Parties), which consent will not be unreasonably withheld or delayed; provided, however, that nothing herein shall prohibit any Party from issuing or causing publication of any such press release or public announcement to the extent that such Party determines such action to be required by Law (or otherwise required by the SEC or the New York Stock Exchange or any rules or regulations promulgated by any such authorities), in which case the Party making such determination will, if practicable in the circumstances, use Reasonable Efforts to allow the other Parties reasonable time to comment on such release or announcement in advance of its issuance.

16.19 Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities and Persons that are expressly identified as the Parties hereto in their capacities as such and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any Party hereto, or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

16.20 Conflicts and Privilege. Each Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Meritas Companies) agrees that, notwithstanding any current or prior representation of the Meritas Companies by Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Sellers’ Firm”), such Sellers’ Firm shall be allowed to represent the Sellers in any matters and disputes adverse to such Buyer Party and/or the Meritas Companies that relate to this Agreement or the other Transaction Agreements or the Transaction. Each Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Meritas Companies) hereby (a) waives any claim that such Buyer Party or any of the Meritas Companies has or may have that any of the Sellers’ Firm has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises after the Closing between such Buyer Party or any Meritas Company, on the one hand, and a Seller, on the other hand, then the Sellers’ Firm may represent such Seller in such dispute even though the interests of one or more of such Persons may be directly adverse to such Buyer Party or such Meritas Company and even though the Sellers’ Firm may have represented such Meritas Company in a matter substantially related to such dispute. Each Buyer Party, on

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behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Meritas Companies), also agrees that, as to all communications between or among the Sellers’ Firm and the Sellers and the Meritas Companies (with respect to the Meritas Companies, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the Transaction or any other Transaction Agreement, and (ii) do not include advice (other than with respect to or in anticipation of the Transaction or any other Transaction Agreement) regarding the business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Meritas Companies, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by such Buyer Party or the Meritas Companies. Notwithstanding the foregoing, if a dispute arises between the Buyer Parties or any of the Meritas Companies, on the one hand, and a third party other than (and unaffiliated with) a Seller, on the other hand, after the Closing, then such Meritas Company (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by the Sellers’ Firm.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	PARENT

	NORD ANGLIA EDUCATION, INC.

	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Its:	Director

	U.S. HOLDCO

	VIKING HOLDCO, INC.

	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Its:	Chief Executive Officer

	MERGER SUB

	VIKING MERGER SUBSIDIARY, LLC

	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Its:	Manager

	CHENGDU BUYER

	NAE HK HOLDINGS LIMITED

	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Its:	Director

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	OLDCO

	MERITAS, LLC


	By:	/s/ M. Avi Xxxxxxx
	Name:	M. Avi Xxxxxxx
	Its:	Vice President

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	MERITAS

	VIKING HOLDING COMPANY, LLC


	By:	/s/ M. Avi Xxxxxxx
	Name:	M. Avi Xxxxxxx
	Its:	Manager

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	BLOCKER

	STERLING INTERNATIONAL SCHOOLS C CORPORATION


	By:	/s/ M. Avi Xxxxxxx
	Name:	M. Avi Xxxxxxx
	Its:	Secretary and General Counsel

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	BLOCKER STOCKHOLDER

	STERLING CAPITAL PARTNERS I, L.P.


	By:	/s/ M. Avi Xxxxxxx
	Name:	M. Avi Xxxxxxx
	Its:	Authorized Signatory

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	BLOCKER STOCKHOLDER

	STERLING CAPITAL PARTNERS II, L.P.


	By:	/s/ M. Avi Xxxxxxx
	Name:	M. Avi Xxxxxxx
	Its:	Authorized Signatory

Signature Page to Transaction Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

	BLOCKER STOCKHOLDER

	STERLING CAPITAL PARTNERS III, L.P.

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TRANSACTION AGREEMENT by and among NORD ANGLIA EDUCATION, INC., VIKING HOLDCO, INC. VIKING MERGER SUBSIDIARY, LLC, NAE HK HOLDINGS LIMITED, MERITAS, LLC, VIKING HOLDING COMPANY, LLC, STERLING INTERNATIONAL SCHOOLS, STERLING INTERNATIONAL SCHOOLS C...