LAUREATE EDUCATION, INC. 650 S. Exeter Street Baltimore, Maryland 21202 December 30, 2016Sterling Capital Partners II L P • February 17th, 2017 • Services-educational services • Maryland
Reference is made to that certain letter agreement (the “Original Letter Agreement”), dated August 16, 2007, by and among R. Christopher Hoehn-Saric (the “Participant”), L Curve Sub Inc. and Laureate Education, Inc. (the “Company”), pursuant to which the Participant held vested equity-based awards that the Participant exchanged for an unfunded, nonqualified stock-based deferred compensation arrangement (the “stock-based DCP”). Pursuant to the stock-based DCP, (i) a cash payment of $31,000,000 was made to the Participant on September 17, 2014, (ii) a cash payment of $3,093,841 was paid to the Participant on December 29, 2015 and a 9.250% Senior Note due 2019 having a principal amount of $18,860,000 (the “2015 Note”) was issued to Participant on December 29, 2015, and (iii) $7,041,987 was payable to the Participant on September 17, 2016 (the “2016 Obligation”). The Participant has agreed to extend the due date for payment of the 2016 Obligation from September 17, 2016 to December 31, 201
MEMORANDUM OF UNDERSTANDINGSterling Capital Partners II L P • February 17th, 2017 • Services-educational services
This memorandum of understanding (this “Agreement”) by and among Douglas L. Becker (the “Executive”), Steven M. Taslitz (“Taslitz”), R. Christopher Hoehn-Saric (together with Taslitz, the “Active Managers”) and the Companies serves to document mutual understandings and agreements with respect to the management and control of the shares of Laureate Education, Inc. (“Laureate”) that each of the Companies may be deemed to beneficially own.
Joint Filing AgreementJoint Filing Agreement • February 17th, 2017 • Sterling Capital Partners II L P • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Laureate Education, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
