Letter Agreement, by and among Global Education International B.V., Sociedade de Ensino Superior Estcio de S Ltda., Adtalem Global Education Inc., and Estcio Participaes S.A., dated as of April 24, 2020

Sociedade de Ensino Superior Estaćio de Sá Ltda.
Av. das Americas, 4200, BL 05, 3rd floor
Rio de Janeiro/RJ, Brazil 22640-907
Attention: Maria Goldberg

E-mail: ***@***

Ladies and Gentlemen:

Reference is hereby made to the Stock Purchase Agreement, dated as of October 18, 2019 (the “Purchase Agreement”), by and among Global Education International B.V., a private limited company (Besloten Vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands (“Seller”), Sociedade de Ensino Superior Estácio de Sá. Ltda., a limited liability company formed under the laws of Brazil (“Purchaser”), Adtalem Global Education Inc., a corporation formed under the laws of the State of Delaware (“Seller Guarantor”), and Estácio Participações S.A., a company formed under the laws of Brazil (“Purchaser Guarantor”). Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings assigned to such terms in the Purchase Agreement and the Seller Disclosure Letter.

Due to the closure of the São Paulo Board of Trade (“BoT”) as a result of the current COVID-19 pandemic, the ability of the Parties to make various filings and recordings with the BoT has been disrupted. For this and other reasons, the Parties wish to make certain amendments to the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Purchaser, Seller Guarantor and Purchaser Guarantor hereby agree to amend the Purchase Agreement and the Seller Disclosure Letter as follows:

(z) “Indemnified Taxes” shall mean, without duplication, (i) any Taxes arising from or relating to the settlement, repayment, capitalization, retirement, cancellation or other form of elimination of any Related Party Loans, (ii) any withholding Taxes imposed on any payment made by Purchaser pursuant to this Agreement, including for the avoidance of doubt, any interest or penalties thereon, (iii) any Taxes, including withholding taxes, arising from, on or relating to Seller’s Capital Gain Amount, and (iv) all amounts payable by Purchaser and its Affiliates in connection with the Preemptive Lawsuit, including all reasonable attorneys’ fees and expenses and costs of the proceedings. For the avoidance of doubt, the Taxes referenced in sub-clauses (ii) and (iii) do not include the Brazilian Tax on Financial Transactions (Imposto sobre operações financeiras – IOF);

(c) references to “Reais” or “R$” are references to the lawful currency of Brazil and references to “U.S. dollars” or “$” are references to the lawful currency of the United States;

(e) deliver to Purchaser reasonable evidence of Seller’s compliance with Section 7.4(a) and Section 7.4(b) (Termination of Agreements).

(h) deliver to Purchaser, in original and not a copy, the power of attorney in the form attached hereto as Exhibit F, duly executed, notarized and with apostille affixed (the “BoT Registration Power of Attorney”).

(a)            Any payment to be made pursuant to this Agreement by Purchaser to Seller shall be made to the bank account or accounts designated by Seller in writing to Purchaser at least five (5) Business Days prior to the due date for payment. Any payment to be made pursuant to this Agreement by Seller to Purchaser shall be made to the bank account nominated by Purchaser in writing to Seller at least three (3) Business Days prior to the due date for payment. Unless otherwise agreed in writing by Seller and Purchaser, any payments under this Agreement shall be in immediately available funds. All payments shall be made by electronic transfer on the due date for payment and receipt of the amount due shall be an effective discharge of the relevant payment obligation. If the payment is to a bank account or accounts in Brazil, no conversion into U.S. dollars shall be required. If the payment is to a bank account or accounts outside of Brazil, the funds in Reais shall be converted into U.S. dollars. For the avoidance of doubt, if Seller designates a bank account or accounts outside of Brazil for payment of any amounts owed by Purchaser under this Agreement, including the Closing Purchase Price, the Final Overage (if any), and any payments made to Seller set forth on Schedule 1.1(jjj), Purchaser shall bear any Brazilian Tax on financial transactions (imposto sobre operações financeiras - IOF) related to any foreign exchange transaction required to covert Reais into U.S. dollars. Specifically for the purpose of the conversion of the Closing Purchase Price, any Final Overage, and any payments made to Seller set forth on Schedule 1.1(jjj) from Reais into U.S. dollars in connection with its transfer to a bank account or accounts outside of Brazil, Purchaser agrees and undertakes to (i) negotiate the relevant conversion rate (the “Conversion Rate”) in good faith and in accordance with market practices with Morgan Stanley Capital Services LLC, with whom Purchaser has a bank account (or such other bank as Seller and Purchaser shall mutually agree, the “FX Bank”) in consultation with Seller and (ii) involve Seller in all discussions with the FX Bank in connection with the Conversion Rate, including the confirmation of the Conversion Rate with the FX Bank on the first (1st) Business Day prior to the relevant date for payment.

(b)            In connection with any foreign exchange transaction between Purchaser and the FX Bank for the conversion of the Closing Purchase Price, any Final Overage, and any payments made to Seller set forth on Schedule 1.1(jjj) into U.S. dollars:

           (i)            Purchaser shall not be liable for any and all consideration due to the FX Bank used for the conversion of any amounts in Reais into U.S. dollars that are not included in the Conversion Rate (other than any Brazilian Tax on financial transactions (imposto sobre operações financeiras - IOF)) and, therefore, under no circumstance shall Purchaser be required to pay any fee or amount of any nature whatsoever (other than any Brazilian Tax on financial transactions (imposto sobre operações financeiras - IOF)) to the FX Bank;

(ii)             in no event shall Purchaser be required to gross up or otherwise pay Seller any amounts in connection with the conversion into U.S. dollars of any amounts denominated in Reais in this Agreement;

(iii)           Seller shall undertake the indemnity obligations set forth in the Letter Agreement, dated April 20, 2020, by and among Banco Morgan Stanley S.A., Purchaser, and Seller, a copy of which is attached as Exhibit B hereto, directly with the FX Bank and no obligation of such nature shall be imposed on or required from Purchaser; and

(iv)           Purchaser's obligations under this Agreement with respect to payment shall be deemed satisfied in full upon (x) transfer of the applicable amount in Reais to the account designated by the FX Bank and (y) delivery of an instruction to the FX Bank to transfer the U.S. dollar equivalent of such amount at the Conversion Rate to the bank account designed by Seller in accordance with Section 4.4(a);

provided, however, that, notwithstanding anything herein to the contrary, Seller will not be liable for any Brazilian Tax on financial transactions (imposto sobre operações financeiras - IOF) related to such foreign exchange transaction, which shall be borne by Purchaser.

The Parties acknowledge and agree that, notwithstanding anything set forth in this Agreement, (x) the rights of the Purchaser Indemnified Parties to indemnification under Section 10.2(e) shall include the right to indemnification for Losses resulting from any challenge by a Tax Authority of or any other dispute with a Tax Authority related to the Seller’s Capital Gain Amount, including a challenge based on the lack of registration of the Corporate Documents (as such term is defined in Section 7.4(c) hereof) at Closing, and (y) such indemnification shall not be negated or otherwise limited by the failure to register the Corporate Documents or any omission from or action taken by or at the direction of Purchaser in furtherance of registering the Corporate Documents. For the avoidance of doubt, the Parties also agree that the Purchaser’s Indemnified Parties Losses will not include the amount actually withheld by Purchaser at the Closing with respect to the Seller’s Capital Gain Amount pursuant to this Section 4.5(b) in order to avoid double counting such amount.

 (i)            maintain the full legal effect in all respects of (x) the power of attorney and amendment thereto copies of which have been attached hereto as Exhibit E; provided that Seller shall have the right to replace such power of attorney with a new power of attorney substantially in the same form as Exhibit E, appointing new individuals to represent Seller; provided further that, notwithstanding Seller's right to replace such power of attorney, at all times a power of attorney in the form attached here to as Exhibit E shall be in full legal effect (the “Foreign Company Power of Attorney”) and (y) the BoT Registration Power of Attorney, in each case as valid and legal powers of attorney in accordance with its terms and applicable Law;

(iii)            use reasonable best efforts to take all required measures to obtain the registration of the Corporate Documents with the Board of Trade, using reasonable best efforts to execute and file any amended Corporate Documents or other documents requested by the Board of Trade (the “BoT Required Amendments”) within five (5) calendar days (and in any event within ten (10) calendar days; provided that this does not prevent Seller from filing documents after such 10-day period) of the date such request is issued by the Board of Trade, which amendments shall be restricted to the fulfilment of requirements of the Board of Trade and with no deviation to the step plan outlined in Schedule 7.4(b). The amended versions of the Corporate Documents shall be provided to Purchaser for its review and comment, and Seller shall consider in good faith reasonable comments provided by Purchaser. Purchaser shall cooperate with Seller in order to fulfill any of the BoT Required Amendments in furtherance of the registration of the Corporate Documents, including by executing (or causing the Company to execute) and providing any additional documents or forms necessary for such registration.

(d) Purchaser shall pay to Seller, five (5) business days after the date of the expiration of the last Services Period, the aggregate amount of the fees set forth on Schedule 7.18 calculated on a pro rata basis for the actual number of days in the Services Period for the Services provided with respect to each License, plus with respect to any License terminated early pursuant to Section 7.18(c), any costs or expenses incurred by Seller in connection with any such early termination (e.g., any fees owed to third parties for the time period prior to such early termination and the six (6)-month period following the Closing Date for such early-terminated License). Any payment set forth in this section shall be made in immediately available funds in U.S. dollars. Any payment set forth in this section shall be added of any Taxes levied upon the payment in Brazil, as to neutralize any Brazilian Tax effects incurred by the Seller in receiving the relevant payment, so that the Seller receives precisely the amount due after said taxation. For the avoidance of doubt, Seller must specify a U.S. bank account for such payments and Purchaser shall be responsible for paying any Brazilian Tax on financial transactions (imposto sobre operações financeiras - IOF).

(d) the third party claims described on Schedule 10.2(d).

(g) any Third Party Claims arising out of, resulting from, in connection with or relating to the lack of registry of the Corporate Documents with the Board of Trade (Junta Comercial), including any Encumbrances on the Transferred Shares as a result of the lack of such registration; provided that any such Third Party Claims concerning Indemnified Taxes shall be governed by Section 10.2(e).

Baker & McKenzie LLP.
452 Fifth Avenue
New York, New York 10018
Attention: Alan F. Zoccolillo, Esq.
E-mail:  ***@***

Lobo De Rizzo Advogados
Av. Brigadeiro Faria Lima, 3900, 12º andar,
04538-132 São Paulo, SP.
Attention: Rodrigo Millar de Castro Guerra
E-mail: ***@***

Except as otherwise expressly provided herein, all of the terms and conditions of the Purchase Agreement shall remain unchanged and continue in full force and effect.  This Letter Agreement shall not be deemed to be an amendment to any other term or condition of the Purchase Agreement, the Seller Disclosure Letter or any of the documents referred to therein.  This Letter Agreement shall be deemed to be in full force and effect from and after the execution of this Letter Agreement by the parties hereto as if the amendments made hereby were originally set forth in the Purchase Agreement or the Seller Disclosure Letter.  From and after the execution of this Letter Agreement by the parties hereto, any reference to the Purchase Agreement or the Seller Disclosure Letter shall be deemed to be a reference to the Purchase Agreement or the Seller Disclosure, as applicable, as amended by this Letter Agreement.

The terms of Section 1.2 (Interpretation) and Article XI (Miscellaneous) of the Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis, as if set forth herein and shall apply to this Letter Agreement.  Any conflict arising between this Letter Agreement and the Purchase Agreement shall be resolved in favor of the terms and intent of this Letter Agreement.