KLC / KinderCare Learning Companies, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42367 KinderCare Learning Companies, Inc.

KinderCare Reports Second Quarter 2025 Financial Results Second Quarter Highlighted by Continued Revenue Growth, Strategic Enrollment Initiatives, and Improved Federal Policy Clarity. Management Refines Guidance for Full Year 2025.

Exhibit 99.1 KinderCare Reports Second Quarter 2025 Financial Results Second Quarter Highlighted by Continued Revenue Growth, Strategic Enrollment Initiatives, and Improved Federal Policy Clarity. Management Refines Guidance for Full Year 2025. Lake Oswego, Ore. (August 12, 2025) – KinderCare Learning Companies, Inc. (NYSE: KLC) (“KinderCare,” the “Company,” and “we”), a leading provider of high-q

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 01, 2025 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporation) (

Repricing Amendment, dated as of July 1, 2025

Exhibit 10.1 REFINANCING AMENDMENT NO. 6 TO CREDIT AGREEMENT REFINANCING AMENDMENT NO. 6, dated as of July 1, 2025 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), by and among KUEHG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 KinderCare Learning

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporation) (C

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42367 KinderCare Learning Companies, Inc.

KinderCare Reports First Quarter 2025 Financial Results First Quarter Highlighted by Increased Revenue, Net Income Growth, Portfolio Expansion, and Continued Strong Adjusted EBITDA Generation. Reiterates 2025 Guidance.

Exhibit 99.1 KinderCare Reports First Quarter 2025 Financial Results First Quarter Highlighted by Increased Revenue, Net Income Growth, Portfolio Expansion, and Continued Strong Adjusted EBITDA Generation. Reiterates 2025 Guidance. Lake Oswego, Ore. (May 13, 2025) – KinderCare Learning Companies, Inc. (NYSE: KLC) (“KinderCare,” the “Company,” and “we”), a leading provider of high-quality early chi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Policy for Recoupment of Incentive Compensation

Exhibit 97.1 KINDERCARE LEARNING COMPANIES, INC. POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1. Introduction In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Board of Directors (the “Board”) of KinderCare Learning Companies, Inc. (the “Company”) has adopted this policy (the “Policy”) providing for the Company’s recoupment of

Amendment No. 5 to the Credit Agreement, dated February 11, 2024, by and among the Company, KUEHG Corp. and each of the other persons from time to time party thereto.

Exhibit 10.20 AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5, dated as of February 11, 2025 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), by and among KUEHG Corp., a Delaware

Insider Trading Policy

Exhibit 19.1 KinderCare Learning Companies, Inc. Insider Trading Compliance Policy This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: • Section I provides an overview; • Section II sets forth the policies of the Company prohibiting insider trading; • Section III explains insider trading; • Section IV consists of procedures that have been put in place by the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-42367 KinderCare Lear

List of subsidiaries of KinderCare Learning Companies, Inc.

Exhibit 21.1 List of Subsidiaries1 Name Jurisdiction of Incorporation or Organization KC Sub, LLC Delaware KUEHG Corp. Delaware KC REE Holdings, Inc. Delaware REE Investment, LLC Delaware REE Holdco, Inc. Delaware REE Midwest, Inc. Michigan REE Southeast, Inc. Delaware KinderCare Education Holdings LLC Delaware Knowledge Schools LLC Delaware KinderCare Education LLC Delaware KinderCare Education a

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following descriptions of our capital stock and provisions of our third amended and restated certificate of incorporation, our amended and restated bylaws and the Stockholders Agreement are summaries and are qualified by reference to the third amended and restated certificate of incorporation, the amended and restated bylaws and the Stockholders Agreeme

KinderCare Reports Fourth Quarter 2024 Financial Results

Exhibit 99.1 KinderCare Reports Fourth Quarter 2024 Financial Results Lake Oswego, Ore. (March 20, 2025) – KinderCare Learning Companies, Inc. (NYSE: KLC) (“KinderCare”), a leading provider of high-quality early childhood education ("ECE"), today announced financial results for the fourth quarter and fiscal year ended December 28, 2024 and provided guidance for 2025. Fourth Quarter 2024 Highlights

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporation)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 KinderCare Learning Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42367 87-1653366 (State or other jurisdiction of incorporatio

Amendment No. 4 to the Credit Agreement, dated October 30, 2024, by and among the Company, KUEHG Corp. and each of the other persons from time to time party thereto.

EXECUTION VERSION REFINANCING AMENDMENT NO. 4 TO CREDIT AGREEMENT REFINANCING AMENDMENT NO. 4, dated as of October 30, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), by and am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42367 KinderCare Learning Companies, Inc.

KinderCare Reports Third Quarter 2024 Financial Results

Exhibit 99.1 KinderCare Reports Third Quarter 2024 Financial Results Portland, Ore. (November 20, 2024) – KinderCare Learning Companies, Inc. (NYSE: KLC) (“KinderCare”), the nation’s largest private provider of high-quality early childhood education by center capacity, today announced financial results for the quarter ended September 28, 2024. Third Quarter 2024 Highlights • Revenue of $671.5 mill

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 KinderCare Learning Companies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42367 87-1653366 (State or Other Jurisdiction of Incorporatio

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 KinderCare Learning Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42367 87-1653366 (State or other jurisdiction of incorporation

Registration Rights Agreement, dated as of October 8, 2024, by and among the Company and each of the other persons from time to time party thereto (previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-42367) filed on October 15, 2024 and incorporated herein by reference).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF October 8, 2024 TABLE OF CONTENTS Page Article I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 Article II DEFINITIONS 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 6 Article III REGISTRATION RIGHTS 7 Section 3.1. Demand Registration 7 Se

Revolving Credit Facility Amendment, dated as of October 10, 2024, by and among the Company and each of the other person from time to time party thereto (previously filed as Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-42367) filed on October 15, 2024 and incorporated herein by reference).

Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of October 10, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), by and among KUEHG C

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2024 KinderCare Learning Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42367 87-1653366 (State or other jurisdiction of incorporation)

Stockholders Agreement, dated as of October 8, 2024, by and among the Company and each of the other persons from time to time party thereto (previously filed as Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-42367) filed on October 15, 2024 and incorporated herein by reference).

Exhibit 10.2 STOCKHOLDERS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE STOCKHOLDERS PARTY HERETO October 8, 2024 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1. Drafting Conventions; No Construction Against Drafter 1 1.2. Defined Terms 2 SECTION 2. REPRESENTATIONS AND WARRANTIES 3 2.1. Representations and Warranties of the Initial Stockholders 3 2.2. Representations and

Third Amended and Restated Certificate of Incorporation of KinderCare Learning Companies, Inc. (previously filed as Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-42367) filed on October 15, 2024 and incorporated herein by reference).

Exhibit 3.1 THIRD AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF KINDERCARE LEARNING COMPANIES, INC. KinderCare Learning Companies, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DG

Amended and Restated Bylaws of KinderCare Learning Companies, Inc. (previously filed as Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-42367) filed on October 15, 2024 and incorporated herein by reference).

Exhibit 3.2 Amended and Restated Bylaws of KinderCare Learning Companies, Inc. (a Delaware corporation) Table of Contents Article I—Corporate Offices 4   1.1 Registered Office 4 1.2 Other Offices 4 Article II—Meetings of Stockholders 4 2.1 Place of Meetings 4 2.2 Annual Meeting 4 2.3 Special Meeting 4 2.4 Notice of Business to be Brought before a Meeting 4 2.5 Notice of Nominations for Election to

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) KinderCare Learning Companies, Inc.

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 KinderCare Learning Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 87-1653366 (State of Incorporation) (I.R.S. Employer Identification No.) 5005 Meadows Ro

24,000,000 Shares KinderCare Learning Companies, Inc. Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No.

KinderCare Learning Companies, Inc. Amended and Restated 2022 Incentive Award Plan.

Exhibit 4.4 KINDERCARE LEARNING COMPANIES, INC. AMENDED AND RESTATED 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. C

KinderCare Learning Companies, Inc. 2024 Employee Stock Purchase Plan.

Exhibit 4.5 KINDERCARE LEARNING COMPANIES, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is int

As filed with the Securities and Exchange Commission on October 9, 2024

S-8 As filed with the Securities and Exchange Commission on October 9, 2024 Registration No.

[Signature page follows]

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 October 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: KinderCare Learning Companies, Inc. Request for Acceleration of Effectiveness of Registration Statement on Form S-1, as amended

As filed with the Securities and Exchange Commission on October 7, 2024.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 7, 2024.

KINDERCARE LEARNING COMPANIES, INC. 5005 Meadows Road Lake Oswego, OR 97035

KINDERCARE LEARNING COMPANIES, INC. 5005 Meadows Road Lake Oswego, OR 97035 October 7, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:   Alyssa Wall and Lilyanna Peyser, Division of Corporation Finance Re: KinderCare Learning Companies, Inc. Registration Statement on Form S-1, as amended (File No. 333-281971) Requ

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ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM October 7, 2024 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:  Alyssa Wall Re: KinderCare Learning Companies, Inc. Amendment No. 1 to Registration Statement on Form S-l Filed September 30, 2024 File No. 3

Form of Registration Rights Agreement, to be effective upon the consummation of this offering.

Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [ ], 2024 TABLE OF CONTENTS Page Article I EFFECTIVENESS 1 Section 1.1. Effectiveness 1 Article II DEFINITIONS 1 Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 6 Article III REGISTRATION RIGHTS 7 Section 3.1. Demand Registration 7 Section

Form of Third Amended and Restated Certificate of Incorporation of KinderCare Learning Companies, Inc., to be effective in connection with the Reorganization.

Exhibit 3.1 THIRD AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF KINDERCARE LEARNING COMPANIES, INC. KinderCare Learning Companies, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DG

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) KinderCare Learning Companies, Inc.

Form of Amended and Restated Bylaws of KinderCare Learning Companies, Inc., to be effective in connection with the Reorganization.

Exhibit 3.2 Amended and Restated Bylaws of KinderCare Learning Companies, Inc. (a Delaware corporation) Table of Contents Article I—Corporate Offices 4   1.1 Registered Office 4 1.2 Other Offices 4 Article II—Meetings of Stockholders 4 2.1 Place of Meetings 4 2.2 Annual Meeting 4 2.3 Special Meeting 4 2.4 Notice of Business to be Brought before a Meeting 4 2.5 Notice of Nominations for Election to

As filed with the Securities and Exchange Commission on September 30, 2024.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 30, 2024.

Form of Underwriting Agreement.

Exhibit 1.1 [  ] shares KINDERCARE LEARNING COMPANIES, INC. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT [•], 2024 GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, N

Form of Stockholders Agreement, to be effective upon the consummation of this offering.

Exhibit 10.26 STOCKHOLDERS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE STOCKHOLDERS PARTY HERETO [ • ], 2024 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1. Drafting Conventions; No Construction Against Drafter 1 1.2. Defined Terms 2 SECTION 2. REPRESENTATIONS AND WARRANTIES 3 2.1. Representations and Warranties of the Initial Stockholders 3 2.2. Representations and War

Director Letter by and between KinderCare Learning Companies, Inc. and Alyssa Waxenberg, dated August 4, 2021.

Exhibit 10.22 August 4, 2021 Alyssa Waxenberg Director, Digital Product Consumer Marketing Quest Diagnostics, Inc. Home Address: 7 Jacqueline Lane, Rye Brook, NY 10573 Cell: 917.626.5070 Email: [email protected] RE: KinderCare Learning Companies, Inc. Board of Directors Dear Alyssa, On behalf of Partners Group and KinderCare Learning Companies, Inc., I’m excited to extend to you our offer to be

Form of Option Agreement under the KinderCare Learning Companies, Inc. Amended and Restated 2022 Incentive Award Plan.

Exhibit 10.14 KINDERCARE LEARNING COMPANIES, INC. AMENDED AND RESTATED 2022 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of KinderCare Learning Companies, Inc. (the “Compa

Amendment No.1 to KinderCare Education LLC Nonqualified Deferred Compensation Plan.

Exhibit 10.12 AMENDMENT NO. 1 TO KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN (2015 Restatement) This AMENDMENT NO. 1 (this “Amendment”) to the Knowledge Universe Education LLC Nonqualified Deferred Compensation Plan (2015 Restatement), is made and adopted by KinderCare Education LLC (f/k/a Knowledge Universe Education LLC, Knowledge Learning Corporation) (the “Company”

KinderCare Education LLC Nonqualified Deferred Compensation Plan.

Exhibit 10.11 KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN 2015 Restatement KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN 2015 RESTATEMENT RECITALS A. Knowledge Learning Corporation adopted the 2008 Restatement of the Knowledge Learning Corporation KinderCare Learning Centers, Inc. Nonqualified Deferred Compensation Plan (as since amended, the

Employment Agreement by and between Knowledge Universe Education, LLC and John T. Wyatt, dated as of July 8, 2015.

Exhibit 10.5 EXECUTION COPY July 8, 2015 John T. Wyatt 430 SW 13th Ave. Apt. 2308 Portland, OR 97205 Re: Employment Agreement Dear Mr. Wyatt: The purpose of this letter is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC (the Company “we” or “us”). This offer is contingent upon the successful closing of the transac

Facilities Agreement, dated as of February 1, 2024, by and among KUEGH Corp. and CLIF 2023-1 LLC.

Exhibit 10.4 Execution Version FACILITIES AGREEMENT This FACILITIES AGREEMENT (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), dated as of February 1, 2024 (the “Effective Date”), is made by and between KUEHG CORP., a Delaware corporation (the “Customer”) and CLIF 2023-1 LLC, a Delaware limited liability company (together with any Person, who from time to

Amendment No. 1 to Credit Agreement, dated as of March 26, 2024, by and among KinderCare Learning Companies Inc., KC Sub, LLC, KUEHG Corp., the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

Exhibit 10.2 Execution Version INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT INCREMENTAL AMENDMENT NO. 1, dated as of March 26, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”)

Employment Agreement by and between Knowledge Universe Education, LLC and Paul Thompson, dated as of July 8, 2015.

Exhibit 10.6 EXECUTION COPY July 8, 2015 Paul Thompson c/o Knowledge Universe Education, LLC 650 NE Holladay Street Suite 1400 Portland, OR 97232 Re: Employment Agreement Dear Mr. Thompson: The purpose of this letter (“Agreement”) is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC (the “Company,” “we” or “us”). Th

KinderCare Education LLC Long-Term Incentive Plan.

Exhibit 10.19 KINDERCARE EDUCATION LLC LONG-TERM INCENTIVE PLAN The purpose of this KinderCare Education LLC Long-Term Incentive Plan (the “LTIP”) is to enhance the ability of KinderCare Education LLC (the “Company”), an indirect subsidiary of KUEHG Corp. (“KUEHG”), and its Subsidiaries (as defined below) to attract and retain individuals of exceptional talent who will contribute to the sustained

Credit Agreement, dated as of June 12, 2023, by and among KinderCare Learning Companies Inc., KC Sub, LLC, KUEHG Corp., the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of June 12, 2023 by and among KINDERCARE LEARNING COMPANIES, INC., as Initial Holdings, KC SUB, LLC, as Intermediate Holdings, KUEHG CORP., as the Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent and THE LENDERS AND ISSUING BANKS PARTY HERETO FROM TIME TO TIME BARCLAYS BANK PLC, MACQUARIE CAPITAL (USA) INC., GOLDMAN

Letter Regarding Change in Accountants of Deloitte & Touche LLP.

Exhibit 16.1 Deloitte & Touche LLP 1125 Northwest Couch Street Suite 600 Portland, OR 97209-4156 USA Tel: +1 503 222 1341 Fax: +1 503 224 2172 www.deloitte.com September 5, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read the Changes in Independent Registered Public Accounting Firm section of KinderCare Learning Company, Inc.’s S

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ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM September 6, 2024 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:  Alyssa Wall Re: KinderCare Learning Companies, Inc. Draft Registration Statement on Form S-l Submitted July 26, 2024 CIK No. 377-07356 Ladi

Employment Letter by and between KinderCare Learning Companies, Inc. and Tom Wyatt, effective as of March 15, 2024.

Exhibit 10.7 March 15, 2024 Dear Tom, As we’ve discussed, we would like to move forward with your transition from Chairman & CEO to Chairman of the Board of Directors of KinderCare Learning Companies, Inc., by the end of 2024. The transition will be announced in March 2024, in preparation for a hand-off to Paul Thompson at the Center Director Summit in early May. The effective date of your transit

Form of Award Agreement under the KinderCare Education LLC Long-Term Incentive Plan.

Exhibit 10.20 KINDERCARE EDUCATION LLC LONG-TERM INCENTIVE PLAN AWARD AGREEMENT This Award Agreement (this “Agreement”) is made effective as of January 1, 2020 (the “Grant Date”), between KinderCare Education LLC (the “Company”) and [    ] (the “Participant”). This Agreement is made under the KinderCare Education LLC Long-Term Incentive Plan (as amended from time to time, the “LTIP”). Capitalized

As filed with the Securities and Exchange Commission on September 6, 2024.

Table of Contents As filed with the Securities and Exchange Commission on September 6, 2024.

List of subsidiaries of KinderCare Learning Companies, Inc.

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation or Organization KC Sub, LLC Delaware KUEHG Corp. Delaware KC REE Holdings, Inc. Delaware REE Investment, LLC Delaware REE Holdco, Inc. Delaware REE Midwest, Inc. Michigan REE Southeast, Inc. Delaware KinderCare Education Holdings LLC Delaware Knowledge Schools LLC Delaware KinderCare Education LLC Delaware KinderCare Education at

KinderCare Learning Companies, Inc. Change in Control Severance Plan.

Exhibit 10.10 KINDERCARE LEARNING COMPANIES, INC. CHANGE IN CONTROL SEVERANCE PLAN 1. ESTABLISHMENT AND PURPOSE The KinderCare Learning Companies, Inc. Change in Control Severance Plan (the “Plan”) was established by the Board of Directors of KinderCare Learning Companies, Inc. (the “Board”), effective as of May 13, 2022. The purpose of this Plan is to promote the interests of the Company and its

KC Parent, LP Limited Partnership Agreement.

Exhibit 10.9 Execution Version KC PARENT, LP LIMITED PARTNERSHIP AGREEMENT MARCH 27, 2024 THE PARTNERSHIP INTERESTS AND UNITS REPRESENTED BY THIS LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, OFFERED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY T

Form of Indemnification Agreement.

Exhibit 10.16 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of    , 20  by and between KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), and     , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and

Amendment No. 2 to Credit Agreement, dated as of April 24, 2024, by and among KinderCare Learning Companies Inc., KC Sub, LLC, KUEHG Corp., the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

Exhibit 10.3 EXECUTION VERSION REFINANCING AMENDMENT NO. 2 TO CREDIT AGREEMENT REFINANCING AMENDMENT NO. 2, dated as of April 24, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”)

KinderCare Learning Companies, Inc. 2024 Employee Stock Purchase Plan (previously filed as Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-281971) filed on September 6, 2024 and incorporated herein by reference).

Exhibit 10.17 KINDERCARE LEARNING COMPANIES, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is i

Employment Letter to Paul Thompson, effective as of June 1, 2024.

Exhibit 10.8 March 2024 Dear Paul, Congratulations! I’m so pleased to present this promotion to you on behalf of KinderCare Learning Companies. Your promotion will be effective June 1, 2024. Details are as follows: New Position: Chief Executive Officer of KinderCare Learning Companies Compensation Type Current Compensation Effective To 5/31/2024 Increase Amount New Compensation Effective 6/1/2024

Form of Restricted Stock Unit Agreement under the KinderCare Learning Companies, Inc. Amended and Restated 2022 Incentive Award Plan.

Exhibit 10.15 KINDERCARE LEARNING COMPANIES, INC. AMENDED AND RESTATED 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of KinderCare Learning Companies

Master Lease Agreement between KCP RE LLC, as Landlord, and Knowledge Universe Education LLC, as Tenant, dated as of August 1, 2015, as amended on November 13, 2015, April 4, 2018, June 11, 2020, and June 3, 2022.

Exhibit 10.25 Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with brackets and asterisks - [***] - as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. MASTER LEASE AGREEMENT BETWEEN KCP RE LLC, as Landlord AND KNOWLEDGE UNIVERSE E

Director Letter by and between KinderCare Learning Companies, Inc. and Mike Nuzzo, dated August 4, 2021.

Exhibit 10.24 August 4, 2021 Mike Nuzzo President Petco Services Home Address: 963 Beaver Street, San Diego, CA 15143 Cell: 614.352.4475 Email: [email protected] RE: KinderCare Learning Companies, Inc. Board of Directors Dear Mike, On behalf of Partners Group and KinderCare Learning Companies, Inc., I’m excited to extend to you our offer to be nominated to join the Board of Directors (“Board”)

Director Letter by and between KinderCare Learning Companies, Inc. and Jean Desravines dated August 4, 2021.

Exhibit 10.23 August 4, 2021 Jean Desravines Chief Executive Officer New Leaders for New Schools Home Address: 937 Phyllis Drive, Baldwin Harbor, NY 11510 Cell: 646.327.2681 Email: [email protected] RE: KinderCare Learning Companies, Inc. Board of Directors Dear Jean, On behalf of Partners Group and KinderCare Learning Companies, Inc., I’m excited to extend to you our offer to be nominate

Director Letter by and between KinderCare Learning Companies, Inc. and Christine Deputy, dated August 4, 2021.

Exhibit 10.21 August 4, 2021 Christine Deputy Chief People Officer Pinterest, Inc. Home Address: 8084 Avalon Drive, Mercer Island, WA 90804 Cell: 206.295.7250 Email: [email protected] RE: KinderCare Learning Companies, Inc. Board of Directors Dear Christine, On behalf of Partners Group and KinderCare Learning Companies, Inc., I’m excited to extend to you our offer to be nominated to join the B

KinderCare Learning Companies, Inc. Amended and Restated 2022 Incentive Award Plan (previously filed as Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-281971) filed on September 6, 2024 and incorporated herein by reference).

Exhibit 10.13 KINDERCARE LEARNING COMPANIES, INC. AMENDED AND RESTATED 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities.

KinderCare Learning Companies, Inc. Policy for Providing Severance Payments to Executives.

Exhibit 10.18 POLICY FOR PROVIDING SEVERANCE PAYMENTS TO EXECUTIVES 1. POLICY It is the policy of the Company to provide certain severance payments and insurance benefits to Executives whose employment with the Company is terminated under certain conditions. 2. PARTICIPATION An Executive who incurs a Termination of Employment by the Company without Cause (or for the then-current Chief Executive Of

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) KinderCare Learning Companies, Inc.

CONFIDENTIAL TREATMENT REQUESTED BY KINDERCARE LEARNING COMPANIES, INC. PURSUANT TO RULE 83 As confidentially submitted to the Securities and Exchange Commission on July 26, 2024. This draft registration statement has not been publicly filed with the

Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY KINDERCARE LEARNING COMPANIES, INC.

Deloitte & Touche LLP

EX-16.1 Exhibit 16.1 Deloitte & Touche LLP 1125 Northwest Couch Street Suite 600 Portland, OR 97209-4156 USA Tel: +1 503 222 1341 Fax: +1 503 224 2172 www.deloitte.com July 24, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read the Changes in Independent Registered Public Accounting Firm section of KinderCare Learning Company, Inc.

KinderCare Learning Companies, Inc. 5005 Meadows Road Lake Oswego, OR 97035

RW KinderCare Learning Companies, Inc. 5005 Meadows Road Lake Oswego, OR 97035 July 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: KinderCare Learning Companies, Inc. Registration Statement on Form S-1 (File No. 333-260337) Application for Withdrawal of Registration Statement Ladies and Gentlemen: KinderCare

As filed with the Securities and Exchange Commission on November 10, 2022

Amendment No. 4 Table of Contents As filed with the Securities and Exchange Commission on November 10, 2022 Registration No. 333-260337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KinderCare Learning Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 8351 87-

Power of Attorney of William Swayne.

Exhibit 24.2 POWER OF ATTORNEY The undersigned director of KinderCare Learning Companies, Inc. hereby severally constitutes and appoints John T. Wyatt and Anthony Amandi, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in his name and on

Incremental Facility Amendment to First Lien Credit Agreement, dated as of July 1, 2022, among KC Sub, Inc., KinderCare Learning Companies, Inc., KUEHG Corp., the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.12 Execution Version INCREMENTAL FACILITY AMENDMENT INCREMENTAL FACILITY AMENDMENT, dated as of July 1, 2022 (this ?Amendment?), by and among KUEHG CORP., a Delaware corporation (?KUEHG?), KC SUB, LLC (formerly known as, KC SUB, INC.), a Delaware limited liability company (?KC Sub? and, together with KUEHG, the ?Borrowers?), KINDERCARE LEARNING COMPANIES, INC. (formerly known as, KC H

Amendment No. 12 to First Lien Credit Agreement, dated as of August 24, 2022, among KC Sub, Inc., KinderCare Learning Companies, Inc., KUEHG Corp., the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.13 EXECUTION VERSION AMENDMENT NO. 12 AMENDMENT NO. 12, dated as of August 24, 2022 (this ?Amendment?), by and among KUEHG CORP., a Delaware corporation (?KUEHG?), KC SUB, LLC (formerly known as KC SUB, INC.), a Delaware limited liability company (?KC Sub? and, together with KUEHG, the ?Borrowers?), KINDERCARE LEARNING COMPANIES, INC. (formerly known as, KC HOLDCO, LLC), a Delaware co

As filed with the Securities and Exchange Commission on May 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 9, 2022 Registration No.

Form of Restricted Stock Unit Agreement under the 2022 Incentive Award Plan.

Exhibit 10.18 KINDERCARE LEARNING COMPANIES, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of KinderCare Learning Companies, Inc. (the ?Company?). The Company hereby

2022 Incentive Award Plan.

Exhibit 10.14 KINDERCARE LEARNING COMPANIES, INC. 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms us

As filed with the Securities and Exchange Commission on March 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 9, 2022 Registration No.

List of subsidiaries of KinderCare Learning Companies, Inc.

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation or Organization KC Sub, LLC Delaware KUEHG Corp. Delaware KC REE Holdings, Inc. Delaware REE Investment, LLC Delaware REE Holdco, Inc. Delaware REE Midwest, Inc. Michigan REE Southeast, Inc. Delaware KinderCare Education Holdings LLC Delaware Knowledge Schools LLC Delaware KinderCare Education LLC Delaware KinderCare Education at

Form of Director Restricted Stock Unit Agreement under the 2022 Incentive Award Plan.

Exhibit 10.19 KINDERCARE LEARNING COMPANIES, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of KinderCare Learning Companies, Inc. (the ?Company?). The Company hereby

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) KinderCare Learning Companies, Inc.

Amendment to KC Parent, LLC Limited Liability Company Agreement.

EX-10.9.1 11 d248386dex1091.htm EX-10.9.1 Exhibit 10.9.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KC PARENT, LLC November 5, 2021 This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of KC Parent, LLC, a Delaware limited liability company (the “Company”), is effective as of November 5, 2021 (the “Effec

KinderCare Learning Companies, Inc. Non-Employee Director Compensation Policy.

EX-10.20 18 d248386dex1020.htm EX-10.20 Exhibit 10.20 KINDERCARE LEARNING COMPANIES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of KinderCare Learning Companies, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and e

Senior Executive Severance Plan.

Exhibit 10.21 KINDERCARE LEARNING COMPANIES, INC. SENIOR EXECUTIVE SEVERANCE PLAN 1. ESTABLISHMENT AND PURPOSE The KinderCare Learning Companies, Inc. Senior Executive Severance Plan (the ?Plan?) was established by the Board of Directors of KinderCare Learning Companies, Inc. (the ?Board?), effective as of the date of closing of the initial public offering of KinderCare Learning Companies, Inc. (t

Employment Letter by and between KinderCare Learning Companies, Inc. and Tom Wyatt, effective as of the consummation of this offering.

Exhibit 10.6 Execution Version October [?], 2021 Tom Wyatt c/o KinderCare Learning Companies, Inc. 650 NE Holladay Street #1400 Portland, Oregon 97232 RE: Continued KinderCare Employment Dear Tom: We are pleased to confirm the terms of your continued employment with KinderCare Learning Companies, Inc. (the ?Company?), in connection with the Company?s anticipated initial public offering (the ?IPO?)

2021 Incentive Award Plan, to be effective upon the consummation of this offering.

Exhibit 10.14 KINDERCARE LEARNING COMPANIES, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms us

Form of Stockholders Agreement, to be effective upon the consummation of this offering.

Exhibit 4.3 STOCKHOLDERS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE INITIAL SPECIFIED STOCKHOLDERS [ ? ], 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 6 2.1 Representations and Warranties of the Initial Stockholder 6 2.2 Representations and Warr

Employment Letter by and between KinderCare Learning Companies, Inc. and Paul Thompson, effective as of the consummation of this offering.

EX-10.7 10 d248386dex107.htm EX-10.7 Exhibit 10.7 Execution Version October [●], 2021 Paul Thompson c/o KinderCare Learning Companies, Inc. 650 NE Holladay Street #1400 Portland, Oregon 97232 RE: Continued KinderCare Employment Dear Paul: We are pleased to confirm the terms of your continued employment with KinderCare Learning Companies, Inc. (the “Company”), in connection with the Company’s antic

Form of Director Restricted Stock Unit Agreement under the 2021 Inventive Award Plan.

Exhibit 10.18 KINDERCARE LEARNING COMPANIES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of KinderCare Learning Companies, Inc. (the ?Company?). The Company hereby

Form of Option Agreement under the 2021 Incentive Award Plan.

EX-10.16 14 d248386dex1016.htm EX-10.16 Exhibit 10.16 KINDERCARE LEARNING COMPANIES, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of KinderCare Learning Companies, Inc. (the “Company

Form of Certificate of Incorporation of KinderCare Learning Companies, Inc., to be effective in connection with the Reorganization.

EX-3.1 3 d248386dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF KINDERCARE LEARNING COMPANIES, INC. ARTICLE I NAME The name of the corporation is KinderCare Learning Companies, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware

Specimen Common Stock Certificate of the Registrant.

Exhibit 4.2 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 49456W 10 5 THIS CERTIFIES THAT is the owner of BY FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF AMERICAN KINDERCARE LEARNING COMPANIES, INCORPORATED (Brooklyn, COUNTERSIGNED New STOCK AND transferable on the books of the Corporation by the holder hereof in person or b

Form of Amended and Restated Bylaws of KinderCare Learning Companies, Inc., to be effective in connection with the Reorganization.

EX-3.2 4 d248386dex32.htm EX-3.2 Exhibit 3.2 Bylaws of KinderCare Learning Companies, Inc. (a Delaware corporation) Table of Contents Page Article I – Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II – Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominati

Form of Indemnification Agreement.

EX-10.15 13 d248386dex1015.htm EX-10.15 Exhibit 10.15 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement

2021 Employee Stock Purchase Plan, to be effective upon the consummation of this offering.

Exhibit 10.19 KINDERCARE LEARNING COMPANIES, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is i

As filed with the Securities and Exchange Commission on November 8, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2021 Registration No.

Form of Underwriting Agreement.

Exhibit 1.1 [ ] shares KINDERCARE LEARNING COMPANIES, INC. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT [?], 2021 BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New

Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan.

EX-10.17 15 d248386dex1017.htm EX-10.17 Exhibit 10.17 KINDERCARE LEARNING COMPANIES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of KinderCare Learning Companies,

Incremental Facility Amendment to First Lien Credit Agreement, dated November 3, 2021, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.12 8 d248386dex10112.htm EX-10.1.12 Exhibit 10.1.12 EXECUTION VERSION INCREMENTAL FACILITY AMENDMENT INCREMENTAL FACILITY AMENDMENT, dated as of November 3, 2021 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Hold

KC Parent, LLC 2015 Equity Incentive Plan.

EX-10.6 20 d163371dex106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION KC PARENT, LLC 2015 EQUITY INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the KC Parent, LLC 2015 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, managers, directors, consultants and other key persons of, or other providers

Amendment No. 5 to First Lien Credit Agreement, dated as of April 26, 2017, among KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.5 Execution Version AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of April 26, 2017 (this ?Amendment?), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the ?Credit Agreement?) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG C

Amendment No. 4 to First Lien Credit Agreement, dated as of February 7, 2017, among KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.4 EXECUTION VERSION AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of February 7, 2017 (this ?Amendment?), by and among KUEHG CORP., a Delaware corporation (the ?Borrower?), KC SUB INC., a Delaware corporation (?Holdco?), the Required Lenders, the Required Revolving Lenders and the Incremental Lenders party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent (t

Amendment No. 10 to First Lien Credit Agreement, dated as of June 12, 2020, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.10 Execution Version AMENDMENT NO. 10 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 10 TO FIRST LIEN CREDIT AGREEMENT, dated as of June 12, 2020 (this ?Amendment?), by and among KUEHG CORP., a Delaware limited liability company (?KUEHG?), KC SUB, INC., a Delaware corporation (?KC Sub? and together with KUEHG, the ?Borrowers?), KC HOLDCO, LLC, a Delaware limited liability company (?Hold

Knowledge Universe Education LLC Nonqualified Deferred Compensation Plan.

Exhibit 10.11 KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN 2015 Restatement KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN 2015 RESTATEMENT RECITALS A. Knowledge Learning Corporation adopted the 2008 Restatement of the Knowledge Learning Corporation KinderCare Learning Centers, Inc. Nonqualified Deferred Compensation Plan (as since amended, the

Amendment No. 11 to First Lien Credit Agreement, dated as of October 15, 2020, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.11 14 d163371dex10111.htm EX-10.1.11 Exhibit 10.1.11 EXECUTION VERSION AMENDMENT NO. 11 AMENDMENT NO. 11, dated as of October 15, 2020 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Guarantors party

KinderCare Education LLC Long-Term Incentive Plan.

Exhibit 10.18 KINDERCARE EDUCATION LLC LONG-TERM INCENTIVE PLAN The purpose of this KinderCare Education LLC Long-Term Incentive Plan (the ?LTIP?) is to enhance the ability of KinderCare Education LLC (the ?Company?), an indirect subsidiary of KUEHG Corp. (?KUEHG?), and its Subsidiaries (as defined below) to attract and retain individuals of exceptional talent who will contribute to the sustained

Amendment No. 2 to First Lien Credit Agreement, dated as of April 29, 2016, among KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.2 EXECUTION VERSION AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 29, 2016 (this ?Amendment?), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof) (the ?Credit Agreement?) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG

List of subsidiaries of KC Holdco, LLC.

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation or Organization KC Sub, Inc. Delaware KUEHG Corp. Delaware KC REE Holdings, Inc. Delaware REE Investment, LLC Delaware REE Holdco, Inc. Delaware REE Midwest, Inc. Michigan REE Southeast, Inc. Delaware KinderCare Education Holdings LLC Delaware Knowledge Schools LLC Delaware KinderCare Education LLC Delaware KinderCare Education a

Powers of Attorney.

S-1 1 d163371ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on October 18, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KC Holdco, LLC* (Exact name of registrant as specified in its charter) Delaware 8351 87-1653366 (State or other jurisdiction

First Lien Credit Agreement, dated as of August 13, 2015, among KC Sub, Inc., KC Mergersub Inc., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1 3 d163371dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015, among KC SUB, INC., as Holdco, KC MERGERSUB, INC., as Borrower, The Lenders Party Hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA), LLC, BARCLAYS BANK PLC, and BMO CAPITAL MARKETS, as Joint Lead A

Incremental Amendment No. 7 to First Lien Credit Agreement, dated as of August 24, 2018, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.7 10 d163371dex1017.htm EX-10.1.7 Exhibit 10.1.7 Execution Version INCREMENTAL AMENDMENT NO. 7 INCREMENTAL AMENDMENT NO. 7, dated as of August 24, 2018 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the I

KC Parent, LLC Limited Liability Company Agreement.

Exhibit 10.7 KC PARENT, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT JULY 6, 2020 Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Rules of Interpretation 12 ARTICLE 2 GENERAL PROVISIONS 13 Section 2.1 Formation 13 Section 2.2 Name 13 Section 2.3 Purpose 13 Section 2.4 Office 13 Section 2.5 Term 13 Section 2.6 Ownership of Company Property

First Lien Note Purchase Agreement, dated as of July 6, 2020, among KC Holdco, LLC, KUEHG Corp., the purchasers party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

Exhibit 4.1 Execution Version FIRST LIEN NOTE PURCHASE AGREEMENT dated as of July 6, 2020 among KC HOLDCO, LLC as Holdco, KUEHG CORP., as Issuer, The Purchasers Party Hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions Section 1.01 Defined Terms 1 Section 1.02 [Reserved] 41 Section 1.03 Terms Generally 41 Sec

Employment Agreement by and between Knowledge Universe Education, LLC and Dr. Elanna Yalow, dated as of July 8, 2015.

EX-10.5 19 d163371dex105.htm EX-10.5 Exhibit 10.5 EXECUTION COPY July 8, 2015 Elanna Yalow c/o Knowledge Universe Education, LLC 650 NE Holladay Street Suite 1400 Portland, OR 97232 Re: Employment Agreement Dear Ms. Yalow: The purpose of this letter (“Agreement”) is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC

Second Lien Credit Agreement, dated as of August 22, 2017, among KC Holdco, LLC, KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.2 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT dated as of August 22, 2017 among KC HOLDCO, LLC, as Holdco, KC SUB, INC. and KUEHG CORP., collectively, as the Borrower, The Lenders Party Hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA), LLC, and BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint Lead Boo

Incremental Amendment No. 9 to First Lien Credit Agreement, dated as of March 20, 2019, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.9 12 d163371dex1019.htm EX-10.1.9 Exhibit 10.1.9 Execution Version INCREMENTAL AMENDMENT NO. 9 INCREMENTAL AMENDMENT NO. 9, dated as of March 20, 2019 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the In

Amendment No.1 to Knowledge Universe Education LLC Nonqualified Deferred Compensation Plan.

Exhibit 10.11.1 AMENDMENT NO. 1 TO KNOWLEDGE UNIVERSE EDUCATION LLC NONQUALIFIED DEFERRED COMPENSATION PLAN (2015 Restatement) This AMENDMENT NO. 1 (this ?Amendment?) to the Knowledge Universe Education LLC Nonqualified Deferred Compensation Plan (2015 Restatement), is made and adopted by KinderCare Education LLC (f/k/a Knowledge Universe Education LLC, Knowledge Learning Corporation) (the ?Compan

Director Letter by and between KUEHG Corp. and Adrian Bellamy dated as of January 8, 2016.

Exhibit 10.10 KUEHG Corp. 650 NE Holladay, Suite 1400 Portland, OR 97232 January 8, 2016 Mr. Adrian Bellamy Re: KUEHG Corp. Board of Directors Dear Adrian: I am very pleased to confirm our offer to you to join the Board of Directors (?Board?) of KUEHG Corp. (?Company?). We are all very enthusiastic about you joining the Board. This letter summarizes certain aspects of how we operate as a Board and

Form of Award Agreement under the KinderCare Education LLC Long-Term Incentive Plan.

EX-10.19 28 d163371dex10191.htm EX-10.19 Exhibit 10.19 KINDERCARE EDUCATION LLC LONG-TERM INCENTIVE PLAN AWARD AGREEMENT This Award Agreement (this “Agreement”) is made effective as of January 1, 2020 (the “Grant Date”), between KinderCare Education LLC (the “Company”) and [ ] (the “Participant”). This Agreement is made under the KinderCare Education LLC Long-Term Incentive Plan (as amended from t

Employment Agreement by and between Knowledge Universe Education, LLC and John T. Wyatt, dated as of July 8, 2015.

EX-10.3 17 d163371dex103.htm EX-10.3 Exhibit 10.3 EXECUTION COPY July 8, 2015 John T. Wyatt Re: Employment Agreement Dear Mr. Wyatt: The purpose of this letter is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC (the Company “we” or “us”). This offer is contingent upon the successful closing of the transactions con

Form of Incentive Unit Grant Agreement under the KC Parent, LLC 2015 Equity Incentive Plan.

EX-10.8 22 d163371dex108.htm EX-10.8 Exhibit 10.8 INCENTIVE UNIT GRANT AGREEMENT UNDER THE KC PARENT, LLC 2015 EQUITY INCENTIVE PLAN Name of Grantee: (the “Grantee”) (Name of Grantee) No. of Units: Class B-1 Units Class B-2 Units Class B-3 Units (Class B-1 Units, Class B-2 Units and Class B-3 Units, collectively, the “Incentive Units”) Grant Date: (the “Grant Date”) Vesting Reference Date: (the “V

KinderCare Education LLC Severance Pay Plan.

Exhibit 10.9 KinderCare Education LLC SEVERANCE PAY PLAN EFFECTIVE JANUARY 1, 2017 PLAN AND SUMMARY PLAN DESCRIPTION KinderCare Education SEVERANCE PAY PLAN EFFECTIVE AS OF JANUARY 1, 2017 PLAN AND SUMMARY PLAN DESCRIPTION INTRODUCTION Effective as of January 1 , 2017 (the ?Effective Date?), the KinderCare Education Severance Pay Plan (the ?Plan?) is for the benefit of eligible employees of Kinder

Amendment No. 3 to First Lien Credit Agreement, dated as of October 18, 2016, among KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.1.3 EXECUTION VERSION AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of October 18, 2016 (this ?Amendment?), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the ?Credit Agreement?) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG

Amendment No. 6 to First Lien Credit Agreement, dated as of August 22, 2017, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Table of Contents Exhibit 10.1.6 EXECUTION VERSION AMENDMENT NO. 6 AMENDMENT NO. 6, dated as of August 22, 2017 (this ?Amendment?), by and among KUEHG CORP., a Delaware corporation (the ?Existing Borrower?), KC SUB INC., a Delaware corporation (?KC Sub?), KC HOLDCO, LLC, a Delaware limited liability company (?Holdco?), the Required Lenders, the Incremental Lenders party hereto, and CREDIT SUISSE A

Amendment No. 1 to Second Lien Credit Agreement, dated as of September 19, 2018, among KC Holdco, LLC, KC Sub, Inc., KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

Exhibit 10.2.1 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of September 19, 2018 (this ?Amendment?), by and among KUEHG CORP., a Delaware corporation (?KUEHG?), KC SUB, INC., a Delaware corporation (?KC Sub? and, together with KUEHG, the ?Borrowers?), KC HOLDCO, LLC, a Delaware limited liability company (?Holdco?), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANC

Incremental Amendment No. 1 to First Lien Credit Agreement, dated as of April 29, 2016, among KC Sub, Inc., KUEHG Corp., as successor to KC Mergersub Inc., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.1 4 d163371dex1011.htm EX-10.1.1 Exhibit 10.1.1 EXECUTION VERSION INCREMENTAL AMENDMENT NO. 1 INCREMENTAL AMENDMENT NO. 1, dated as of April 29, 2016 (this “Amendment”), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof) (the “Credit Agreement”) among KC MERGERSUB,

Amendment No. 8 to First Lien Credit Agreement, dated as of September 19, 2018, among KC Sub, Inc., KC Holdco, LLC, KUEHG Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

EX-10.1.8 11 d163371dex1018.htm EX-10.1.8 Exhibit 10.1.8 EXECUTION VERSION AMENDMENT NO. 8 AMENDMENT NO. 8, dated as of September 19, 2018 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Lenders party hereto,

Employment Agreement by and between Knowledge Universe Education, LLC and Paul Thompson, dated as of July 8, 2015.

EX-10.4 18 d163371dex104.htm EX-10.4 Exhibit 10.4 EXECUTION COPY July 8, 2015 Paul Thompson c/o Knowledge Universe Education, LLC 650 NE Holladay Street Suite 1400 Portland, OR 97232 Re: Employment Agreement Dear Mr. Thompson: The purpose of this letter (“Agreement”) is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education,

CONFIDENTIAL TREATMENT REQUESTED BY KC HOLDCO, LLC PURSUANT TO 17 CFR 200.83 As confidentially submitted with the Securities and Exchange Commission on September 27, 2021

Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY KC HOLDCO, LLC PURSUANT TO 17 CFR 200.

CONFIDENTIAL TREATMENT REQUESTED BY KC HOLDCO, LLC PURSUANT TO 17 CFR 200.83 As confidentially submitted with the Securities and Exchange Commission on August 16, 2021

Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY KC HOLDCO, LLC PURSUANT TO 17 CFR 200.