CUSIP No. 98418W992
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1.
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Names of Reporting Persons.
WP X Investments IV Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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ý
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||
3.
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SEC Use Only
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||
4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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||
Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,624,000* (See Items 4 and 5)
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9.
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Sole Dispositive Power
0
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||
10.
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Shared Dispositive Power
8,624,000* (See Items 4 and 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
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||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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||
13.
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Percent of Class Represented by Amount in Row (11)
6.6%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 98418W992
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1.
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Names of Reporting Persons.
Warburg Pincus Private Equity X, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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||
(a)
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¨
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(b)
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ý
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||
3.
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SEC Use Only
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||
4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
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6.
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Citizenship or Place of Organization
Delaware
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||
Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,356,656* (See Items 4 and 5)
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||
9.
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Sole Dispositive Power
0
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||
10.
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Shared Dispositive Power
8,356,656* (See Items 4 and 5)
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||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,356,656* (See Items 4 and 5)
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||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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||
13.
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Percent of Class Represented by Amount in Row (11)
6.4%
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||
14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 98418W992
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1.
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Names of Reporting Persons.
Warburg Pincus X Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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||
(a)
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¨
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||
(b)
|
ý
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||
3.
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SEC Use Only
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||
4.
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Source of Funds (See Instructions)
N/A
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||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
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6.
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Citizenship or Place of Organization
Delaware
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||
Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
267,344* (See Items 4 and 5)
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9.
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Sole Dispositive Power
0
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||
10.
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Shared Dispositive Power
267,344* (See Items 4 and 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
267,344* (See Items 4 and 5)
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||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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||
13.
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Percent of Class Represented by Amount in Row (11)
Less than 1%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X, L.P.
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
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||
6.
|
Citizenship or Place of Organization
Delaware
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||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus Partners LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
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||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
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||
6.
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Citizenship or Place of Organization
New York
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||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus & Co.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
|
||
6.
|
Citizenship or Place of Organization
New York
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||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
|
||
6.
|
Citizenship or Place of Organization
New York
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
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CUSIP No. 98418W992
|
|||
1.
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Names of Reporting Persons.
Charles R. Kaye
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 98418W992
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1.
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Names of Reporting Persons.
Joseph P. Landy
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,624,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
8,624,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,624,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
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Bank Name:
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JP Morgan Chase
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ABA number:
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021000021
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||
Swift:
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CHASUS33
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Account Name:
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Warburg Pincus Private Equity X, LP
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Account number:
|
771-049749
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Bank Name:
|
JP Morgan Chase
|
||
ABA number:
|
021000021
|
||
Swift:
|
CHASUS33
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Account Name:
|
Warburg Pincus X Partners, LP
|
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Account number:
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771-049723
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THE COMPANY:
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XUEDA EDUCATION GROUP
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By: /s/ Christine Lu-Wong
Name: Christine Lu-Wong
Title: CFO
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THE SELLER:
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WP X INVESTMENTS IV LTD. | |
By: /s/ Timothy J. Curt
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Name: Timothy J. Curt
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Title: Director
|