Item 1.01 Entry into a Material Definitive Agreement

On July 21, 2021, Adtalem Global Education Inc. ("Adtalem") and Laureate Education, Inc. ("Seller") entered into a waiver and amendment (the "Amendment") to the Membership Interest Purchase Agreement, dated as of September 11, 2020 (as amended, the "Agreement"). Under the Amendment, Adtalem and Seller agreed (i) that the U.S. Department of Education notification dated June 23, 2021 to Walden University (the "DOE Notification") meets the definition of a DOE Preacquisition Response (as defined in the Agreement) and (ii) to waive any right to terminate the Agreement under sections 7.01(b)(iii) or 7.01(c)(ii) thereof in respect of the DOE Notification. Seller also agreed to provide additional indemnification to Adtalem from and after the closing of the transactions contemplated by the Agreement.

The foregoing description of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





               Waiver and Amendment to Membership Interest Purchase Agreement by and
  2.1        between Adtalem Global Education Inc. and Laureate Education, Inc., dated
             as of July 21, 2021.

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