Common use of Purchaser’s Representations, Warranties and Agreements Clause in Contracts

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Purchase Stock and the Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, represents and warrants and agrees as follows on to the date hereof and at the time of each exercise of the OptionsCompany that: (a) The Purchaser It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment Securities for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose benefit of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock U.S. persons except in accordance with exemption from registration requirements of the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) Act below or in a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly transaction not subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofthereto. (b) In addition It is not acquiring the Securities with a view to any legends required by distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)jurisdiction." (c) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants and the Warrant Shares) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend Securities are “restricted securities” as defined in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, and subject to resale restrictions during the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request period set forth in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees thatNo form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), if any shares general solicitation or general advertising in violation of the capital stock Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the CompanyNotes. (f) The Purchaser represents and warrants that Securities to be acquired by the Purchaser has been given will be acquired for investment for the opportunity to obtain any additional information Purchaser’s own account, not as a nominee or documents agent, and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related not with a view to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f)resale or distribution of any part thereof, and the Purchaser has relied solely on no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such informationPerson or to any third Person, with respect to any of the Securities. (g) Purchaser understands that there is not an active public market for the StockThe execution, the Stock must be held indefinitely delivery and performance by it of this Agreement and the Purchaser must continue to bear the economic risk consummation by it of the investment in transactions contemplated by the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingenciesDocuments, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stockincluding, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreementwithout limitation, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock Securities: (a) is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its Charter Documents or any amendment thereof; and (vc) shall not violate, constitute a breach of or a default (with the Purchaser's knowledge passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are in full force and experience in financial and business matters are such that effect) under or pursuant to (i) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is capable a party or by which the Purchaser or its property is bound, or (ii) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of evaluating its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a material adverse effect on the merits and risks ability of the purchase Purchaser to perform its obligations hereunder. (h) This Agreement and the other Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the Stock as availability of specific performance, injunctive relief or other equitable remedies. (i) The Purchaser has not engaged any broker, finder, commission agent or other similar person in connection with the transactions contemplated by this Agreementunder the Documents, and the Purchaser is not under any obligation to pay any broker’s fee or commission in connection with such transactions.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Common Purchase Stock issuable upon and, at the time of exercise of the Options or other acquisition, all other Stock (the "Stock") as defined in Section 8) for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") ), and in compliance with any applicable state securities lawslaw or (ii) counsel --- for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and any applicable state securities law. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act Act, applicable state securities law and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, --------------------- testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it -------- is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Vesting Reference Date (as defined below) in compliance with the federal and state securities laws to a trust trust, custodianship or custodianship limited partnership the beneficiaries or limited partners of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third ------------------ anniversary of the Vesting Reference Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that -------- the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock Shares (any such act sometimes referred to herein as a “Transfer,” whether voluntary or involuntary) unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition Transfer complies with the terms and conditions of this Agreement, including the restrictions on Transfer contained in Section 3 of this Agreement hereof, and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition Transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amendedAct, or the rules and regulations in effect thereunder or (ii) (A) counsel for the "Act"Purchaser (which shall be O’Melveny & Xxxxx LLP or such other counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any Transfer in compliance any such country, counsel for the Purchaser (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with applicable state an opinion or other advice satisfactory in form and substance to the Company to the effect that such Transfer will comply with the securities lawslaws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock Transfers are deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer Transfer made pursuant to Section 45, 5 6, 8 or 6 9 hereof, (y) a transfer Transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "“Purchaser's ’s Estate"”) or a transfer Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person an individual who has become a holder of Stock Shares in accordance with the terms of this Agreement; provided, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer Transfer made after the Purchase Date in compliance with the federal securities laws to a trust trust, custodianship or custodianship other similar entity the beneficiaries or holders of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants) or directly to the Purchaser's ’s spouse or lineal descendants (a "“Purchaser's ’s Trust")”) or a transfer made after the fifth anniversary of the Purchase Date to such a trust by an individual who has become a holder of Shares in accordance with the terms of this Agreement; provided, provided that such transfer Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock Shares shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S SHAREHOLDER’S AGREEMENT DATED AS OF ((MSHA_Date)) DECEMBER 1, 2005 BY AND BETWEEN KINDERCARE LEARNING CENTERS, INC. AVAGO TECHNOLOGIES LIMITED (THE "“COMPANY"”) AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY."” (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on issuance of the certificates representing Options and the Stock and Shares have not been registered under the Securities Act, (ii) a notation shall the Options and the Shares must be made held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the appropriate records of Options and the Company indicating Shares unless the Shares are subsequently registered under the Securities Act or an exemption from registration is available, (iii) it is not anticipated that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions there will be issued to any public market for the Company's transfer agent with respect to Options and the Stock. If the Purchaser is Shares, (iv) an Affiliate, the Purchaser also acknowledges that (1) exemption from registration under Rule 144 promulgated under the Securities Act may is not be currently available with respect to the Stocksales of any securities of the Company, and except as provided in Section 11(b) hereof, the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof)available, (2v) when and if shares of Options and the Stock Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and Rule, (3vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Options and the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restriction on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Shares. (d) If any shares of the Stock Shares are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale sale, and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC")Commission. (e) The Purchaser agrees that, if any shares of the capital stock Shares (or securities convertible into or exchangeable for Shares) or other equity securities of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan)Securities Act, the Purchaser will not effect any public sale or distribution of any shares of the Stock Shares not covered by such registration statement within 7 days prior to, or within 180 days after(or such other shorter time period as may be permitted by the underwriters or such other longer time period as may be required by the underwriters in such offering, but in no event more than or less than the number of days applicable to Luxco (collectively with any shareholder required to become a party to this Agreement pursuant to Section 8(a)(iii) below the “Sponsors”)) after the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) Purchaser has received and reviewed the Confidential Offering Memorandum relating to the debt offering by a Subsidiary of the Company and (ii) Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and its Subsidiaries and Affiliates and the business and prospects of the Company and its Subsidiaries and Affiliates and which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Stock Options and the Shares and to verify the information received contained in the information reviewed as indicated in this Section 2(f), ) and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock Options and the Shares for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's his investment in the StockOptions and the Shares, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser himself and the Purchaser's his financial position is correct and complete as of the date of this Agreementthat date, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock Options and the Shares, and (v) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the his purchase of the Stock Options and the Shares as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Common Purchase Stock issuable upon and, at the time of exercise of the Options or other acquisition, all other Stock (the "Stock") as defined in Section 8) for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") ), and in compliance with any applicable state securities lawslaw or (ii) counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and any applicable state securities law. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act Act, applicable state securities law and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Vesting Reference Date (as defined below) in compliance with the federal and state securities laws to a trust trust, custodianship or custodianship limited partnership the beneficiaries or limited partners of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Vesting Reference Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being herein referred to as a "transfer") any shares of the Purchase Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, and, together with any other shares of Common Stock beneficially owned by the Purchaser as of the date hereof or hereafter acquired, the "Stock") unless such transfer complies with Section 3 of this Agreement. Furthermore, if the Purchaser is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Purchaser agrees and acknowledges that he will not transfer any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or and the rules and regulations in effect thereunder (the "Act") ), and in compliance with applicable provisions of state securities lawslaws or (ii) (A) counsel for the Purchaser (which shall be such counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and such transfer is in compliance with the applicable provisions of state securities laws and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person, other than the Purchaser, who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by During the Act or applicable state securities lawsterm of this Agreement, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF July 1, 1999 BETWEEN SPALDING HOLDINGS CORPORATION ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. ("THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Purchase Stock has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1i) Rule 144 promulgated the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act may or an exemption from such registration is available, (ii) it is not anticipated that there will be available with respect to any market on an exchange or a quotation service for the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2iii) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144144 or the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule Rule, and (3iv) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed the Purchaser documents comprising the Prospectus (the "Prospectus") relating to the Purchase Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Purchase Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Purchase Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Purchase Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Purchase Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Purchase Stock, including those set forth in the Prospectus referred to above, and (viv) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Purchase Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being herein referred to herein as a "transfer") any shares of the Purchase Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, the "Stock") unless such transfer complies with Section 3 of this Agreement. Furthermore, if the Purchaser is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Purchaser agrees and acknowledges that he will not transfer any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or and the rules and regulations in effect thereunder (the "Act") ), and in compliance with applicable provisions of state securities lawslaws or (ii) (A) counsel for the Purchaser (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any transfer in any such country, counsel for the Purchaser (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be Commission File No. 0-6544 bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) ___________, 1996 BETWEEN KINDERCARE LEARNING CENTERSBRUNO'S, INC. ("THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Stock has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser Purchase also acknowledges Commission File No. 0-6544 that (1) Rule 144 promulgated the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act may or an exemption from such registration is available, (2) it is not anticipated that there will be available with respect to any market on an exchange or a quotation service for the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (23) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and Rule, (34) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act., (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed the Purchaser document(s) comprising the Prospectus (the "Prospectus") relating to the Purchase Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Purchase Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Purchase Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Purchase Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Purchase Stock, including those set forth in the Prospectus referred to above, and (viv) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Purchase Stock as contemplated by this Agreement.. Commission File No. 0-6544

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Purchase Stock, and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, and, together with any other shares of Common Stock beneficially owned by the Purchaser as of the date hereof or hereafter acquired, the "Stock") for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) (i) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities lawslaws or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and such transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the applicable provisions of state securities laws or (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) _______________ __199_, BETWEEN KINDERCARE LEARNING CENTERSXXXXXXX'X FOOD MARKETS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Stock has not been registered under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an AffiliateAffiliate (as such term is defined in Rule 501(b) of the Act), the Purchaser also acknowledges that (1) the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) it is not anticipated that there will be any public market for the Stock, (3) Rule 144 promulgated under the Act may is not be currently available with respect to the Stocksales of any securities of the Company, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (24) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (35) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed a Private Placement Memorandum (the Purchaser "Private Placement Memorandum") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Stock and to verify the information contained in the Private Placement Memorandum and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Stock, (iii) all information which the Purchaser he has provided to the Company concerning the Purchaser himself and the Purchaser's his financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Stock, including those set forth in the Private Placement Memorandum referred to above, and (v) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Stock as contemplated by this Agreement. (h) The Purchaser further acknowledges that, if he is a party to the Shareholders Agreement, his shares of Stock will be subject, until termination of the Shareholders Agreement, to the voting restrictions and requirements contained in Section 4.01 (entitled "Certain Directors") of the Shareholders Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Purchase Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in -------------- The Purchase Price shall be funded through a combination of cash and borrowing from the Company, which borrowing shall be pursuant to a Note and Pledge Agreement. connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) _______________ __199_, BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there it is not an active anticipated that there will be any public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser Each of the Purchasers hereby represents and warrants that he is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") Shares for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser Each of the Purchasers agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless Shares unless: (Ai) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act"); or (ii) and in compliance with applicable state securities laws. Notwithstanding counsel for the foregoing, Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company acknowledges with an opinion, satisfactory in form and agrees substance to the Company, that any no such registration is required because of the following transfers availability of Stock are deemed to be in compliance with an exemption from registration under the Act Act. Each of the Purchasers represents and warrants that this Agreement has been duly executed and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the delivered by such Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock Shares shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S STOCK PURCHASE AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERSDECEMBER 11, INC. (1998 AMONG THE "COMPANY") COMPANY AND THE PURCHASER NAMED ON THE FACE HEREOF PURCHASERS SIGNATORY THERETO (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on Shares have not been registered under the certificates representing the Stock and Act, (ii) a notation shall the Shares must be made held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the appropriate records of Shares unless the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated Shares are subsequently registered under the Act may not be available with respect to the Stock, and the Company has made no covenant to make or an exemption from such Rule available (except as provided in Section 9(b) hereof)registration is available, (2iii) when and if shares of the Stock Shares may be disposed of without registration in reliance on Rule 144144 under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule Rule, (iv) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (3v) if a notation shall be made in the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under appropriate records of the ActCompany indicating that the Shares are subject to restriction on transfer. (d) If any shares of the Stock Shares are to be disposed of in accordance with Rule 144 under the Act or otherwise, each of the Purchaser Purchasers shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares Each of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser Purchasers represents and warrants that the Purchaser he has been given the opportunity to obtain all reports, proxy statements and other information filed by the Company with the SEC and any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Stock Shares and to verify the information received as indicated in this Section 2(f), and the Purchaser he has relied solely on such information. (gf) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that that: (i) the Purchaser's his net worth and financial condition is are such that the Purchaser he can afford to bear the economic risk of holding the Stock unregistered Shares for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the StockShares, and (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Stock Shares as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being herein referred to as a "transfer") any shares of the Purchase Stock, and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, and, together with any other shares of Common Stock beneficially owned by the Purchaser as of the date hereof or hereafter acquired, the "Stock") unless such transfer complies with Section 3 of this Agreement. Furthermore, if the Purchaser is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Purchaser agrees and acknowledges that he will not transfer any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or and the rules and regulations in effect thereunder (the "Act") ), and in compliance with applicable state securities lawslaws or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and such transfer is in compliance with the applicable provisions of state securities laws and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) _______________ __199_, BETWEEN KINDERCARE LEARNING CENTERSXXXXXXX'X FOOD MARKETS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Stock has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act may or an exemption from such registration is available, (2) it is not anticipated that there will be available with respect to any market on an exchange or a quotation service for the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (23) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (34) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company.the (f) The Purchaser represents and warrants that (i) he has received and reviewed the Purchaser document(s) comprising the Prospectus (the "Prospectus") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Stock, including those set forth in the Prospectus referred to above, and (viv) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Stock as contemplated by this Agreement. (h) The Purchaser further acknowledges that, if he is a party to the Shareholders Agreement, his shares of Stock will be subject, until termination of the Shareholders Agreement, to the voting restrictions and requirements contained in Section 4.01 (entitled "CERTAIN DIRECTORS") of the Shareholders Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof Signing Date and at the time of each exercise of the OptionsClosing Date that: (a1) The Purchaser is acquiring duly organized and validly existing under the Common Stock issuable upon exercise laws of the Options (the "Stock") for investment for jurisdiction of the Purchaser's own account and not with a view to’s organization or incorporation and, or for resale if relevant under such laws, in connection with, the distribution or other disposition thereofgood standing. The Purchaser agrees has the power to execute and acknowledges that deliver this Agreement and to perform the Purchaser will notPurchaser’s obligations under this Agreement and has taken all necessary action to authorize such execution, directly or indirectlydelivery and performance; (2) Such execution, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 delivery and performance of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any consummation of the following transfers of Stock are deemed to be in compliance Transaction do not violate or conflict with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser any law applicable to the Purchaser's executors, administrators, testamentary trustees, legatees any provision of the Purchaser’s constitutional documents or beneficiaries (the "Purchaser's Estate") any order or a transfer judgment of any court or other agency of government applicable to the executorsPurchaser or any agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound; (3) No consent, administratorsapproval, testamentary trusteesauthorization or other order of, legatees or beneficiaries of a person who has become a holder of Stock in accordance with filing with, any governmental authority or other person, is required for the terms of this Agreementexecution, provided that it is expressly understood that any such transferee shall be bound delivery and performance by the provisions Purchaser of this Agreement and (z) a transfer in compliance with or the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound consummation by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating Transaction, except for such filings that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed made by the Purchaser with the Securities and Exchange Commission under the Exchange Act; and (4) This Agreement has been duly executed and delivered by the "SEC"Purchaser. The Purchaser’s obligations under this Agreement constitute the legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (eb) The Purchaser agrees thatis an “accredited investor” (as defined in Rule 501(a) promulgated under the Securities Act) and is knowledgeable and experienced in finance, if any shares of the capital stock of the Company are offered securities and investments and has had sufficient experience analyzing, investing in and purchasing securities similar to the public pursuant Shares so as to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as transactions contemplated by this Agreement. (c) Purchaser has delivered to the Sellers a true, correct and complete copy of an executed financing commitment letter, dated as of the date hereof (the “Financing Commitment Letter”). The Financing Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, each party thereto. The Financing Commitment Letter and the commitments thereunder are in full force and effect and have not been and will not be withdrawn, rescinded, terminated or otherwise amended or modified.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being herein referred to as a "transfer") any shares of the Purchase Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, the "Stock") unless such transfer complies with Section 3 of this Agreement. Furthermore, if the Purchaser is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Purchaser agrees and acknowledges that he will not transfer any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") ), and in compliance with applicable provisions of state securities lawslaws or (ii) counsel for the Purchaser (which shall be such counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Purchase Date to such a trust by a person, other than the Purchaser, who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by During the Act or applicable state securities lawsterm of this Agreement, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF FEBRUARY ___, 1997 BETWEEN EVENFLO & SPALDING HOLDINGS CORPORATION ((MSHA_Date)) BETWEEN KINDERCARE LEARNING CENTERS, INC. ("THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Stock has been registered on form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1i) Rule 144 promulgated the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act may or an exemption from such registration is available, (ii) it is not anticipated that there will be available with respect to any market on an exchange or a quotation service for the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2iii) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule Rule, and (3iv) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed the Purchaser documents comprising the Prospectus (the "Prospectus") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Purchase Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Purchase Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Stock, including those set forth in the Prospectus referred to above, and (viv) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Purchase Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Merger Sub Shares [and the Optional Shares] and, at the time of exercise, the Surviving Corporation Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's his or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of ("Transfer") any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition Transfer complies with Section 3 4 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition such Transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") or (ii) counsel for the Purchaser (which shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion, satisfactory in form and in compliance with applicable state securities lawssubstance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Notwithstanding the foregoing, the Company Merger Sub acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 4 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his or her executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the date of the purchase of the Stock in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his or her spouse or the Purchaser's spouse or lineal descendants (a "Purchaser's Trust") or a transfer made to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided, in each such case under clause (z), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S SUBSCRIPTION AGREEMENT DATED AS OF ((MSHA_Date)) SEPTEMBER __, 1996 BETWEEN KINDERCARE LEARNING CENTERSAT&T CAPITAL CORPORATION, INC. AS SUCCESSOR BY MERGER TO ANTIGUA ACQUISITION CORPORATION (THE "COMPANYCORPORATION") ), AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYCORPORATION).. EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereofACT"), OR (2B) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144IF (I) THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not availableSALE, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwiseASSIGNMENT, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale andPLEDGE, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Merger Sub Shares and, at the time of exercise, the Surviving Corporation Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's his or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of ("Transfer") any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition Transfer complies with Section 3 4 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition such Transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") or (ii) counsel for the Purchaser (which shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion, satisfactory in form and in compliance with applicable state securities lawssubstance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Notwithstanding the foregoing, the Company Merger Sub acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 4 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his or her executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the date of the purchase of the Stock in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his or her spouse or the Purchaser's spouse or lineal descendants (a "Purchaser's Trust") or a transfer made to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided, in each such case under clause (z), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S SUBSCRIPTION AGREEMENT DATED AS OF ((MSHA_Date)) SEPTEMBER 30, 1996 BETWEEN KINDERCARE LEARNING CENTERSAT&T CAPITAL CORPORATION, INC. AS SUCCESSOR BY MERGER TO ANTIGUA ACQUISITION CORPORATION (THE "COMPANYCORPORATION") ), AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYCORPORATION). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF (I) THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that the Purchaser he or she has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and has not been registered under the Act, (ii) a notation shall be made except as set forth herein and in the appropriate records Stock Purchase Agreement and the Sale Participation Agreement, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the Company indicating that investment in the Stock unless it is subject to restrictions on transfer and appropriate stop transfer restrictions subsequently registered under the Act or an exemption from such registration is available, (iii) it is not anticipated that there will be issued to the Company's transfer agent with respect to any public market for the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1iv) Rule 144 promulgated under the Act may is not be currently available with respect to the Stocksales of any securities of the Company, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b7(b) hereof), (2v) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and Rule, (3vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (viii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restriction on Transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Stock. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan)Act, the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter lesser period as the managing underwriter of any such offering may be agreed among the Company's officers, directors, principal stockholders and the underwriterspermit), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he or she has received and reviewed a Private Placement Memorandum (the Purchaser "Private Placement Memorandum") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock, (ii) he or she has been given the opportunity to obtain any additional information or documents documents, to consult with his or her legal, financial and other advisors and to ask questions and receive answers about such information and documents, Merger Sub, the Company and the business and prospects of the Company which and the Purchaser Surviving Corporation that he or she deems necessary to evaluate the merits and risks related to the Purchaser's his or her investment in the Stock and to verify the information received as indicated contained in this Section 2(f)the Private Placement Memorandum, and the Purchaser he or she has relied solely on the information contained in the Private Placement Memorandum and (iii) he or she acknowledges and agrees that neither Merger Sub nor the Company, nor any other person, makes any representation or warranty with respect to any such informationinformation other than as, and solely to the extent, expressly set forth in this Agreement. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his or her financial condition is such that the Purchaser he or she can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his or her current needs and personal contingencies, (ii) the Purchaser he or she can afford to suffer a complete loss of the Purchaser's his or her investment in the Stock, (iii) all information which the Purchaser he or she has provided to Merger Sub or the Company concerning the Purchaser himself or herself and the Purchaser's his or her financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he or she understands and has taken cognizance of all risk factors related to the purchase of the Stock Stock, including those set forth in the Private Placement Memorandum referred to above, and (v) the Purchaser's his or her knowledge and experience in financial and business matters are such that the Purchaser he or she is capable of evaluating the merits and risks of the his or her purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser acquired the Purchase Stock and is acquiring the Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) [MSHA Date] BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may not be available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser's investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's financial condition is such that the Purchaser can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's current needs and personal contingencies, (ii) the Purchaser can afford to suffer a complete loss of the Purchaser's investment in the Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options: (a) The Purchaser hereby represents and warrants that he is acquiring the Purchase Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws). Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (xw) a transfer made pursuant to Section 4, 5 or 6 hereof, (yx) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zy) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust") or a transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof, and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a limited partnership the sole general partner of which shall be the Purchaser and the only limited partners of which are and will be his spouse and his lineal descendants (a "Purchaser's L.P."), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) certificates representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) FEBRUARY 14, 1997, BETWEEN KINDERCARE LEARNING CENTERS, INC. (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also acknowledges that (1) Rule 144 promulgated under the Act may is not be currently available with respect to the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2ii) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and Rule, (3iii) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act, (iv) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (v) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restriction on transfer and, an appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC")Commission. (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters), unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that the Purchaser he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Stock and to verify the information received as indicated in this Section 2(f), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there it is not an active anticipated that there will be any public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Stock, (iii) all information which the Purchaser he has provided to the Company concerning the Purchaser himself and the Purchaser's his financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser he has received and read the Prospectus relating to the Stock and understands and has taken cognizance of all risk factors related to the purchase of the Stock and (v) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Stock as contemplated by this Agreement.

Purchaser’s Representations, Warranties and Agreements. (a) The Purchaser hereby represents, represents and warrants and agrees as follows on that he is acquiring the date hereof Purchase Stock and at the time of each exercise of the Options: (a) The Purchaser is acquiring the Common other acquisitions, all other Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act 2 2 being herein referred to as a "transfer") any shares of the Stock unless such transfer complies with Section 3 of this Agreement. Furthermore, if the Purchaser is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Purchaser agrees and acknowledges that he will not transfer any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (Bi) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition transfer is in compliance with pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") ), and in compliance with applicable provisions of state securities lawslaws or (ii) counsel for the Purchaser (which shall be such counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's his spouse or his lineal descendants (a "Purchaser's Trust")) or a transfer made after the third anniversary of the Execution Date to such a trust by a person, other than the Purchaser, who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) In addition to any legends required by During the Act or applicable state securities lawsterm of this Agreement, the certificate (or certificates) representing the Purchase Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF ((MSHA_Date)) MARCH 8, 2000 BETWEEN KINDERCARE LEARNING CENTERS, INC. SPALDING HOLDINGS CORPORATION (THE "COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Purchaser acknowledges that the Purchaser he has been advised that (i) the Purchase Stock has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Purchaser is an Affiliate, the Purchaser also 3 3 acknowledges that (1i) Rule 144 promulgated the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act may or an exemption from such registration is available, (ii) it is not anticipated that there will be available with respect to any market on an exchange or a quotation service for the Stock, and the Company has made no covenant to make such Rule available (except as provided in Section 9(b) hereof), (2iii) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144144 or the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule Rule, and (3iv) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Purchase Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Purchaser agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Purchaser will not effect any public sale or distribution of any shares of the Purchase Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement (or such shorter period as may be agreed among the Company's officers, directors, principal stockholders and the underwriters)statement, unless otherwise agreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed the Purchaser documents comprising the Prospectus relating to the Purchase Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Purchase Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which the Purchaser he deems necessary to evaluate the merits and risks related to the Purchaser's his investment in the Purchase Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f2(f)(ii), and the Purchaser he has relied solely on such information. (g) Purchaser understands that there is not an active public market for the Stock, the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock. The Purchaser further represents and warrants that (i) the Purchaser's his financial condition is such that the Purchaser he can afford to bear the economic risk of holding the Purchase Stock for an indefinite period of time and has adequate means for providing for the Purchaser's his current needs and personal contingencies, (ii) the Purchaser he can afford to suffer a complete loss of the Purchaser's his investment in the Purchase Stock, (iii) all information which the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is correct and complete as of the date of this Agreement, (iv) the Purchaser has received and read the Prospectus relating to the Stock and he understands and has taken cognizance of all risk factors related to the purchase of the Stock Purchase Stock, including those set forth in the Prospectus referred to above, and (viv) the Purchaser's his knowledge and experience in financial and business matters are such that the Purchaser he is capable of evaluating the merits and risks of the his purchase of the Purchase Stock as contemplated by this Agreement.. 4 4