AGREEMENT AND PLAN OF MERGER by and among K12 INC., KAYLEIGH SUB TWO LLC, KAYLEIGH SUB ONE CORP., KC DISTANCE LEARNING, INC., and KCDL HOLDINGS LLC Dated as of July 23, 2010Agreement and Plan of Merger • July 26th, 2010 • K12 Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 23, 2010, is made among K12 Inc., a Delaware corporation (“Parent”), Kayleigh Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub”), Kayleigh Sub One Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub” and together with Parent and LLC Merger Sub, the “Purchaser Parties”), KCDL Holdings LLC, a Delaware limited liability company (“Seller”) and KC Distance Learning, Inc., a Delaware corporation (the “Company”). Each of the Purchaser Parties, the Company and Seller are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article VIII.
STOCKHOLDERS AGREEMENT BY AND AMONG K12 INC., KCDL HOLDINGS LLC, LEARNING GROUP LLC, LEARNING GROUP PARTNERS, KNOWLEDGE INDUSTRIES LLC, AND CORNERSTONE FINANCIAL GROUP LLC DATED AS OF JULY 23, 2010Stockholders Agreement • July 26th, 2010 • K12 Inc • Services-educational services • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of July 23, 2010 by and among K12 Inc., a Delaware corporation (the “Company”), KCDL Holdings LLC, a Delaware limited liability company (“Holdings”), Learning Group LLC, a Delaware limited liability company (“LG”), Learning Group Partners, a California general partnership (“LGP”), Knowledge Industries LLC, a California limited liability company (“KI”), and Cornerstone Financial Group LLC, a California limited liability company (“Cornerstone” and collectively, with LG, LGP and KI, the “Stockholders”). The Company, Holdings, LG and the Stockholders are referred to herein each individually as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • July 26th, 2010 • K12 Inc • Services-educational services • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 23, 2010 by and among K12 Inc., a Delaware corporation (“Parent”), Kayleigh Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub”), Kayleigh Sub One Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub”), Learning Group LLC, a Delaware limited liability company and a stockholder of Parent (“LG”), Learning Group Partners, a California general partnership and a stockholder of Parent (“LGP”), Knowledge Industries LLC, a California limited liability company and a stockholder of Parent (“KI”), Cornerstone Financial Group LLC, a California limited liability company and a stockholder of Parent (“Cornerstone” and together with LG, LGP and KI, each a “Stockholder” and collectively the “Stockholders”). Each of Parent, LLC Merger Sub, Corporate Merger Sub and each of the Stockholders are sometimes referred to herein individually as a “Pa
