NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 4th, 2011 • Learning Group LLC • Services-educational services • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of July 23, 2010, by and among Knowledge Universe Education L.P., a Cayman Islands exempted limited partnership (“Restricted Party”), KCDL Holdings LLC, a Delaware limited liability company (“Seller”), KC Distance Learning, Inc., a Delaware corporation and wholly owned Subsidiary of Seller (the “Company”), and K12 Inc., a Delaware corporation (“Parent”). Each of the Restricted Party, Seller, the Company and Parent are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LIMITED GUARANTEE OF LEARNING GROUP LLCLimited Guarantee • February 4th, 2011 • Learning Group LLC • Services-educational services • Delaware
This Limited Guarantee, dated as of July 23, 2010 (this “Limited Guarantee”), by Learning Group LLC, a Delaware limited liability company (the “Guarantor”), in favor of K12 Inc., a Delaware corporation (“Parent”), and KC Distance Learning, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) of even date herewith by and among Parent, Kayleigh Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Kayleigh Sub One Corp., a Delaware corporation and a wholly owned subsidiary of Parent, KCDL Holdings LLC, a Delaware limited liability company and an affiliate of Guarantor (“Seller”), and the Company. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. Each of Guarantor, Parent and the Company may be referred to herein as a “Party” and collectively are referred to herein as the “Parties.”
ContractJoint Filing Agreement • February 4th, 2011 • Learning Group LLC • Services-educational services
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
