0000950133-07-003072 Sample Contracts

STOCK OPTION AGREEMENT Pursuant To K12 INC. STOCK OPTION PLAN
Stock Option Agreement • July 27th, 2007 • K12 Inc

THIS STOCK OPTION AGREEMENT (“Agreement”), is entered into as of Grant Date by and between K12 INC., a Delaware corporation (the “Company”), and FULL NAME (the “Optionee”).

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Warrant Agreement • July 27th, 2007 • K12 Inc • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AGREEMENT Pursuant To K12 INC. STOCK OPTION PLAN
Stock Option Agreement • July 27th, 2007 • K12 Inc

THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of by and between K12 INC., a Delaware corporation (the “Company”), and «BOARD_MEMBER» (the “Optionee”).

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 27th, 2007 • K12 Inc • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of December , 2003 by and among K12 Inc., a Delaware corporation (the “Company”), the persons listed on the Schedule of Stockholders attached hereto as Exhibit A (the “Schedule of Stockholders”) as Common Stockholders (the “Common Stockholders”), the persons identified on the Schedule of Stockholders as Series B Preferred Stockholders (the “Series B Stockholders”), and the persons identified on the Schedule of Stockholders as Series C Preferred Stockholders (the “Series C Stockholders,” and together with the Series B Stockholders, the “Preferred Stockholders,” and the Preferred Stockholders together with the Common Stockholders, the “Stockholders”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 27th, 2007 • K12 Inc • California

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 26, 2000 by and among PREMIERSCHOOL.COM, INC., a Delaware corporation (the “Company”), KNOWLEDGE UNIVERSE LEARNING, INC., a Delaware corporation (“KULI”), and RONALD J. PACKARD (“Packard”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 27th, 2007 • K12 Inc • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of February 20, 2000 by and among PREMIER SCHOOL.COM, INC., a Delaware corporation (the “Company”), KNOWLEDGE UNIVERSE LEARNING, INC., a Delaware corporation (“KULI”), and WILLIAM J. BENNETT (“Bennett”).

STOCK OPTION AGREEMENT
Stock Option Agreement • July 27th, 2007 • K12 Inc

THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of June 16, 2005 by and between K12 INC., a Delaware corporation (the “Company”), and JOHN BAULE (the “Optionee”).

REVOLVING CREDIT AGREEMENT AMONG K12 INC., SCHOOL LEASING CORPORATION, AND AMERICAN SCHOOL SUPPLY CORPORATION AND PNC BANK, NATIONAL ASSOCIATION AS LENDER AND L/C ISSUER December 21, 2006
Revolving Credit Agreement • July 27th, 2007 • K12 Inc • Virginia

This Revolving Credit Agreement dated December 21, 2006, is among K12 Inc., a Delaware corporation (“Parent”), School Leasing Corporation, a Delaware corporation, and American School Supply Corporation, a Delaware corporation (together with Parent, collectively, and individually, each “Borrower”) and PNC Bank, National Association, a national banking association as Lender and L/C Issuer.

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