Common use of Xxxxxxxxx Clause in Contracts

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred The SUPPLIER shall be obliged to thc undersigned Trustee or is otherwise the beneficial owner take out insurance against all risks of the above-stated number of Shares (product liability as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation")an automotive parts supplier, to be held by the Trustee pursuant maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the terms conclusion of the Voting Trust Agreement dated as contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered current insurance confirmation. The same shall apply with regard to the above-named Holder conclusion and filed in the registered office evidence of the Corporation in the State of Delawarea business liability insurance to an adequate and appropriate extent. The Holderevidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, or its registered assigns, will termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be entitled terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (i12) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except months’ prior notice to the extent that property received is required to be deposited end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in the trust created by the Voting Trust Agreement, and (iii) to receive such a certificate or certificates representing that number of Shares on the case. The termination of the Voting Trust AgreementQAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with its the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions This Voting Trust Certificate is transferable The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the books maintained by homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorneysupplier portal "FTAPI". There, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof it is also possible to download other important documents, such as the absolute owner hereof for all purposesapplication concession supplier products, if required. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________Kronach - Neuses, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received………………… Musterhausen, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________.………………….

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND CONDITIONS ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE VOTING TRUST AGREEMENT DATED PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS OF NOVEMBER 16TO ALL VICES AND DEFECTS IN THE PROPERTY, 1999INCLUDING ALL IMPROVEMENTS LOCATED THEREON, A COPY WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS BEEN FILED INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE REGISTERED PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE IN THE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF DELAWARE LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF EDISON SCHOOLS INC1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A DELAWARE CORPORATION CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of (THE "CORPORATION"$ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No from and after the date of Shares: ____ shares this act of Class A Common StockCash Sale, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (a) the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner name of the above-stated number of Shares person responsible for all property taxes and assessments is Purchaser, and (as defined in the Voting Trust Agreement referred to belowb) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to all future property tax and assessment notices should be held by the Trustee pursuant mailed to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the Purchaser’s address shown above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to parties hereto do hereby waive and dispense with the production of any and all cash dividends collected certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the Trustee on the above-stated number parties thereto in several counterparts, each of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required which when so executed shall be deemed to be deposited in an original, but all such counterparts shall together constitute but one and the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________same instrument.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION A. For all "layoffs" (THE "CORPORATION"severance of employment without the intent to replace the Employee dismissed), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockall discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand all discharges for "cause," as hereinafter referred to in Paragraph C hereof, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred Company agrees to thc undersigned Trustee or is otherwise notify the beneficial owner Union before officially notifying the Employee concerned of the above-stated number of Shares proposed termination (as defined except in the Voting Trust case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and discharges for "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Company and the Union provided that the meeting hereinbefore referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement in this Article has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________held.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Xx the Effective Time, 1999the Surviving Corporation and Mr. XxXxxxxxx xxxl enter into a Deferred Compensation Agreement to replace severance compensation and benefits otherwise payable to Mr. XxXxxxxxx xxxer his existing Executive Severance Agreement which had been entered into by Mr. XxXxxxxxx xx May 14, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.1998. Pursuant to such agreement, A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENTthe Surviving Corporation will credit $1,200,000 to a nonforfeitable deferred compensation account for Mr. XxXxxxxxx. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par Xxe Surviving Corporation will credit interest on the value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number account in arrears on the last business day of Shares (each quarter at a rate of interest equal to the composite "prime rate" as defined quoted in the Voting Trust Agreement referred Eastern Edition of the Wall Street Journal for that day. The account will be paid to below) Mr. XxXxxxxxx xx five annual installments commencing on the fifth anniversary of Edison Schools Inc.the Effective Time; provided that commencement of payments will be accelerated in the event of Mr. XxXxxxxxx'x xxxability, death or termination without cause. In addition, upon a Delaware corporation (change in control of the "Surviving Corporation"), the account will be paid to Mr. XxXxxxxxx xx a lump sum. In the event that any amount to be held by paid under the Trustee pursuant Deferred Compensation Agreement would be an "excess parachute payment" within the meaning of the Code, then the Surviving Corporation may propose that the payments to be made under the agreement be reduced to the terms minimum extent necessary so that no portion of the Voting Trust Agreement dated as of November 16such payment, 1999 (the "Voting Trust Agreement")if so reduced, a copy of which agreement has been delivered constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxees to any such reduction, interest credited to the above-named Holder and filed account will be reduced to the minimum extent necessary so that no portion of such interest to be paid, as so reduced, constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxs not agree to such reduction, then the Surviving Corporation may accelerate payments to Mr. XxXxxxxxx xx the extent required so that no payment to Mr. XxXxxxxxx xxxer the agreement will constitute an excess parachute payment. Mr. XxXxxxxxx xx entitled to receive in the registered office of the Corporation same manner as provided in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the aboveMr. XxXxxxxxx'x Xxxcutive Severance Agreement an additional "gross-stated number of Shares, (ii) to receive all other dividends or distributions except up payment" to the extent that property received is required necessary to be deposited in offset any federal, state and local income tax, employment tax and excise tax upon the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________excess parachute payment.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16“Subrogation Claims” shall mean the subrogation claims, 1999if any, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.held by insurers under the D&O Policies. “Unknown Claims” shall mean any Released Claim, A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined herein, that any Releasor, as defined herein, does not know or suspect to exist in the Voting Trust Agreement referred to below) of Edison Schools Inc.his, a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, her or its registered assignsfavor at the time of giving the release in this Agreement that if known by him, will be entitled (i) to receive payments equal her or it, might have affected his, her or its settlement and release in this Agreement. With respect to any and all cash dividends collected Released Claims, each Releasor shall expressly waive or be deemed to have waived, and by operation of the Trustee on Approval Order shall have waived the above-stated number provisions, rights and benefits of Shares, California Civil Code § 1542 (ii) to receive all other dividends or distributions except to the extent it applies herein), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORS. Each Releasor expressly waives, and shall be deemed to have waived, and by operation of the Approval Order shall have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that property received is required similar, comparable or equivalent in effect to California Civil Code § 1542. The Releasors may hereafter discover facts in addition to or different from those that any of them now knows or believes to be deposited true with respect to the subject matter of the Released Claims, but each Releasor shall expressly have and shall be deemed to have, and by operation of the Approval Order shall have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the trust created by future, including conduct that is negligent, 9 reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the Voting Trust Agreementsubsequent discovery or existence of such different or additional facts. Each Releasor acknowledges and shall be deemed to have acknowledged, and (iii) to receive a certificate or certificates representing that number of Shares on the termination by operation of the Voting Trust AgreementApproval Order shall have acknowledged, in accordance with its provisions This Voting Trust Certificate is transferable on that the books maintained by the Trustee at the principal office foregoing waiver was separately bargained for and a key element of the Trustee by the registered holder hereof in person or by duly authorized attorneysettlement of which this release is a part. “Xxxxxxxx” shall mean Xxxxxx X. Xxxxxxxx, Xx. “WMI Entities” shall mean WMI, WMILT, WMIIC, together with their present and upon surrender hereof; former subsidiaries, affiliates, successors and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented therebyincluding, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________without limitation, WMI Holdings Corp. Section 1.3.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16XXX, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.: INDEMNITEE: -------------------------------------- ---------------------------- Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx III Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, A DELAWARE CORPORATION (Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Westlake Village, CA 91362 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE "CORPORATION")BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockthat the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand shall, par value $.01 per share This certifies that _________________________ (apply in circumstances where the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares agent" (as defined in the Voting Trust Agreement referred to belowagreement) of Edison Schools Inc., a Delaware corporation (the "Corporation"), is or is threatened to be held a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the Trustee indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the terms procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Voting Trust Agreement dated as Indemnitee) that the indemnitee has not met such standard of November 16conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, 1999 (the "Voting Trust Agreement"), shall be a copy of which agreement has been delivered defense to the above-named Holder and filed in indemnitee's claim or create a presumption that the registered office indemnitee has not met any particular standard of the Corporation in the State of Delaware. The Holder, conduct or its registered assigns, will be entitled (i) to receive payments equal to did not have any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________particular belief.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16The Lease Agreement was prepared and signed to by The Board and they saw it fit to include an Arbitration Clause. Evidently, 1999parties would be encouraged to seek the route of arbitration therefore costs, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.expenses and delays (perceived or actual) must have been contemplated. Additionally, A DELAWARE CORPORATION (THE "CORPORATION")the fact that this matter includes these points of law does not preclude arbitration or make it undesirable. Allowing the matter to proceed to arbitration would, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No far from preventing the just disposal of Shares: ____ shares of Class A Common Stockproceedings, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner be promoting adherence of the aboveparties to what they have contracted for. (See Xxxxxxxx Xxxx-stated number of Shares (as defined Xxxx case, paragraph 27). Xx. Xxxxxxx Xxxxxxxx aptly and succinctly summarises the pragmatic approach in the Voting Trust Agreement referred to below) Tri-Star case: “Section 20 of Edison Schools Inc.the Arbitration Act provides that the Arbitrator may state in the form of a special case for the opinion of the court, a Delaware corporation (any question of law arising in the "Corporation")course of the reference.” [36] Similarly, if the issues of validity of the lease and the fiduciary duty of the Board arise for determination by the Arbitrator, then it is possible for the points to be stated by way of special case. [37] Justice Xxxxxxxx continues: “There is in any event nothing to preclude the parties appointing an arbitrator with legal training to resolve all questions…it is for all these reasons that I think that the tension (if any) between the principle that parties should be held to their bargain to go to arbitration, and the principle that points of law are best determined by the Trustee pursuant court, should resolve itself, and xxx, in favour of a stay of proceedings in order for the matter to be arbitrated as agreed.” Disposition [38] In concluding, I am of the view that the Defendant/Applicant, ARD 2K Electronics Company Ltd., is entitled to the terms stay which it has sought. The Claimant/Respondent, Board of Trustees of the Voting Trust Agreement dated as Kingston Port Workers Superannuation Fund, has not satisfied me that there is any good or sufficient reason to refuse a stay. Any anticipated points of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will law can be entitled (i) to receive payments equal to any and all cash dividends collected adequately dealt with by the Trustee on Arbitrator utilizing prescribed procedures under the above-stated number of Shares, (ii) Arbitration Act. There is nothing for this court to receive all other dividends try or distributions except determine having referred the matter to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________arbitration.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16xxx and each of its subsidiaries have withheld with respect to its employees all federal and state income Taxes, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION Taxes pursuant to the Federal Insurance Contribution Act (THE "CORPORATIONFICA"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ Taxes pursuant to the Federal Unemployment Tax Act (the "HolderFUTA") and other Taxes required to be withheld. (iii) There is no material Tax deficiency outstanding, proposed or assessed against xxxxxxxxx.xxx or any of its subsidiaries, nor has transferred xxxxxxxxx.xxx or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax that is still in effect. (iv) No audit or other examination of any Return of xxxxxxxxx.xxx or any of its subsidiaries by any Tax authority is presently in progress, nor has xxxxxxxxx.xxx or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment of Tax relating to thc undersigned Trustee any Returns filed by xxxxxxxxx.xxx or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to xxxxxxxxx.xxx or any of its subsidiaries or any representative thereof. (vi) Neither xxxxxxxxx.xxx nor any of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the xxxxxxxxx.xxx Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is otherwise material to xxxxxxxxx.xxx, other than any liability for unpaid Taxes that may have accrued since the beneficial owner date of the above-stated number xxxxxxxxx.xxx Balance Sheet in connection with the operation of Shares the business of xxxxxxxxx.xxx and its subsidiaries in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which xxxxxxxxx.xxx is a party, including but not limited to the provisions of this Agreement and the agreements entered into in connection with this Agreement, covering any employee or former employee of xxxxxxxxx.xxx or any of its subsidiaries that, individually or collectively, would be reasonably likely to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. (viii) Neither xxxxxxxxx.xxx nor any of its subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in the Voting Trust Agreement referred to belowSection 341(f)(4) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held Code) owned by the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delawarexxxxxxxxx.xxx. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________9

Xxxxxxxxx. XXX XXXXXXXX If to the Trustee: The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 1600000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, 1999any Guarantor or the Trustee, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.by notice to the others, A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENTmay designate additional or different addresses for subsequent notices or communications. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (All notices and communications to the "Holder") has transferred to thc undersigned Trustee or is otherwise any Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the beneficial owner of the above-stated number of Shares (as defined time delivered by hand, if personally delivered; five Business Days after being deposited in the Voting Trust Agreement referred to below) of Edison Schools Inc.mail, a Delaware corporation (postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the "Corporation"), to be held by the Trustee pursuant next Business Day after timely delivery to the terms courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been Global Note will be delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, Depositary in accordance with its provisions This Voting Trust Certificate is transferable customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the books maintained register kept by the Registrar. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee at and the principal office Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods, including any non-secure method, such as, but without limitation, by facsimile or electronic mail, to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee by the registered holder hereof in person acting on unauthorized instructions, notices, reports or by duly authorized attorneyother communications or information, and upon surrender hereof; the risk of interception and until so transferred misuse by third parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by Agent at the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________same time.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, 1999and Executive may resign for Good Reason during the Contract Period, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined but only in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to full accordance with the terms of the Voting Trust Agreement dated second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of November 16his employment a lump sum equal to two (2) times the highest annual compensation, 1999 including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the "Voting Trust Agreement"“Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, a copy of which agreement Executive has been delivered to signed the above-named Holder and filed in Company’s require release document, but the registered office of time that Executive may revoke the Corporation in the State of Delaware. The Holderrelease document has not expired, or its registered assigns, payment will be entitled made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to receive payments equal act by Employer which Executive believes to any constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and all cash dividends collected by identifies the Trustee on the above-stated number particular clause of Shares, Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to receive all other dividends rescind such act or distributions except remedy such failure to act so as to eliminate “Good Reason” for the extent that property received is required to be deposited in the trust created termination by the Voting Trust AgreementExecutive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to receive act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a certificate or certificates representing timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that number of Shares on the any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Voting Trust Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, in accordance with its provisions This Voting Trust Certificate as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is transferable more than twenty percent (20%) of the services rendered, on average, during the books maintained by thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the Trustee full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the principal office time of the Trustee by the registered holder hereof in person termination without Cause or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof resignation for all purposes. The Holder and each subsequent registered holder hereof by the acceptance Good Reason under this Section 9 of this Voting Trust Certificate agrees to be bound by all Agreement, been providing services for a period of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________less than thirty six (36) months).

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION A. For all “layoffs” (THE "CORPORATION"severance of employment without the intent to replace the Employee dismissed), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockall discharges for “incompetence,” as hereinafter referred to in Paragraph E hereof, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand all discharges for “cause,” as hereinafter referred to in Paragraph C hereof, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred Company agrees to thc undersigned Trustee or is otherwise notify the beneficial owner Union before officially notifying the Employee concerned of the above-stated number of Shares proposed termination (as defined except in the Voting Trust Agreement referred to below) case of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held News Desk Associates employed by the Trustee pursuant Company in Chicago with less than ninety (90) days service who are on probation and who may be terminated for cause). Where such notification to the terms Union has been oral, it will be confirmed in writing. At the Union’s request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate super- visor of the Voting Trust Agreement dated Employee concerned, his/her acting department head, and/or such Company executives as the Company has designated, for the purpose of November 16, 1999 discussing the situation; pro- vided that such meetings are held not later than fourteen (14) calendar days from the "Voting Trust Agreement"), a copy of which agreement date the Union has been delivered to the above-named Holder and filed in the registered office notified of the Corporation in proposed termination, unless the State of DelawareCompany has been unable to meet with the Union as requested within such fourteen (14) calendar days. The HolderEmployee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier sever- ance, but may be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, or its registered assigns, will be entitled unless the Company has occasioned the delay in meeting beyond such fourteen (i14) calendar days. It is understood that with respect to receive payments equal to any “layoffs” and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof discharges for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________“

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16XXX, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.: INDEMNITEE: ------------------------------ ------------------- Xxxxxx X. Xxxxx W. Xxxxxxx Xxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, A DELAWARE CORPORATION (Inc. -------------------------- 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ---------------------- Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE "CORPORATION")BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockthat the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand shall, par value $.01 per share This certifies that _________________________ (apply in circumstances where the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares agent" (as defined in the Voting Trust Agreement referred to belowagreement) of Edison Schools Inc., a Delaware corporation (the "Corporation"), is or is threatened to be held a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the Trustee indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the terms procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Voting Trust Agreement dated as Indemnitee) that the indemnitee has not met such standard of November 16conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, 1999 (the "Voting Trust Agreement"), shall be a copy of which agreement has been delivered defense to the above-named Holder and filed in indemnitee's claim or create a presumption that the registered office indemnitee has not met any particular standard of the Corporation in the State of Delaware. The Holder, conduct or its registered assigns, will be entitled (i) to receive payments equal to did not have any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________particular belief.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 163.01 All the obligations contained in the Xxxxxxxxx (except for Article 6, 1999line 1 of Article 15, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.Article 36 and Exhibits B and E) conferred and imposed upon Sublessor (as tenant therein) except as modified and amended by this Sublease, A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENTare hereby conferred and imposed upon Sublessee with respect to its relationship with Sublessor hereunder. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (Sublessee covenants and agrees to fully and faithfully perform the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner terms and conditions of the above-stated number of Shares (as defined in Xxxxxxxxx and the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), Sublease on its part to be held by performed. Sublessee shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Trustee pursuant to the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The HolderXxxxxxxxx, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on rights of Sublessor as tenant under the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required Xxxxxxxxx to be deposited endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor's executing this Sublease, that if there is any conflict between the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of Sublease and the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto Xxxxxxxxx which would permit any act or thing to be done which is prohibited by the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on Xxxxxxxxx then the books provisions of the within-named Trustee with full power Xxxxxxxxx shall prevail. If the Xxxxxxxxx terminates or is terminated for any reason whatsoever (except for gross negligence or willful misconduct of substitution Sublessor as tenant under the Xxxxxxxxx), then this Sublease shall terminate simultaneously therewith without any liability between Sublessor and Sublessee, except such liability accruing pursuant to this Sublease. Notwithstanding the foregoing, in the premises. Date: ___________________________event termination of the Xxxxxxxxx is solely a result of the acts or omissions of Sublessee, then Sublessee shall pay to Sublessor upon such termination, all rental payments due hereunder for the balance of the term remaining subsequent to such termination.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (with respect to, 1999but subject to the terms of, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION Pricing Agreements to which the undersigned is or is deemed to be a signatory): HSBC SECURITIES (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS USA) INC. VOTING TRUST CERTIFICATE Certificate No. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement ANNEX I FORM OF PRICING AGREEMENT _____________, 2022 As Representative[s] of the several Underwriters named in Schedule I hereto c/o ____________________ No Ladies and Gentlemen: WALMART INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 2022, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of Sharesthe provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus or the Prospectus to the fullest extent applicable and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Prospectus (including a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, WALMART INC. By: Name: Title: Accepted as of the date hereof: [NAME OF REPRESENTATIVE] By: Name: Title: [[NAME OF REPRESENTATIVE] By: Name: Title: ] For themselves and as Representative[s] of the several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased $ TOTAL $ SCHEDULE II TITLE OF DESIGNATED SECURITIES: ________________ shares of Class A Common Stock, par value $.01 per share No of Sharesdue _________________ (the “Designated Securities”). AGGREGATE PRINCIPAL AMOUNT: ____________ shares of Class B Common Stockthe Designated Securities. PRICE TO PUBLIC: __% of the principal amount of the Designated Securities, par value $.01 per share This certifies that plus accrued interest, if any, from _________________. PURCHASE PRICE TO UNDERWRITERS: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________________; and the selling concession shall be __% and the reallowance concession shall be __ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner _%, in each case of the above-stated number of Shares (as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms principal amount of the Voting Trust Agreement Designated Securities. INDENTURE: Indenture, dated as of November 16July 19, 1999 (the "Voting Trust Agreement")2005, a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected as supplemented by the Trustee on First Supplemental Indenture, dated as of December 1, 2006, the above-stated number Second Supplemental Indenture, dated as of SharesDecember 19, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement2014, and (iii) to receive a certificate or certificates representing that number the Third Supplemental Indenture, dated as of Shares on June 26, 2018, each between the termination Company and The Bank of the Voting New York Mellon Trust AgreementCompany, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorneyN.A., and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposesTrustee. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________MATURITY:

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Landlord shall indemnify and agrees to fully defend, 1999save and hold harmless on an after-tax basis Tenant and any of its officers, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.directors, A DELAWARE CORPORATION (THE "CORPORATION")employees, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockstockholders, par value $.01 per share No of Shares: ____ shares of Class B Common Stockadvisors, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares representatives, agents and Affiliates (as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., SPA)(each a Delaware corporation (the "CorporationUAG Indemnified Party"), if a UAG Indemnified Party shall at any time or from time to time suffer any Costs (as hereinafter defined) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of any untruth or inaccuracy in any representation or warranty of Landlord provided herein and upon notice from a UAG Indemnified Party, Landlord agrees to defend, contest or otherwise protect such UAG Indemnified Party against third party claims at its sole cost and expense and otherwise pay all Costs. Each UAG Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its choice. If Landlord fails timely to defend, contest or otherwise protect against any third party claim, the UAG Indemnified Party shall have the right to do so including, without limitation, the right to make any compromise or settlement thereof and each UAG Indemnified Party shall be held entitled to recover the entire Costs thereof from Landlord including, without limitation, attorney's fees, disbursements and amounts paid (or of which the UAG Indemnified Party has become obligated to pay) as the result of any third party claim. Failure by Landlord to notify the UAG Indemnified Party of its election to defend any third party claim within fifteen (15) days after notice thereof shall have been given to Landlord, shall be deemed a waiver by Landlord of its right to defend the third party claim. If Landlord assumes the defense of the particular third party claim, Landlord shall not consent to entry of any judgment or enter into any settlement, except with the written consent of the affected UAG Indemnified Party. In addition, Landlord shall not enter into any settlement of any third party claim which does not include as an unconditional term thereof the giving by the Trustee pursuant claimant to the terms UAG Indemnified Party a full release from all liability in respect of such third party claim. Notwithstanding the Voting Trust Agreement dated as of November 16foregoing, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will Landlord shall not be entitled (i) to receive payments equal control, and the UAG Indemnified Party shall be entitled to have sole control over, the defense or settlement of any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except third party claim to the extent that property received is required to be deposited in the trust created by third party claim seeks an order, injunction or other equitable relief against the Voting Trust AgreementUAG Indemnified Party which, and if successful, could materially interfere with the business, operations, assets, condition (iiifinancial or otherwise) to receive a certificate or certificates representing that number of Shares on the termination prospects of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposesUAG Indemnified Party. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________In

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer EXHIBIT M-2 TO THE CREDIT AGREEMENT AS SEPARATELY EXECUTED PARENT GUARANTOR SOLVENCY CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16IRON AGE HOLDINGS CORPORATION I, 1999Xxxxx X. XxXxxxxxx, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No Chief Financial Officer of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc.Iron Age Holdings Corporation, a Delaware corporation (the "CorporationParent Guarantor")) hereby certify that ---------------- I am the Chief Financial Officer of the Parent Guarantor and that I am duly authorized to execute this Solvency Certificate on behalf of the Parent Guarantor, to be held by the Trustee which is hereby delivered pursuant to the terms Section 3.01(k)(xv) of the Voting Trust Credit Agreement dated as of November 16April 24, 1999 1998 (as amended, supplemented or otherwise modified from time to time, the "Voting Trust Credit Agreement")) among Iron Age ---------------- Corporation, a copy of which agreement has been delivered Delaware corporation, the Parent Guarantor, the Lender Parties from time to time party thereto and Banque Nationale de Paris, as Swing Line Bank and as Agent for the above-named Holder and filed Lender Parties. Unless otherwise defined herein, capitalized terms defined in the registered office Credit Agreement are used herein as therein defined. I further certify that I am familiar with the properties, businesses, assets, finances and operations of the Corporation Parent Guarantor and its Subsidiaries and have carefully reviewed the Transaction Documents and the contents of this Solvency Certificate and, in connection herewith, I have reviewed such other documentation and information and I have made such investigation and inquiries as I deem necessary and prudent therefor. I further certify, on behalf of the State Parent Guarantor, that the financial information and assumptions that underlie and form the basis for the representations and certifications made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of Delawarethe date hereof. The HolderParent Guarantor understands that the Agent, or its registered assigns, will be entitled (i) to receive payments equal to any the Lender Parties and all cash dividends collected the Hedge Banks are relying upon the truth and accuracy of this Solvency Certificate in connection with the transactions contemplated by the Trustee Loan Documents. I do hereby further certify, on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination behalf of the Voting Trust AgreementParent Guarantor, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________that:

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, 1999and Executive may resign for Good Reason during the Contract Period, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined but only in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to full accordance with the terms of the Voting Trust Agreement dated second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive (except as stated in the next sentence) on that date which is ninety (90) days after the termination of November 16his employment a lump sum equal to two (2) times the highest annual compensation, 1999 including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the "Voting Trust Agreement"“Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, a copy of which agreement Executive has been delivered to signed the above-named Holder and filed in Company’s require release document, but the registered office of time that Executive may revoke the Corporation in the State of Delaware. The Holderrelease document has not expired, or its registered assigns, payment will be entitled made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to receive payments equal act by Employer which Executive believes to any constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and all cash dividends collected by identifies the Trustee on the above-stated number particular clause of Shares, Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to receive all other dividends rescind such act or distributions except remedy such failure to act so as to eliminate “Good Reason” for the extent that property received is required to be deposited in the trust created termination by the Voting Trust AgreementExecutive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to receive act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a certificate or certificates representing timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that number of Shares on the any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Voting Trust Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, in accordance with its provisions This Voting Trust Certificate as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is transferable more than twenty percent (20%) of the services rendered, on average, during the books maintained by thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the Trustee full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the principal office time of the Trustee by the registered holder hereof in person termination without Cause or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof resignation for all purposes. The Holder and each subsequent registered holder hereof by the acceptance Good Reason under this Section 9 of this Voting Trust Certificate agrees to be bound by all Agreement, been providing services for a period of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________less than thirty six (36) months).

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Xxe Company will nominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors at the next annual meeting of shareholders of the Company. There will be no obligation of the Company to nominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors after the next annual meeting of shareholders. There will be no rights granted to any party to designate the successor to Mr. Xxxxxxxxx xxxuld he cease being a director of the Company for any reason (whether through voluntary resignation, 1999removal for cause, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION death or disability). Change of Board Control Conditions ....................... The Agreement will identify the following Change of Board Control Conditions that must be satisfied prior to the Change of Board Control (THE the date on which the last condition is satisfied or waived is referred to herein as the "CORPORATIONChange of Board Control Date"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ ): (i) a settlement agreement must have been entered into among the named parties to the class action lawsuit (the "HolderClass Action Lawsuit") has transferred pending against the Company on terms reasonably acceptable to thc undersigned Trustee Casex (Xxsex xxxdition); (ii) the Company must have in place directors and officers insurance coverage on terms acceptable to Casex (Xxsex condition); (iii) the Autonomy Agreement (described below) must have been rescinded (Casex xxxdition); (iv) the Supermajority Bylaw Provision (described below) must have been rescinded (Casex xxxdition); (v) the consent or is otherwise the beneficial owner agreement of the above-stated Cohex Group (defined below) approving of the increase in the authorized number of Shares shares of the Company's Common Stock must have been obtained (as defined Casex xxx Company Condition); (vi) the Casex Xxxrd Designee and any new executive officers identified by the New Board to have positions with the Company or NTC immediately following the Change of Board Control (who must be identified in the Voting Trust Agreement Information Statement referred to in item (viii) below) must have been disclosed to, and approved by, the Current Board, such approval not to be unreasonably withheld (Company condition); (vii) WorldCom must have informed NTC in writing of Edison Schools Inc., a Delaware corporation WorldCom's withdrawal of its notice of intent to disconnect services and be on such terms with NTC that are satisfactory to Mr. Xxxxx (Xxsex xxxdition); (viii) the ten-day waiting period following mailing of an Information Statement (the "CorporationInformation Statement") pursuant to Rule 14f-1 under the Securities Exchange Act of 1934 must have lapsed (Casex xxx Company condition), . The Agreement will provide for a date that the conditions are anticipated to be held by satisfied, after which the Trustee pursuant Company or Mr. Xxxxx xxx elect to terminate the terms of the Voting Trust Agreement dated as of November 16, 1999 (the "Voting Trust Agreement"), a copy of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16The Superintendent's employment during the termof this Agreement may only be terminated forjust cause, 1999inaccordance with the procedures set forth below. Hearing Procedures: Charges against the Superintendent may only be brought by the Board and al such charges shal be inwriting. The Superintendent shal be entitled to xxxxx hearingon said charges, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.upon at least thirty (30) days notice, A DELAWARE CORPORATION (THE "CORPORATION")before an independent hearing of icer who shal be an at orney at law. The hearing shal be inexecutive or public ses ion, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (at the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner option of the above-stated number Superintendent. The hearing of Shares (as defined icer may be selected by mutual agreement between the Superintendent and the Board or, in the Voting Trust Agreement referred to belowevent no such agreement is reached within fifteen (15) days after the Superintendent's receipt of Edison Schools Inc.the writ en charges, a Delaware corporation (request shal be made to the "Corporation")American Arbitration As ociation, by either partyfor alist of Arbitrators. The Superintendent shal be entitled to due proces protection at such hearing, including but not limited to the right to elect a public or private hearing; to be represented by counsel, to be held by the Trustee pursuant present, cros -examine and subpoena witnes es, to the terms subpoena documents, papers, let ers or other tangible evidence, to have al testimony given under oath, to receive without cost an accurate writ en transcript of the Voting Trust Agreement dated as proce dings; andto receive writ en findings of November 16, 1999 (the "Voting Trust Agreement"), a copy fact andconclusions of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of Delawarelaw. The Holderhearing o f f ic e r ' s decision shal be final and binding upon the parties, or its registered assigns, will be entitled (i) subject to receive payments equal their respective rights to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, appeal in accordance with law. The District, at its expense, shal provide a certified shorthandorcourt reporter who wil transcribe al proceedings. Any criticisms or complaints which have not been previously forwarded to the Superintendent inaccordance withthe provisions This Voting Trust Certificate of Paragraph "5"of this Agreement or charges based upon any al egation which was made known in writing to the Superintendent bythe Board more than one (1) year before the charge is transferable on filed, shal not be admis ible at such a hearing against the books maintained by Superintendent. The hearing of icer shal strike from the Trustee at writ en charge or charges any such charge made against the principal office Superintendent. The hearing of icer shal , upon the conclusion of the Trustee by hearing, prepare and submit a writ en decision, which decision shal include findings of fact and a disposition of each charge. Both the registered holder hereof in person or by duly authorized attorney, Board and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to Superintendent shal be bound by all the decision of the provisions hearing of icer. Both parties shal , however, retain their right to appeal the decision of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificatehearingof icer to anyforumwithjurisdiction. EXECUTED this ______ day of ___________________Ifthe charges against the Superintendent are not sustained at such hearing or after any appeal therefrom, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment the Board shal reimburse the Superintendent for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, her costs and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books at xxxxx's fees incur ed indefense of the within-named Trustee with full power of substitution in the premises. Date: ___________________________hearingorappeal therefore.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16XXX, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.: INDEMNITEE: ------------------------------------- --------------------- Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, A DELAWARE CORPORATION (Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE "CORPORATION")BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockthat the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand shall, par value $.01 per share This certifies that _________________________ (apply in circumstances where the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares agent" (as defined in the Voting Trust Agreement referred to belowagreement) of Edison Schools Inc., a Delaware corporation (the "Corporation"), is or is threatened to be held a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the Trustee indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the terms procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Voting Trust Agreement dated as Indemnitee) that the indemnitee has not met such standard of November 16conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, 1999 (the "Voting Trust Agreement"), shall be a copy of which agreement has been delivered defense to the above-named Holder and filed in indemnitee's claim or create a presumption that the registered office indemnitee has not met any particular standard of the Corporation in the State of Delaware. The Holder, conduct or its registered assigns, will be entitled (i) to receive payments equal to did not have any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________particular belief.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, 1999and Executive may resign for Good Reason during the Contract Period, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined but only in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to full accordance with the terms of the Voting Trust Agreement dated second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of November 16his employment a lump sum equal to two (2) times the highest annual compensation, 1999 including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the "Voting Trust Agreement"“Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, a copy of which agreement Executive has been delivered to signed the above-named Holder and filed in Company’s required release document, but the registered office of time that Executive may revoke the Corporation in the State of Delaware. The Holderrelease document has not expired, or its registered assigns, payment will be entitled made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to receive payments equal act by Employer which Executive believes to any constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and all cash dividends collected by identifies the Trustee on the above-stated number particular clause of Shares, Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to receive all other dividends rescind such act or distributions except remedy such failure to act so as to eliminate “Good Reason” for the extent that property received is required to be deposited in the trust created termination by the Voting Trust AgreementExecutive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to receive act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a certificate or certificates representing timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that number of Shares on the any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Voting Trust Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, in accordance with its provisions This Voting Trust Certificate as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is transferable more than twenty percent (20%) of the services rendered, on average, during the books maintained by thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the Trustee full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the principal office time of the Trustee by the registered holder hereof in person termination without Cause or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof resignation for all purposes. The Holder and each subsequent registered holder hereof by the acceptance Good Reason under this Section 9 of this Voting Trust Certificate agrees to be bound by all Agreement, been providing services for a period of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________less than thirty six (36) months).

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16The Issuers, 1999any Guarantor or the Trustee, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to thc undersigned Trustee or is otherwise the beneficial owner of the above-stated number of Shares (as defined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant notice to the terms of the Voting Trust Agreement dated as of November 16others, 1999 may designate additional or different addresses for subsequent notices or communications. All notices and communications (the "Voting Trust Agreement"), a copy of which agreement has been delivered other than those sent to the above-named Holder and filed in the registered office of the Corporation in the State of Delaware. The Holder, or its registered assigns, Holders) will be entitled (i) deemed to receive payments equal to any and all cash dividends collected have been duly given: at the time delivered by the Trustee on the above-stated number of Shareshand, (ii) to receive all other dividends or distributions except to the extent that property received is required to be if personally delivered; five Business Days after being deposited in the trust created mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the Voting Trust Agreementnext Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication mailed (or, in the case of Global Notes, sent to the Depositary pursuant to Applicable Procedures) to a Holder shall be sent to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so sent within the time prescribed. Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (iii) to receive a certificate such originally executed instructions or certificates representing that number of Shares on the termination directions shall be signed by an authorized representative of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on party providing such instructions or directions. If the books maintained by party elects to give the Trustee at e-mail or facsimile instructions (or instructions by a similar electronic method) and the principal office Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee by the registered holder hereof in person or by duly authorized attorneyacting on unauthorized instructions, and upon surrender hereof; the risk or interception and until so transferred misuse by third parties. If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Issuers send a notice or communication to Holders, they will send a copy to the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by Agent at the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificatesame time. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________121

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16During the Remaining Term, 1999you shall continue to be eligible for the Severance Amount, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC.but Section 3.8 of the Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term. Notwithstanding any other provision of this Advisory Agreement, A DELAWARE CORPORATION in the event that, during the Advisory Term, your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, you shall be entitled to (THE "CORPORATION"i) the annual base salary you would have received had you remained employed through May 3, 2019 (the “Advisory Severance Amount”) and (ii) continued participation in the benefits set forth in Sections 3.3 and 3.7 of your Employment Agreement (or at the Company’s discretion, participation in equivalent benefits obtained by the Company for you that shall be as close as reasonably possible to those benefits that you receive as of the date of termination) through May 3, 2019 (the “Advisory Severance Benefits”), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stockin each case less all applicable withholding and other applicable taxes and deductions; provided that (x) you execute and deliver to the Company, par value $.01 per share No of Shares: ____ shares of Class B Common Stockand do not revoke, par value $.01 per share This certifies that _________________________ a Release and (the "Holder"y) has transferred to thc undersigned Trustee or is otherwise the beneficial owner you have not materially breached as of the above-stated number date of Shares such termination any provisions of your Employment Agreement or this Advisory Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment and to provide such benefits shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made or benefits have been provided, you shall repay to the Company such payment and the value of such benefits within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached your Employment Agreement or this Advisory Agreement prior to the time of your breach. The Advisory Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Voting Trust Agreement referred to belowRelease) of Edison Schools Inc.has expired, a Delaware corporation (and the "Corporation"), to be held by Advisory Severance Benefits shall commence on the Trustee pursuant date your employment terminates. Notwithstanding anything in this paragraph to the terms of the Voting Trust Agreement dated as of November 16contrary, 1999 (the "Voting Trust Agreement"), if a copy of which agreement has been Release is not executed and delivered to the above-named Holder and filed in the registered office Company within 60 days of the Corporation in the State of Delaware. The Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the such termination of the Voting Trust Agreement, employment (or if such Release is revoked in accordance with its provisions This Voting Trust Certificate is transferable on terms), the books maintained Advisory Severance Amount shall not be paid and the Advisory Severance Benefits shall terminate. For the avoidance of doubt, (A) you expressly agree that the change in your authority, duties or responsibilities in connection with your transition to Special Advisor shall not constitute “Good Reason” for purposes of this Advisory Agreement and (B) upon the expiration of the Advisory Term, or upon the termination of your employment for Cause or due to the expiration of this Advisory Agreement or by your death or Disability, or by your voluntary termination of your employment hereunder for any reason other than Good Reason, you shall be entitled only to the payment of such installments of your annual base salary that have been earned through the date of such expiration and/or termination and, other than in connection with the expiration of the Advisory Term, the Company shall provide you and your dependents continued participation in the Company’s health and medical benefits (or at the Company’s discretion, participation in equivalent benefits obtained by the Trustee at the principal office Company for you and your dependents that shall be as close as reasonably possible to those benefits that you and your dependents receive as of the Trustee by the registered holder hereof in person or by duly authorized attorneydate of termination) through May 3, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________2019.

Xxxxxxxxx. XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16Xxx amounts recexxxx xx Xxxxxx xith respect to this Note are to be applied first to any accrued and unpaid interest on the principal balance of this Note, 1999then toward any amounts (other than principal and interest) due pursuant to this Note, and then to the outstanding principal balance of this Note. Interest shall be computed based on the actual number of days elapsed in a 365-day year. If any payment required hereunder becomes due and payable on a Saturday, Sunday or legal holiday or a day on which banking institutions are authorized to close in New York State, the due date of such payment shall be extended to the next succeeding business day and, during such extension, interest shall continue to accrue and shall be payable at the rate per annum specified in Paragraph A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INCabove. "Indentures" as used herein shall mean the (i) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to the 12.5% A Discount First Mortgage Notes Due 2004, and (ii) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to the 11% B Discount First Mortgage Notes Due 2009. The failure of Maker to pay any installment of principal or interest or any other amount required by this Note, which failure remains uncured for more than 10 working days after the receipt by Maker of notice from Holder of such nonpayment, shall constitute a "Note Event of Default." Holder shall be entitled during the pendency of a Note Event of Default, A DELAWARE CORPORATION by notice to Maker, to declare the entire unpaid principal amount of this Note, and all accrued and unpaid interest thereon immediately due and payable. Presentment for payment, demand, protest and further notice of any kind, are all hereby expressly waived by Maker. Forbearance by Holder in exercising its right to accelerate the maturity of this Note shall not constitute a waiver of Holder's right to do so at any time with respect to any subsequent Note Event of Default. No cure by Maker shall limit or restrict the rights or remedies of Holder as to subsequent Note Events of Default. This Note is a full recourse Note, provided that in no event shall any general or limited partner of Maker have any liability to Holder hereunder. To secure this Note and the obligations of Maker to Holder hereunder, Maker hereby grants to Holder a second priority lien anx xxxurity interest in all rights, title and interest of Maker in and to Maker's now owned or hereafter acquired, created or arising accounts, inventory, equipment, general tangibles, chattel paper, instruments, documents, deposit accounts, monies, assets, personal property and all additions or substitutions thereof and cash and non-cash proceeds of the foregoing (THE "CORPORATIONCollateral"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENTsubject and subordinate in all respects to the security interest granted to the Trustee under the Collateral Documents. EDISON SCHOOLS INCIn no event shall the security interest granted hereunder be deemed to extend to any property that constitutes real property under applicable law. VOTING TRUST CERTIFICATE Certificate No. ______ No From and after, and during the continuance of, a Note Event of Shares: ____ shares of Class A Common StockDefault, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred Holder shall be entitled to thc undersigned Trustee or is otherwise the beneficial owner exercise all of the above-stated number rights and remedies of Shares a secured party available under the Uniform Commercial Code of the State of New York for the protection and enforcement of its rights in respect of the Collateral. Anything to the contrary herein notwithstanding, the terms of this Note shall be construed and applied so as to be consistent with, and not to result in a default by the Maker under, the terms and conditions of the Indentures and the Collateral Documents (defined herein as such term is defined in the Voting Trust Agreement referred Indentures). In the event of any conflict between the terms hereof and the terms of the Indentures or the Collateral Documents, the terms hereof shall be deemed to below) have been reformed so as to eliminate any such conflict. Notwithstanding any provision to the contrary contained in this Note, the total obligation for payments which are legally regarded as interest shall not exceed the maximum limits imposed by applicable state and federal laws in effect on the date hereof. Maker waives all notices, demands for payment, presentment for payment, notice of Edison Schools Inc.dishonor, a Delaware corporation (notice of protest, protest, and diligence in collection as to this Note and as to each, every and all installments hereof, and agrees that the "Corporation"), granting to be held by Maker of any extension or extensions of time for the Trustee payment of any sum or sums due pursuant to this Note shall not in any way release or affect the liability of Maker. Maker shall pay Holder all sums which are payable pursuant to the terms of this Note without setoff, recoupment or deduction of any kind or for any reason whatsoever. No provision of this Note may be waived, changed, modified, amended or discharged orally; only a written agreement which is signed by the Voting Trust Agreement dated as party against whom enforcement of November 16any waiver, 1999 (change, modification, amendment or discharge is sought shall be effective. This Note shall be governed by, and construed and enforced in accordance with, the "Voting Trust Agreement"), a copy laws of which agreement has been delivered to the above-named Holder and filed in the registered office of the Corporation in the State of DelawareNew York. The Holder, or its registered assigns, will This Note may not be entitled (i) to receive payments equal assigned to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and (iii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or entity by duly authorized attorney, and upon surrender hereof; and until so transferred Holder without the Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance express prior written consent of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the within-named Trustee with full power of substitution in the premises. Date: ___________________________Maker.