CREDIT AGREEMENT Dated as of January 31, 2014 among K12 INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER...Credit Agreement • February 4th, 2014 • K12 Inc • Services-educational services • New York
This CREDIT AGREEMENT is entered into as of January 31, 2014 among K12 INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
•] Shares K12 Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2007 • K12 Inc • Services-educational services • New York
K12 INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 31, 2020 1.125% Convertible Senior Notes due 2027Indenture • September 1st, 2020 • K12 Inc • Services-educational services • New York
INDENTURE, dated as of August 31, 2020, between K12 Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among K12 Inc., as Borrower and THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and PNC CAPITAL MARKETS LLC, as Sole...Credit Agreement • January 27th, 2020 • K12 Inc • Services-educational services
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of January 27, 2020, and is made by and among K12 Inc., a Delaware corporation (the "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent").
•] Shares K12 Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2007 • K12 Inc • Services-educational services • New York
DIRECTOR’S INDEMNIFICATION AGREEMENTDirector’s Indemnification Agreement • October 22nd, 2008 • K12 Inc • Services-educational services • Delaware
This Director’s Indemnification Agreement (“Agreement”) is made as of [date] (the “Effective Date”) by and between K12 Inc., a Delaware corporation (the “Company”), and [director name], who serves as a Director of the Company (“Indemnitee”).
STOCK OPTION AGREEMENTStock Option Agreement • December 12th, 2007 • K12 Inc • Services-educational services
THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of June 1, 2006 by and between K12 INC., a Delaware corporation (the “Company”), and JOHN BAULE (the “Optionee”).
INVESTOR RIGHTS AGREEMENT Dated as of April 27, 2011 AMONG K12 INC. AND THE INVESTORS NAMED HEREIN INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 29th, 2011 • K12 Inc • Services-educational services • New York
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 27, 2011, by and among K12 Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), and the entities listed as “Investors” on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
K12 INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 4th, 2015 • K12 Inc • Services-educational services • Delaware
Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) which is governed by this Restricted Stock Award Agreement (the “Agreement”), K12 Inc., a Delaware corporation (the “Company”) has granted you (the “Participant”) the number of shares of Restricted Stock under the 2007 Equity Incentive Award Plan, as amended from time to time (the “Plan”), as set forth in the Grant Notice.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2008 • K12 Inc • Services-educational services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of (the “Effective Date”) by and between K12 Inc., a Delaware corporation (the “Company”), and who serves as a director and/or officer of the Company (“Indemnitee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between K12 INC. and NATHANIEL A. DAVISSeparation Agreement and Release • January 28th, 2016 • K12 Inc • Services-educational services • Virginia
THIS AGREEMENT is entered into as of January 27, 2016, (the “Execution Date”), by and between K12 Inc., a Delaware corporation having a place of business at 2300 Corporate Park Drive, Herndon, Virginia 20171 (alternatively, “K12” or the “Corporation”) and Nathaniel A. Davis (“EMPLOYEE”) a resident of the Commonwealth of Virginia (K12 and EMPLOYEE are referred to collectively herein as the “Parties”). This Agreement will become effective upon and subject to the occurrence of the Effective Date (as defined below).
ContractSubscription Agreement • July 27th, 2007 • K12 Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENTExecutive Change in Control Severance Agreement • June 11th, 2020 • K12 Inc • Services-educational services • Virginia
This Executive Change in Control Severance Agreement (“Agreement”) is made effective as of June , 2020 (“Effective Date”), by and between K12 Inc., a Delaware corporation (the “Company”), and (“Executive”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2013 • K12 Inc • Services-educational services • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) was originally entered into effective as of September 27, 2010 (the “Effective Date”) between K12 INC., a Delaware corporation (“Company”), and RONALD J. PACKARD (“Executive”), on the following terms and conditions and is hereby further amended effective as of January 7, 2013.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2007 • K12 Inc • Services-educational services • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 1, 2007 (the “Effective Date”) between K12 INC., a Delaware corporation (“Company”), and RONALD J. PACKARD (“Executive”), on the following terms and conditions:
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • December 10th, 2007 • K12 Inc • Services-educational services
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”) is entered into as of July 12, 2007 by and between K12 INC., a Delaware corporation (the “Company”), and RONALD J. PACKARD (the “Optionee”). This Agreement supercedes and replaces in its entirety the Stock Option Agreement between the Company and the Optionee dated July 27, 2006 (the “Original Option Agreement”), under which the Optionee was granted certain stock options pursuant to Sections 2.4 and 2.41 of Optionee’s Employment Agreement with the Company dated January 1, 2006 (the “Employment Agreement”).
FIRST AMENDMENT TO THE EDUCATIONAL PRODUCTS AND SERVICES AGREEEMENT BETWEEN AGORA CYBER CHARTER SCHOOL AND K12 VIRTUAL SCHOOLS LLCTechnology Services Agreement • May 3rd, 2013 • K12 Inc • Services-educational services
The Educational Products and Services Agreement entered into between Agora Cyber Charter School (“Agora”) and K12 Virtual Schools LLC (“K12”), executed November 12, 2009 on behalf of Agora and November 13, 2009 on behalf of K12 is hereby amended, pursuant to Section 19.11, as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF TIMOTHY L. MURRAYEmployment Agreement • February 4th, 2014 • K12 Inc • Services-educational services
This First Amendment (“Amendment”) to the Employment Agreement (“Agreement”), dated December 19, 2013, is made between K12 Services Inc., a Delaware Corporation, and Timothy L. Murray (“Executive”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • November 8th, 2007 • K12 Inc • Services-educational services • New York
This STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 6, 2007, is made by and among K12 Inc., a Delaware corporation, with headquarters located at 2300 Corporate Park Drive, Herndon, Virginia 20171 (the “Company”), and KB Education Investments Limited, a company organized under the laws of the British Virgin Islands (the “Investor”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN K12 INC. AND NATHANIEL A. DAVISEmployment Agreement • October 27th, 2015 • K12 Inc • Services-educational services
This First Amendment (“First Amendment”), dated as of September 2, 2015, to the Amended and Restated Employment Agreement dated March 10, 2014 (the “Agreement”) is made between K12 Inc., a Delaware corporation (“K12”) and Nathaniel A. Davis (“Employee”).
STOCK OPTION AGREEMENT Pursuant To K12 INC. STOCK OPTION PLANStock Option Agreement • July 27th, 2007 • K12 Inc
THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of by and between K12 INC., a Delaware corporation (the “Company”), and «BOARD_MEMBER» (the “Optionee”).
April 20, 2018 Re: Amendment to Employment Agreement of Nathaniel A. DavisEmployment Agreement • April 25th, 2018 • K12 Inc • Services-educational services
Reference is made to that certain Second Amended and Restated Employment Agreement (the “Agreement”), dated as of January 27, 2016, by and between you and K12 Inc., a Delaware corporation (“K12”), which sets forth the terms and conditions of your employment with K12. Capitalized terms not defined in this letter shall have the meanings assigned to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2012 • K12 Inc • Services-educational services • Virginia
This Employment Agreement (this “Agreement”), dated as of March 7, 2012, is made by and among K12 Services Inc., a Delaware corporation (together with any successor thereto, the “Company”), K12, Inc., a Delaware Corporation (“Parent”) and Timothy L. Murray (“Executive”) (collectively referred to herein as the “Parties”).
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • August 10th, 2022 • Stride, Inc. • Services-educational services • Virginia
This Employment Transition Agreement (the “Agreement”) is entered into by and between Timothy Medina (“Executive”) and Stride, Inc., a Delaware corporation (the “Company”), effective as of June 30, 2022 (the “Transition Date”). Executive and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
K12 INC. PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • October 27th, 2015 • K12 Inc • Services-educational services • Delaware
Pursuant to the Performance Share Unit Grant Notice (the “Grant Notice”) which is governed by this Performance Share Unit Agreement (the “Agreement”), K12 Inc., a Delaware corporation (the “Company”) has granted you (the “Participant”) the number of Performance Share Units under the 2007 Equity Incentive Award Plan, as amended from time to time (the “Plan”), as set forth in the Grant Notice.
K12 INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 9th, 2017 • K12 Inc • Services-educational services • Delaware
Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) which is governed by this Restricted Stock Award Agreement (the “Agreement”), K12 Inc., a Delaware corporation (the “Company”), by the Compensation Committee of its Board of Directors (the “Administrator”), has granted to you (the “Participant”) the number of shares of Restricted Stock under the Company’s 2016 Incentive Award Plan, as may be amended from time to time (the “Plan”), indicated in the Grant Notice.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 27th, 2007 • K12 Inc • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of December , 2003 by and among K12 Inc., a Delaware corporation (the “Company”), the persons listed on the Schedule of Stockholders attached hereto as Exhibit A (the “Schedule of Stockholders”) as Common Stockholders (the “Common Stockholders”), the persons identified on the Schedule of Stockholders as Series B Preferred Stockholders (the “Series B Stockholders”), and the persons identified on the Schedule of Stockholders as Series C Preferred Stockholders (the “Series C Stockholders,” and together with the Series B Stockholders, the “Preferred Stockholders,” and the Preferred Stockholders together with the Common Stockholders, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among K12 INC., KAYLEIGH SUB TWO LLC, KAYLEIGH SUB ONE CORP., KC DISTANCE LEARNING, INC., and KCDL HOLDINGS LLC Dated as of July 23, 2010Agreement and Plan of Merger • July 26th, 2010 • K12 Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 23, 2010, is made among K12 Inc., a Delaware corporation (“Parent”), Kayleigh Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub”), Kayleigh Sub One Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub” and together with Parent and LLC Merger Sub, the “Purchaser Parties”), KCDL Holdings LLC, a Delaware limited liability company (“Seller”) and KC Distance Learning, Inc., a Delaware corporation (the “Company”). Each of the Purchaser Parties, the Company and Seller are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article VIII.
DEED OF LEASE By and Between ACP/2300 CORPORATE PARK DRIVE, LLC (“Landlord”) and K12 INC. (“Tenant”) South Pointe II 2300 Corporate Park Drive Herndon, Virginia 20171Work Agreement • September 26th, 2007 • K12 Inc • Services-educational services
THIS DEED OF LEASE (this “Lease”) is made as of the 7th day of December, 2005 (the “Effective Date”), by and between ACP/2300 CORPORATE PARK DRIVE, LLC, a Delaware limited liability company (“Landlord”), and K12 INC., a Delaware corporation (“Tenant”), who agree as follows:
K12 INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • K12 Inc • Services-educational services
WHEREAS, K12 Inc., a Delaware corporation (the “Company”) entered into an employment agreement, dated as of June 1, 2004 (the “Agreement”) with Howard D. Polsky (the “Executive”); and
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT OF TIMOTHY L. MURRAYEmployment Agreement • January 29th, 2015 • K12 Inc • Services-educational services
This Second Amendment (the “Second Amendment”), dated November 24, 2014, to the Employment Agreement dated March 7, 2012, as amended (the “Agreement”) is made by and among K12 Services Inc., a Delaware corporation (together with any successor thereto, the “Company”), K12 Inc., a Delaware Corporation (“Parent”) and Timothy L. Murray (“Executive”) (collectively referred to herein as the “Parties”).
STOCKHOLDERS AGREEMENT BY AND AMONG K12 INC., KCDL HOLDINGS LLC, LEARNING GROUP LLC, LEARNING GROUP PARTNERS, KNOWLEDGE INDUSTRIES LLC, AND CORNERSTONE FINANCIAL GROUP LLC DATED AS OF JULY 23, 2010Stockholders Agreement • July 26th, 2010 • K12 Inc • Services-educational services • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of July 23, 2010 by and among K12 Inc., a Delaware corporation (the “Company”), KCDL Holdings LLC, a Delaware limited liability company (“Holdings”), Learning Group LLC, a Delaware limited liability company (“LG”), Learning Group Partners, a California general partnership (“LGP”), Knowledge Industries LLC, a California limited liability company (“KI”), and Cornerstone Financial Group LLC, a California limited liability company (“Cornerstone” and collectively, with LG, LGP and KI, the “Stockholders”). The Company, Holdings, LG and the Stockholders are referred to herein each individually as a “Party” and collectively as the “Parties”.
K12 INC. STOCK OPTION AGREEMENTStock Option Agreement • August 9th, 2017 • K12 Inc • Services-educational services • Delaware
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) which is governed by this Stock Option Agreement (this “Agreement”), K12 Inc., a Delaware corporation (the “Company”), by the Compensation Committee of its Board of Directors (the “Administrator”), has granted to you (the “Participant”) an Option under the Company’s 2016 Incentive Award Plan, as may be amended from time to time (the “Plan”) to purchase the number of Shares indicated in the Grant Notice.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 26th, 2020 • K12 Inc • Services-educational services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 25, 2020, is entered into by and among K12 INC., a Delaware corporation (the “Borrower”), each Guarantor (as defined in the Credit Agreement), each of the Lenders (as defined in the Credit Agreement) party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under the Credit Agreement referred to below (hereinafter referred to in such capacity as the “Administrative Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • December 12th, 2007 • K12 Inc • Services-educational services
THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of June 16, 2005 by and between K12 INC., a Delaware corporation (the “Company”), and RICHARD RASMUS (the “Optionee”).
