0000950133-07-004454 Sample Contracts

•] Shares K12 Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2007 • K12 Inc • Services-educational services • New York
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STOCK SUBSCRIPTION AGREEMENT
Stock 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”).

K12 INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 AMENDED AND RESTATED EDUCATIONAL PRODUCTS AND, ADMINISTRATIVE, AND TECHNOLOGY SERVICES AGREEMENT Between the Ohio Virtual Academy and K12 Ohio L.L.C.
And Technology Services Agreement • November 8th, 2007 • K12 Inc • Services-educational services • Ohio

This Second Amended and Restated Education, Administrative, and Technology Services Agreement (the “Agreement”) is made and entered into as of the 19th day of April, 2007, supersedes the Amended and Restated Education, Administrative, and Technology Services Agreement entered December 20, 2007, and becomes effective July 1, 2007, by and between K12 Ohio L.L.C., a Delaware limited liability company (“K12”), and the Ohio Virtual Academy (“OHVA,” or the “Academy”), a community school established under charter granted pursuant to the Ohio Community School Act.

K12 Inc. School Leasing Corporation American School Supply Corporation 2300 Corporate Park Drive Herndon, Virginia 20171
K12 Inc • November 8th, 2007 • Services-educational services • Virginia

We refer to the Revolving Credit Agreement dated December 21, 2006, (as from time to time amended and in effect called the “Credit Agreement”), by and among K12 Inc., School Leasing Corporation, American School Supply Corporation and PNC Bank, National Association.

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