Every indexed document

the term ""U.S. Person"" means (1) a citizen or resident of the U.S.

and any individual who is a non-U.S. Person (as defined

no law which is enacted in the Cayman Islands

no law which is enacted in the Cayman Islands

(including any officer or employee of a foreign

meaning it is primarily engaged in the production or

freely transferable and registered under some provisions of the

an entity's assets would not be considered

that plan will satisfy the diversification requirements of ERISA;

each investor will be required to represent whether or not it is a U.S.

and it can afford to suffer the complete

and it has obtained all additional information it has

in reliance upon the exemption from registration

substantially all of which is owned by the Principals

364 shares of k12 common stock at $1.60 per share and (iii) warrants to

000 annually pursuant to a perpetual license.

were used to repay existing debt of KUE to entities controlled by Michael Milken.

one of the Agents (as described in ""Knowledge Universe Education (KUE) —

000 plus a discretionary bonus. Ted Sanders has a 24-

unless terminated earlier. She serves as KLC's President and COO with a fixed annual