X0202 3 2007-12-12 0 0001157408 K12 INC LRN 0001062592 BEAR STEARNS ASSET MANAGEMENT INC 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0000777001 BEAR STEARNS COMPANIES INC 383 MADISON AVENUE NEW YORK NY 10179 0 0 1 0 0001293522 Constellation Ventures Management II, LLC 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0001294655 Friedman Clifford H C/O BEAR STEARNS ASSET MANAGEMENT, INC. 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0001276344 BSC EMPLOYEE FUND VI LP 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0001115990 CONSTELLATION VENTURE CAPITAL II LP 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0001293524 CVC II Partners, LLC 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 0001293523 Constellation Venture Capital Offshore II, LP 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 0 0 1 0 Series B Convertible Preferred Stock Common Stock 773755 I By CVC Series B Convertible Preferred Stock Common Stock 365808 I By Offshore Series B Convertible Preferred Stock Common Stock 306543 I By BSC Series B Convertible Preferred Stock Common Stock 17166 I By CVCP Series C Convertible Preferred Stock Common Stock 1034100 I By CVC Series C Convertible Preferred Stock Common Stock 488891 I By Offshore Series C Convertible Preferred Stock Common Stock 409685 I By BSC Series C Convertible Preferred Stock Common Stock 22942 I By CVCP Option (Right to Buy) 9.18 2014-12-31 Common Stock 5184 I By CVC Option (Right to Buy) 9.18 2014-12-31 Common Stock 2451 I By Offshore Option (Right to Buy) 9.18 2014-12-31 Common Stock 2053 I By BSC Option (Right to Buy) 9.18 2014-12-31 Common Stock 114 I By CVCP Option (Right to Buy) 7.65 2013-12-31 Common Stock 5184 I By CVC Option (Right to Buy) 7.65 2013-12-31 Common Stock 2451 I By Offshore Option (Right to Buy) 7.65 2013-12-31 Common Stock 2053 I By BSC Option (Right to Buy) 7.65 2013-12-31 Common Stock 114 I By CVCP Option (Right to Buy) 6.83 2012-12-31 Common Stock 5184 I By CVC Option (Right to Buy) 6.83 2012-12-31 Common Stock 2451 I By Offshore Option (Right to Buy) 6.83 2012-12-31 Common Stock 2053 I By BSC Option (Right to Buy) 6.83 2012-12-31 Common Stock 114 I By CVCP Option (Right to Buy) 6.83 2011-12-31 Common Stock 5184 I By CVC Option (Right to Buy) 6.83 2011-12-31 Common Stock 2451 I By Offshore Option (Right to Buy) 6.83 2011-12-31 Common Stock 2053 I By BSC Option (Right to Buy) 6.83 2011-12-31 Common Stock 114 I By CVCP Option (Right to Buy) 6.83 2010-12-31 Common Stock 3888 I By CVC Option (Right to Buy) 6.83 2010-12-31 Common Stock 1838 I By Offshore Option (Right to Buy) 6.83 2010-12-31 Common Stock 1540 I By BSC Option (Right to Buy) 6.83 2010-12-31 Common Stock 86 I By CVCP The convertible preferred stock is convertible at any time and will convert automatically into Common Stock immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock are convertible into one share of Common Stock. It has no expiration date. The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities. Option was granted on 5/17/07 and vests over 4 years in 16 quarterly installments. Option was granted on 4/27/06 and vests over 4 years in 16 quarterly installments. Option was granted on 3/24/05 and vests over 4 years in 16 quarterly installments. Option was granted on 3/31/04 and vests over 4 years in 16 quarterly installments. Option was granted on 2/10/03 and vests over 4 years in 16 quarterly installments. /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 2007-12-12 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 2007-12-12 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 2007-12-12 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 2007-12-12 /s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 2007-12-12 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 2007-12-12 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 2007-12-12 /s/ Clifford H. Friedman 2007-12-12