EMPLOYEE CONFIDENTIALITY AND RESTRICTIONS AGREEMENT

This Confidentiality and Restrictions Agreement (“Agreement”) formally identifies and memorializes
your agreement to certain important terms designed to protect the business, financial, competitive
and proprietary interests of Kaplan Test Prep, a division of Kaplan, Inc. (“Company”). Among other
things, this Agreement covers confidentiality, intellectual property rights, and post-employment
restrictions. If you have any questions about this Agreement, please contact Human Resources or
email: kpa.benefits@kaplan.com

1. “At Will” Employment: Your employment at Company is “at will,” meaning that either you or
Company can end that employment at any time and for any reason, with or without notice,
and nothing in this Agreement changes that arrangement or constitutes a promise of
continued employment for any defined period.

2. Confidentiality:

a. Company has developed, compiled or acquired Protected Information at great effort

and expense. “Protected Information” is comprised of Confidential Material and
Customer Information, both as defined below, and can be in any form or medium
including oral, written, digital or video. During your employment at Company and at
all times thereafter (regardless of the reason for your termination), you shall
safeguard and may not disclose Protected Information to any third party or use
Protected Information for your own or any other person’s benefit or personal gain or
for any purpose other than for the benefit of Company in the proper performance of
your duties for Company, unless Company provides you with prior written consent or
you are required by an order of a court or other governmental or legal body to
disclose Protected Information (“compelled by law”). If you are compelled by law to
disclose Protected Information, you will first promptly notify Company, you will give
Company a reasonable opportunity to seek protection of the Protected Information
before disclosing the Protected Information, and you will cooperate fully with
Company in protecting such information to the greatest degree possible. Your
confidentiality obligation to Company does not apply to information that has become
generally known through no wrongful act on your part or the part of any other person
having an obligation of confidentiality to Company.

b. “Confidential Material” includes but is not limited to non-public information about

current or planned Company products (for example, but not limited to, teacher
manuals, course design, student feedback and other metrics), services (for example,
but not limited to, instructional and teaching methods), business and strategic
information (for example, but not limited to, business plans, product ideas, pricing
models, financial information, marketing plans, research, strategies, customer lists,
and sources of new business), information of a technical nature (for example, but not
limited to, software, methods, know-how, processes, computer models and programs,
inventions, formulas, algorithms and designs) and trade secrets, as defined by
applicable state law.

October 2016 1
 c. “Customer Information” includes any personal and/or private information of or about
any individual, group of individuals, or institutions who purchased or participated (or
may purchase or participate) in any Company product or who is (or has been) a
customer or business partner of Company. Customer Information includes, but is not
limited to the name, contact details, biographical information, social security number,
credit card and bank information, medical information, test scores, or other data
relating to an individual’s inquiry about or participation in Company’s courses or use
of Company’s products, and any education record as defined by The Family
Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99).

d. All tangible materials, equipment, documents, copies of documents, data compilations

(in whatever form), software programs, and electronically created or stored materials
that you receive or make in the course of your employment with Company are and
shall remain the property of Company, and you shall immediately return such
property to Company upon Company’s request or upon the termination of your
employment, for whatever reason, with Company. Your obligation to return property
and documents extends to anything received or made by you during and as a result of
your employment by Company, regardless of whether it was received from Company
or a third party, such as from an actual or potential vendor or customer, and
regardless of whether such document contains Protected Information.

e. Company also expects you to respect any lawful and binding confidentiality
obligations that you may owe to third parties, such as former employers, and you
agree that you will honor any such obligations.

f. You understand that notwithstanding the foregoing nothing in this Agreement

prohibits you from disclosing in confidence trade secrets to Federal, State, and local
government officials, or to an attorney, for the sole purpose of reporting or
investigating a suspected violation of law. You also have the right to disclose trade
secrets in a document filed in a lawsuit or other proceeding, but only if the filing is
made under seal and protected from public disclosure. Nothing in this Agreement is
intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade
secrets that are expressly allowed by 18 U.S.C. § 1833(b).

3. Information Security: The use of your sign-on privilege gives you access to data concerning
Company, its courses and research, its Protected Information, and its systems. You have a
responsibility to maintain the security of that information and to keep it completely
confidential, except in the proper performance of your duties to Company. You may not share
your sign-on and/or password or privileges with any other user without your supervisor’s prior
written approval. Permission to access data does not include permission to re-print or re-
publish it. You agree that upon the written request of your supervisor, you will disclose all
passwords necessary or desirable for Company to obtain access to any Protected Information.

4. Intellectual Property:

a. “Intellectual Property” means any work product (whether tangible or intangible)

including materials, videos, images, recordings, writings, trademarks, trade names,
computer programs, data, technology, ideas, wire frames, concepts, prototypes or

October 2016 2
 proofs of concept, trade secrets, designs, innovations, discoveries, inventions,
improvements, (whether or not patentable or copyrightable) that are conceived,
created, designed or developed by you, solely or jointly with others, relating in any
manner to any present or prospective business or research activities of Company or
its affiliates or resulting from the use of Company’s time, materials, information, or
facilities, or from the services you perform for Company (whether during normal
business hours or other than during normal business hours) during your employment
by Company, or that become known to you by virtue of that employment.

b. With respect to any Intellectual Property that is protected under U.S. or international
copyright law, you agree that, to the maximum extent permissible under copyright
law, all Intellectual Property created (in whole or in part) by you during your Company
employment will be deemed a work for hire under copyright law and that Company
will be deemed the "author" of such Intellectual Property for the purposes of
copyright, and the copyright to such Intellectual Property will vest initially with
Company. If some or all of the Intellectual Property protected under U.S. copyright
law is deemed by a competent authority to be ineligible for work for hire status, then
you hereby assign to Company all right, title, and interest in and to such Intellectual
Property, including but not limited to worldwide copyright rights therein, without
limitation, for the entire term of copyright protection.

c. With respect to any Intellectual Property that is or may be protected under U.S.
patent law or the patent laws of any country or territory, you hereby assign to
Company the complete title to such Intellectual Property without limitation
throughout the world for the entire term of patent protection.

d. With respect to all Intellectual Property, you agree to execute all documents and
assist in all proceedings to perfect, register, or record the rights of Company to the
Intellectual Property, or secure, maintain or protect Company's ownership of the
Intellectual Property, as Company may deem appropriate. If you do not, within five (5)
days of presentment, return the requested executed documents, then Company is
hereby granted a limited power of attorney to execute all such documents on your
behalf. This power of attorney is coupled with an interest and is irrevocable.

e. You grant Company the right to use in perpetuity throughout the world, in any media
that is currently existing or may be developed, all video, images and recordings of me
made by Company, its affiliates or their respective agents in connection with my
employment at Company (“Recordings”), in whole or in part, in original form or as
edited or modified by Company. You also grant Company the right in perpetuity to
use your name and/or likeness in, or in connection with Recordings.

5. Non-Competition, Non-Solicitation and No-Hire of Company Employees, and Non-solicitation

of Customers:

State-Specific Limitations: Subsection 5(b)(i) below regarding non-competition does not apply to
you during any employment with Company in California, North Dakota, or Oklahoma. Subsection
5(b)(iii) below regarding non-solicitation of customers does not apply to you during any
employment with Company in California or North Dakota. During any employment in Louisiana,

October 2016 3
 the restrictions in Subsections 5(b)(i) and 5(b)(iii) shall apply only in the Louisiana parishes of
Orleans, East Baton Rouge, Caddo, Jefferson, Bossier, St. Tammany, Tangipahoa, Lafayette, St.
Charles, Ascension, Calcasieu, Lincoln, Iberia, Ouachita, Terrebonne, Beauregard, Livingston,
Morehouse, Sabine, and St. Helena.

a. You recognize that due to the nature of your employment with Company, you will
have access to and develop Protected Information. By signing below, you hereby
acknowledge that such information is valuable to the business of Company, and that
disclosure to, or use for the benefit of, any person or entity other than Company in
the proper performance of your duties to Company would cause substantial and
irreparable damage to Company. You further acknowledge that as a result of your
duties for Company and on behalf of Company, you will develop close relationships
and significant goodwill with Company clients, customers and/or vendors, potential
clients, customers and/or vendors, employees and/or management, and that such
relationships and goodwill are developed at a significant cost to Company and render
your services special, unique and extraordinary. Finally, you acknowledge that
Company has legitimate business interests in protecting such Protected Information,
relationships, and goodwill.

b. Accordingly, during your employment with Company and for a period of one year
following termination of your employment for any reason (the “Restricted Period”),
you agree that you will not, without prior written consent from the Company, directly
or through others:

i. own, manage, operate, control, engage in, represent, advise, be connected

with, be employed by, or work as a consultant or freelance for any business
(a) which competes or intends to compete with the division or unit of
Company for which you worked or (b) about which you have Protected
Information (“Competitors”), other than as a stockholder of securities of a
publicly owned corporation regularly traded on the open market and the
number of shares constitutes less than 5% of all outstanding stocks;

ii. solicit Company employees or anyone who was employed by Company within
the prior six months to leave Company or to work for or join another
company; or hire, attempt to hire, or assist any other company or party in
hiring any Company employees or anyone who was employed by Company
within the prior six months; or

iii. influence or attempt to influence any customers of Company to divert their

business to any competitive business or in any way interfere with the
relationship between any such customer and Company (including, without
limitation, making any false or disparaging statements or communications
about Company’s products or services), though the prohibition contained in
this provision shall apply only to actual or attempted solicitation for the
purpose of marketing or selling products or services which compete, directly
or indirectly, with those products or services offered by Company at the
termination of your employment.

October 2016 4
 c. You recognize that the geographic locations within which Company does business
and/or markets its products and services are international, that your work for
Company is not limited or confined to any single jurisdiction and agree that it is
reasonably necessary for the legitimate protection of Company’s customer
relationships and goodwill and Company Protected Information that the scope of the
restrictions referenced in this provision be as broad as the area in which the division
or unit of Company for which you worked or about which you have Protected
Information does business. Accordingly, the restrictions referenced in this provision
will be applicable to the entire United States and to those additional cities, regions
and countries where the division or unit of Company for which you worked or about
which you have Protected Information is located, operates or provides offerings.

d. By signing this Agreement, you acknowledge and agree without reservation that each
of the restraints contained in this Agreement is necessary for the reasonable and
proper protection of the goodwill, Protected Information and other legitimate
interests of Company and that each and every one of these restraints is reasonable in
respect to subject matter, length of time, and geographic area. You further agree that
you will never assert, or permit to be asserted on your behalf, in any forum, any
contrary position. No breach of any provision of this Agreement by Company, or any
other claimed breach of contract or violation of law, or change in the nature or scope
of your employment relationship with Company, shall operate to extinguish your
obligation to comply with the terms of this Agreement.

e. If you breach any of these provisions, you agree that the Restricted Period during
which you are prohibited from competing with Company, and soliciting customers and
personnel from Company will be tolled during the period of such breach and will not
begin accruing again until after the breach has ceased, whether voluntarily or by order
of a court or arbitrator.

f. Questions regarding the application of this provision, including which companies

constitute Competitors for your purposes or requests for written consent to join a
Competitor, should be directed to the Human Resources Department.

6. Remedies: You agree that in the event that you breach or threaten to breach any provision of
this Agreement, Company will be entitled, in addition to any other right or remedy available to
it by law or pursuant to this Agreement, to seek in a court of competent jurisdiction an
immediate injunction restraining such breach or threatened breach, and Company will not be
required to demonstrate irreparable harm or actual damage nor be required to post a bond in
any proceeding brought for such purpose. You agree that this Agreement shall be construed
and enforced in accordance with the substantive laws of the State of Florida, without giving
effect to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the
state and federal courts located in the State of Florida for the resolution of any dispute
regarding or arising out of this Agreement, and you agree to the personal jurisdiction of those
courts. You waive any objection you may now or hereafter have to the venue of any such
action in those courts, and further irrevocably waive any claim you may now or hereafter have
that any such action brought in those courts has been brought in an inconvenient forum.
Should any dispute or controversy arising from or relating to this Agreement be submitted for

October 2016 5
 adjudication to any court, the preservation of the secrecy of Protected Information may be
jeopardized. Consequently, the parties agree that all issues of fact shall be tried without a jury.

7. Miscellaneous: This Agreement may not be changed, modified, amended or supplemented,

except in a writing signed by both Parties. This Agreement constitutes and contains the entire
agreement between the Parties with respect to the subject matter hereof. To the extent that
any provision of this Agreement is held to be invalid or unenforceable, it is the intention of the
parties to this Agreement that the subject provision be modified to both be enforceable and
retain as much of the intent of the unmodified language as possible. To the extent that a
provision of this Agreement cannot be so modified, its invalidity or unenforceability will not
affect any other provisions in this Agreement and those remaining provisions will be
construed in all respects as if the invalid or unenforceable provision was omitted.

8. Scope and Duration of Agreement: This Agreement applies to your current position and will
continue to apply notwithstanding any changes made in the future to your employment,
including but not limited to changes in your salary, benefits, bonus plans, job title, reporting
structure and job responsibilities, except to the extent otherwise provided in any other
agreement covering your employment. The restrictions imposed by this Agreement with
respect to Company also apply to current and future subsidiaries, affiliates, and successors
and assigns of Company. During the Restricted Period, you agree that you shall, and Company
may, show this Agreement to any subsequent employer or potential employer. This
Agreement may be enforced by Company as well as its successors and assigns.

AGREED AND ACCEPTED:

Signature: {{Sig1_es_:signer1:signature}}
Date: {{Sig1_es_:signer1:date}}

October 2016 6