<table><tr><th>From:</th><th>Richard Joslin</th><th></th></tr><tr><td>Sent:
To:</td><td>Thursday, January 22, 2015 7:12 PM
Eileen Alexanderson</td><td></td></tr><tr><td>Cc:</td><td>Bradley J. Wechsler a);</td><td>p); J'effrey E.</td></tr><tr><td>Subject:</td><td>RE: KUE</td><td></td></tr></table>

Re BFP LP investment i= Knowledge Universe

Update- Andy Benson co=troller.

CIS and ECE sales: &nb=p;sale proceeds are held up due to foreign/ Singapore tax issues — d=adline for fund distribution of proceeds is June 2015 with likely distribu=ion between March 15 and April 15, 2015. There will likely be haircut for taxes and dollar amount of distribution is not =vailable.

From: Eileen Alexanderson
Sent: Monday, November 10, 2014 5:12 PM
To: jeffrey E.; Richard Joslin; Melanie Spinella
Subject: KUE

Teleconference of KUE partner meeting finished=a little while ago. The attached, which I sent last week, is a good summar= of the situation.

From today's meeting:

-deal in hand for the sale of the Intl operation in =ingapore for net proceeds of $108.2mil was announced at the meeting. Also =UE has a signed term sheet, with a exclusivity period only until Dec=8th, for the sale of the Canadian Intl School which would net $248mi1. Combined $357mi1 net proceeds after d=bt repayment is a bit below guidance I had been given of $400mi1 and a bit=will be held back in an escrow account. Guidance was for a late Dec or Jan=distribution of proceeds which would be roughly $5mil to us.

-Propco — mindset toward monetizing but =ounded like there is no firm shape for a deal yet i.e. whether they will 5=11 to a REIT or form a new RE company and lever. Property portfolio is a b=t of flux reflecting disposition of centers closed by Opco over the past several years. KUE would like LPs to have opt=on of two ways out — cash or equity in survivor.

As I indicated in the note, for extension to Oct 201=, Intl and Propco must be monetized by Oct 2015.

-Opco — core early childhood care centers &nbs=;are growing again — EBITDA est for 2014 is $118mil, up =rom $89mil in 2013. Plan shows goal of $142mi1 in 2015 and $162mil in 2016= Co suggested valuation at 10x EV/EBITDA seems appropriate given fact that public comp, Bright Horizons, trades at 15x EV/EBITDA but =s supported by 14% ebitda margin compared to Opco at 9.3% currently and fu=ure forecast of 10%.

Eileen Alexander=on

Elysium Management<=:p>

445 Park Avenue

Suite 1401

New York NY 10022