PREETBHARARA United States Attorney for the Southern District of New York

By HEIDI AWENDEL

1MARA E TRAGER

~---1

Assistant United States Attorneys i 86 Chambers Street Third Floor 26 r i New York New York 10007 I

ITel (212) 637-26362799 Fax (212) 637-2686 Email heidi wende Iusdojgov mara tragerusdojgov

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

UNITED STATES OF AMERICA ex rei GURUMURTHY KAL Y ANA RAM and STA TE OF NEW YORK ex reI GURUMURTHY KALYANARAM

Plaintiffs

-v-

NEW YORK INSTITUTE OF TECHNOLOGY ELLIS COLLEGE OF NEW YORK INSTITUTE OF TECHNOLOGY CARDEAN LEARNING GROUP LLC UNEXT INC and UNEXT LLC

Defendants

UNITED STATES OF AMERICA

Plaintiff-Intervenor

-v-

NEW YORK INSTITUTE OF TECHNOLOGY ELLIS COLLEGE OF NEW YORK INSTITUTE OF TECHNOLOGY CARDEAN LEARNING GROUP LLC UNEXT INC and UNEXTCOM LLC fkla UNEXT LLC

Defendants

STIPULATION AND ORDER OF SETTLEMENT AND DISMISSAL AS TO DEFENDANT CARDEAN LEARNING GROUP LLC

07 Civ 9307 (JFK) (AlP)

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 1 of 16

WHEREAS this Stipulation and Order of Settlement and Dismissal (the Stipulation or

Agreement) is entered into among the United States of America by its attorney Preet Bharara

United States Attorney for the Southern District of New York (the United States) Defendant

Cardean Learning Group LLC (formerly known as UNextcom LLC) and UNext Inc

(collectively referred to as Cardean) and Gurumurthy Kalyanaram (Relator) through their

authorized representatives

WHEREAS New York Institute of Technology (NYIT) is a private non-profit

university with over 14000 students in seven colleges and schools

WHEREAS Ellis College of NYIT (Ellis College) was founded in 2003 pursuant to an

agreement between NYIT UNext Inc and UNextcom LLC (later known as Cardean Learning

Group LLC) to offer exclusively online courses

WHEREAS NYIT is a participant in the federally-funded student loan and grant

programs administered by the United States Department of Education (USED)

WHEREAS Cardean Learning Group LLC is a privately-held limited liability company

organized under the laws of the State of Delaware During the relevant time period Cardean

Learning Group LLC developed and provided to NYIT graduate business and management

programs including an online MBA program as well as student recruitment services pursuant to

its contract with NYIT

WHEREAS on October 172007 Relator filed a qui tam action in the United States

District Court for the Southern District of New York captioned United States ofAmerica ex reI

Gurumurthy Kalyanaram and the State ofNew York ex reI Gurumurthy Kalyanaram against the

2

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 2 of 16

New York Institute oTechnology Ellis College oNew York Institute oTechnology Cardean

Learning Group LLC lJ1Yext Inc and Ulvexl LLC 07 Civ 9307 (JFK) pursuant to the qui tam

provisions of the False Claims Act 31 Usc sect 3730(b) (the Relators Action) The Relators

Action alleged inter alia that NYIT and Ellis College made incentive payments through

Cardean to recruiters to enroll students in violation of applicable laws rules and regulations

WHEREAS on September 202011 Relator filed a First Amended Qui Tam Complaint

amending the retaliation claim of the previously filed complaint

WHEREAS the United States has intervened in the Civil Action and has filed the

Complaint~in~Intervention of the United States of America (the Federal Complaint) alleging

that Defendants named in the Relators action knowingly violated the incentive compensation

ban prohibiting institutions that receive Title IV funds from providing any commission bonus

or other incentive payment based directly or indirectly on success in securing enrollments or

financial aid to any person or entities engaged in any student recruiting or admission activities or

in making decisions regarding the award of student financial assistance 20 USC

sect 1094(a)(20) (Incentive Compensation Ban)

WHEREAS Defendant Cardeans conduct as alleged in the Federal Complaint and

Relators First Amended Qui Tam Complaint shall be defined for purposes of this settlement as

the Covered Conduct

NOW THEREFORE to avoid the delay uncertainty inconvenience and expense of

protracted litigation of the above claims and in consideration of the mutual promises and

obligations of this StipUlation the United States Cardean and Relator (the Parties) agree and

3

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 3 of 16

covenant as follows

TERMS AND CONDITIONS

1 The Parties consent to this Courts exercise of subject matter jurisdiction over this

action and personal jurisdiction over each of them

2 Cardean Learning Group LLC admits acknowledges and accepts responsibility

for the following conduct alleged in the Federal Complaint

a During the relevant time period NYIT was a Title IV funding recipient eligible to

receive USED funding including student grants and loans

b As part of NY ITs obligations as a Title IV funding recipient NYIT agreed inter

alia that it would not provide or contract with any entity that provides any commission bonus

or other incentive payment based directly or indirectly on success in securing enrollments or

financial aid to any persons or entities engaged in any student recruiting or admissions activities

or in making decisions with regard to the awarding of student financial assistance

c In 2003 Cardean Learning Group LLC entered into a contract with NYIT to

provide inter alia recruitment services with respect to Ellis College including compliance with

the Incentive Compensation Ban

d From September 2003 to August 2008 Cardean Learning Group LLC used

recruiter compensation plans that included incentive compensation in the form of salary

adjustments more than two times in a twelve month period for certain employees providing

recruiting services for Ellis College and

e From September 2003 to August 2008 Cardean Learning Group LLC on certain

4

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 4 of 16

occasions compensated certain Ellis College recruiters with incentive payments in addition to

their regular salaries for among other things securing student enrollments for Ellis College

3 Cardean shall pay the United States a total of one million five hundred thousand

dollars ($] 50000000) (the Settlement Amount) for the loss claimed by the United States due

to the Covered Conduct Cardean shall make payment of the Settlement Amount by electronic

funds transfer within 30 days of the Effective Date pursuant to written instructions to be

provided by the United States Attorneys Office for the Southern District of New York

4 Conditioned upon Cardeans payment of the Settlement Amount the United

States releases Cardean and all of its current and former officers directors trustees

shareholders members employees affiliates servants agents and assigns from any civil or

administrative monetary claim the United States has for the Covered Conduct under the False

Claims Act 31 USC sectsect 3729-3733 the Contract Disputes Act (41 USC sect60 I et seq) the

Program Fraud Civil Remedies Act 31 USC sectsect 3801-3812 the Civil Monetary Penalties Law

42 U SC sect 1320a-7a and the common law or equitable theories of fraud payment by mistake

negligence breach of contract and unjust enrichment The United States shall seek the

simultaneous filing and dismissal with prejudice of the Federal Complaint as against Cardean as

well as the dismissal with prejudice of Relators First Amended Qui Tam Complaint as against

Cardean

5 Contingent upon and following payment by Cardean pursuant to the terms of the

Settlement Agreement the United States agrees to pay the Relator twenty percent (20) of the

payment (the Relators Share) from the Settlement Amount according to written instructions

5

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 5 of 16

covenant as follows

TERMS AND CONDITIONS

1 The Parties consent to this Courts exercise of subject matter jurisdiction over this

action and personal jurisdiction over each of them

2 Cardean Learning Group LLC admits acknowledges and accepts responsibility

for the following conduct alleged in the Federal Complaint

a During the relevant time period NYIT was a Title IV funding recipient eligible to

receive USED funding including student grants and loans

b As part of NY ITs obligations as a Title IV funding recipient NYIT agreed inter

alia that it would not provide or contract with any entity that provides any commission bonus

or other incentive payment based directly or indirectly on success in securing enrollments or

financial aid to any persons or entities engaged in any student recruiting or admissions activities

or in making decisions with regard to the awarding of student financial assistance

c In 2003 Cardean Learning Group LLC entered into a contract with NYIT to

provide inter alia recruitment services with respect to Ellis College including compliance with

the Incentive Compensation Ban

d From September 2003 to August 2008 Cardean Learning Group LLC used

recruiter compensation plans that included incentive compensation in the form of salary

adjustments more than two times in a twelve month period for certain employees providing

recruiting services for Ellis College and

e From September 2003 to August 2008 Cardean Learning Group LLC on certain

4

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 4 of 16

occasions compensated certain Ellis College recruiters with incentive payments in addition to

their regular salaries for among other things securing student enrollments for Ellis College

3 Cardean shall pay the United States a total of one million five hundred thousand

dollars ($] 50000000) (the Settlement Amount) for the loss claimed by the United States due

to the Covered Conduct Cardean shall make payment of the Settlement Amount by electronic

funds transfer within 30 days of the Effective Date pursuant to written instructions to be

provided by the United States Attorneys Office for the Southern District of New York

4 Conditioned upon Cardeans payment of the Settlement Amount the United

States releases Cardean and all of its current and former officers directors trustees

shareholders members employees affiliates servants agents and assigns from any civil or

administrative monetary claim the United States has for the Covered Conduct under the False

Claims Act 31 USC sectsect 3729-3733 the Contract Disputes Act (41 USC sect60 I et seq) the

Program Fraud Civil Remedies Act 31 USC sectsect 3801-3812 the Civil Monetary Penalties Law

42 U SC sect 1320a-7a and the common law or equitable theories of fraud payment by mistake

negligence breach of contract and unjust enrichment The United States shall seek the

simultaneous filing and dismissal with prejudice of the Federal Complaint as against Cardean as

well as the dismissal with prejudice of Relators First Amended Qui Tam Complaint as against

Cardean

5 Contingent upon and following payment by Cardean pursuant to the terms of the

Settlement Agreement the United States agrees to pay the Relator twenty percent (20) of the

payment (the Relators Share) from the Settlement Amount according to written instructions

5

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 5 of 16

occasions compensated certain Ellis College recruiters with incentive payments in addition to

their regular salaries for among other things securing student enrollments for Ellis College

3 Cardean shall pay the United States a total of one million five hundred thousand

dollars ($] 50000000) (the Settlement Amount) for the loss claimed by the United States due

to the Covered Conduct Cardean shall make payment of the Settlement Amount by electronic

funds transfer within 30 days of the Effective Date pursuant to written instructions to be

provided by the United States Attorneys Office for the Southern District of New York

4 Conditioned upon Cardeans payment of the Settlement Amount the United

States releases Cardean and all of its current and former officers directors trustees

shareholders members employees affiliates servants agents and assigns from any civil or

administrative monetary claim the United States has for the Covered Conduct under the False

Claims Act 31 USC sectsect 3729-3733 the Contract Disputes Act (41 USC sect60 I et seq) the

Program Fraud Civil Remedies Act 31 USC sectsect 3801-3812 the Civil Monetary Penalties Law

42 U SC sect 1320a-7a and the common law or equitable theories of fraud payment by mistake

negligence breach of contract and unjust enrichment The United States shall seek the

simultaneous filing and dismissal with prejudice of the Federal Complaint as against Cardean as

well as the dismissal with prejudice of Relators First Amended Qui Tam Complaint as against

Cardean

5 Contingent upon and following payment by Cardean pursuant to the terms of the

Settlement Agreement the United States agrees to pay the Relator twenty percent (20) of the

payment (the Relators Share) from the Settlement Amount according to written instructions

5

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 5 of 16

provided by Relators counsel David Koenigsberg Cardean has separately entered into an

agreement to address the payment of Relators attorneys fees and costs with respect to the

matters being settled by this Agreement

6 In agreeing to accept payment of the Relators Share Relator for himself and his

heirs successors attorneys agents and assigns will release and will be deemed to have released

and forever discharged the United States its officers agents and employees from any claims

pursuant to 31 USC sect 3730 and for a share of the US Settlement Amount and from any

claims against the United States arising from or relating to the filing of the Civil Action and the

Federal Complaint

7 Relator for himself and for his heirs executors administrators personal

representatives family members successors attorneys agents and assigns releases and forever

discharges Cardean and all of its current and former officers directors trustees shareholders

members employees affiliates servants agents and assigns (lithe Released Parties) from any

and all manner of claims proceedings and causes of action of any kind or description

whatsoever known or unknown contingent or accrued that Relator andor his heirs executors

administrators and assigns have against the Released Parties arising out of or by reason of any

cause matter thing fact circumstance event or agreement whatsoever occurring prior to the

execution of this Agreement relating to or arising out of Relators First Amended Qui Tam

Complaint or the Federal Complaint Relator and his heirs successors attorneys agents and

assigns shall not object to this Agreement but agree and confirm that this Agreement is fair

adequate and reasonable under all the circumstances pursuant to 31 USc sect 3730(c)(2)(B)

6

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 6 of 16

Nothing herein shall be construed as releasing NYIT from Relators claims for retaliation under

31 USc sect 3730(h) andor NY State Finance Law sect 191 (I) and any claims that are the subject

of the action entitled Kalyanaram v NYIT Index No 1090412010 (NY Supreme Court)

8 Notwithstanding the releases given in Paragraph 4 or any other paragraph of this

Stipulation the following claims of the United States are specifically reserved and are not

released

a Any liability arising under Title 26 US Code (Internal Revenue Code)

b Any criminal liability

c Except as explicitly stated in this Agreement any administrative liability

including suspension and debannent rights of any federal agency

d Any liability to the United States (or its agencies) for any conduct other

than the Covered Conduct and

e Any liability based upon obligations created by this Stipulation

9 Cardean shall be in default of this Stipulation if it fails to make the payment set

forth in paragraph 3 on or before its due date The United States will provide written notice of

any default to be sent by email andfirst-c1assmailtotheundersignedattorneysforCardeanIn

the event of default the entire remaining unpaid Settlement Amount shall be immediately due

and payable by Cardean and interest shall accrue at the rate of 12 per annum compounded

daily on the remaining unpaid principal balance beginning seven (7) business days after delivery

of the notice of default If the Settlement Amount with all accrued interest is not paid in full

within seven (7) business days after delivery of the notice of defau It Cardean shall agree to a

7

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 7 of 16

Nothing herein shall be construed as releasing NYIT from Relators claims for retaliation under

31 USc sect 3730(h) andor NY State Finance Law sect 191 (I) and any claims that are the subject

of the action entitled Kalyanaram v NYIT Index No 1090412010 (NY Supreme Court)

8 Notwithstanding the releases given in Paragraph 4 or any other paragraph of this

Stipulation the following claims of the United States are specifically reserved and are not

released

a Any liability arising under Title 26 US Code (Internal Revenue Code)

b Any criminal liability

c Except as explicitly stated in this Agreement any administrative liability

including suspension and debannent rights of any federal agency

d Any liability to the United States (or its agencies) for any conduct other

than the Covered Conduct and

e Any liability based upon obligations created by this Stipulation

9 Cardean shall be in default of this Stipulation if it fails to make the payment set

forth in paragraph 3 on or before its due date The United States will provide written notice of

any default to be sent by email andfirst-c1assmailtotheundersignedattorneysforCardeanIn

the event of default the entire remaining unpaid Settlement Amount shall be immediately due

and payable by Cardean and interest shall accrue at the rate of 12 per annum compounded

daily on the remaining unpaid principal balance beginning seven (7) business days after delivery

of the notice of default If the Settlement Amount with all accrued interest is not paid in full

within seven (7) business days after delivery of the notice of defau It Cardean shall agree to a

7

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 7 of 16

Consent Judgment against Cardean in the amount of the unpaid balance and the United States at

its option may (a)rescind this Stipulation and reinstate the Federal Complaint filed in this action

as to Cardean or seek specific performance of the Stipulation (b) onset the remaining unpaid

balance from any amounts due and owing Cardean by any department agency or agent of the

United States at the time of default or (c) exercise any other rights granted by law or under the

terms of this Agreement or recognizable at common law or in equity Cardean shall not contest

any offset imposed or any collection action undertaken by the United States pursuant to this

paragraph either administratively or in any State or Federal court In addition Cardean shall pay

the United States all reasonable costs of collection and enforcement under this paragraph

including attorneys fees and expenses In the event that the United States opts to rescind this

Stipulation pursuant to this paragraph Cardean shall not plead argue or otherwise raise any

defenses under the theories of statute of limitations laches estoppel or similar theories to any

civil or administrative claims which relate to the Covered Conduct

10 Cardean waives and shall not assert any defenses it may have to any criminal

prosecution or administrative action relating to the Covered Conduct that may be based in whole

or in part on a contention that under the Double Jeopardy Clause in the Fifth Amendment of the

Constitution or under the Excessive Fines Clause in the Eighth Amendment of the Constitution

this Stipulation bars a remedy sought in such criminal prosecution or administrative action

11 Nothing in this paragraph or any other provision of this Stipulation constitutes an

agreement by the United States concerning the characterization of the Settlement Amount for

purposes of the Internal Revenue laws Title 26 of the United States Code

8

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 8 of 16

12 Cardean fully and finally releases the United States and its agencies employees

servants and agents from any claims (including attorneys fees costs and expenses of every kind

and however denominated) that Cardean has asserted could have asserted or may assert in the

future against the United States and its agencies employees servants and agents related to the

Covered Conduct and the United States investigation and prosecution thereof provided

however that nothing in this Stipulation shall absolve the Government from any obligation to

pay Cardean any amounts due under any grant cooperative agreement or contract awarded to

Cardean by the United States (Government Agreements) or prevent Cardean from seeking an

equitable adjustment or recovering on any claim for any amounts due to Cardean under any

Government Agreement except as otherwise provided by this Stipulation

13 Cardean fully and finally releases Relator and each of his heirs successors

attorneys agents and assigns from any claims (including attorneys fees costs and expenses of

every kind and however denominated) that Cardean has asserted or could have asserted or may

assert in the future against Relator and his heirs successors attorneys agents and assigns

relating to or arising out of Relators First Amended Qui Tam Complaint or the Federal

Complaint

14 Cardean agrees to the following

a Unallowable Costs Defined All costs (as defined in the Federal

Acquisition Regulation 48 CFR sect 31205-47 and in Titles XVIII and XIX of the Social

Security Act 42 USc sectsect 1395-1395kkk-1 and 1396-1 396w-5 and the regulations and official

program directives promulgated thereunder) incurred by or on behalf of Cardean their present or

9

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 9 of 16

former officers directors trustees employees and agents in connection with

(I) the matters covered by this Stipulation

(2) the United States audit(s) and civil and any criminal

investigation(s) of the matters covered by this Stipulation

(3) Cardeans investigation defense and corrective actions

undertaken in response to the United States audit(s) and civil and any criminal investigation(s)

in connection with the matters covered by this Stipulation (including attorneys fees)

(4) the negotiation and performance of this Stipulation and

(5) the payments made to the United States pursuant to this Stipulation

and any payments that Cardean or any of Cardeans present or former officers directors

trustees employees and agents make to Relator including for his costs and attorneys fees

b Future Treatment of Unallowable Costs Unallowable Costs shall be

separately determined and accounted for in nonreimbursable cost centers or categories by

Cardean and Cardean shall not charge such Unallowable Costs directly or indirectly to any

contracts with the United States

c Treatment of Unallowable Costs Previously Submitted for Payment

Within 90 days after the Effective Date of this Agreement Cardean shall identify and repay by

adjustment to future claims for payment or otherwise any Unallowable Costs included in

payments previously sought by Cardean or any of its subsidiaries or affiliates from the United

States Cardean agrees that the United States at a minimum shall be entitled to recoup from

Cardean any overpayment plus applicable interest and penalties as a result of the inclusion of

10

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 10 of 16

such Unallowable Costs on previously-submitted requests for payment The United States

including the Department of Justice andor the affected agencies reserves its rights to audit

examine or re-examine Cardeans books and records and to disagree with any calculations

submitted by Cardean or any of its subsidiaries or affiliates regarding any Unallowable Costs

included in payments previously sought by Cardean or the effect of any such Unallowable Costs

on the amount of such payments

d Nothing in this Stipulation shall constitute a waiver of the rights of the

United States to audit examine or re-examine Cardeans books and records to determine that no

Unallowable Costs have been claimed in accordance with the provisions of this paragraph

e The United States reserves its right to disagree with any calculations

submitted by Cardean or the effect of inclusion of unallowable costs (as defined in this

paragraph) on Cardean or any of its subsidiaries or affil iates or the effect of inclusion of

Unallowable Costs (as defined in this paragraph) on Cardean or any of its subsidiaries or

affiliates cost reports cost statements or information reports (including CFRs and appeals)

15 Except as expressly provided to the contrary in this Stipulation this Stipulation is

intended to be for the benefit of the Parties only The Parties do not release any claims against

any other person or entity except as provided in paragraphs 46 7 12 and 13

16 This Stipulation is governed by the laws of the United States The exclusive

jurisdiction and venue for any dispute relating to this Stipulation is the United States District

Court for the Southern District of New York For purposes of construing this Stipulation this

Stipulation shall be deemed to have been drafted by all Parties to this Stipulation and shall not

I

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 11 of 16

therefore be construed against any Party for that reason in any subsequent dispute

17 Each party and signatory to this Stipulation represents that it freely and

voluntarily enters into this Stipulation without any degree of duress or compulsion

18 This Stipulation constitutes the complete agreement between the Parties This

Stipulation may not be amended except by written consent of the Parties

19 The undersigned counsel and other signatories represent and warrant that they are

fully authorized to execute this Stipulation on behalf of the persons and entities indicated below

20 This Stipulation may be executed in counterparts each of which constitutes an

original and all of which constitute one and the same Stipulation Facsimiles of signatures shall

constitute acceptable binding signatures for purposes of this Stipulation

21 Any failure by the United States to insist upon the strict performance of any of the

provisions of this StipUlation shall not be deemed a waiver of any of the provisions hereof and

the United States notwithstanding that failure shall have the right thereafter to insist upon strict

performance of any and all of the provisions of this Stipulation

22 Any notices pursuant to this Stipulation shall be in writing and shall unless

expressly provided otherwise herein be given by hand delivery express courier email or

facsimile transmission followed by postage-prepaid mail and shall be addressed as follows

TO THE UNITED STATES

Heidi A Wendel and Mara E Trager United States Attorneys Office Southern District of New York 86 Chambers Street 3rd Floor New York NY 10007 Tel (212) 637-26362799

12

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 12 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

12 Cardean fully and finally releases the United States and its agencies employees

servants and agents from any claims (including attorneys fees costs and expenses of every kind

and however denominated) that Cardean has asserted could have asserted or may assert in the

future against the United States and its agencies employees servants and agents related to the

Covered Conduct and the United States investigation and prosecution thereof provided

however that nothing in this Stipulation shall absolve the Government from any obligation to

pay Cardean any amounts due under any grant cooperative agreement or contract awarded to

Cardean by the United States (Government Agreements) or prevent Cardean from seeking an

equitable adjustment or recovering on any claim for any amounts due to Cardean under any

Government Agreement except as otherwise provided by this Stipulation

13 Cardean fully and finally releases Relator and each of his heirs successors

attorneys agents and assigns from any claims (including attorneys fees costs and expenses of

every kind and however denominated) that Cardean has asserted or could have asserted or may

assert in the future against Relator and his heirs successors attorneys agents and assigns

relating to or arising out of Relators First Amended Qui Tam Complaint or the Federal

Complaint

14 Cardean agrees to the following

a Unallowable Costs Defined All costs (as defined in the Federal

Acquisition Regulation 48 CFR sect 31205-47 and in Titles XVIII and XIX of the Social

Security Act 42 USc sectsect 1395-1395kkk-1 and 1396-1 396w-5 and the regulations and official

program directives promulgated thereunder) incurred by or on behalf of Cardean their present or

9

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 9 of 16

former officers directors trustees employees and agents in connection with

(I) the matters covered by this Stipulation

(2) the United States audit(s) and civil and any criminal

investigation(s) of the matters covered by this Stipulation

(3) Cardeans investigation defense and corrective actions

undertaken in response to the United States audit(s) and civil and any criminal investigation(s)

in connection with the matters covered by this Stipulation (including attorneys fees)

(4) the negotiation and performance of this Stipulation and

(5) the payments made to the United States pursuant to this Stipulation

and any payments that Cardean or any of Cardeans present or former officers directors

trustees employees and agents make to Relator including for his costs and attorneys fees

b Future Treatment of Unallowable Costs Unallowable Costs shall be

separately determined and accounted for in nonreimbursable cost centers or categories by

Cardean and Cardean shall not charge such Unallowable Costs directly or indirectly to any

contracts with the United States

c Treatment of Unallowable Costs Previously Submitted for Payment

Within 90 days after the Effective Date of this Agreement Cardean shall identify and repay by

adjustment to future claims for payment or otherwise any Unallowable Costs included in

payments previously sought by Cardean or any of its subsidiaries or affiliates from the United

States Cardean agrees that the United States at a minimum shall be entitled to recoup from

Cardean any overpayment plus applicable interest and penalties as a result of the inclusion of

10

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 10 of 16

such Unallowable Costs on previously-submitted requests for payment The United States

including the Department of Justice andor the affected agencies reserves its rights to audit

examine or re-examine Cardeans books and records and to disagree with any calculations

submitted by Cardean or any of its subsidiaries or affiliates regarding any Unallowable Costs

included in payments previously sought by Cardean or the effect of any such Unallowable Costs

on the amount of such payments

d Nothing in this Stipulation shall constitute a waiver of the rights of the

United States to audit examine or re-examine Cardeans books and records to determine that no

Unallowable Costs have been claimed in accordance with the provisions of this paragraph

e The United States reserves its right to disagree with any calculations

submitted by Cardean or the effect of inclusion of unallowable costs (as defined in this

paragraph) on Cardean or any of its subsidiaries or affil iates or the effect of inclusion of

Unallowable Costs (as defined in this paragraph) on Cardean or any of its subsidiaries or

affiliates cost reports cost statements or information reports (including CFRs and appeals)

15 Except as expressly provided to the contrary in this Stipulation this Stipulation is

intended to be for the benefit of the Parties only The Parties do not release any claims against

any other person or entity except as provided in paragraphs 46 7 12 and 13

16 This Stipulation is governed by the laws of the United States The exclusive

jurisdiction and venue for any dispute relating to this Stipulation is the United States District

Court for the Southern District of New York For purposes of construing this Stipulation this

Stipulation shall be deemed to have been drafted by all Parties to this Stipulation and shall not

I

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 11 of 16

therefore be construed against any Party for that reason in any subsequent dispute

17 Each party and signatory to this Stipulation represents that it freely and

voluntarily enters into this Stipulation without any degree of duress or compulsion

18 This Stipulation constitutes the complete agreement between the Parties This

Stipulation may not be amended except by written consent of the Parties

19 The undersigned counsel and other signatories represent and warrant that they are

fully authorized to execute this Stipulation on behalf of the persons and entities indicated below

20 This Stipulation may be executed in counterparts each of which constitutes an

original and all of which constitute one and the same Stipulation Facsimiles of signatures shall

constitute acceptable binding signatures for purposes of this Stipulation

21 Any failure by the United States to insist upon the strict performance of any of the

provisions of this StipUlation shall not be deemed a waiver of any of the provisions hereof and

the United States notwithstanding that failure shall have the right thereafter to insist upon strict

performance of any and all of the provisions of this Stipulation

22 Any notices pursuant to this Stipulation shall be in writing and shall unless

expressly provided otherwise herein be given by hand delivery express courier email or

facsimile transmission followed by postage-prepaid mail and shall be addressed as follows

TO THE UNITED STATES

Heidi A Wendel and Mara E Trager United States Attorneys Office Southern District of New York 86 Chambers Street 3rd Floor New York NY 10007 Tel (212) 637-26362799

12

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 12 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

former officers directors trustees employees and agents in connection with

(I) the matters covered by this Stipulation

(2) the United States audit(s) and civil and any criminal

investigation(s) of the matters covered by this Stipulation

(3) Cardeans investigation defense and corrective actions

undertaken in response to the United States audit(s) and civil and any criminal investigation(s)

in connection with the matters covered by this Stipulation (including attorneys fees)

(4) the negotiation and performance of this Stipulation and

(5) the payments made to the United States pursuant to this Stipulation

and any payments that Cardean or any of Cardeans present or former officers directors

trustees employees and agents make to Relator including for his costs and attorneys fees

b Future Treatment of Unallowable Costs Unallowable Costs shall be

separately determined and accounted for in nonreimbursable cost centers or categories by

Cardean and Cardean shall not charge such Unallowable Costs directly or indirectly to any

contracts with the United States

c Treatment of Unallowable Costs Previously Submitted for Payment

Within 90 days after the Effective Date of this Agreement Cardean shall identify and repay by

adjustment to future claims for payment or otherwise any Unallowable Costs included in

payments previously sought by Cardean or any of its subsidiaries or affiliates from the United

States Cardean agrees that the United States at a minimum shall be entitled to recoup from

Cardean any overpayment plus applicable interest and penalties as a result of the inclusion of

10

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 10 of 16

such Unallowable Costs on previously-submitted requests for payment The United States

including the Department of Justice andor the affected agencies reserves its rights to audit

examine or re-examine Cardeans books and records and to disagree with any calculations

submitted by Cardean or any of its subsidiaries or affiliates regarding any Unallowable Costs

included in payments previously sought by Cardean or the effect of any such Unallowable Costs

on the amount of such payments

d Nothing in this Stipulation shall constitute a waiver of the rights of the

United States to audit examine or re-examine Cardeans books and records to determine that no

Unallowable Costs have been claimed in accordance with the provisions of this paragraph

e The United States reserves its right to disagree with any calculations

submitted by Cardean or the effect of inclusion of unallowable costs (as defined in this

paragraph) on Cardean or any of its subsidiaries or affil iates or the effect of inclusion of

Unallowable Costs (as defined in this paragraph) on Cardean or any of its subsidiaries or

affiliates cost reports cost statements or information reports (including CFRs and appeals)

15 Except as expressly provided to the contrary in this Stipulation this Stipulation is

intended to be for the benefit of the Parties only The Parties do not release any claims against

any other person or entity except as provided in paragraphs 46 7 12 and 13

16 This Stipulation is governed by the laws of the United States The exclusive

jurisdiction and venue for any dispute relating to this Stipulation is the United States District

Court for the Southern District of New York For purposes of construing this Stipulation this

Stipulation shall be deemed to have been drafted by all Parties to this Stipulation and shall not

I

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 11 of 16

therefore be construed against any Party for that reason in any subsequent dispute

17 Each party and signatory to this Stipulation represents that it freely and

voluntarily enters into this Stipulation without any degree of duress or compulsion

18 This Stipulation constitutes the complete agreement between the Parties This

Stipulation may not be amended except by written consent of the Parties

19 The undersigned counsel and other signatories represent and warrant that they are

fully authorized to execute this Stipulation on behalf of the persons and entities indicated below

20 This Stipulation may be executed in counterparts each of which constitutes an

original and all of which constitute one and the same Stipulation Facsimiles of signatures shall

constitute acceptable binding signatures for purposes of this Stipulation

21 Any failure by the United States to insist upon the strict performance of any of the

provisions of this StipUlation shall not be deemed a waiver of any of the provisions hereof and

the United States notwithstanding that failure shall have the right thereafter to insist upon strict

performance of any and all of the provisions of this Stipulation

22 Any notices pursuant to this Stipulation shall be in writing and shall unless

expressly provided otherwise herein be given by hand delivery express courier email or

facsimile transmission followed by postage-prepaid mail and shall be addressed as follows

TO THE UNITED STATES

Heidi A Wendel and Mara E Trager United States Attorneys Office Southern District of New York 86 Chambers Street 3rd Floor New York NY 10007 Tel (212) 637-26362799

12

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 12 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

such Unallowable Costs on previously-submitted requests for payment The United States

including the Department of Justice andor the affected agencies reserves its rights to audit

examine or re-examine Cardeans books and records and to disagree with any calculations

submitted by Cardean or any of its subsidiaries or affiliates regarding any Unallowable Costs

included in payments previously sought by Cardean or the effect of any such Unallowable Costs

on the amount of such payments

d Nothing in this Stipulation shall constitute a waiver of the rights of the

United States to audit examine or re-examine Cardeans books and records to determine that no

Unallowable Costs have been claimed in accordance with the provisions of this paragraph

e The United States reserves its right to disagree with any calculations

submitted by Cardean or the effect of inclusion of unallowable costs (as defined in this

paragraph) on Cardean or any of its subsidiaries or affil iates or the effect of inclusion of

Unallowable Costs (as defined in this paragraph) on Cardean or any of its subsidiaries or

affiliates cost reports cost statements or information reports (including CFRs and appeals)

15 Except as expressly provided to the contrary in this Stipulation this Stipulation is

intended to be for the benefit of the Parties only The Parties do not release any claims against

any other person or entity except as provided in paragraphs 46 7 12 and 13

16 This Stipulation is governed by the laws of the United States The exclusive

jurisdiction and venue for any dispute relating to this Stipulation is the United States District

Court for the Southern District of New York For purposes of construing this Stipulation this

Stipulation shall be deemed to have been drafted by all Parties to this Stipulation and shall not

I

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 11 of 16

therefore be construed against any Party for that reason in any subsequent dispute

17 Each party and signatory to this Stipulation represents that it freely and

voluntarily enters into this Stipulation without any degree of duress or compulsion

18 This Stipulation constitutes the complete agreement between the Parties This

Stipulation may not be amended except by written consent of the Parties

19 The undersigned counsel and other signatories represent and warrant that they are

fully authorized to execute this Stipulation on behalf of the persons and entities indicated below

20 This Stipulation may be executed in counterparts each of which constitutes an

original and all of which constitute one and the same Stipulation Facsimiles of signatures shall

constitute acceptable binding signatures for purposes of this Stipulation

21 Any failure by the United States to insist upon the strict performance of any of the

provisions of this StipUlation shall not be deemed a waiver of any of the provisions hereof and

the United States notwithstanding that failure shall have the right thereafter to insist upon strict

performance of any and all of the provisions of this Stipulation

22 Any notices pursuant to this Stipulation shall be in writing and shall unless

expressly provided otherwise herein be given by hand delivery express courier email or

facsimile transmission followed by postage-prepaid mail and shall be addressed as follows

TO THE UNITED STATES

Heidi A Wendel and Mara E Trager United States Attorneys Office Southern District of New York 86 Chambers Street 3rd Floor New York NY 10007 Tel (212) 637-26362799

12

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 12 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

therefore be construed against any Party for that reason in any subsequent dispute

17 Each party and signatory to this Stipulation represents that it freely and

voluntarily enters into this Stipulation without any degree of duress or compulsion

18 This Stipulation constitutes the complete agreement between the Parties This

Stipulation may not be amended except by written consent of the Parties

19 The undersigned counsel and other signatories represent and warrant that they are

fully authorized to execute this Stipulation on behalf of the persons and entities indicated below

20 This Stipulation may be executed in counterparts each of which constitutes an

original and all of which constitute one and the same Stipulation Facsimiles of signatures shall

constitute acceptable binding signatures for purposes of this Stipulation

21 Any failure by the United States to insist upon the strict performance of any of the

provisions of this StipUlation shall not be deemed a waiver of any of the provisions hereof and

the United States notwithstanding that failure shall have the right thereafter to insist upon strict

performance of any and all of the provisions of this Stipulation

22 Any notices pursuant to this Stipulation shall be in writing and shall unless

expressly provided otherwise herein be given by hand delivery express courier email or

facsimile transmission followed by postage-prepaid mail and shall be addressed as follows

TO THE UNITED STATES

Heidi A Wendel and Mara E Trager United States Attorneys Office Southern District of New York 86 Chambers Street 3rd Floor New York NY 10007 Tel (212) 637-26362799

12

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 12 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

TO DEFENDANT CARDEAN

Richard V Sandler Maron amp Sandler LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

TO RELATOR

David A Koenigsberg MENZ BONNER KOMAR amp KOENIGSBERG LLP 444 Madison A venue 39th Floor New York New York 10022 Telephone (212) 223-2100

23 The effective date of this Stipulation is the date upon which this Stipulation is

entered by this Court (the Effective Date)

THE UNITED STATES OF AMERICA

Dated New York New York ) December ~ 2012

PREET BHARARA United States Attorney for the Southern District of New York

Yt middot(4afQ~By HEIDI A WENDEL MARA E TRAGER Assistant United States Attorneys 86 Chambers Street 3rd floor New York New York 10007 Tel (212) 637-26362799 Fax (212) 637-2686

13

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 13 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

UNext Inc and UNe t LLC

~yensectA_~ MARON amp SANDLERLLP

CARDEAN LEARING GROUP INC UNEXT INC AND UNEXT LLC

Dated December 182012

RICHARD SANDLER Attorney for Defendant Cardean Learning Group Inc

By

1250 4 til Street Suite 550 Santa Monica CA 90401-1304 Tel (310) 570-4905

RELATOR

Dated December _ 2012

Gurumurthy Kalyanaram Relator

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 14 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

CARDEAN LEARfNG GROUP INC UNEXT fNC AND UNEXT LLC

Dated December 2012

RlCHARD SANDLER Attorney for Defendant Cardean Learning Group Inc UNext Inc and UNext LLC

By MARON amp SANDLER LLP 1250 4th Street Suite 550 Santa Monica CA 90401-1304 TeJ (310) 570-4905

RELATOR

Dated December t8 2012

14

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 15 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16

Dated New York ~w York December I D 2012

SO ORDERED

HONORABLE JOHN F KEENAN United States District Judge

MENZ BONNER KOMAR amp KOENIGSBERG LLP Attorneys for Relator

_~ttPl~By David A Koenig 444 Madison Avenue 39th Floor New York New York (0022 Tel (212) 2232 (00 Fax (212) 2232185

15

Case 107-cv-09307-JFK Document 36 Filed 122612 Page 16 of 16