EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into as of February 12, 2004, by and among Trinity Learning Corporation, a Utah corporation ("Trinity" or the "Acquirer"), the shareholders of Virtual Learning...Escrow Agreement • March 2nd, 2004 • Trinity Learning Corp • Services-educational services • California
EXHIBIT 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Trinity Learning Corp • September 7th, 2004 • Services-educational services • New York
EXHIBIT 10.73 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into on July 29, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Oceanus Value Fund, L.P....Registration Rights Agreement • August 13th, 2004 • Trinity Learning Corp • Services-educational services • Kansas
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2007 • TWL Corp • Services-educational services
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2007 among TWL Corporation, a Utah corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”). THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SUPERSEDES IN ITS ENTIRETY THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 31, 2006 BY AND AMONG THE COMPANY AND THE PURCHASERS OTHER THAN TRINITY INVESTMENT, G.P.
AGREEMENT ---------Security Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
FOR VALUE RECEIVED, the Company promises to pay to ________________________ or its registered assigns (the "Holder"), or shall have paid pursuant to the ------ terms hereunder, the principal sum of $_______________ by March 31, 2010, or such earlier...Trinity Learning Corp • April 3rd, 2006 • Services-educational services • New York
SECURITY AGREEMENT, dated as of March 31, 2006 (this "Agreement"), --------- among Trinity Learning Corporation, a Utah corporation (the "Company") and all ------- of the Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the...Security Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services • New York
RECITALS --------Lease Agreement • November 13th, 2006 • TWL Corp • Services-educational services
EXHIBIT 10.68 TERMINATION AGREEMENT This Termination Agreement ("Agreement") is entered into as of July 23, 2004 by and among Trinity Learning Corporation, a Utah corporation ("Trinity"), ProsoftTraining, a Nevada corporation ("Prosoft"), and MTX...Termination Agreement • August 13th, 2004 • Trinity Learning Corp • Services-educational services
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2006, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
Exhibit 10.33 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the 9th day of May, 2006 by and between CaganCo Incorporated, with an office located at 903 Laguna Street, Santa Barbara, California 93101-1404...Consulting Agreement • June 14th, 2006 • Trinity Learning Corp • Services-educational services • California
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 1, 2006, by --------- and between Trinity Learning Corporation, a Utah corporation (the "Company"), ------- and Dennis J. Cagan, an individual (the "Executive"). Certain definitions...Employment Agreement • September 7th, 2006 • Trinity Learning Corp • Services-educational services • Texas
EXHIBIT 10.1 TRINITY LEARNING CORPORATION SECURITIES PURCHASE AGREEMENT August 31, 2004Securities Purchase Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
AMENDMENT NO. 1Trinity Learning Corp • February 2nd, 2005 • Services-educational services • New York
Debentures" means, the Convertible Debentures due, subject to the terms ------------ therein, 4 years from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A. ----------Securities Purchase Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 1st, 2006, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Patrick Quinn, an individual (the "Executive")....Employment Agreement • May 23rd, 2006 • Trinity Learning Corp • Services-educational services • Utah
This Stock Pledge Agreement (this "Agreement"), dated as of August 31, 2006, --------- among Laurus Master Fund, Ltd. (the "Pledgee"), Trinity Learning Corporation, a ------- Utah corporation (the "Company"), and each of the other undersigned parties...Stock Pledge Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
COMMON STOCK PURCHASE WARRANT To Purchase _________ Shares of Common Stock of TWL CORPORATIONTWL Corp • March 20th, 2007 • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TWL Corporation , a Utah corporation (the “Company”), up to _______ shares (an amount of shares of Common Stock, no par value per share, of the Company (the “Common Stock”), equal to forty (40%) percent of the number of Common Stock shares that the Purchaser would receive if it converted the amount of Debentures purchased on the Closing Date into Common Stock of the Company) (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
RECITALS:Securities Purchase Agreement • March 2nd, 2004 • Trinity Learning Corp • Services-educational services • Utah
ACQUISITION AGREEMENT between GREAT OWL LIMITED (a company incorporated in accordance with the laws of the British Virgin Islands under Registration Number 541543) (collectively "the seller") and TRINITY LEARNING CORPORATION (a company incorporated in...Acquisition Agreement • September 16th, 2003 • Trinity Learning Corp • Services-educational services • England
ARTICLE I INTEREST & AMORTIZATIONTrinity Learning Corp • September 7th, 2004 • Services-educational services • New York
RECITALSAgreement and Plan of Merger • August 21st, 2002 • Trinity Co Inc • Crude petroleum & natural gas • Utah
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services
ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into as a deed as of this 1st day of September 2003, by and among Trinity Learning Corporation, a Utah corporation under Entity Number 5118314-0142 ("Trinity"), Great...Escrow Agreement • September 16th, 2003 • Trinity Learning Corp • Services-educational services • England
EXHIBIT 10.88 [LETTERHEAD OF MCC FINANCIAL SERVICES ADVISORS, INC.] October 1, 2004 Mr. Doug Cole Trinity Learning Corporation 1831 Second Street Berkeley, CA 94710 Re: Letter Agreement Dear Doug: Following our recent conversations, we are pleased to...Trinity Learning Corp • December 3rd, 2004 • Services-educational services • Utah
EXHIBIT 10.8 TRINITY LEARNING CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Ltd. P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands...Trinity Learning Corp • September 7th, 2004 • Services-educational services • New York
EXHIBIT 10.67 AGREEMENT AND PLAN OF MERGER dated as of February 22, 2004Agreement and Plan of Merger • August 13th, 2004 • Trinity Learning Corp • Services-educational services • Utah
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 20th, 2007 • TWL Corp • Services-educational services • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 13, 2007 (this “Agreement”), is among TWL Corporation , a Utah corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 15% Senior Secured Convertible Debenture due March 31, 2010 and March 13, 2011 in the original aggregate principal amount of up to $8,500,000 (each, a “Debenture,” and collectively, the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”). THIS AMENDED AND RESTATED SECURITY AGREEMENT SUPERSEDES IN ITS ENTIRETY THAT CERTAIN SECURITY AGREEMENT, DATED AS OF MARCH 31, 2006 BY AND AMONG THE COMPANY AND THE DEBTORS OTHER THAN TRINITY INVESTMENT, G.P.
Exhibit 4.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT -----------------------------------------Intellectual Property Security Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services
TRINITY COMPANIES, INC. STOCK PURCHASE AGREEMENT ------------------------- This Stock Purchase Agreement (the "Agreement") is made as of the 1st day of October, 2002, by and between Trinity Companies, Inc., a Utah corporation (the "Company") and Doug...Stock Purchase Agreement • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of August 20, 2002 by and between Trinity Companies, Inc., a Utah corporation (the "Company"), and the purchasers, severally and not jointly,...Note and Warrant Purchase Agreement • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
Bridgewater Capital Corporation 610 Newport Center Drive Suite 830 Newport Beach, CA 92660Trinity Learning Corp • August 13th, 2004 • Services-educational services • California
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 20th, 2007 • TWL Corp • Services-educational services • New York
SUBSIDIARY GUARANTEE, dated as of March 31, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between TWL Corporation, a Utah corporation (the “Company”) and the Purchasers. THIS AMENDED AND RESTATED SUBSIDIARY GUARANTEE SUPERSEDES IN ITS ENTIRETY THAT CERTAIN SUBSIDIARY GUARANTEE, DATED AS OF MARCH 31, 2006 BY AND AMONG THE COMPANY AND THE PURCHASERS OTHER THAN TRINITY INVESTMENT, G.P.
RECITALSAgreement and Plan of Reorganization • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
