EXHIBIT 10.20 SONOMA COLLEGE, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT ("AGREEMENT") made as of this 13 day of July, 2005 between Sonoma College, Inc., a California corporation (the "COMPANY"), and the undersigned (the "SUBSCRIBER")....Subscription Agreement • July 21st, 2005 • Sonoma College Inc • Services-educational services • New York
EXHIBIT 10.27 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of August 9, 2006 among Sonoma College, Inc., a California corporation (the "COMPANY"), and each purchaser identified on the signature pages...Securities Purchase Agreement • August 14th, 2006 • Sonoma College Inc • Services-educational services • New York
ARTICLE IRevolving Credit Agreement • July 21st, 2005 • Sonoma College Inc • Services-educational services • New York
RECITALSAgreement and Plan of Merger • March 22nd, 2005 • Sonoma College Inc • Services-educational services • New York
AMONGStock Purchase Agreement • March 22nd, 2005 • Sonoma College Inc • Services-educational services • New York
EXHIBIT 10.28 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of August 9, 2006, among Sonoma College, Inc., a California corporation (the "COMPANY"), and the several purchasers signatory...Registration Rights Agreement • August 14th, 2006 • Sonoma College Inc • Services-educational services
SONOMA COLLEGE, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT ("AGREEMENT") made as of February 9, 2004 among Sonoma College, Inc., a California corporation (the "COMPANY"), Gregg Greenberg ("GREENBERG"), Robert Gutman ("R GUTMAN"), Eliot Smith...Subscription Agreement • July 21st, 2005 • Sonoma College Inc • Services-educational services • New York
EX-10.24 SONOMA COLLEGE, INC. AMENDED AND RESTATED 2004 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of October 24, 2005, by and between SONOMA COLLEGE, INC. (the "Company"), a California...Nonqualified Stock Option Agreement • November 2nd, 2005 • Sonoma College Inc • Services-educational services • New York
ANNEX VII NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Sonoma College Inc • November 14th, 2006 • Services-educational services
EXHIBIT 10.21 GUARANTY AGREEMENT GUARANTY AGREEMENT, dated July 13, 2005, made by Charles D. Newman, (the "GUARANTOR"), in favor of Wisse Enterprises LLC(the "GUARANTEED PARTY"). PRELIMINARY STATEMENT. The Guaranteed Party has entered into a Revolving...Guaranty Agreement • July 21st, 2005 • Sonoma College Inc • Services-educational services • New York
ANNEX I BRIDGE LOAN AGREEMENT FORM OF NOTE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Sonoma College Inc • November 14th, 2006 • Services-educational services • New York
EXHIBIT 10.31 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Sonoma College Inc • August 14th, 2006 • Services-educational services • New York
ANNEX I BRIDGE LOAN AGREEMENT FORM OF NOTE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Sonoma College Inc • November 14th, 2006 • Services-educational services • New York
EXHIBIT 10.13 301 HOWARD STREET SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENTOffice Lease Agreement • May 27th, 2005 • Sonoma College Inc • Services-educational services • California
EXHIBIT 10.15 CONSULTANT AGREEMENT This Agreement is made and entered into as of the ___th day of May, 2005, between Sonoma College, Inc. and its subsidiaries (the "Company") and CEOcast, Inc. (the "Consultant") In consideration of and for the mutual...Consultant Agreement • May 27th, 2005 • Sonoma College Inc • Services-educational services • New York
EXHIBIT 10.32 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Sonoma College Inc • August 14th, 2006 • Services-educational services
EX-10.33 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT, dated as of September 1, 2006, is entered into by and between Sonoma College, Inc., a California corporation with headquarters located at 1304 South Point Boulevard, Suite 280, Petaluma,...Bridge Loan Agreement • November 14th, 2006 • Sonoma College Inc • Services-educational services • New York
ANNEX IX SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of September 28, 2006, 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 Lender...Subsidiary Guarantee • November 14th, 2006 • Sonoma College Inc • Services-educational services • New York
EX 10.7 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT AND ASSIGNMENT OF RIGHTS AND EXCLUSIVE LICENSE AND ASSUMPTION OF OBLIGATIONS AND SALE OF CERTAIN ASSETS This FIRST AMENDMENT TO EACH OF EMPLOYMENT AGREEMENT AND ASSIGNMENT OF RIGHTS AND EXCLUSIVE LICENSE...Employment Agreement • November 22nd, 2004 • Sonoma College Inc • California
Exhibit 10.26 CONSORTIUM AGREEMENT This Consortium Agreement made as of the ___th day of ______2005 (the "EFFECTIVE DATE") by and between Sonoma College, Inc., a California corporation having its principal place of business at 1304 South Point...Consortium Agreement • January 13th, 2006 • Sonoma College Inc • Services-educational services • California
RECITALSSecurity Interest and Pledge Agreement • November 14th, 2006 • Sonoma College Inc • Services-educational services • New York
RECITALSConsulting Agreement • May 27th, 2005 • Sonoma College Inc • Services-educational services • New York
EX-4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIAIncorporated Under • November 22nd, 2004 • Sonoma College Inc
transferrable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
SCOTT A. NYKODYM Associate June 8, 2004 Chris Dolan DOLAN LAW FIRM 78 First Street San Francisco, CA 94105 RE: SONOMA COLLEGE PROPOSED AMENDMENT TO LEASE 78 FIRST STREET SAN FRANCISCO, CA Dear Chris: As agent for Sonoma College ("Tenant"), I am...Sonoma College Inc • November 22nd, 2004
AGREEMENT This agreement is between Higher Education Services, LLC (HES) and Western Institute of Science and Health (WISH). Whereas. HES is desirous to develop a degree distance education program to be offered Over the internet in allied health, and...Agreement • March 22nd, 2005 • Sonoma College Inc • Services-educational services
Whereas. HES is desirous to develop a degree distance education program to be offered Over the internet in allied health, and
EX-10.1 SUBLEASE AND DEPOSIT RECEIPT THIS SUBLEASE is part of the Multi-Tenant Office Lease, between the Master Lessor (Grace Development Group Inc.) and the Master Lessee (University of Northern California) dated June 28, 2001 and amended on October...Sonoma College Inc • November 22nd, 2004
RECITALSAssignment of Rights and Exclusive • November 22nd, 2004 • Sonoma College Inc • California
Exhibit 10.17 THE NEW YORK CITY FIRE DEPARTMENT AND SONOMA COLLEGE This agreement ("Agreement") by and between the New York City Fire Department (hereinafter referred to as FDNY) and Sonoma College (hereinafter referred to as SC), each a "Party" and...Sonoma College Inc • July 21st, 2005 • Services-educational services
EX-10.5 SONOMA COLLEGE, INC. Employment Contract with H. John Stalcup Agreement entered into February 26, 2004, between H. John Stalcup, Ph.D. ("Stalcup"), and Sonoma College, Inc. ("Company") 1. SCOPE OF EMPLOYMENT 1.1. SONOMA COLLEGE. Stalcup shall...Sonoma College Inc • November 22nd, 2004 • California
EX-10.2 [LETTERHEAD OF UNIVERSITY OF NORTHERN CALIFORNIA] AMENDMENT TO SUBLEASE AND DEPOSIT RECEIPT THIS AMENDMENT TO THE SUBLEASE is part of the Multi-Tenant Office Lease, between the Master Lessor (Grace Development Group Inc.) and the Master Lessee...Sonoma College Inc • November 22nd, 2004
EX 10.8 CONSORTIUM AGREEMENT This Academic Consortium Agreement made as of the 21st day of October 2004 (the "Effective Date") by and between Sonoma College, Inc., a California corporation having its principal place of business at 1304 South Point...Consortium Agreement • March 22nd, 2005 • Sonoma College Inc • Services-educational services • California
