REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 28, 2015, between Greenwood Hall, Inc., a Nevada corporation (the “Company”), and each of the holders of the Registrable Securities (as hereinafter defined) signatory hereto (each such holder, a “Holder” and, collectively, the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 25th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • Nevada
THIS AGREEMENT (this “Agreement”) is entered into, effective as of [Insert Date], by and between Greenwood Hall, Inc., a Nevada corporation (the “Company”), and [Insert Name of Director or Officer] (“Indemnitee”).
GREENWOOD HALL, INC. NOTICE OF GRANT OF STOCK OPTIONStock Option Agreement • March 25th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • Nevada
Greenwood Hall, Inc. (the “Company”) has granted to the Participant an option (the “Option”) to purchase certain shares of Stock (the “Option Shares”) pursuant to the Greenwood Hall, Inc. 2014 Stock Plan (the “Plan”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2017 • Greenwood Hall, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September ___, 2017, between Greenwood Hall Inc., a Nevada corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENT by and between MORIAH EDUCATION MANAGEMENT LLC as Lender, and GREENWOOD HALL, INC., and PCS LINK, INC. jointly and severally, as Borrower Dated: October __, 2016Loan and Security Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
LOAN AND SECURITY AGREEMENT, dated as of October 14, 2016, by and among GREENWOOD HALL, INC., a Nevada corporation with a principal place of business at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90025 (“Greenwood”), PCS LINK, INC., a California corporation with a principal place of business at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90025 (“PCS” and, together with Greenwood, jointly and severally, “Borrower”), and MORIAH EDUCATION MANAGEMENT LLC, a Delaware limited liability company with offices at 1 University Plaza, Hackensack, NJ 07601 (together with its successors and assigns, the “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2012 • Divio Holdings, Corp.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
THIS PLEDGE AND SECURITY AGREEMENT dated as of this __ day of October 2016 (the “Pledge Agreement”) is made by GREENWOOD HALL, INC., a Nevada corporation (“Pledgor”), in favor of MORIAH EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Lender”).
CONTINUING GUARANTYContinuing Guaranty • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
This Continuing Guaranty, dated as of October __, 2016 (“Guaranty”), is by John Hall, an individual (“Guarantor”), in favor of Moriah Education Management, LLC, a Delaware limited liability company (“Lender”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • December 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
DESCRIPTION OF EXISTING INDEBTEDNESS: ORIGINAL PROMISSORY NOTE DATED OCTOBER 21, 2010 AS EXTENDED AND RENEWED FROM TIME TO TIME, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF A PROMISSORY NOTE DATED MAY 28, 2013, IN THE AMOUNT OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (“CUB RLOC”) EXECUTED AND DELIVERED TO CALIFORNIA UNITED BANK (“LENDER”) AND AMENDED FROM TIME TO TIME THEREAFTER.
CONSENT, WAIVER AND AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTEGreenwood Hall, Inc. • April 15th, 2015 • Services-management consulting services
GREENWOOD HALL, INC. a Nevada corporation (including any successor in interest thereto, “Payor” or the “Company”). COLGAN FINANCIAL GROUP, INC., a Connecticut corporation (“CFG”) and ROBERT LOGAN (“Logan.” and together with CFG, the “Holder”), are parties to that certain Secured Convertible Promissory Note (the “Note”) dated December 18, 2014, and desire to amend such Note pursuant to this Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) dated as of April 13. 2015 (the “Effective Date). Capitalized terms used, but not otherwise defined, shall have the meanings set forth in the Note.
PROFESSIONAL SERVICES AGREEMENT BETWEEN GREENWOOD HALL AND CONCORDIA UNIVERSITYProfessional Services Agreement • March 6th, 2017 • Greenwood Hall, Inc. • Services-management consulting services • California
This Services Agreement (“Agreement”) is made and entered into by and between Greenwood Hall, a division of PCS Link, Inc., (“Greenwood Hall”), a California corporation with its registered address at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, California 90025, and Concordia University (“Client” or “Concordia University”) with its address at 2811 Northeast Holman Street, Portland, Oregon 97211 as of the16 thday of March 2016 (“Effective Date”). Greenwood Hall and Concordia Universitymay be individually or collectively referred to as a “Party” or “Parties”.
Borrower: PCS LINK, INC. 1936 E DEERE AVE STE 120 SANTA ANA, CA 92705-5732 Lender: CALIFORNIA UNITED BANK ENCINO HEADQUARTERS 15821 VENTURA BOULEVARD SUITE 100 ENCINO, CA 91436-5203Business Loan Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • California
THIS BUSINESS LOAN AGREEMENT dated October 21, 2010, is made and executed between PCS LINK, INC. (“Borrower”) and CALIFORNIA UNITED BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
CONSENT, WAIVER AND AMENDMENT NO. 3 TO SECURED CONVERTIBLE PROMISSORY NOTE AND LETTER AGREEMENTAnd Letter Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • Connecticut
GREENWOOD HALL, INC. a Nevada corporation (including any successor in interest thereto, “Company”), COLGAN FINANCIAL GROUP, INC., a Connecticut corporation (“CFG”) and ROBERT LOGAN (“Logan,” and together with CFG, the “Holder”), are parties to that certain Secured Convertible Promissory Note, dated December 18, 2014; Consent, Waiver and Amendment No. 1 (“First Amendment”) to Secured Convertible Promissory Note dated April 13, 2015; and Consent, Waiver and Amendment No. 2 (“Second Amendment”) to Secured Convertible Promissory Note dated September 15, 2015 (collectively, as hereafter amended, the “Note”), together with a Letter Agreement dated December 18, 2014 between the Company and the Holder (the “Letter Agreement”); and desire to further amend such Note and Letter Agreement pursuant to this Consent, Waiver and Amendment No. 3 to Secured Convertible Promissory Note (this “Amendment”), which Amendment is hereby dated as of October __, 2016 (the “Effective Date). Capitalized terms used
First Amendment, Waiver and Ratification dated as of December 12, 2014 Among PCS Link, Inc. d/b/a Greenwood & Hall, as the Borrower, Greenwood Hall, Inc., as the Guarantor, and Opus Bank as Bank Re Amended and Restated Credit Agreement dated as of...Credit Agreement • December 15th, 2014 • Greenwood Hall, Inc. • Services-management consulting services • California
This First Amendment, Waiver and Ratification dated as of December 12, 2014 (this “Amendment”) is by and among (a) PCS Link, Inc. d/b/a Greenwood & Hall, a California corporation (the “Borrower”), (b) Greenwood Hall, Inc., a Nevada corporation (the “Guarantor” and together with the Borrower, the “Credit Parties”), and (c) Opus Bank, a California commercial bank, as Bank (“Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.
Amended and Restated Credit AgreementCredit Agreement • March 25th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
This Amended and Restated Credit Agreement (the “Agreement”) dated as of July 18, 2014, is hereby entered into by and Among Opus Bank (the “Bank”), and its successors and assigns, whose address is 19900 MacArthur Boulevard, Irvine, California 92612, PCS Link, Inc. d/b/a Greenwood & Hall, a California corporation (“Borrower”), whose address is 1936 East Deere Avenue, #120, Santa Ana, California 92705 and Greenwood Hall, Inc., a Nevada corporation (formerly known as Divio Holdings Corp., a Nevada corporation) (“Guarantor” and together with the Borrower, the “Credit Parties”) whose address is 1936 East Deere Avenue, #120, Santa Ana, California 92705.
EXCHANGE AGREEMENTExchange Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services
This Exchange Agreement (the “Agreement”) is entered into as of the 3rd day of October, 2016, by and among Greenwood Hall, Inc., a Nevada corporation with offices located at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90205 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
CONSENT, WAIVER AND AMENDMENT NO. 5 TO SECURED PROMISSORY NOTEGreenwood Hall, Inc. • December 6th, 2016 • Services-management consulting services
PCS Link, Inc. (“Borrower”) is the borrower under that certain Secured Promissory Note (the “Note”) dated December 23, 2013, as amended, payable to Colgan Financial Group, Inc., a Connecticut corporation (“Lender”). Borrower and Lender desire to amend such Note pursuant to this Amendment No. 5 to Secured Promissory Note (this “Amendment”) dated as of October __, 2016 (the “Effective Date”), and Greenwood Hall, Inc. (“Greenwood Hall”), the parent of Borrower, desires to become an party to and enter into and join this Amendment as set forth below. Capitalized terms used, but not otherwise defined, shall have the meanings set forth in the Note.
FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN GREENWOOD HALL AND CONCORDIA UNIVERSITYProfessional Services Agreement • March 6th, 2017 • Greenwood Hall, Inc. • Services-management consulting services • California
THIS FIRST AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (the “Amendment”) is entered into by and between Concordia University (“Concordia”) and PCS Link, Inc. d/b/a Greenwood Hall, a California corporation (“Greenwood Hall”), and is effective as of the 24th day of February, 2017 (“Effective Date”).
ContractGreenwood Hall, Inc. • September 8th, 2017 • Services-management consulting services
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GREENWOOD HALL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2017 • Greenwood Hall, Inc. • Services-management consulting services • California
This Employment Agreement (this “Agreement”) is made effective as of March 6, 2017 (the “Effective Date”), by and between Greenwood Hall, Inc., a Nevada corporation (“Company”) and Timothy Boris (“Executive”).
DIVIO HOLDINGS, CORP. (to be renamed greenwood Hall, inc.) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of June 30, 2014, is made by and between Divio Holdings, Corp. (to be renamed Greenwood Hall, Inc.), a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”).
NON-U.S. AND NON-CANADIAN SUBSCRIBERS ONLY) DIVIO HOLDINGS, CORP. (to be renamed GREENWOOD HALL, INC.) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (UNITS – US$1.00 PER UNIT) INSTRUCTIONS TO PURCHASERSubscription Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • Nevada
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Divio Holdings, Corp. (to be renamed Greenwood Hall, Inc.) (the “Company”) that number of units of the Company (each, a “Unit”) set out below at a price of US$1.00 per Unit. Each Unit is comprised of one share of common stock of the Company (each, a “Share”) and one non-transferable common stock purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one share of common stock of the Company (each, a “Warrant Share”) at a price of US$1.30 per Warrant Share until 5:00 p.m. (Pacific time) on the date of expiration of the Warrant, which is 24 months following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units”.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts
GREENWOOD HALL, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 55 A Cliff View Drive, Green Bay, Auckland, New Zealand
THIRD AMENDMENT, WAIVER AND RATIFICATION dated as of September 15, 2015 by and among PCS LINK, INC. d/b/a GREENWOOD & HALL, as the Borrower, GREENWOOD HALL, INC. and JOHN HALL as the Guarantors, and OPUS BANK, as the Bank Re Amended and Restated...Waiver and Ratification • December 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • California
THIS THIRD AMENDMENT, WAIVER AND RATIFICATION dated as of September __, 2015 (this “Amendment”), is entered into by and among (a) PCS LINK, INC., a California corporation d/b/a Greenwood & Hall (“Borrower”), (b) GREENWOOD HALL, INC., a Nevada corporation, and JOHN HALL, an individual (each, a “Guarantor,” collectively, the “Guarantors,” and together with Borrower, the “Credit Parties”), and (c) OPUS BANK, a California banking corporation (“Bank”).
CONSENT, WAIVER AND AMENDMENT NO. 4 TO SECURED PROMISSORY NOTELetter Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
PCS Link, Inc. (“Borrower”) is the borrower under that certain Secured Promissory Note (the “Note”) dated December 23, 2013, as amended, payable to Colgan Financial Group, Inc., a Connecticut corporation (“Lender”), Borrower and Lender desire to amend such Note pursuant to this Amendment No. 4 to Secured Promissory Note (this “Amendment”) dated as of April 13, 2015 (the “Effective Date”), and Greenwood Hall, Inc. (“Greenwood Hall”), the parent of Borrower, desires to become an party to and enter into and join this Amendment as set forth below. Capitalized terms used, but not otherwise defined, shall have the meanings set forth in the Note.
OFFICE LEASE AGREEMENT UNION HILLS OFFICE PLAZAOffice Lease Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • Arizona
THIS OFFICE LEASE AGREEMENT is made and entered into as of the Effective Date by and between AX UNION HILLS L.P., a Delaware limited partnership, as Landlord, and GREENWOOD HALL, INC., a Nevada corporation, as Tenant.
April 13,2015Greenwood Hall, Inc. • April 15th, 2015 • Services-management consulting services
Reference is made to the Amended and Restated Subordination Agreement dated July 18, 2014, by and among PCS Link, Inc., a California corporation, d/b/a Greenwood and Hall (“Borrower”), Greenwood Hall, Inc, a Nevada corporation (“Guarantor” and together with Borrower, the “Credit Parties”), California United Bank (“CUB”), and Opus Bank (“Bank”), as amended by the Omnibus Amendment, Reaffirmation and Ratification, dated as of December 18, 2014 (collectively, the “CUB Subordination Agreement”). Unless otherwise defined herein, all capitalized terms used in this letter shall have the same respective meanings specified for such terms in the CUB Subordination Agreement.
October 13, 2016Credit Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services
Reference is made to the Amended and Restated Credit Agreement dated as of July 18, 2014 (as heretofore amended, restated, supplemented or otherwise modified, the "Loan Agreement"), by and among PCS Link, Inc., a California corporation d/b/a Greenwood & Hall ("Borrower"), Greenwood Hall, Inc., a Nevada corporation, and Opus Bank ("Bank"). All capitalized terms used in this letter agreement without definition shall have the respective meanings specified for such terms in the Loan Agreement.
NOTE PURCHASE AND RESTRUCTURING AGREEMENTNote Purchase and Restructuring Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • Nevada
This NOTE PURCHASE AND RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2016 (the “Effective Date”), by and among Greenwood Hall, Inc., a Nevada corporation (the “Company”), and Redwood Fund, LP, a Delaware limited partnership (“Investor”). Each of the Company and Investor shall hereinafter be referred to as a “Party” and collectively referred to as the “Parties”.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
DESCRIPTION OF EXISTING INDEBTEDNESS: ORIGINAL PROMISSORY NOTE DATED OCTOBER 21, 2010 AS EXTENDED AND RENEWED FROM TIME TO TIME, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF A PROMISSORY NOTE DATED MAY 28, 2013, IN THE AMOUNT OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (“CUB RLOC”) EXECUTED AND DELIVERED TO CALIFORNIA UNITED BANK (“LENDER”)
First Amendment, Waiver and Ratification dated as of December 12, 2014 Among Pcs Link, Inc. d/b/a Greenwood & Hall, as the Borrower, Greenwood Hall, Inc. , as the Guarantor, and Opus Bank as Bank Re Amended and Restated Credit Agreement dated as of...Credit Agreement • December 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • California
This First Amendment, Waiver and Ratification dated as of December 12, 2014 (this “Amendment” ) is by and among (a) PCS Link, Inc. d/b/a Greenwood & Hall, a California corporation (the “Borrower” ), (b) Greenwood Hall, Inc. , a Nevada corporation (the “Guarantor” and together with the Borrower, the “Credit Parties” ), and (c) Opus Bank , a California commercial bank, as Bank ( “Bank” ). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.
SECOND AMENDMENT, WAIVER AND RATIFICATION dated as of April 13, 2015 Among PCS LINK, INC. d/b/a GREENWOOD & HALL, as the Borrower, GREENWOOD HALL, INC. as the Guarantor, and OPUS BANK, as the Bank Re Amended and Restated Credit Agreement dated as of...Waiver And • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • California
THIS SECOND AMENDMENT, WAIVER AND RATIFICATION dated as of April 13, 2015 (this “Amendment”) is by and among (a) PCS LINK, INC., a California corporation d/b/a Greenwood & Hall (“Borrower”), (b) GREENWOOD HALL, INC., a Nevada corporation (“Guarantor,” and together with the Borrower, collectively, “Credit Parties”), and (c) OPUS BANK, a California commercial bank, as Bank (“Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts
DIVIO HOLDINGS, CORP., a company incorporated under the laws of the State of Nevada and having an address at 55 A Cliff View Drive, Green Bay, Auckland, NZ
SETTLEMENT AGREEMENT ANDSettlement Agreement And • February 22nd, 2017 • Greenwood Hall, Inc. • Services-management consulting services • California
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (“Agreement”) is entered as of January 9, 2017, (“Effective Date”) by and between Zantine Greenwood (“Greenwood”) and Greenwood Hall, Inc. (“GHI”). Greenwood and GHI are collectively referred to herein as “Parties,” and individually, a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • California
This Employment Agreement (this “Agreement”) is made, effective as of July 1, 2014, by and between PCS Link, Inc., d/b/a/ Greenwood & Hall, Inc., a corporation organized and existing under the laws of the State of California (“Employer”), and John Hall, an individual residing in the State of California (“Employee”).
