New Horizons Worldwide Inc Sample Contracts

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Asset Purchase Agreement • April 13th, 2001 • New Horizons Worldwide Inc • Services-educational services • Georgia
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WITNESSETH:
Stock Option Agreement • May 15th, 1998 • New Horizons Worldwide Inc • Hazardous waste management • Delaware
EXHIBIT 2.4(A)(V) PRIVATE SUBORDINATION AGREEMENT This Subordination Agreement is executed by SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION ("Lender"), ECB, INC. ("Parent"), a Florida corporation, Parent's subsidiaries (collectively, Parent and its...
Subordination Agreement • November 13th, 1996 • Handex Environmental Recovery Inc • Hazardous waste management

This Subordination Agreement is executed by SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION ("Lender"), ECB, INC. ("Parent"), a Florida corporation, Parent's subsidiaries (collectively, Parent and its current and future subsidiaries are "Borrowers"), and HANDEX CORPORATION (the "Subordinate Creditor"), a Delaware corporation, to induce Lender to extend credit to Borrowers. Lender, Borrowers, and the Subordinate Creditor agree as follows: BACKGROUND. This Subordination Agreement is executed pursuant to the Loan and Security Agreement (the "Credit Agreement") between Lender and Borrow- ers that is dated the same date as this Subordination Agreement. Lender requires the execution of this Subordination Agreement as a condition precedent to extending the line of credit and term loan facilities (collectively, the "Loan") contemplated by the Credit Agreement. Proceeds of the Loan will be used for Borrowers' working capital and to finance Parent's acquisition of the shares of common stock of

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Noncompetition Agreement • April 15th, 1999 • New Horizons Worldwide Inc • Services-educational services • California
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Asset Purchase Agreement • April 15th, 1999 • New Horizons Worldwide Inc • Services-educational services • North Carolina
EXHIBIT A
Lease • March 31st, 1998 • New Horizons Worldwide Inc • Hazardous waste management • New York
STOCK PURCHASE AGREEMENT DATED NOVEMBER 4, 1996 BETWEEN HANDEX CORPORATION AND ECB, INC.
Stock Purchase Agreement • November 13th, 1996 • Handex Environmental Recovery Inc • Hazardous waste management • Florida

This Stock Purchase Agreement ("Agreement") is made as of November 4, 1996, by ECB, INC., a Florida corporation ("Buyer"), and HANDEX CORPORATION, a Delaware Corporation ("Seller").

Shareholder Number of Shares ----------- ----------------- Eatman 314,666.66 Bannon 314,666.66 Culbreth 189,666.66 ------------ Total 819,000.00 WHEREAS, the Corporation has issued "A" Warrants to Handex to purchase 300,000 shares of the Corporation's...
Shareholders Agreement • November 13th, 1996 • Handex Environmental Recovery Inc • Hazardous waste management • Florida

THIS AGREEMENT, made and entered into as of the day of , 1996, by and between ECB INC., a Florida corporation, hereinafter referred to as the "Corporation," GEORGE BANNON ("Bannon"), a resident of Lake County, Florida, ROGER EATMAN ("Eatman"), a resident of Leon County, Florida and S. C. CULBRETH, JR., ("Culbreth") a resident of Buncombe County, North Carolina, HANDEX CORPORATION, ("Handex") a Delaware Corporation, and SOUTHCOAST CAPITAL CORPORATION ("Southcoast") a Corporation, hereinafter collectively referred to as the "Shareholders" and individually referred to as "Shareholder." As used herein, "Shareholder" shall also refer to any future shareholder of the Corporation who becomes subject to the terms and conditions of this agreement. WHEREAS, the Corporation has authorized 1,540,000 shares of Voting Common Stock and 2,000 shares of Series A Preferred Stock; and WHEREAS, all of the Corporation's issued and outstanding shares of Voting Common Stock are owned by Bannon, Eatman, and C

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 31st, 2003 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS AGREEMENT is entered into as of ____________, 20__ by and between New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), and ________________________ (the “Optionee”).

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Asset Purchase Agreement • May 15th, 1998 • New Horizons Worldwide Inc • Hazardous waste management • Tennessee
NEW HORIZONS WORLDWIDE, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 13th, 2007 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS RESTRICTED STOCK AGREEMENT is made on August 24, 2007, between New Horizons Worldwide, Inc., a Delaware corporation (the “Company”) and Timothy A. Kleczka (the “Executive”).

ASSET PURCHASE AGREEMENT
Assignment and Assumption Agreement • June 25th, 2007 • New Horizons Worldwide Inc • Services-educational services • Tennessee

This Asset Purchase Agreement (“Agreement”) is entered into on this 28th day of April, 2006 effective as of the commencement of business on May 1, 2006 (the “Effective Date”) by and among:

EXHIBIT 4.2 PROMISSORY NOTE
New Horizons Worldwide Inc • August 14th, 1997 • Hazardous waste management • California
NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 7th, 2007 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS AGREEMENT is entered into as of , 20 , by and between New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).

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PROMISSORY NOTE
Promissory Note • March 28th, 1997 • New Horizons Worldwide Inc • Hazardous waste management

References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 20th, 2007 • New Horizons Worldwide Inc • Services-educational services • Michigan

This Asset Purchase Agreement (“Agreement”) is entered into as of the close of business on March 31, 2007 (the “Effective Date”) by and among:

ASSET PURCHASE AGREEMENT
Assignment and Assumption Agreement • June 25th, 2007 • New Horizons Worldwide Inc • Services-educational services • Georgia

This Asset Purchase Agreement (“Agreement”) is entered into on this 28th day of April, 2006 effective as of the commencement of business on May 1, 2006 (the “Effective Date”) by and among:

Voting Agreement and Irrevocable Limited Proxy
Voting Agreement and Irrevocable Limited Proxy • July 6th, 2007 • New Horizons Worldwide Inc • Services-educational services • Delaware

This Voting Agreement and Irrevocable Limited Proxy (“Agreement”), dated July 3, 2007, is made among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), the persons listed on the signature pages hereof as the “Investors” and each of the other undersigned holders of shares of capital stock of the Company listed on the signature pages hereof as the “Stockholders.”

NEW HORIZONS WORLDWIDE, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 11th, 2006 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS RESTRICTED STOCK AGREEMENT is made on July 5, 2006, between New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), and Mark A. Miller (the “Executive”).

AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 30th, 2001 • New Horizons Worldwide Inc • Services-educational services

This Amendment No. 4 (the "Amendment") dated as of November 13, 2000, is between Bank of America, N.A. (the "Bank") and New Horizons Worldwide, Inc. (the "Borrower").

PREFERRED STOCK EXCHANGE AGREEMENT
Preferred Stock Exchange Agreement • July 25th, 2006 • New Horizons Worldwide Inc • Services-educational services • Delaware

This Preferred Stock Exchange Agreement (this “Agreement”), is entered into as of July 19, 2006, by and among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership (“Camden III”), and Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (“Camden III-A” and collectively together with Camden III, “Camden”).

REGISTRATION RIGHTS AGREEMENT AMONG NEW HORIZONS WORLDWIDE, INC. AND THE STOCKHOLDERS LISTED ON EXHIBIT A HERETO DATED FEBRUARY 8, 2005
Registration Rights Agreement • February 11th, 2005 • New Horizons Worldwide Inc • Services-educational services • Delaware

This Agreement, dated February 8, 2005, is entered into by and among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, “Camden”) and other parties identified as Series A Preferred Stockholders on Exhibit A hereto, as may be amended from time to time (collectively with Camden, the “Series A Preferred Stockholders” and each, a “Series A Preferred Stockholder”).

AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 30th, 2001 • New Horizons Worldwide Inc • Services-educational services

This Amendment No. 1 (the "Amendment") dated as of October 8, 1999, is between Bank of America, N.A. (the "Bank") and New Horizons Worldwide, Inc. (the "Borrower").

WAIVER AND AMENDMENT DATED AS OF NOVEMBER 12, 2002 TO CREDIT AGREEMENT DATED AS OF April 25, 2001
Waiver And • November 13th, 2002 • New Horizons Worldwide Inc • Services-educational services

This Waiver and Amendment dated as of November 12, 2002 to Credit Agreement dated as of April 25, 2001 (this “Waiver”) is made by and among NEW HORIZONS WORLDWIDE, INC., a Delaware corporation (the “Company”), lenders parties hereto (the “Banks”), and BANK OF AMERICA, N.A., as letter of credit issuing bank and as agent for the Banks (in its capacity as agent, together with any successors and assigns, the “Agent”). Terms used but not defined herein have the meanings specified in the Credit Agreement referenced below.

PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS THIS IS A 401(k)PROFIT SHARING PLAN
New Horizons Worldwide Inc • May 14th, 2002 • Services-educational services

Plan Description: Prototype Non-standardized Profit Sharing Plan With CODA FFN: 50307440002-001 Case: 200000174 EIN: 42-0127290 Washington, DC 20224 Letter Serial No: K305394a

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