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.
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
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.
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.
15% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 13, 2011TWL Corp • March 20th, 2007 • Services-educational services • New York
THIS 15% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued 15% Senior Secured Convertible Debentures of TWL Corporation , a Utah corporation, having a principal place of business at 4101 International Parkway, Carrollton, Texas 75007 (the “Company”), designated as its 15% Senior Secured Convertible Debenture, due March 13, 2011 (the “Debentures”).
AMENDMENT, WAIVER AND CONSENTWaiver and Consent • March 20th, 2007 • TWL Corp • Services-educational services
This Amendment, Waiver and Consent (this “Waiver”), dated as of March 13, 2007, is entered into by and among TWL CORPORATION (formerly Trinity Learning Corporation), a Utah corporation (the “Company”), TWL KNOWLEDGE GROUP, INC. (formerly Trinity Workplace Learning Corporation), a Delaware corporation (“TWLK”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”). All terms used herein but not defined herein shall have the meaning ascribed such terms in the Security Agreement (as defined below).
March 13, 2007 Trinity Investment, G.P. c/o Cagan McAfee Capital Partners, LLC 10600 N. De Anza Blvd., Suite 250 Cupertino, CA 95014 Attention: Laird Q. Cagan Re:Securities Purchase Agreement • March 20th, 2007 • TWL Corp • Services-educational services
Reference is hereby made to that certain Securities Purchase Agreement (the “Agreement”), dated March 31, 2006, by and among TWL Corporation (the “Company”) and Palisades Master Fund LP (“Palisades”), the 15% Senior Secured Convertible Debenture due March 31, 2010 (the “Debenture”) issued by the Company to Palisades, the Registration Rights Agreement dated March 31, 2006 entered into by and among the Company and Palisades (the “RR Agreement”), and such other Transaction Documents (as defined in the Agreement) entered into in connection with the Agreement (collectively the “Financing Documents”). Furthermore, reference is hereby made to a certain Stock and Debenture Transfer Agreement dated February 13, 2007 entered into by and among Palisades, Laird Q. Cagan (“Cagan”) and the Company, and to a certain Stock and Debenture Transfer Agreement dated February 28, 2007 entered into by and among Cagan, Trinity Investment, G.P. (“TIGP”) and the Company, pursuant to the terms of which the Finan
PURCHASE AND AMENDMENT AGREEMENTPurchase and Amendment Agreement • March 20th, 2007 • TWL Corp • Services-educational services • New York
This Purchase and Amendment Agreement (this “Agreement”), dated as of March 13, 2007 (the “Amendment Agreement Date”), is entered into by and among TWL Corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
