FINANCIAL AGREEMENT In addition to all of Institute of Healthcare, Inc academic standards and policies, I understand that The Institute of Healthcare is not currently recognized with institutional accreditation recognized by the United States Department of Education. Students are not able or eligible to participate in federal financial aid programs in association with the Institute of Healthcare, Inc. With that being said, the applicant will be withdrawn from the course for failure to meet financial obligation. “Prior to signing this enrollment agreement, you must be given a catalog or brochure and a School Performance Fact Sheet, which are encouraged to review prior to signing this agreement. These documents contain important policies and performance data for this institution. This institution is required to have you sign and date the information included in the School Performance Fact Sheet relating to completion rates placement rates, license examination passage rates, and salaries or wages, and the most recent three- year cohort default rate, if applicable, prior to signing this agreement. “As a prospective student, you are encouraged to review this catalog prior to signing an enrollment agreement. You are also encouraged to review the School Performance Fact Sheet, which must be provided to you prior to signing an enrollment agreement.” “I understand that this is a legally binding contract. My signature below certifies that I have read, understood, and agreed to my rights and responsibilities, and that the Institutions cancellation and refund policies have been clearly explained to me.” Applicant Signature Applicant Print Name Date Authorized Employee of Institute of Healthcare, Inc. Signature Print Title Date “NOTICE” “YOU MAY ASSERT AGAINST THE HOLDER OF THE PROMISSORY NOTE YOU SIGNED IN ORDER TO FINANCE THE COST OF THE EDUCATIONAL PROGRAM ALL OF THE CLAIMS AND DEFENSES THAT YOU COULD ASSERT AGAINST THIS INSTITUTION, UP TO THE AMOUNT YOU HAVE ALREADY PAID UNDER THE PROMISSORY NOTE.” TOTAL CHARGES FOR THE CURRENT PERIOD OF ATTENDANCE: $1,595.00 ESTIMATED TOTAL CHARGES FOR THE ENTIRE EDUCATIONAL PROGRAM: $1,595.00 SCHOOL PERFORMANCE FACT SHEET EMERGENCY MEDICAL TECHNICIAN PROGRAM: 4, 8 and 12 WEEK COURSES OFFERED 2018 N/A N/A N/A N/A 2019 N/A N/A N/A N/A Students Initials: Date: 0000 X/X X/X X/X X/X X/X 2019 N/A N/A N/A N/A N/A You may obtain from the institution a list of the employment positions determined to be in the field for which a student received education and training. Please request from Administration. 2018 N/A N/A N/A 2019 N/A N/A N/A 2018 N/A N/A N/A 2019 N/A N/A N/A 2018 N/A N/A 2019 N/A N/A 2018 N/A N/A 2019 N/A N/A Student’s Initials: Date: Initial only after you have had sufficient time to read and understand the information. License Examination Passage Rates (includes data for the two calendar years prior to reporting) 0000 X/X X/X X/X X/X X/X 2019 N/A N/A N/A N/A N/A Licensure examination passage data is not available from the state agency administering the examination. We are unable to collect data from graduates. Student’s Initials: Date: 2018 N/A N/A N/A N/A N/A N/A N/A 2019 N/A N/A N/A N/A N/A N/A N/A Student’s Initials: Date:
Amendments to Rights Agreement The Rights Agreement is hereby amended as follows:
(a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.”
(e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).”
(g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof:
(c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.”
(j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows:
(a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated.
(b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”
