EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into as of February 12, 2004, by and among Trinity Learning Corporation, a Utah corporation ("Trinity" or the "Acquirer"), the shareholders of Virtual Learning...Escrow Agreement • March 2nd, 2004 • Trinity Learning Corp • Services-educational services • California
EXHIBIT 10.73 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into on July 29, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Oceanus Value Fund, L.P....Registration Rights Agreement • August 13th, 2004 • Trinity Learning Corp • Services-educational services • Kansas
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.
AGREEMENT ---------Security Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.68 TERMINATION AGREEMENT This Termination Agreement ("Agreement") is entered into as of July 23, 2004 by and among Trinity Learning Corporation, a Utah corporation ("Trinity"), ProsoftTraining, a Nevada corporation ("Prosoft"), and MTX...Termination Agreement • August 13th, 2004 • Trinity Learning Corp • Services-educational services
EXHIBIT 10.5 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...Common Stock Purchase Warrant • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
RECITALS --------Settlement Agreement • January 6th, 2004 • Trinity Learning Corp • Services-educational services
SECURITY AGREEMENT, dated as of March 31, 2006 (this "Agreement"), --------- among Trinity Learning Corporation, a Utah corporation (the "Company") and all ------- of the Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the...Security Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services • New York
ACQUISITION AGREEMENT between GREAT OWL LIMITED (a company incorporated in accordance with the laws of the British Virgin Islands under Registration Number 541543) (collectively "the seller") and TRINITY LEARNING CORPORATION (a company incorporated in...Acquisition Agreement • September 16th, 2003 • Trinity Learning Corp • Services-educational services • England
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 1, 2006, by --------- and between Trinity Learning Corporation, a Utah corporation (the "Company"), ------- and Dennis J. Cagan, an individual (the "Executive"). Certain definitions...Employment Agreement • September 7th, 2006 • Trinity Learning Corp • Services-educational services • Texas
EXHIBIT 10.88 [LETTERHEAD OF MCC FINANCIAL SERVICES ADVISORS, INC.] October 1, 2004 Mr. Doug Cole Trinity Learning Corporation 1831 Second Street Berkeley, CA 94710 Re: Letter Agreement Dear Doug: Following our recent conversations, we are pleased to...Letter Agreement • December 3rd, 2004 • Trinity Learning Corp • Services-educational services • Utah
EXHIBIT 10.1 TRINITY LEARNING CORPORATION SECURITIES PURCHASE AGREEMENT August 31, 2004Securities Purchase Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2006, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 1st, 2006, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Patrick Quinn, an individual (the "Executive")....Employment Agreement • May 23rd, 2006 • Trinity Learning Corp • Services-educational services • Utah
Debentures" means, the Convertible Debentures due, subject to the terms ------------ therein, 4 years from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A. ----------Securities Purchase Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services • New York
This Stock Pledge Agreement (this "Agreement"), dated as of August 31, 2006, --------- among Laurus Master Fund, Ltd. (the "Pledgee"), Trinity Learning Corporation, a ------- Utah corporation (the "Company"), and each of the other undersigned parties...Stock Pledge Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services • New York
Exhibit 10.33 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the 9th day of May, 2006 by and between CaganCo Incorporated, with an office located at 903 Laguna Street, Santa Barbara, California 93101-1404...Consulting Agreement • June 14th, 2006 • Trinity Learning Corp • Services-educational services • California
RECITALS:Securities Purchase Agreement • March 2nd, 2004 • Trinity Learning Corp • Services-educational services • Utah
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...Securities Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services
EMPLOYMENT AGREEMENT --------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 1, 2002, by and between CBL Acquisition Corp., a Utah corporation (the "Company"), and Robert Stephen Scammell an individual (the...Employment Agreement • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into as a deed as of this 1st day of September 2003, by and among Trinity Learning Corporation, a Utah corporation under Entity Number 5118314-0142 ("Trinity"), Great...Escrow Agreement • September 16th, 2003 • Trinity Learning Corp • Services-educational services • England
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.
Exhibit 4.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT -----------------------------------------Intellectual Property Security Agreement • September 6th, 2006 • Trinity Learning Corp • Services-educational services
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2006 • Trinity Learning Corp • Services-educational services
EXHIBIT 99.1 [LETTERHEAD OF GLAUCON CAPITAL PARTNERS] January 3, 2005 Mr. Douglas Cole Chief Executive Officer Trinity Learning Corporation 1831 Second Street Berkeley, CA 94710 Dear Doug, This letter agreement (hereafter, the "Agreement") will...Financial Advisory Agreement • January 10th, 2005 • Trinity Learning Corp • Services-educational services
TRINITY COMPANIES, INC. STOCK PURCHASE AGREEMENT ------------------------- This Stock Purchase Agreement (the "Agreement") is made as of the 1st day of October, 2002, by and between Trinity Companies, Inc., a Utah corporation (the "Company") and Doug...Stock Purchase Agreement • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of August 20, 2002 by and between Trinity Companies, Inc., a Utah corporation (the "Company"), and the purchasers, severally and not jointly,...Note and Warrant Purchase Agreement • October 16th, 2002 • Trinity Cos Inc • Crude petroleum & natural gas • Utah
MEMORANDUM OF AGREEMENT entered into between:Memorandum of Agreement • February 23rd, 2004 • Trinity Learning Corp • Services-educational services
RECITALSMerger Agreement • August 21st, 2002 • Trinity Co Inc • Crude petroleum & natural gas • Utah
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.
CONVERSION AGREEMENT This Agreement (this "Agreement") in entered into by and between Global Marketing Associates, Inc. ("GMA") and Trinity Companies, Inc. (The "Company") as of August 8, 2002. The Company and GMA, the owner of certain convertible...Conversion Agreement • August 21st, 2002 • Trinity Co Inc • Crude petroleum & natural gas
This Agreement (this "Agreement") in entered into by and between Global Marketing Associates, Inc. ("GMA") and Trinity Companies, Inc. (The "Company") as of August 8, 2002.
EXHIBIT 10.72 SECURITY AGREEMENT This Security Agreement (the "Agreement") is made and entered into on July 29, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Debtor"), and Oceanus Value Fund, L.P. (the "Secured Party")....Security Agreement • August 13th, 2004 • Trinity Learning Corp • Services-educational services
ARTICLE 1Escrow Agreement • November 13th, 2006 • TWL Corp • Services-educational services • New York
ESCROW AGREEMENTEscrow Agreement • September 16th, 2003 • Trinity Learning Corp • Services-educational services • California
