Prosoft Learning CORP Sample Contracts

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Stock Purchase Agreement • January 16th, 1998 • Prosoft I Net Solutions Inc • Services-educational services • Texas
AGREEMENT ---------
Stock Option Agreement • December 6th, 2000 • Prosofttraining Com • Services-educational services • Texas
EXHIBIT 10.3 ------------ SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 25th, 2001 • Prosofttraining Com • Services-educational services • Texas
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF TEL-FED
Agreement and Plan of Reorganization • October 11th, 1996 • Prosoft Development Inc • Services-educational services • California
R E C I T A L S - - - - - - - -
Securities Purchase Agreement • March 15th, 2002 • Prosofttraining Com • Services-educational services
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Securities Purchase Agreement • July 6th, 2000 • Prosofttraining Com • Services-educational services • Texas
COMMON STOCK
Subscription Agreement • December 3rd, 1997 • Prosoft I Net Solutions Inc • Services-educational services
ORCO FINANCIAL CENTER OFFICE BUILDING LEASE
Prosoft I Net Solutions Inc • March 17th, 1997 • Services-educational services • California
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Rights Agreement • June 28th, 2001 • Prosofttraining Com • Services-educational services • Nevada
BY AND AMONG
Stock Purchase Agreement • July 6th, 2000 • Prosofttraining Com • Services-educational services • New York
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Contract
ProsoftTraining • September 1st, 2004 • Services-educational services

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

F O R M -------
Prosoft Development Inc • October 11th, 1996 • Services-educational services

ProSoft Development, Inc. (the "Company") is currently in the process of registering shares of its common stock with the United States Securities and Exchange Commission ("SEC"). The Company is obligated to register shares purchased by certain of its stockholders in a private placement by the Company in July and August 1996 at a purchase price of $10 per share ("Private Placement 3"). As the Company is already required to register shares purchased in Private Placement 3, the Company has decided to offer stockholders, such as yourself, who purchased common stock (and/or warrants to purchase common stock) of the Company in March 1996 at $1 per share ("Private Placement 1") or in April and May 1996 at $3.50 per share ("Private Placement 2") the opportunity to also register their shares, on the terms and conditions set forth below. Only those shares purchased, or shares issuable pursuant to warrants purchased, in Private Placements 1, 2 or 3, may be registered. In consideration of the regi

PROSOFTTRAINING SECURED 8% CONVERTIBLE NOTE DUE AUGUST 30, 2006
ProsoftTraining • September 1st, 2004 • Services-educational services

THIS NOTE is one of a series of duly authorized and issued notes of ProsoftTraining, a Nevada corporation (the “Company”), designated as its Secured 8% Convertible Notes due August 30, 2006, in the original aggregate principal amount of one million three hundred and fifty thousand dollars ($1,350,000) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).

PURCHASE AGREEMENT
Purchase Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services • New York

This Purchase Agreement (this “Agreement”) is dated as of August 30, 2004, among ProsoftTraining, a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).

FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services

THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is entered into as of August 30, 2004 between PROSOFTTRAINING, a Nevada corporation (“Debtor”), and HUNT CAPITAL GROWTH FUND II, L.P. (“Secured Party”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 14th, 2006 • Prosoft Learning CORP • Services-educational services • Arizona

This Transition Services Agreement (“Agreement”) is made this 10th day of April 2006 (“Effective Date”), between Prosoft Learning Corporation, a Nevada corporation (the “Company”), and Benjamin M. Fink (the “Employee”).

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