Ecollege Com Sample Contracts

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EXHIBIT 10.3 SERIES C PREFERRED SHARE PURCHASE AGREEMENT DATED DECEMBER 21,1998
Share Purchase Agreement • May 13th, 1999 • Ecollege Com • Colorado
eCollege.com STOCK OPTION AGREEMENT ----------------------
Stock Option Agreement • November 14th, 2000 • Ecollege Com • Services-educational services • Colorado
RECITALS --------
Indemnification Agreement • May 13th, 1999 • Ecollege Com • Colorado
ECOLLEGE.COM, INC. AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT --------------------------------------------------------
Shareholder Agreement • October 25th, 1999 • Ecollege Com • Services-educational services • Colorado
Shares ecollege.com, Inc. Common Stock Underwriting Agreement dated ____________, 1999 Table Of Contents
Underwriting Agreement • October 25th, 1999 • Ecollege Com • Services-educational services • New York
AGREEMENT ---------
Consulting Agreement • May 13th, 1999 • Ecollege Com • Illinois
EXHIBIT 10.1 UNIT PURCHASE AGREEMENT DATED JUNE 11, 1997
Unit Purchase Agreement • May 13th, 1999 • Ecollege Com • Colorado
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreements • May 13th, 1999 • Ecollege Com • Colorado
EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2004 • Ecollege Com • Services-educational services • Delaware

has not filed a lawsuit or initiated any other administrative proceeding against Executive and that it has not assigned any claim against Executive to any other person or entity. Both Executive and the Company further promise not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to Executive’s employment by the Company or the termination of that employment. This Mutual Release will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.

EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2003 • Ecollege Com • Services-educational services • Colorado

WHEREAS, the Company is engaged in the business of online web production, online education and online training. The Company desires to employ and retain the unique experience, abilities, and services of Employee Chief Executive Officer, in the Company's office in Denver, Colorado and from his own office in Lake Forest, Illinois.

EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2002 • Ecollege Com • Services-educational services • Colorado

The Company is engaged in the business of online web production, online education and online training. The Company desires to employ and retain the unique experience, abilities, and services of Employee as Chief Technology Officer, in the Company's office in Denver, Colorado.

EMPLOYMENT AGREEMENT
Employment Agreement • December 2nd, 2003 • Ecollege Com • Services-educational services • Utah

This Employee Employment Agreement ("Agreement") is entered into as of September 15, 2003, between Datamark Inc., a Delaware corporation (the "Company") and Thomas Dearden ("Employee").

AGREEMENT AND PLAN OF MERGER Among PEARSON EDUCATION, INC., EPSILON ACQUISITION CORP. and ECOLLEGE.COM Dated as of May 14, 2007
Merger Agreement • May 18th, 2007 • Ecollege Com • Services-educational services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 14, 2007 (this “Agreement”), among Pearson Education, Inc., a Delaware corporation (“Parent”), Epsilon Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and eCollege.com, a Delaware corporation (the “Company”).

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EXHIBIT 10.2 SERIES B PREFERRED SHARE PURCHASE AGREEMENT DATED FEBRUARY 2, 1998
Series B Preferred Share Purchase Agreement • May 13th, 1999 • Ecollege Com • Colorado
AGREEMENT ---------
Registration Agreement • November 14th, 2000 • Ecollege Com • Services-educational services • Colorado
AGREEMENT ---------
Registration Agreement • May 13th, 1999 • Ecollege Com • Colorado
ECOLLEGE.COM REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2003 • Ecollege Com • Services-educational services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 31st day of October, 2003, by and among eCollege.com, a Delaware corporation (the "Company") and the stockholders listed on Exhibit A hereto, referred to hereinafter as the "Stockholders" and each individually as an "Stockholder."

SECOND AMENDMENT TO LEASE
Lease Agreement • March 15th, 2004 • Ecollege Com • Services-educational services

THIS SECOND AMENDMENT TO LEASE ("Amendment") is dated for reference purposes January 15, 2004 by and between Boyd Enterprises Utah, L.L.C. as Lessor, and Datamark, Inc., as Lessee.

eCollege Letterhead] July 18, 2002
Employment Agreement • November 13th, 2002 • Ecollege Com • Services-educational services

Douglas H. Kelsall Executive Vice President & CFO 10200 A East Girard Avenue Denver, Colorado 80231 Re: Amendment to Employment Agreement Dear Doug:

Contract
Stock Purchase Agreement • November 3rd, 2003 • Ecollege Com • Services-educational services • Delaware

STOCK PURCHASE AGREEMENT among LEEDS EQUITY PARTNERS III, L.P. OTHER SELLING PARTIES PARTY HERETO, DATAMARK INC. and ECOLLEGE.COM Dated as of September 15, 2003

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 31st, 2005 • Ecollege Com • Services-educational services

This Loan Modification Agreement is entered into as of April 1, 2004, by and between SILICON VALLEY BANK, a California chartered bank (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office at 4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303, and eCollege.com (“eCollege”), whose address is 4900 South Monaco Street, Denver, Colorado 80237, and DataMark, Inc. (“DataMark”), whose address is 2305 President’s Drive, Salt Lake City, UT 84120 (hereinafter eCollege and DataMark shall be referred to collectively as the “Borrowers” and individually as a “Borrower”).

ECOLLEGE.COM COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 2nd, 2003 • Ecollege Com • Services-educational services • Massachusetts

This Warrant is one of the Warrants evidencing the right to purchase shares of Common Stock of the Company issued pursuant to a certain Senior Subordinated Secured Note and Warrant Purchase Agreement (the "Agreement"), dated as of October 31, 2003, by and among the Company and Capital Resource Partners IV, L.P., a Delaware limited partnership, and the other parties set forth on the signature pages thereto, a copy of which is on file at the principal office of the Company, and the holder of this Warrant shall be entitled to all of the benefits and bound by all of the applicable obligations of the Agreement, as provided therein.

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • August 24th, 2004 • Ecollege Com • Services-educational services

This Loan Modification Agreement is entered into as of April 1, 2004, by and between SILICON VALLEY BANK, a California chartered bank (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office at 4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303, and eCollege.com (“eCollege”), whose address is 4900 South Monaco Street, Denver, Colorado 80237, and DataMark, Inc. (“DataMark”), whose address is 2305 President’s Drive, Salt Lake City, UT 84120 (hereinafter eCollege and DataMark shall be referred to collectively as the “Borrowers” and individually as a “Borrower”).

FIRST AMENDMENT TO LEASE
Lease Agreement • March 15th, 2004 • Ecollege Com • Services-educational services

THIS FIRST AMENDMENT TO LEASE ("Amendment") is dated for reference purposes April 12, 2001 by and between Boyd Enterprises Utah, L.L.C. as Lessor, and Datamark Systems, Inc., as Lessee.

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