Shares BRIDGEPOINT EDUCATION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2009 • Bridgepoint Education Inc • Services-educational services • New York
BRIDGEPOINT EDUCATION, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2016 • Bridgepoint Education Inc • Services-educational services • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of ____________, 20__ (the “Agreement”), by and between Bridgepoint Education, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”), with reference to the following facts:
GENERAL SERVICES AGREEMENT BETWEEN AFFILIATED COMPUTER SERVICES, INC. AND UNIVERSITY OF THE ROCKIES, LLC JANUARY 1, 2009General Services Agreement • April 13th, 2009 • Bridgepoint Education Inc • Services-educational services • Delaware
THIS GENERAL SERVICES AGREEMENT (this "Agreement") is made and entered into effective as of January 1, 2009 (the "Effective Date"), between Affiliated Computer Services, Inc., a Delaware corporation ("ACS"), with an address for the purposes of this Agreement at 2828 North Haskell, Dallas, TX 75204 and University of the Rockies, LLC, a Colorado Limited Liability Company ("Customer"), with an address for the purposes of this Agreement at 13500 Evening Creek Drive North, Suite 600, San Diego, CA 92128. ACS and Customer are collectively referred to as "Parties" and individually as a "Party".
OFFICE LEASE KILROY REALTY KILROY SABRE SPRINGS KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and BRIDGEPOINT EDUCATION, INC., a Delaware corporation, as Tenant.Office Lease • April 13th, 2009 • Bridgepoint Education Inc • Services-educational services • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and BRIDGEPOINT EDUCATION, INC., a Delaware corporation ("Tenant").
OFFICE LEASEOffice Lease • August 11th, 2009 • Bridgepoint Education Inc • Services-educational services • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2009 • Bridgepoint Education Inc • Services-educational services • California
This employment agreement (the "Agreement") is entered into by and between Christopher L. Spohn ("you" or "your") and Bridgepoint Education, Inc., a Delaware corporation, (the "Company"). This Agreement has an effective date of March 3, 2009 (the "Effective Date").
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2020 • Zovio Inc • Services-educational services • Arizona
This employment agreement (the "Agreement") is entered into by and between Christopher L. Spohn ("you" or "your") and Zovio Inc., a Delaware corporation, (the "Company"). This Agreement has an effective date of April 30th, 2020 (the "Effective Date").
TELEUNIVERSITY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2008 • Bridgepoint Education Inc • New York
REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of November 26, 2003, among Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, and its successors and assigns ("Warburg Pincus"), the Persons who appear on Schedule I hereto (the "Other Holders", and together with Warburg Pincus, the "Holders") and TeleUniversity, Inc., a Delaware corporation (d/b/a Chatter Learning) (the "Company").
BRIDGEPOINT EDUCATION, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2009 • Bridgepoint Education Inc • Services-educational services • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated August 26, 2009, is made and entered into among Bridgepoint Education, Inc., a Delaware corporation (the "Company"), and the undersigned security holders of the Company.
SEVERANCE AGREEMENTSeverance Agreement • March 7th, 2017 • Bridgepoint Education Inc • Services-educational services • Delaware
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of _______________, is made by and between Bridgepoint Education, Inc., a Delaware corporation (the “Company”), and _________________ (“Executive”).
TELEUNIVERSITY, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 13th, 2009 • Bridgepoint Education Inc • Services-educational services • Delaware
Stockholders Agreement ("Agreement"), dated as of this 26th day of November, 2003, among the institutional investors listed on Schedule I hereto (the "New Investors"); the Persons whose names and addresses appear from time to time on Schedule II hereto (the "Management Investors"); the Persons whose names and addresses appear from time to time on Schedule III hereto (the "Other Investors"); and TeleUniversity Inc., Delaware corporation (the "Company"). The New Investors, the Management Investors and the Other Investors are hereinafter collectively referred to as the "Investors".
7,562,890 Shares Bridgepoint Education, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Bridgepoint Education Inc • Services-educational services • New York
Warburg Pincus Private Equity VIII, L.P., a Delaware limited liability partnership (the “Selling Stockholder”), a stockholder of Bridgepoint Education, Inc., a Delaware corporation (the “Company”), proposes to sell to BTIG, LLC (the “Underwriter”) an aggregate of 7,562,890 shares (the “Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Shares purchased pursuant to this Underwriting Agreement are herein called the “Securities.”
CAMPUS MANAGEMENT CORP. SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 30th, 2009 • Bridgepoint Education Inc • Services-educational services • Florida
This Software License Agreement ("Agreement") is made and entered into as of this day of February 2004 (the "Effective Date ") by and between CAMPUS MANAGEMENT CORP., a Florida corporation with offices at 777 Yamato Road, Suite 400, Boca Raton, Florida 33431 ("CMC"), and Bridgepoint Education Inc., an Arizona corporation with offices at 4350 E. Camelback Rd., # 240B Phoenix, Arizona 85018 ("Customer"). This Agreement shall include any mutually executed Addenda (as defined herein), which shall be attached hereto and incorporated herein by reference.
BRIDGEPOINT EDUCATION, INC.Restricted Stock Unit Award Agreement • June 27th, 2011 • Bridgepoint Education Inc • Services-educational services • California
Unless otherwise defined herein, the terms defined in the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
GENERAL SERVICES AGREEMENT BETWEEN AFFILIATED COMPUTER SERVICES, INC. ANDGeneral Services Agreement • March 7th, 2012 • Bridgepoint Education Inc • Services-educational services • Delaware
THIS GENERAL SERVICES AGREEMENT (this "Agreement") is made and entered into effective as of January 1, 2009 (the "Effective Date"), between Affiliated Computer Services, Inc., a Delaware corporation ("ACS"), with an address for the purposes of this Agreement at 2828 North Haskell, Dallas, TX 75204 and Ashford University, LLC, an Iowa Limited Liability Company ("Customer"), with an address for the purposes of this Agreement at 13500 Evening Creek Drive North, Suite 600, San Diego, CA 92128. ACS and Customer are collectively referred to as "Parties" and individually as a "Party".
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ZOVIO INC (FORMELY KNOWN AS BRIDGEPOINT EDUCATION, INC.) Toucan Merger Sub, Inc. TM MERGER SUB, LLC TutorMe.com, Inc. AND Jonathan Sciama AS THE SHAREHOLDER REPRESENTATIVE April 3, 2019Agreement and Plan of Reorganization • May 9th, 2019 • Zovio Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2019 (the “Agreement Date”) by and among ZOVIO INC (FORMERLY KNOWN AS BRIDGEPOINT EDUCATION, INC.), a Delaware corporation (“Parent”), TOUCAN MERGER SUB, INC., a California corporation and direct wholly-owned subsidiary of Parent (“Merger Sub I”), TM MERGER SUB, LLC, a California limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), TUTORME.COM, INC., a California corporation (the “Company”), and Jonathan Sciama, an individual, solely in his capacity as the Shareholder representative (the “Shareholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
13,500,000 Shares BRIDGEPOINT EDUCATION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2009 • Bridgepoint Education Inc • Services-educational services • New York
BRIDGEPOINT EDUCATION, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 20th, 2009 • Bridgepoint Education Inc • Services-educational services • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 12, 2004, by and between COMERICA BANK ("Bank") and BRIDGEPOINT EDUCATION, INC. ("Borrower").
FIRST AMENDMENT TO STANDARD FORM MODIFIED GROSS OFFICE LEASEGross Office Lease • December 16th, 2011 • Bridgepoint Education Inc • Services-educational services
This First Amendment to Standard Form Modified Gross Office Lease (the “First Amendment”), dated for reference purposes as of as of September 27, 2011, is entered into by and between SUNROAD CENTRUM OFFICE I, L.P., a California limited partnership (“Landlord”), and BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“Tenant”), with reference to the following recitals.
AMENDMENT TO PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • March 10th, 2015 • Bridgepoint Education Inc • Services-educational services • California
This Amendment to the Performance Stock Unit Agreement (the “Amendment”) of Andrew S. Clark (“Participant”) is entered into by and between Participant and Bridgepoint Education, Inc. (the “Company”).
CAMPUSCARE® MAINTENANCE AND SUPPORT RENEWAL RATE SCHEDULE AND TRAINING KEYS FOR CAMPUSCARE SERVICESBridgepoint Education Inc • July 26th, 2017 • Services-educational services
This document is made a part of the CampusCare Maintenance and Support Agreement, Master Agreement, Talisma Fundraising Software Maintenance Agreement or Talisma License and Services Agreement, as applicable, (the “Agreement”) between Campus Management Corp. and Customer dated 02/22/2005.
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement and Escrow Instructions • March 8th, 2016 • Bridgepoint Education Inc • Services-educational services • Iowa
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of December 21, 2015 (“Effective Date”), by and between Bridgepoint Education Real Estate Holdings, LLC, an Iowa limited liability company and Ashford University, LLC, a California limited liability company (collectively, “Seller”), and Clinton Catalyst, LLC, an Iowa limited liability company or its assignee pursuant to Section 22.10 below (“Buyer”), who agree as follows:
Fourth Addendum to Master Services and License Agreement between Bridgepoint Education and eCollege.comBridgepoint Education Inc • March 2nd, 2011 • Services-educational services
This Addendum (“Addendum”) to the Master Services and License Agreement between Bridgepoint Education, Inc. (“Customer”) and eCollege.com (“eCollege”) for the delivery of online courses, dated September 29, 2009 (the “Agreement”), is entered into effective as of the date of last signature set forth below.
ASSET PURCHASE AND SALE AGREEMENT BY AND BETWEEN BRIDGEPOINT EDUCATION, INC. AND THE COLORADO SCHOOL OF PROFESSIONAL PSYCHOLOGY SEPTEMBER 12, 2007Asset Purchase and Sale Agreement • February 17th, 2009 • Bridgepoint Education Inc • Services-educational services • Colorado
This ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into on September 12, 2007, by and between Bridgepoint Education, Inc., a Delaware corporation ("Bridgepoint" and together with its permitted assigns, "Buyer") and The Colorado School of Professional Psychology, a Colorado non-profit corporation ("Seller"). Buyer and Seller are individually referred to as a "Party" and collectively, as the "Parties." Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in Article 14 hereof.
ZOVIO INCRestricted Stock Unit Award Agreement • January 5th, 2022 • Zovio Inc • Services-educational services • Delaware
Unless otherwise defined herein, the terms defined in the Zovio Inc 2021 CEO Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement. This Restricted Stock Unit Award Agreement, along with the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), shall be referred to herein as the “Award Agreement.” This Award is intended to qualify as an employment inducement grant under NASDAQ Listing Rule 5635(c)(4) and shall be interpreted consistent with that intent.
ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT BETWEEN CAMPUS MANAGEMENT CORP® AND BRIDGEPOINT EDUCATION INC. Purpose of Addendum: Add Talisma® CRMThe Software License Agreement • March 12th, 2013 • Bridgepoint Education Inc • Services-educational services
This Addendum, effective upon the mutual execution by the parties hereunder, is incorporated into and made a part of the Software License Agreement (the “License Agreement”) between Campus Management Corp. (“CMC”) and Bridgepoint Education, Inc. (“Customer”), dated as of March 2, 2004, as amended. All capitalized terms not otherwise defined herein shall have the meaning set forth in the License Agreement. The License Agreement shall be amended, as follows:
MASTER SAAS AGREEMENT COVER PAGEMaster Saas Agreement • August 2nd, 2016 • Bridgepoint Education Inc • Services-educational services • New York
The attached documents describe the relationship between Regent Education, Inc., ("Regent") and the customer identified below ("Customer") (each of Regent and Customer, a "Party"). The documents attached to this Cover Page will consist of the document entitled “Terms and Conditions” (the “Access Terms”) and any Order Forms for services, which describe and set forth the general legal terms governing the relationship between the Parties (collectively, the “Agreement”). This Agreement, including the attached Access Terms, will become effective when this cover page is executed by authorized representatives of both Parties (the “Effective Date”).
STANDARD FORM MODIFIED GROSS OFFICE LEASEAttornment Agreement • March 2nd, 2009 • Bridgepoint Education Inc • Services-educational services • California
This Standard Form Modified Gross Office Lease ("Lease") is entered into effective as of October 22, 2008 ("Effective Date"), between Sunroad Centrum Office I, L.P., a California limited partnership ("Landlord"), and Bridgepoint Education, Inc., a Delaware corporation ("Tenant"), who agree as follows:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • December 1st, 2020 • Zovio Inc • Services-educational services • Arizona
This Strategic Services Agreement (together with the exhibits and any future amendments hereto, this “Agreement”) is entered into as of this 1st day of December, 2020 (the “Effective Date”) by and among ZOVIO INC, a Delaware corporation (“Provider”), THE UNIVERSITY OF ARIZONA GLOBAL CAMPUS, an Arizona nonprofit corporation (“Client”), and the ARIZONA BOARD OF REGENTS, a body corporate, for and on behalf of THE UNIVERSITY OF ARIZONA (“DigiCat”), solely with respect to the rights, obligations and interests set forth in the DigiCat Binding Provisions (as defined below). Provider and Client, and DigiCat to the extent applicable, may each be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in Section 1.
BRIDGEPOINT EDUCATION, INC.Nonstatutory Stock Option Agreement • May 3rd, 2011 • Bridgepoint Education Inc • Services-educational services
Bridgepoint Education, Inc., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (the “Plan”).
BRIDGEPOINT EDUCATION, INC. AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF APRIL 13, 2012 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGERRevolving Credit Agreement • August 7th, 2012 • Bridgepoint Education Inc • Services-educational services • California
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2009 • Bridgepoint Education Inc • Services-educational services
This Ninth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of May 1, 2009, by and between COMERICA BANK (“Bank”) and BRIDGEPOINT EDUCATION, INC. and BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC (each a “Borrower” and collectively, “Borrowers”).
ADDENDUM to the CAMPUSCARE® SUPPORT AGREEMENT BETWEEN CAMPUS MANAGEMENT CORP. AND BRIDGEPOINT EDUCATION, INC. Purpose of Addendum: Convert Licensed Programs to CampusNexusTM SuiteBridgepoint Education Inc • August 7th, 2014 • Services-educational services
This Addendum, effective upon the mutual execution by the parties hereunder, is incorporated into and made a part of the CampusCare Support Agreement (the “CampusCare Agreement”) between Campus Management Corp. (“CMC”) and Bridgepoint Education, Inc. (“Customer”), dated as of February 15, 2005, as amended. All capitalized terms not otherwise defined herein shall have the meaning set forth in the CampusCare Agreement. The CampusCare Agreement shall be amended, as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2015 • Bridgepoint Education Inc • Services-educational services • California
This employment agreement (the “Agreement”) is entered into by and between Kevin Royal (“you” or “your”) and Bridgepoint Education, Inc., a Delaware corporation, (the “Company”). This Agreement has an effective date of October 1, 2015 (the “Effective Date”).
Bridgepoint Education, Inc. Limited Waiver of Lock-Up AgreementBridgepoint Education Inc • September 4th, 2009 • Services-educational services
Reference is hereby made to those certain Lock-Up Agreements (each an “IPO Agreement” and, collectively, the “IPO Agreements”) entered into on or about December 16, 2008, by and among Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives (together, the “Representatives”), and certain Stockholders of Bridgepoint Education, Inc. (the “Company”), in connection with the initial public offering (the “IPO”) of the Common Stock of the Company. Capitalized terms used but not defined herein have the meanings set forth in the IPO Agreements.
