EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 16th day of December 2009 (the "Agreement Date"), by and among FLORHAM CONSULTING CORP., a Delaware corporation...Agreement and Plan of Merger • December 16th, 2009 • Florham Consulting Corp • Services-management consulting services • New York
EXHIBIT 2.2 INTEREST PURCHASE AGREEMENT This Interest Purchase Agreement (this "Agreement"), is made and entered into as of the 16th day of December 2009 by and among Educational Investors, Inc., a Delaware corporation ("EII"); TD Management, LLC, a...Interest Purchase Agreement • December 16th, 2009 • Florham Consulting Corp • Services-management consulting services • New York
OAKTREE EDUCATIONAL PARTNERS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 7th, 2011 • Oak Tree Educational Partners, Inc. • Services-educational services • New York
THIS STOCK OPTION AGREEMENT (the “Agreement”) is dated as of June 1, 2011, by and between Oaktree Educational Partners, Inc., a Delaware corporation (the “Company”), and Michael Olsen, having an address at 1088 Hamer Ct., Brentwood, TN 37027 (the “Optionee”):
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2011 • Oak Tree Educational Partners, Inc. • Services-educational services • New York
THIS AGREEMENT (this “Agreement”), dated May 1, 2011 and effective as of June 1, 2011 (the “Effective Date”), by and between OAKTREE EDUCATIONAL PARTNERS, INC., a Delaware corporation (“the Company”), and MICHAEL OLSEN, an individual residing at 1088 Hamer Ct, Brentwood, TN 37027 (“the Executive”).
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is entered into by Florham Consulting Corp., a Delaware corporation, ("Employer", or Company") and David Stahler, 17 Beechwood Drive, Lawrence, New York 11559 ("Employee") as of this 1st Day of January...Employment Agreement • April 19th, 2007 • Florham Consulting Corp • New York
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services • New York
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 30th day of November 2010 (the “Agreement Date”), by and among OAK TREE EDUCATIONAL PARTNERS, INC., formerly Florham Consulting Corp. ("Oaktree"); EDUCATIONAL TRAINING INSTITUTE, INC., a New York corporation ("ETI"); CULINARY TECH CENTER LLC, a New York limited liability company (“CTC”) and PROFESSIONAL CULINARY INSTITUTE LLC, a New York limited liability company (“PCI”), JOSEPH MONACO, Jr., an individual (“Monaco”); and HAROLD KAPLAN, an individual (“Kaplan,” together with Monaco, the “Members”). This Agreement amends, restates and supersedes in its entirety a membership interest purchase agreement, dated as of May 21, 2010 (the “Prior Agreement”), which Prior Agreement is hereby rendered null and void, ab initio.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services • New York
THIS AGREEMENT (this “Agreement”), dated November 30, 2010 and effective as of November 30, 2010 (the “Effective Date”), by and between OAK TREE EDUCATIONAL PARTNERS, INC., a Delaware corporation (“the Company”), the other corporations and entities who have executed this Agreement on the signature page hereof, and __________________, an individual residing at _______________________________________ _____ (“the Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • July 29th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
FIRST AMENDMENT TO COMMON STOCK WARRANTCommon Stock Warrant • April 27th, 2009 • Florham Consulting Corp • Services-management consulting services
This FIRST AMENDMENT TO COMMON STOCK WARRANT (“First Amendment”) is made and entered into as of the 27 th day of April, 2009, by and among FLORHAM CONSULTING CORP., a Delaware corporation (“FCC”) and _____________ (“Holder”).
NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED BY THIS...Detachable and Transferable Warrant • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services
THIS DETACHABLE AND TRANSFERABLE WARRANT (this “Warrant”) IS BEING ISSUED PURSUANT TO THE TERMS OF A LOAN AGREEMENT DATED AS OF THE DATE HEREOF (the “Loan Agreement”), BY AND AMONG OAK TREE EDUCATIONAL PARTNERS, INC. AND ITS SUBSIDIARIES, AS BORROWERS, AND DEERPATH FUNDING, LP, AS LENDER AND AS AGENT FOR THE LENDERS
EXHIBIT 10.1 Chocolate Printing Company, Inc. 600 Bayview Avenue Inwood, New York 11096 August 1, 2006 Mr. David Stahler President Florham Consulting Corp. 17 Beechwood Drive Lawrence, New York 11559 Dear Mr. Stahler: The purpose of this letter is to...Florham Consulting Corp • April 19th, 2007 • New York
SECURITY AGREEMENTSecurity Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services
THIS SECURITY AGREEMENT (as amended, restated, modified or supplemented and in effect from time to time, this “Agreement”) is entered into as of November 30, 2010, by and among Oak Tree Educational Partners, Inc., a Delaware corporation formerly known as Florham Consulting Corp. (the “Company”), and each of its Subsidiaries, current and future (all of the foregoing current and future Subsidiaries, collectively with the Company, the “Debtor”), and Deerpath Funding, LP, a Delaware limited partnership, as Agent (as defined in the Loan Agreement) for the ratable benefit of the Lenders (as defined in the Loan Agreement) (together with any successor Agent under the Loan Agreement, the “Secured Party”).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • January 7th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
This Interest Purchase Agreement (this “Agreement”), is made and entered into as of the 16th day of December 2009 by and among Educational Investors, Inc., a Delaware corporation (“EII”); TD Management, Inc., a Delaware corporation (“TD”); Joseph S. Monaco, an individual (“Monaco”); and Florham Consulting Corp., a Delaware corporation (“Florham”). EII, TD, Monaco and Florham are hereinafter sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services
This Agreement is effective as of November 30, 2010, by and between Oak Tree Educational Partners, Inc., a Delaware Corporation, (“Parent”), the parent company of Valley Anesthesia, Inc., a Delaware corporation (“Borrower”); and their respective subsidiaries, current and future, as debtor (collectively, jointly and severally “Debtor”), and Valley Anesthesia Educational Programs, Inc., an Iowa corporation, as the Secured Party (“Secured Party”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) dated November 30, 2010 (the “Closing Date”), is by and among Valley Anesthesia Educational Programs, Inc., an Iowa corporation (together with its successors and assigns who may hold Subordinated Debt from time to time, collectively, “Subordinated Lender” or “Valley Seller”), Valley Anesthesia, Inc., a Delaware corporation (“Borrower”), and Deerpath Funding, LP, a Delaware limited partnership (“Deerpath” or “Agent” and, collectively with Deerpath and any other Lenders and their respective successors or assigns who may hold Senior Debt from time to time, “Senior Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 27th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 21st day of May 2010 (the “Agreement Date”), by and among FLORHAM CONSULTING CORP., a Delaware corporation, to be renamed OAK TREE EDUCATIONAL GROUP, INC. ("Oaktree"); ETI ACQUISITION CORP., a New York corporation (“Mergerco”); EDUCATIONAL TRAINING INSTITUTE, INC., a New York corporation ("ETI"); JOSEPH MONACO, Jr., an individual (“J. Monaco”); HAROLD KAPLAN, an individual (“H. Kaplan”); DENISE MONACO, an individual (“D. Monaco”), ALEXANDRA MONACO, an individual (“A. Monaco”), CHERI KAPLAN, an individual (“C. Kaplan”), and BRITTANY KAPLAN, an individual (“B. Kaplan”).
FLORHAM CONSULTING CORP. STOCK OPTION AGREEMENTStock Option Agreement • July 29th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is dated as of December 31, 2009, by and between Florham Consulting Corp., a Delaware corporation (the “Company”), and ___________, having an address at ______________________, _______________, _________ (the “Optionee”):
PLEDGE AGREEMENTPledge Agreement • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services • New York
THIS PLEDGE AGREEMENT (as amended, restated, or supplemented from time to time, this “Agreement”) is executed as of November 30, 2010 (the “Closing Date”), by Oak Tree Educational Partners, Inc., a Delaware corporation formerly known as Florham Consulting Corp. (the “Company”), each of the other “Pledgors” listed on the signature pages hereto or joining this Agreement in the capacity of “Pledgor” following the Closing Date (together with the Company, each a “Pledgor” and collectively, “Pledgors”), and Deerpath Funding, LP, a Delaware limited partnership (“Deerpath”), as Agent (in such capacity, together with any successor Agent under the Loan Agreement, “Agent”) for the ratable benefit of Lenders (defined below).
CONSULTING AGREEMENTConsulting Agreement • July 29th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
THIS CONSULTING AGREEMENT (this “Agreement”), dated December 31, 2009 (the “Effective Date”), is entered into by and between EDUCATIONAL INVESTORS, INC., a Delaware corporation (the “Company”), and JOSEPH MONACO, an individual (“the Consultant”).
EXHIBIT 10.3Florham Consulting Corp • April 19th, 2007 • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • December 7th, 2010 • Oak Tree Educational Partners, Inc. • Services-management consulting services • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 30th of November 2010 (the “Agreement Date”), by and among FLORHAM CONSULTING CORP., a Delaware corporation, to be renamed OAK TREE EDUCATIONAL PARTNERS, INC. ("Oaktree"); ETI ACQUISITION CORP., a New York corporation (“Mergerco”); EDUCATIONAL TRAINING INSTITUTE, INC., a New York corporation ("ETI"); JOSEPH MONACO, Jr., an individual (“J. Monaco”); HAROLD KAPLAN, an individual (“H. Kaplan”); DENISE MONACO, an individual (“D. Monaco”), ALEXANDRA MONACO, an individual (“A. Monaco”), CHERI KAPLAN, an individual (“C. Kaplan”), and BRITTANY KAPLAN, an individual (“B. Kaplan”). This Agreement amends and restates and supersedes in its entirety the agreement and plan of merger dated as of May 21, 2010 by and among the parties hereto (the “Prior Agreement”); which Prior Agreement is hereby rendered null and void, ab initio.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 7th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 16th day of December 2009 (the “Agreement Date”), by and among FLORHAM CONSULTING CORP., a Delaware corporation ("Florham"); EII ACQUISITION CORP., a Delaware corporation (“Mergerco”); EDUCATIONAL INVESTORS, INC., a Delaware corporation ("EII"); SANJO SQUARED, LLC, a Delaware limited liability company (“Sanjo”); KINDER INVESTMENTS, LP, a Delaware limited partnership (“Kinder”); JOSEPH J. BIANCO, an individual (“Bianco”); and ANIL NARANG, an individual (“Narang”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 29th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated December ___, 2009 (the “Assignment and Assumption Agreement”) by and among FLORHAM CONSULTING CORP., a Delaware corporation (the "Company"), EDUCATIONAL INVESTORS, INC., a Delaware corporation (“EII”), and ___________________, an individual residing at ___________________ (the “Executive”). Capitalized terms not defined herein shall have such meanings as set forth in the Merger Agreement (as defined below).
