Florham Consulting Corp Sample Contracts

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EXHIBIT 10.3
Services Agreement • April 19th, 2007 • Florham Consulting Corp • New York
OAKTREE EDUCATIONAL PARTNERS, INC. STOCK OPTION AGREEMENT
Stock 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 AGREEMENT
Employment 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”).

AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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 AGREEMENT
Employment 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”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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.

LOCK-UP AGREEMENT
Lock-Up Agreement • July 29th, 2010 • Florham Consulting Corp • Services-management consulting services • New York
FIRST AMENDMENT TO COMMON STOCK WARRANT
Common Stock Warrant Amendment • 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...
Warrant Agreement • 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

SECURITY AGREEMENT
Security 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 AGREEMENT
Interest 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 AGREEMENT
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 AGREEMENT
Subordination 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”).

FLORHAM CONSULTING CORP. STOCK OPTION AGREEMENT
Stock 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 AGREEMENT
Pledge 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 AGREEMENT
Consulting 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”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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 AGREEMENT
Assignment 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).

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