BY AND AMONGStock Purchase Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.4 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of the 13th day of December, 1996, by and among TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware corporation (the "Company"), with a principal place of business at Fields Lane,...Consulting Agreement • March 10th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.2 ------------ ESCROW AGREEMENTEscrow Agreement • June 18th, 2003 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 4, 1998 BY AND AMONG TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., as the Company AND CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P., and STRATEGIC ASSOCIATES, L.P. as the Purchasers TABLE OF CONTENTSSecurities Purchase Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.1 ------------ ASSET PURCHASE AGREEMENT AGREEMENT made as of this 30th day of May, 1997, by and between PROGRAMS FOR EDUCATION, INC., a New Jersey corporation, having its principal place of business at Building #6, Cane Farm, Rosemont, New...Asset Purchase Agreement • June 16th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New Jersey
THIS CERTIFIES THAT CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. (the "Holder"), for value received, or its registered assigns, is entitled to purchase, on the terms and subject to the conditions hereinafter set forth, from TOUCHSTONE APPLIED SCIENCE...Warrant Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.3 ------------ SECURITY AGREEMENT AGREEMENT made this 30th day of May, 1997 by and between PROGRAMS FOR EDUCATION, INC., a New Jersey corporation with its principal place of business at Building #6 Cane Farm, Rosemont, New Jersey 08556...Security Agreement • June 16th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New Jersey
REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 4, 1998 BY AND AMONG TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., CAHILL WARNOCK STRATEGIC PARTNERS FUND, L.P. AND STRATEGIC ASSOCIATES, L.P. Table of ContentsRegistration Rights Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
BY AND AMONGStock Purchase Agreement • June 20th, 2005 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
EXHIBIT 10.4 ------------ LOAN AGREEMENT dated as of May 31, 2006, between TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware corporation, having an address at 4 Hardscrabble Heights, Brewster, New York 10509-0382 (the "Borrower"), QUESTAR...Loan Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
ESCROW AGREEMENTEscrow Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
AMENDMENTSecurities Purchase Agreement • January 29th, 2003 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
Exhibit 10.3 ------------ EMPLOYMENT AGREEMENT AGREEMENT dated as of the 1st day of January, 2005 by and between ASSESSMENT AND EVALUATION CONCEPTS INC., a Massachusetts corporation with its principal place of business at 74 Warren Street East,...Employment Agreement • January 21st, 2005 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2005 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
VOTING AGREEMENT ----------------Voting Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
GUARANTYGuaranty Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
BETWEENLease Agreement • March 17th, 2003 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
Exhibit 10.4 ------------ STOCK PLEDGE AGREEMENT WITH ESCROW PROVISIONS AGREEMENT, made the 30th day of May, 1997, by and among TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware corporation with its principal place of business at Fields Lane,...Stock Pledge Agreement • June 16th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New Jersey
EXHIBIT 10.2 ------------ THE PAYMENT OF THIS NOTE AND THE RIGHTS OF THE HOLDER OF THIS NOTE ARE SUBORDINATED TO THE PAYMENT OF SENIOR INDEBTEDNESS AND THE RIGHTS OF THE HOLDERS OF SENIOR INDEBTEDNESS UPON THE TERMS OF SUBORDINATION SET FORTH IN THAT...Subordination Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.31 ------------- SECURITY AGREEMENT ------------------Security Agreement • January 29th, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
Exhibit 10.4 ------------ EMPLOYMENT AGREEMENT AGREEMENT dated as of the 2nd day of November, 1998 by and among MILDRED ELLEY SCHOOL, INC., a New York corporation with its principal place of business at 800 New Loudon Road, Suite 5120, Latham Circle...Employment Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
EXECUTION VERSION TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.33 ------------- AGREEMENTConsulting Agreement • January 29th, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.33 ------------- AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT dated as of the 7th day of February , 2000 by and between TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware corporation with its principal place of business at 4...Employment Agreement • January 29th, 2001 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
Exhibit 10.1 ------------ STOCK PURCHASE AGREEMENT AGREEMENT made as of the 1st day of January, 2005, by and between PASQUALE J. DEVITO, PH.D. ("DeVito"), residing at 33 Jarvis Road, Old Saybrook, CT 06475 and RICHARD S. ZUSMAN, ED.D. ("Zusman"),...Stock Purchase Agreement • January 21st, 2005 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
EXHIBIT 10 ---------- EMPLOYMENT AGREEMENT This Agreement ("Agreement"), dated as of September 20, 2007 (the "Effective Date"), is between Questar Assessment, Inc., a Delaware corporation (the "Company"), and Roy Lipner, an individual resident of...Employment Agreement • November 2nd, 2007 • Questar Assessment, Inc. • Services-educational services • Minnesota
LOAN AGREEMENTLoan Agreement • July 8th, 2005 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.4 ------------ CONSULTING AGREEMENT AGREEMENT, dated as of March 11, 1997, by and between Michael Milone ("Consultant") and TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a Delaware corporation (the "Company"). W I T N E S S E T H: - - - - -...Consulting Agreement • June 11th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services
CONTRACT OF SALE ----------------Contract of Sale • March 17th, 2003 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
Exhibit 10.6 ------------ ROYALTY AGREEMENT AGREEMENT made this 30th day of May, 1997, by and between MODERN LEARNING PRESS, INC., a Delaware corporation with its principal place of business at 910 Church Street, Honesdale, Pennsylvania 18437 ("Modern...Royalty Agreement • June 16th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New Jersey
Exhibit 10.1 ------------ ASSET PURCHASE AGREEMENT AGREEMENT made as of this 2nd day of November, 1998 by and between MILDRED ELLEY SCHOOL, INC., a New York corporation, having its principal place of business at 800 New Loudon Road, Suite 5120,...Asset Purchase Agreement • November 23rd, 1998 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
EXECUTION COPY ASSET SALE AGREEMENT AGREEMENT made this 3rd day of June, 2003, by and among MILDRED ELLEY SCHOOL, INC., a New York corporation having its principal place of business at 800 New Loudon Road, Suite 5120, Latham, New York 12110...Asset Sale Agreement • June 18th, 2003 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
AGREEMENTInvestment Banking Agreement • June 11th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • June 6th, 2006 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
AGREEMENTServices Agreement • June 11th, 1997 • Touchstone Applied Science Associates Inc /Ny/ • Services-educational services • New York
