0000950153-08-000585 Sample Contracts

CONTROL AGREEMENT
Control Agreement • March 27th, 2008 • Apollo Group Inc • Services-educational services • New York

This agreement refers to the above-referenced and entitled Smith Barney Inc. (“SB”) Account (together with any substitution or replacement thereof, the “Account”) which the undersigned account holder(s) (jointly and severally if more than one) (the “Account Holder”) has instructed SB (the “Securities Intermediary”) to entitle as referenced above and hold certain of the Account Holder’s assets as set forth in Exhibit “A”. The Account Holder and the Securities Intermediary hereby acknowledge and agree that the Account is a cash securities account and is not a DVP account, a retirement account, an SB margin account or an SB linked account.

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OPTION AGREEMENT APOLLO GROUP, INC., OPTION GRANTOR and MACQUARIE RIVERPOINT AZ, LLC, OPTION HOLDER
Option Agreement • March 27th, 2008 • Apollo Group Inc • Services-educational services • Arizona
FIRST AMENDMENT TO OPTION AGREEMENT
Option Agreement • March 27th, 2008 • Apollo Group Inc • Services-educational services

THIS FIRST AMENDMENT TO OPTION AGREEMENT (the “Amendment”) is entered into this 7th day of March, 2007 (the “Effective Date”), by and between APOLLO GROUP, INC., an Arizona corporation (“Option Grantor”) and MACQUARIE RIVERPOINT AZ, LLC, a Delaware limited liability company (the “Option Holder”).

COLLATERALIZED BOND SURETY PROGRAM REGISTERED PLEDGE AND MASTER SECURITY AGREEMENT
Master Security Agreement • March 27th, 2008 • Apollo Group Inc • Services-educational services • New York

THIS AGREEMENT (“Master Agreement”), made and entered into by and between Travelers Casualty and Surety Company of America acting on its own behalf and as Agent on behalf of its parents, subsidiaries and affiliates (the “Secured Party”) and Pledgor, as identified below, on its own behalf and as Agent on behalf of any affiliate or other entity which is a party to the Indemnity Agreements defined below (“Pledgor”). This Master Agreement shall be effective as of the date executed by the Pledgor as evidenced by the signature below, subject to the acceptance by Secured Party.

SECOND AMENDMENT TO OPTION AGREEMENT
Option Agreement • March 27th, 2008 • Apollo Group Inc • Services-educational services

THIS SECOND AMENDMENT TO OPTION AGREEMENT (the “Amendment”) is entered into this 17th day of March, 2008 (the “Effective Date”), by and between APOLLO GROUP, INC., an Arizona corporation (“Option Grantor”) and MACQUARIE RIVERPOINT AZ, LLC, a Delaware limited liability company (the “Option Holder”).

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