0001047469-05-015781 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2005 • Lincoln Educational Services Corp • Services-educational services • New York

REGISTRATION RIGHTS AGREEMENT, dated as of June , 2005 (this “Agreement”), by and between Back to School Acquisition, L.L.C., a limited liability company formed under the laws of the State of Delaware (“Stonington”), and Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”).

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LINCOLN EDUCATIONAL SERVICES CORPORATION
Lincoln Educational Services Corp • May 25th, 2005 • Services-educational services

Reference is made to the Employment Agreement dated January 3, 2005 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

LINCOLN EDUCATIONAL SERVICES CORPORATION
Lincoln Educational Services Corp • May 25th, 2005 • Services-educational services

Reference is made to the Employment Agreement dated January 3, 2005 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

LINCOLN EDUCATIONAL SERVICES CORPORATION
Lincoln Educational Services Corp • May 25th, 2005 • Services-educational services

Reference is made to the Employment Agreement dated January 3, 2005 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

LINCOLN EDUCATIONAL SERVICES CORPORATION
Lincoln Educational Services Corp • May 25th, 2005 • Services-educational services

Reference is made to the Employment Agreement dated January 3, 2005 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

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