0001104659-05-005700 Sample Contracts

REGISTRATION RIGHTS AGREEMENT AMONG NEW HORIZONS WORLDWIDE, INC. AND THE STOCKHOLDERS LISTED ON EXHIBIT A HERETO DATED FEBRUARY 8, 2005
Registration Rights Agreement • February 11th, 2005 • New Horizons Worldwide Inc • Services-educational services • Delaware

This Agreement, dated February 8, 2005, is entered into by and among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, “Camden”) and other parties identified as Series A Preferred Stockholders on Exhibit A hereto, as may be amended from time to time (collectively with Camden, the “Series A Preferred Stockholders” and each, a “Series A Preferred Stockholder”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 11th, 2005 • New Horizons Worldwide Inc • Services-educational services • California
NEW HORIZONS WORLDWIDE, INC. SERIES A STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 7, 2005
Series a Stock Purchase Agreement • February 11th, 2005 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS SERIES A STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2005 by and among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, “Camden”) and each of the persons listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

STOCKHOLDERS’ AGREEMENT AMONG NEW HORIZONS WORLDWIDE, INC. AND THE STOCKHOLDERS LISTED ON EXHIBIT B HERETO DATED FEBRUARY 8, 2005
Stockholders’ Agreement • February 11th, 2005 • New Horizons Worldwide Inc • Services-educational services • Delaware

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of February 8, 2005 by and among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, “Camden”) and other parties identified as Series A Preferred Stockholders on Exhibit B hereto, as may be amended from time to time (collectively with Camden, the “Series A Preferred Stockholders”).

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