AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership 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 AGREEMENTEmployment 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”).
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...Detachable and Transferable Warrant • 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 AGREEMENTSecurity 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”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated 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 AGREEMENTSubordination 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”).
PLEDGE AGREEMENTPledge 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).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • 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.
