ContractProsoftTraining • September 1st, 2004 • Services-educational services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
PROSOFTTRAINING SECURED 8% CONVERTIBLE NOTE DUE AUGUST 30, 2006ProsoftTraining • September 1st, 2004 • Services-educational services
THIS NOTE is one of a series of duly authorized and issued notes of ProsoftTraining, a Nevada corporation (the “Company”), designated as its Secured 8% Convertible Notes due August 30, 2006, in the original aggregate principal amount of one million three hundred and fifty thousand dollars ($1,350,000) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).
PURCHASE AGREEMENTPurchase Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services • New York
This Purchase Agreement (this “Agreement”) is dated as of August 30, 2004, among ProsoftTraining, a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is entered into as of August 30, 2004 between PROSOFTTRAINING, a Nevada corporation (“Debtor”), and HUNT CAPITAL GROWTH FUND II, L.P. (“Secured Party”).
SECURITY AGREEMENTSecurity Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services • New York
THIS SECURITY AGREEMENT (the “Agreement”) dated as of August 30, 2004 between ProsoftTraining, a Nevada corporation (the “Debtor”), DKR SoundShore Oasis Holding Fund Ltd., a company organized under the laws of Bermuda (“DKR Oasis”), DKR SoundShore Strategic Holding Fund Ltd., a company organized under the laws of Bermuda (collectively with DKR Oasis, the “Secured Party”), and DKR Oasis, in its capacity as administrative agent for the Secured Party (the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2004, by and among ProsoftTraining, a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTESecurities Purchase Agreement • September 1st, 2004 • ProsoftTraining • Services-educational services
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTE (the “Amendment”) is entered into as of August 30, 2004 between PROSOFTTRAINING, a Nevada corporation (“the Company”), and HUNT CAPITAL GROWTH FUND II, L.P. (“Hunt”).
