EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2004, by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Trinity Learning Corp • September 7th, 2004 • Services-educational services • New York
EXHIBIT 10.1 TRINITY LEARNING CORPORATION SECURITIES PURCHASE AGREEMENT August 31, 2004Securities Purchase Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.8 TRINITY LEARNING CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Ltd. P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands...Trinity Learning Corp • September 7th, 2004 • Services-educational services • New York
EXHIBIT 10.2 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 31st day of August 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville,...Restricted Account Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
EXHIBIT 10.9 SUBSIDIARY GUARANTY New York, New York August 31, 2004 FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. ("Laurus") to or...Trinity Learning Corp • September 7th, 2004 • Services-educational services • New York
ARTICLE I INTEREST & AMORTIZATIONTrinity Learning Corp • September 7th, 2004 • Services-educational services • New York
BACKGROUNDStock Pledge Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
August 31, 2004 Trinity Learning Corporation 1831 Second Street Berkeley, CA 94710 Attn: Doug Cole Re: Restricted Account: Account Number 2704051990, Account Name: Trinity Learning Corporation, maintained at North Fork Bank (the "Restricted Account")....Trinity Learning Corp • September 7th, 2004 • Services-educational services
Reference is made to (i) that certain Securities Purchase Agreement, dated as of August 31, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between Trinity Learning Corporation, a Utah corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of August 31, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $4,491,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the
