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...Common Stock Purchase Warrant • September 7th, 2004 • Trinity Learning Corp • 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...Master Security Agreement • September 7th, 2004 • Trinity Learning Corp • 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...Subsidiary Guaranty • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
BACKGROUNDStock Pledge Agreement • September 7th, 2004 • Trinity Learning Corp • Services-educational services • New York
