Borrower: PCS LINK, INC. 1936 E DEERE AVE STE 120 SANTA ANA, CA 92705-5732 Lender: CALIFORNIA UNITED BANK ENCINO HEADQUARTERS 15821 VENTURA BOULEVARD SUITE 100 ENCINO, CA 91436-5203Business Loan Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • California
THIS BUSINESS LOAN AGREEMENT dated October 21, 2010, is made and executed between PCS LINK, INC. (“Borrower”) and CALIFORNIA UNITED BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
DIVIO HOLDINGS, CORP. (to be renamed greenwood Hall, inc.) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of June 30, 2014, is made by and between Divio Holdings, Corp. (to be renamed Greenwood Hall, Inc.), a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”).
NON-U.S. AND NON-CANADIAN SUBSCRIBERS ONLY) DIVIO HOLDINGS, CORP. (to be renamed GREENWOOD HALL, INC.) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (UNITS – US$1.00 PER UNIT) INSTRUCTIONS TO PURCHASERSubscription Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts • Nevada
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Divio Holdings, Corp. (to be renamed Greenwood Hall, Inc.) (the “Company”) that number of units of the Company (each, a “Unit”) set out below at a price of US$1.00 per Unit. Each Unit is comprised of one share of common stock of the Company (each, a “Share”) and one non-transferable common stock purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one share of common stock of the Company (each, a “Warrant Share”) at a price of US$1.30 per Warrant Share until 5:00 p.m. (Pacific time) on the date of expiration of the Warrant, which is 24 months following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units”.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts
GREENWOOD HALL, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 55 A Cliff View Drive, Green Bay, Auckland, New Zealand
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • July 29th, 2014 • Greenwood Hall, Inc. • Motorcycles, bicycles & parts
DIVIO HOLDINGS, CORP., a company incorporated under the laws of the State of Nevada and having an address at 55 A Cliff View Drive, Green Bay, Auckland, NZ
