CONSENT, WAIVER AND AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
GREENWOOD HALL, INC. a Nevada corporation (including any successor in interest thereto, “Payor” or the “Company”). COLGAN FINANCIAL GROUP, INC., a Connecticut corporation (“CFG”) and ROBERT LOGAN (“Logan.” and together with CFG, the “Holder”), are parties to that certain Secured Convertible Promissory Note (the “Note”) dated December 18, 2014, and desire to amend such Note pursuant to this Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) dated as of April 13. 2015 (the “Effective Date). Capitalized terms used, but not otherwise defined, shall have the meanings set forth in the Note.
CONSENT, WAIVER AND AMENDMENT NO. 4 TO SECURED PROMISSORY NOTESecured Promissory Note • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
PCS Link, Inc. (“Borrower”) is the borrower under that certain Secured Promissory Note (the “Note”) dated December 23, 2013, as amended, payable to Colgan Financial Group, Inc., a Connecticut corporation (“Lender”), Borrower and Lender desire to amend such Note pursuant to this Amendment No. 4 to Secured Promissory Note (this “Amendment”) dated as of April 13, 2015 (the “Effective Date”), and Greenwood Hall, Inc. (“Greenwood Hall”), the parent of Borrower, desires to become an party to and enter into and join this Amendment as set forth below. Capitalized terms used, but not otherwise defined, shall have the meanings set forth in the Note.
OFFICE LEASE AGREEMENT UNION HILLS OFFICE PLAZAOffice Lease Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • Arizona
THIS OFFICE LEASE AGREEMENT is made and entered into as of the Effective Date by and between AX UNION HILLS L.P., a Delaware limited partnership, as Landlord, and GREENWOOD HALL, INC., a Nevada corporation, as Tenant.
April 13,2015Subordination Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
Reference is made to the Amended and Restated Subordination Agreement dated July 18, 2014, by and among PCS Link, Inc., a California corporation, d/b/a Greenwood and Hall (“Borrower”), Greenwood Hall, Inc, a Nevada corporation (“Guarantor” and together with Borrower, the “Credit Parties”), California United Bank (“CUB”), and Opus Bank (“Bank”), as amended by the Omnibus Amendment, Reaffirmation and Ratification, dated as of December 18, 2014 (collectively, the “CUB Subordination Agreement”). Unless otherwise defined herein, all capitalized terms used in this letter shall have the same respective meanings specified for such terms in the CUB Subordination Agreement.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
DESCRIPTION OF EXISTING INDEBTEDNESS: ORIGINAL PROMISSORY NOTE DATED OCTOBER 21, 2010 AS EXTENDED AND RENEWED FROM TIME TO TIME, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF A PROMISSORY NOTE DATED MAY 28, 2013, IN THE AMOUNT OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (“CUB RLOC”) EXECUTED AND DELIVERED TO CALIFORNIA UNITED BANK (“LENDER”)
SECOND AMENDMENT, WAIVER AND RATIFICATION dated as of April 13, 2015 Among PCS LINK, INC. d/b/a GREENWOOD & HALL, as the Borrower, GREENWOOD HALL, INC. as the Guarantor, and OPUS BANK, as the Bank Re Amended and Restated Credit Agreement dated as of...Amended and Restated Credit Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services • California
THIS SECOND AMENDMENT, WAIVER AND RATIFICATION dated as of April 13, 2015 (this “Amendment”) is by and among (a) PCS LINK, INC., a California corporation d/b/a Greenwood & Hall (“Borrower”), (b) GREENWOOD HALL, INC., a Nevada corporation (“Guarantor,” and together with the Borrower, collectively, “Credit Parties”), and (c) OPUS BANK, a California commercial bank, as Bank (“Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.
AMENDMENT NUMBER TEN TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 15th, 2015 • Greenwood Hall, Inc. • Services-management consulting services
THIS AMENDMENT NUMBER TEN TO BUSINESS LOAN AGREEMENT (this “Amendment”), dated as of April 13, 2015, is entered into between PCS Link, Inc, a California corporation, dba Greenwood & Hall (“Borrower”), and California United Bank, a California banking corporation, (“Lender”), with regard to the following facts:
