LOAN AND SECURITY AGREEMENT by and between MORIAH EDUCATION MANAGEMENT LLC as Lender, and GREENWOOD HALL, INC., and PCS LINK, INC. jointly and severally, as Borrower Dated: October __, 2016Loan and Security Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
LOAN AND SECURITY AGREEMENT, dated as of October 14, 2016, by and among GREENWOOD HALL, INC., a Nevada corporation with a principal place of business at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90025 (“Greenwood”), PCS LINK, INC., a California corporation with a principal place of business at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90025 (“PCS” and, together with Greenwood, jointly and severally, “Borrower”), and MORIAH EDUCATION MANAGEMENT LLC, a Delaware limited liability company with offices at 1 University Plaza, Hackensack, NJ 07601 (together with its successors and assigns, the “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
THIS PLEDGE AND SECURITY AGREEMENT dated as of this __ day of October 2016 (the “Pledge Agreement”) is made by GREENWOOD HALL, INC., a Nevada corporation (“Pledgor”), in favor of MORIAH EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Lender”).
CONTINUING GUARANTYContinuing Guaranty • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • New York
This Continuing Guaranty, dated as of October __, 2016 (“Guaranty”), is by John Hall, an individual (“Guarantor”), in favor of Moriah Education Management, LLC, a Delaware limited liability company (“Lender”).
CONSENT, WAIVER AND AMENDMENT NO. 3 TO SECURED CONVERTIBLE PROMISSORY NOTE AND LETTER AGREEMENTSecured Convertible Promissory Note • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • Connecticut
GREENWOOD HALL, INC. a Nevada corporation (including any successor in interest thereto, “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, dated December 18, 2014; Consent, Waiver and Amendment No. 1 (“First Amendment”) to Secured Convertible Promissory Note dated April 13, 2015; and Consent, Waiver and Amendment No. 2 (“Second Amendment”) to Secured Convertible Promissory Note dated September 15, 2015 (collectively, as hereafter amended, the “Note”), together with a Letter Agreement dated December 18, 2014 between the Company and the Holder (the “Letter Agreement”); and desire to further amend such Note and Letter Agreement pursuant to this Consent, Waiver and Amendment No. 3 to Secured Convertible Promissory Note (this “Amendment”), which Amendment is hereby dated as of October __, 2016 (the “Effective Date). Capitalized terms used
EXCHANGE AGREEMENTExchange Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services
This Exchange Agreement (the “Agreement”) is entered into as of the 3rd day of October, 2016, by and among Greenwood Hall, Inc., a Nevada corporation with offices located at 12424 Wilshire Boulevard, Suite 1030, Los Angeles, CA 90205 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
CONSENT, WAIVER AND AMENDMENT NO. 5 TO SECURED PROMISSORY NOTESecured Promissory Note • December 6th, 2016 • 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. 5 to Secured Promissory Note (this “Amendment”) dated as of October __, 2016 (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.
October 13, 2016Payoff Confirmation Letter • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services
Reference is made to the Amended and Restated Credit Agreement dated as of July 18, 2014 (as heretofore amended, restated, supplemented or otherwise modified, the "Loan Agreement"), by and among PCS Link, Inc., a California corporation d/b/a Greenwood & Hall ("Borrower"), Greenwood Hall, Inc., a Nevada corporation, and Opus Bank ("Bank"). All capitalized terms used in this letter agreement without definition shall have the respective meanings specified for such terms in the Loan Agreement.
NOTE PURCHASE AND RESTRUCTURING AGREEMENTNote Purchase and Restructuring Agreement • December 6th, 2016 • Greenwood Hall, Inc. • Services-management consulting services • Nevada
This NOTE PURCHASE AND RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2016 (the “Effective Date”), by and among Greenwood Hall, Inc., a Nevada corporation (the “Company”), and Redwood Fund, LP, a Delaware limited partnership (“Investor”). Each of the Company and Investor shall hereinafter be referred to as a “Party” and collectively referred to as the “Parties”.
