Exhibit 10.5
ADDENDUM TO THE SOFTWARE LICENSE
AGREEMENT BETWEEN
CAMPUS MANAGEMENT CORP®
AND
BRIDGEPORT EDUCATION
INC.
Purpose of Addendum: Increase
ASRs
This Addendum, effective upon the
mutual execution by the parties hereunder, is incorporated into and
made a part of the Software License Agreement (the “License
Agreement”) between Campus Management Corp.
(“CMC”) and Bridgeport Education Inc.
(“Customer”), dated as of March 2, 2004. All
capitalized terms not otherwise defined herein shall have the
meaning set forth in the License Agreement. The License
Agreement shall be amended, as follows:
1.
Customer is hereby licensed to use
the Licensed Program, including those set forth in Section 2
below, for an additional [***] ASRs, for a total of up to [***]
ASRs, at the following licensed Campuses:
|
Institution Name
|
|
Campus Address
|
|
Bridgeport Education, Inc.
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
Ashford University (AU-TR)
|
|
400 North Bluff Road, Clinton, Iowa
52732
|
|
Ashford University Online (AUO)
(AU-AC)
|
|
400 North Bluff Road, Clinton, Iowa
52732
|
|
University of the Rockies-Online
|
|
13500 Evening Creek Drive, Suite 600, San
Diego. CA 92128
|
|
Ashford University- Evening Accelerated
(AU-EA)
|
|
400 North Bluff Road. Clinton, Iowa
52732
|
|
Ashford Audit
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
Instructor Campus
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
University of the Rockies (TR)
|
|
555 East Pikes Peak Ave., Colorado Springs, CO
80903
|
|
|
|
Total Campuses -
8
|
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
2.
The incremental License Fees for the
additional ASRs, at the above licensed Campuses, are as
follows:
|
License
|
|
Cost
|
|
|
CampusVue
|
|
$
|
[***]
|
|
|
CampusPortal
|
|
$
|
[***]
|
|
|
CampusLink AppCreator
|
|
$
|
[***]
|
|
|
CampusLink Communicator
|
|
$
|
[***]
|
|
|
CampusLink eLead
|
|
$
|
[***]
|
|
|
CampusLink eLearning
|
|
$
|
[***]
|
|
|
TOTAL
|
|
$
|
[***]
|
|
3.
Full payment of the non-refundable
fee is due and payable on or before July 1, 2009.
This Addendum is deemed effective
upon acceptance at CMC’s principal offices. Except as
expressly stated herein, all other terms of the License Agreement,
as amended, remain unchanged and in full force and
effect.
|
BRIDGEPOINT EDUCATION, INC.
|
|
CAMPUS MANAGEMENT CORP.
|
|
|
|
|
|
By:
|
/s/
|
|
By:
|
/s/
|
|
|
|
|
|
|
|
Print:
|
Daniel J. Devine
|
|
Print:
|
Anders Nessen
|
|
|
|
|
|
|
|
Title:
|
CFO
|
|
Title:
|
CFO
|
|
|
|
|
|
|
|
Date:
|
6-29-09
|
|
Date:
|
6-29-09
|
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
2
ADDENDUM TO THE SOFTWARE LICENSE
AGREEMENT BETWEEN
CAMPUS MANAGEMENT CORP®
AND
Bridgeport Education
Inc.
Purpose of Addendum: Unlimited
Record Count License
This Addendum, effective upon the
mutual execution by the parties hereunder, is incorporated into and
made a part of the Software License Agreement (the ‘License
Agreement”) between Campus Management Corp. (“CMC) and
Bridgeport Education Inc. (“Customer”), dated as of
March 2, 2004. All capitalized terms not otherwise
defined herein shall have the meaning set forth in the License
Agreement. The License Agreement shall be amended, as
follows:
1.
Whereas Customer has [***] ASRs
licensed and desires to obtain an unlimited Record Count
(ASRs). Subject to the terms and conditions of the License
Agreement and this Addendum, including CMC’s receipt of the
initial payment below, Customer shall be licensed to use the
Licensed Programs (see products set forth in Section 2 below),
for an unlimited Record Count (ASRs), at the following licensed
Campuses:
|
Institution Name
|
|
Campus Address
|
|
Bridgeport Education, Inc.
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
Ashford University (AU-TR)
|
|
400 North Bluff Road, Clinton, Iowa
52732
|
|
Ashford University Online (AUO)
(AU-AC)
|
|
400 North Bluff Road, Clinton, Iowa
52732
|
|
University of the Rockies-Online
|
|
13500 Evening Creek Drive, Suite 600, San
Diego. CA 92128
|
|
Ashford University- Evening Accelerated
(AU-EA)
|
|
400 North Bluff Road. Clinton, Iowa
52732
|
|
Ashford Audit
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
Instructor Campus
|
|
13500 Evening Creek Drive, Suite 600, San
Diego, CA 92128
|
|
University of the Rockies (TR)
|
|
555 East Pikes Peak Ave., Colorado Springs, CO
80903
|
|
|
|
Total Campuses -
8
|
2.
For clarification, Customer
acknowledges and agrees that the unlimited Record Count does not
apply to any non-organic Record Count increases (i.e., as a result
of Customer’s acquisition of additional Record Count or
Campuses resulting from a change of control, merger or acquisition
by or of Customer or its affiliates).
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
3
3.
The incremental License Fees for the
following License Programs for the unlimited Record Count, at the
above licensed Campuses, are as follows:
|
License
|
|
Cost
|
|
|
CampusVue
|
|
|
|
|
CampusPortal
|
|
|
|
|
CampusLink AppCreator
|
|
|
|
|
CampusLink Communicator
|
|
|
|
|
CampusLink
|
