Exhibit 10.5


 


CONSENT,
WAIVER AND 


AMENDMENT
NO. 1 TO 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


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.


 


Now,
therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Holder
hereby agree as follows:


 


1.          Confirmations.
As of the Effective Date, Company hereby confirms that it is unconditionally indebted to Holder in the amount of $515,000, reflecting
principal and accrued interest through the Effective Date, Company acknowledges and agrees that interest is continuing to accrue
as set forth in the Note. Company hereby confirms to Holder that it is unconditionally indebted to the Holder for all amounts
owed under the Note and that Company has no claims, causes of action
or counterclaims, whatsoever, in law or
equity, in connection with the Note. Company hereby further confirms the grant in favor of the Holder of a continuing Security
Interest in all of Collateral pursuant to the Note.


 


2.          Consent
to Certain Transactions with Opus Bank; Waiver of Existing Defaults.


 


(a)          Company.
PCS Link. Inc. (“PCS”) and
Opus Bank (“Bank”) are
entering into a Second Amendment, Waiver and Ratification dated as of the date hereof (the “Bank Credit Agreement Amendment”) with respect
to the Bank Credit Agreement among such parties. Holder hereby consents to the
transactions contemplated by the Bank Credit Agreement Amendment, notwithstanding anything to the contrary set forth in that certain
Subordination Agreement dated December 17,
2014 among Company, PCS, Bank and Holder.


 


(b)          Holder
hereby waives any defaults or events of default known to exist as of the date hereof under the Note until the Forbearance Termination
Date (as defined in the Bank Credit Agreement Amendment). Further, notwithstanding anything to the contrary set forth in
the Note, until no earlier than the Forbearance Termination Date, Holder shall not demand, nor shall Holder accept, payment from
Company of any principal, interest, fees
or other amounts payable by Company to Holder, except as may be set forth in the Company’s
weekly budget.


 




    	 



    	 



    

  


3.          Amendments.
From and after the Effective Date, the Note
is amended as follows:
if Company or PCS intends to grant to
any other lender, investor or third party any rights to convert (“New Conversion Rights”)
debt or other amounts owing to any such lender, investor or third party into any equity
securities of Company or its affiliates,
then Company and PCS shall provide Holder written notice at least ten (10) business prior to the closing of any transaction involving
any such New Conversion Rights. During such ten (10) business day period. Holder, at its sole option and discretion, by providing
written notice to Company, may elect to replace the conversion rights set forth in Section 7 of the Note with the New Conversion
Rights. If Holder exercises this option to convert to the New Conversion Rights, Company and PCS shall execute such documents and
agreements, and take any actions, as requested by Holder to reflect such conversion. Company and PCS shall not close any transaction
with any such lender, investor or third party
that provides for New Conversion Rights if Holder has exercised its option set forth in this Section 3 without effecting the conversion
of Holder’s conversion rights to New Conversion Rights prior to or simultaneously with the closing of the transaction with the
applicable lender, investor or third party. For clarity, any securities issued by Company upon exercise of any New Conversion Rights
shall be deemed Conversion Securities as set forth in the Note for all purposes, including without limitation the registration
rights as set forth in that certain letter agreement between Company and Holder dated December 18, 2014 covering, among other things,
observer rights, warrants and registration rights.


 


4.          Representations
and Warranties. All corporate action on the
part of Company necessary for the issuance and delivery of this Amendment has been taken. This Amendment, when executed and delivered
by Company, shall constitute valid and binding
obligations of each of Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Company’s
execution, delivery and performance of
its obligations under this Amendment and related documents and agreements do not and will not (a) contravene or conflict with the
formation documents of Company, (b) contravene
or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding
upon or applicable to Company, or (c) require the consent of any third party that has not been obtained.


 


5.          Effect
of Amendment. The terms and conditions of
the Note shall remain the same and in full force and effect,
except as specifically modified or replaced herein. Without limiting the generality of the foregoing, the parties agree that this
Amendment shall be governed by and construed in accordance with the laws of the State of Connecticut
without giving effect to any choice or conflict of law provision or rule (whether in the State of Connecticut or any other jurisdiction)
that would cause the application of the laws of any other jurisdiction. Company and Holder agree that the Federal and State courts
of Connecticut shall be the exclusive forum for the resolution of any disputes related to this Amendment or the performance by
Company or Holder of their respective obligations hereto. Company and Holder consent to such exclusive jurisdiction and agree to
waive and not assert any objections to such jurisdiction, including those related to forum non conveniens. The terms of this Amendment
shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. The Note, as amended
by this Amendment, together with all exhibits and schedules and documents referenced herein, supersedes all previous understandings
and agreements between the parties, whether
oral or written, with respect to the subject matter hereof.


 




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6.          Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all
signatures were upon the same instrument. Signatures
may be affixed manually or digitally and delivery of an executed counterpart of the
signature pages to this Amendment by facsimile
or by electronic means shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


[Signature
page follows.]


 




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In
witness whereof, the parties have executed this Amendment as of the date first
set forth above.


 


	 	GREENWOOD HALL, INC.
	 	 
	 	/s/ John
    R. Hall
	 	Name: 
	 	Title: CEO
	 	 
	 	COLGAN FINANCIAL
    GROUP, INC.,
	 	AS HOLDER
	 	 
	 	/s/ Robert Colgan
	 	Name: Robert Colgan 
	 	Title: President





 






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