Exhibit 10.22


 


NOTE PURCHASE AND RESTRUCTURING AGREEMENT


 


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”.


 


RECITALS


 


A.           On
March 31, 2015, the Company issued to Investor that certain convertible promissory note (as amended, amended and restated, supplemented
or otherwise modified, the “March 2015 Redwood Note”) with a principal amount of $295,000, which March 2015
Redwood Note has an outstanding balance of $0 as of the Effective Date;


 


B.           On
August 14, 2015, the Company issued to Investor that certain convertible promissory note (as amended, amended and restated, supplemented
or otherwise modified, the “August 2015 Redwood Note”) with a principal amount of $588,236.30, which August
2015 Redwood Note has an outstanding balance of $654,956.80 as of the Effective Date;


 


C.           On
November 6, 2015, the Company issued to Investor that certain convertible promissory note (as amended, amended and restated, supplemented
or otherwise modified, the “November 2015 Redwood Note”) with a principal amount of $125,000, which November
2015 Redwood Note has an outstanding balance of $138,345.89 as of the Effective Date;


 


D.           On
December 14, 2015, the Company issued to Investor that certain convertible promissory note (as amended, amended and restated, supplemented
or otherwise modified, the “December 2015 Redwood Note”) with a principal amount of $30,000, which December
2015 Redwood Note was amended on January 18, 2016 to increase the principal amount thereon to $45,100 and has an outstanding balance
of $48,910.64 as of the Effective Date;


 


E.           On
February 4, 2016, the Company issued to Investor that certain convertible promissory note (as amended, amended and restated, supplemented
or otherwise modified, the “February 2016 Redwood Note”) with a principal amount of $235,294.18, which February
2016 Redwood Note has an outstanding balance of $250,765.58 as of the Effective Date;


 


F.           The
August 2015 Redwood Note, the November 2015 Redwood Note, the December 2015 Redwood Note and the February 2016 Redwood Note (collectively
referred to as the “Redwood Notes”), have a combined principal amount of $993,630.48 and, as of the Effective
Date, a combined outstanding balance of $1,092,978.91 (the “Redwood Note Balance”);


 


G.           Reference
is made herein to that certain convertible promissory note (as amended, amended and restated, supplemented or otherwise modified,
the “FirstFire Note”) issued by the Company on December 21, 2015 to FirstFire Global Opportunities Fund, LLC
with a principal amount of $250,000, which FirstFire Note has an outstanding balance of $375,000 as of the Effective Date;


 


H.           The
Company contemplates entering into a Loan and Security Agreement with Moriah Education Management, LLC (“Black Dolphin”)
on or about the Effective Date, pursuant to which the Company shall issue to Black Dolphin a revolving promissory note (the “Black
Dolphin Note”) in the principal amount of up to $3,500,000, secured by substantially all of the assets of the Company;
and


 




     


     


    

 


I.           The
Company and Investor desire to consolidate the Redwood Note Balance into one (1) promissory note, and Investor desires to advance
and the Company desires to receive additional funds thereon, in accordance with the terms and conditions set forth in this Agreement,
as of the Effective Date.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing promises and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto, intending to be bound legally, agree as follows:


 


1.           Waiver
of Default. Investor hereby waives all existing defaults, including financial covenant defaults, cross defaults to other
indebtedness and defaults relating to the non-payment of any amounts due under the Note as of the Effective Date.


 


2.           Sale
and Purchase of September 2016 Note.


 


A.           Sale
and Issuance of the September 2016 Note. Subject to the terms and conditions of this Agreement, Investor agrees to purchase
at the Closing, as defined below, and the Company agrees to sell and issue to Investor the promissory note, in substantially the
form attached to this Agreement as Exhibit A (the “September 2016 Note”).  In consideration
for the payment of $300,000 (the “Purchase Price”), Investor shall receive a September 2016 Note in the principal
amount of $1,418,496.92, representing the sum of (i) the Redwood Note Balance, plus (ii) $352,941.18 in additional principal.  The
September 2016 Note shall be issued with an original issue discount equal to fifteen percent (15%).   


 


B.           Closing;
Delivery. The purchase, sale and issuance of the September 2016 Note shall take place on the date first set forth above (the
“Closing”), or at such other time as the Company and Investor mutually agree upon, orally or in writing.  At
the Closing, the Company shall deliver to Investor the September 2016 Note to be purchased by Investor against payment of the Purchase
Price by check or by wire transfer to the Company’s bank account or an escrow account designated by the Company.


 


C.           Use
of Proceeds. Proceeds from the September 2016 Note shall be used exclusively to satisfy and fully extinguish all obligations
under the FirstFire Note.


 


3.           Termination
of Consolidated Notes. Immediately upon the Closing, and without any further action by Investor or the Company, the November
2015 Redwood Note and the December 2015 Redwood Note, with a combined outstanding balance equal to $187,256.53 as of the Effective
Date, shall be automatically terminated and of no further force or effect, and there shall be no further obligations of the Company
or Investor thereunder as of such date.


 


4.           Subsequent
Restructuring. So long as the Company continues to make timely payments of interest pursuant to the terms of the September
2016 Note, and is not otherwise in default thereunder, on the one (1) year anniversary following the issuance thereof, the Company
and Investor shall fully extinguish and terminate all obligations under the September 2016 Note (the “Extinguishment”)
and the Company shall issue a new promissory note to Investor in the principal amount outstanding under the September 2016 Note
as of the date of Extinguishment, at an original issue discount equal to ten percent (10%).


 


5.           Representations
and Warranties of the Company. The Company hereby represents and warrants to Investor as of the Effective Date that:


 




     


     


    

 


A.           Organization,
Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted
and as proposed to be conducted. 


 


B.           Authorization.  All
corporate action required to be taken by the Company’s Board of Directors, stockholders and creditors in order to authorize
the Company to enter into the this Agreement, and issue the September 2016 Note and the authorization, sale, issuance and delivery
of the September 2016 Note , and the performance of all obligations of the Company thereunder has been taken or will be taken prior
to the Closing.  All action on the part of the officers of the Company necessary for the execution and delivery of the
September 2016 Note, and the issuance and delivery of the September 2016 Note has been taken or will be taken prior to the Closing.  The
September 2016 Note, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.


 


C.           Valid
Issuance of Security.  The September 2016 Note, when issued, sold and delivered in accordance with the terms
and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, subject to any restrictions
on transfer contained therein and under applicable state and federal securities laws.  Assuming the accuracy of the representations
of Investor in Section 6 of this Agreement and subject to the filings described in Section 2.4,
the September 2016 Note will be issued in compliance with all applicable federal and state securities laws.  


 


D.           Governmental
Consents and Filings.  Assuming the accuracy of the representations made by Investor in Section 6,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by the September 2016 Note, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws, which have been made or will be made in a timely manner.


 


E.           Capitalization.  The
authorized capital of the Company consists, or will consist, immediately prior to the Closing, of:


 


(i) 56,839,723 shares
of Common Stock, issued and outstanding immediately prior to the Closing.  All of the outstanding shares of Common Stock
have been duly authorized, fully paid and are nonassessable and issued in compliance with all applicable federal and state securities
laws.


 


(ii) Except for warrants and options
to purchase 1,176,473 shares of Common Stock, there are no outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from
the Company of any shares of its capital stock.


 


F.           No
Litigation.  There is no action, suit, proceeding, judgment, claim or investigation pending or, to the knowledge
of the Company, threatened against the Company which could reasonably be expected in any manner to challenge or seek to prevent,
enjoin, alter or materially delay any of the transactions contemplated by the 2016 Promissory Note


 




     


     


    

 


G.           SEC
Filings.


 


(i) Since January 1,
2014, the Company has filed all reports, registrations, documents, filings, statements and submissions, together with any amendments
thereto, that the Company was required to file with the SEC (the “SEC Filings”).  As of the time it
was filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (a) each
of the SEC Filings complied as to form in all material respects with the applicable requirements of the Act or the Securities Exchange
Act of 1934, as amended (as the case may be), and (b) none of the SEC Filings contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


(ii) The consolidated
financial statements contained in the SEC Filings: (a) complied as to form in all material respects with the published rules
and regulations of the SEC applicable thereto; (b) were prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements
and (in the case of unaudited financial statements) as permitted by Form 10-Q of the SEC, and except that unadjusted financial
statements may not contain footnotes and are subject to year-end audit adjustments; and (c) fairly present the consolidated
financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations
of the Company and its subsidiaries for the periods covered thereby.


 


6.           Representations
and Warranties of Investor. Investor hereby represents and warrants to the Company as of the Effective Date that:


 


A.           Purchase
Entirely for Own Account.  The September 2016 Note to be acquired by Investor will be acquired for investment for
Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,
and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.  Investor
has not been formed for the specific purpose of acquiring the September 2016 Note.


 


B.           Knowledge.  Investor
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the September 2016 Note.


 


C.           Investment
Experience.  Investor has substantial experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company and acknowledges that Investor can protect its own interests.  Investor
has such knowledge and experience in financial and business matters so that Investor is capable of evaluating the merits and risks
of its investment in the Company.


 


D.           Speculative
Nature of Investment.  Investor understands and acknowledges that an investment in the Company is highly speculative
and involves substantial risks.  Investor can bear the economic risk of the investment and is able, without impairing
Investor’s financial condition, to hold the September 2016 Note for an indefinite period of time and to suffer a complete
loss of the investment.


 


E.           Restricted
Securities.  Investor understands that the September 2016 Note has not been registered under the Securities Act of
1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Act
which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations
as expressed herein.  Investor understands that the September 2016 Note is a “restricted security” under
applicable U.S. federal and state securities laws. Investor further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the September 2016 Note, and on requirements relating to the Company which are outside of Investor’s control,
and which the Company is under no obligation and may not be able to satisfy.


 




     


     


    

 


F.           Legends.  Investor
understands that the September 2016 Note, and any securities issued in respect thereof or exchange therefor, may bear one or all
of the following legends:


 


(i) “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii) Any legend
required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate
so legended.


 


G.           Accredited
Investor.  Investor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Act.



 


7.           Conditions
to Investor’s Obligations at Closing. The obligations of Investor to the Company under this Agreement are subject
to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:


 


A.           Representations
and Warranties.  The representations and warranties of the Company contained in Section 5 shall
be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of
the date of the Closing.


 


B.           Repayment
of Redwood Notes. The Company shall pay to Investor $187,256.53 to satisfy and fully extinguish existing obligations under
the November 2015 Redwood Note and the December 2015 Redwood Note at or before the Closing.


 


C.           Approval
of Black Dolphin Note. Investor shall be given a reasonable opportunity to review and approve the Black Dolphin Note, in substantial
form, prior to the Closing.


 


D.           Qualifications.  All
authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance and sale of the September 2016 Note pursuant to this Agreement shall be
obtained and effective as of the Closing.


 


E.           Waivers.  Any
and all waivers and consents necessary to issue the September 2016 Note and to waive any applicable anti-dilution provisions have
been obtained prior to the Closing.


 


8.           Conditions
to the Company’s Obligations at Closing. The obligations of the Company to Investor under this Agreement are subject
to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:


 


A.           Representations
and Warranties.  The representations and warranties of Investor contained in Section 6 shall
be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of
the Closing.


 


B.           Qualifications.  All
authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance and sale of the September 2016 Note pursuant to this Agreement shall be
obtained and effective as of the Closing.


 




     


     


    

 


9.            Successors
and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


10.          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Agreement, including
the schedules and exhibits attached hereto, shall be governed by and construed and enforced in accordance with the internal laws
of the State of Nevada, without regard to the principles of conflicts of law thereof.


 


11.          Execution;
Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered
to each other Party, it being understood that the parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


12.          Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing
and faxed, mailed or delivered to each party as follows:


 


if to Investor, at:


 


5023 N. Parkway Calabasas


Calabasas, CA 91302


 


if to the Company, at:


 


12424 Wilshire Blvd.,
Suite 1030


Los Angeles, CA 90025


Attn: Chief Executive
Officer


 


or at such other address
or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications
shall be effective (a) when sent by Federal Express or other overnight service of recognized standing, on the business day following
the deposit with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid
through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation
of receipt.


 


13.         Fees
and Expenses.  At the Closing, the Company shall pay to Ladyface Capital, LLC the reasonable legal and administrative
fees and expenses incurred by Investor in an amount not to exceed, in the aggregate, $25,000.


 




     


     


    

 


14.         Finder’s
Fee.  Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction.  Investor agrees to indemnify and to hold harmless the Company from any liability
for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such
liability or asserted liability) for which Investor or any of its officers, employees, or representatives is responsible.  The
Company agrees to indemnify and hold harmless Investor from any liability for any commission or compensation in the nature of a
finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company
or any of its officers, employees or representatives is responsible.


 


15.         Amendments
and Waivers.  Any term of this Agreement may be amended or waived only with the written consent of the Company
and Investor.  Any amendment or waiver effected in accordance with this Section 15 shall be binding
upon Investor and each transferee of the September 2016 Note, each future holder the September 2016 Note and the Company.


 


16.         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


17.         Entire
Agreement.  This Agreement, and the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties
hereto are expressly canceled.


 


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Blank]


 




     


     


    

 


IN WITNESS WHEREOF,
the Parties hereto have caused this Note Purchase and Restructuring Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	 	GREENWOOD HALL, INC.
	 	 	 
	 	By:	 
	 	 	
        Name: John Hall

        Title: Chief Executive Officer



 


	 	REDWOOD FUND, LP
	 	 	 
	 	By:	Lady Face Capital, LLC,
	 	 	
        Its general partner

         

	 	By:	 
	 	 	
        Name: Ronald Levy

        Title: Chief Operating Officer



 




     


     


    

 


Exhibit A


 


September 2016 Note