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
  eLead

  	
   

  	
   

  	
   

  
	
  CampusLink
  eLearning

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  [***]

  	
   

  
					






 


4.                                       Payment of the
non-refundable License Fees above is due and payable in four (4) equal
installments, with payments due on or before July 15, 2009; October 15,
2009, January 15, 2010; and April 15, 2010, respectively.  Payment for additional Campuses is due in
accordance with the License Agreement.


 


5.                                       For each
additional Campus beyond the eight (8) Campuses set forth above,
Customer shall pay one-time fees per Campus as follows: (a) $[***] per
Campus and (b) $[***] per online (i.e., more than 50% of the students are
enrolled in online programs) Campus. 
Such Campus license pricing will not be subject to increase through December 31,
2011.


 


6.                                       Customer shall
promptly pay, indemnify and hold CMC harmless from all sales, use, gross
receipts, GST, value-added, personal property or other tax or levy (including
interest and penalties) imposed on the Licensed Program(s) provided
hereunder, other than taxes on the net income or profits of CMC.  Subject to any applicable laws, the foregoing
shall not apply to the extent Customer is formed as a not for profit
organization and promptly provides CMC an applicable tax exempt
certificate.  All prices quoted are net
of taxes.


 


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.


 


4

















 


ADDENDUM TO THE CAMPUSCARE® SUPPORT AGREEMENT BETWEEN


 


CAMPUS MANAGEMENT CORP® AND


 


BRIDGEPORT EDUCATION, INC.


 


Purpose of Addendum; Dedicated Account Manager,


Service Representative and/or Support Representative


 


This
Addendum, effective upon the mutual execution by the parties hereunder, is
incorporated into and made a part of the CampusCare Support Agreement (the
“CampusCare Agreement”) between Campus Management Corp. (“CMC”) and Bridgeport
Education, Inc. (“Customer”), dated as of February 15, 2005.  All capitalized terms not otherwise defined
herein shall have the meaning set forth in the CampusCare Agreement.  The CampusCare Agreement shall be amended, as
follows:


 


1.                                       Customer has
licensed the following Licensed Programs in accordance with the License Agreement
and Addenda:


 


CampusVue


CampusPortal


CampusLink
eLead


CampusLink
AppCreator


CampusLink
Communicator


CampusLink
eLearnlng


 


2.                                       For the
Licensed Programs set forth above, the following dedicated account resources
shall be assigned based on the active ASR tiers as of the beginning of each
calendar year and subject to increases based on calculations conducted by CMC
on the first day of each calendar quarter.*


 


·                  [***] ASRs: 1⁄2 Time Dedicated Account Manager
- Assigned Now (Option to convert to full time: $[***], may be pro-rated); and


 


·                  [***] ASRs: 1 Dedicated Client IT Services
Representative; and


 


·                  [***] ASRs: 1 Dedicated Level 2 Support
Representative; and


 


·                  [***] ASRs: Full-time Dedicated Account
Manager (replaced 1/2 Time Dedicated Account Manager); and


 


·                  Additional Level 1 Dedicated Support
Representative will be assigned every [***] ASR thereafter.


 


*** Confidential
portions of this document have been redacted and filed separately with the
Commission.


 


5

















 






*
Note that incremental headcount for support and /or IT services also may be
contracted for in advance of these ASR thresholds for an annual fee of $[***]
per resource (pricing valid for 2009-2010). 
When the ASR thresholds are met, the fees paid will be applied for the
new ASR count.


 


3.                                       Customer shall
pay CampusCare on an annual basis in accordance with the CampusCare
Agreement.  Customer’s Record Count will
be reviewed by CMC as of the first day of each calendar quarter, commencing on October 1,
2009.  If Customer exceeds any ASR
threshold (per table below), then CMC shall invoice Customer, and Customer
shall promptly pay (net 30 days) additional CampusCare fees (pro-rated for the
remainder of the then current calendar year) for the additional ASRs in
accordance with the following rate table:


 




	
  ASR

  	
   

  	
  Effective

  Rate/ASR

  	
   

  
	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  






 


4.                                       No payment is
due at the time of execution of this Addendum, and if Customer increases ASRs
between the date of this Addendum and September 30, 2009, no additional
CampusCare fees shall be due for such period. 
Pricing is subject to increases for additional Licensed Programs,
services and in accordance with the CampusCare Agreement.


 


This
Addendum is deemed effective upon acceptance at CMC’s principal offices.  Except as expressly stated herein, all other
terms of the CampusCare 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.


 


6

















 


ADDENDUM TO THE CAMPUSCARE® SUPPORT 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 CampusCare Support Agreement (the
“CampusCare Agreement”) between Campus Management Corp. (“CMC”) and Bridgepoint
Education, Inc. (“Customer”), dated as of February 15, 2005.  All capitalized terms not otherwise defined
herein shall have the meaning set forth in the CampusCare Agreement.  The CampusCare Agreement shall be amended, as
follows:


 


1.                                       Contemporaneously
with this Addendum, Customer is executing the Addendum to the Software License
Agreement in order to add an additional [***] ASRs, for a total Record Count of
up to [***] ASRs.  Accordingly, the
incremental Premium CampusCare fees For the Licensed Programs, based on the
addition of [***] ASRs, for the period June 1, 2009, through December 31,
2009, are as follows:


 




	
  License

  	
   

  	
  Cost

  	
   

  
	
  CampusVue

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  CampusPortal

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  CampusLink AppCreator

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  CampusLink
  Communicator

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  CampusLink
  eLead

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  CampusLink
  eLearning

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  [***]

  	
   

  






 


2.                                       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 CampusCare 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.


 


7