Amended and Restated Final Agreement of the Parties PARTIES Lender Manager Master Servicer School ELIGIBILITY Eligible Assets Eligible Schools TRANSACTION Transaction Term Survival Program Size Funding Term Climb Investco, LLC, a Delaware limited liability company Climb Credit, Inc., a Delaware Corporation Manager TIY Academy, LLC and subsidiaries d/b/a The Iron Yard, an Eligible School Student loans which meet the criteria set forth in Appendix A and are for students located in the United States of America and enrolled for at least 10 days in an Eligible School Schools located in the United States which provide courses of instruction in web development, data science, user interface design, or other similar subject matters. Student lending program towards qualified education expenses incurred by students (the Borrower ) while attending School The term shall begin as of the Transaction Date and continue for three (3) years, unless this Agreement is terminated earlier as otherwise provided herein, and will automatically renew for one year renewal terms unless either party provides ninety (90) days prior written notice. Upon the expiration of the term or other termination of this Agreement, no additional student loans will be issued pursuant to this Agreement but all other terms and conditions of this Agreement shall survive until such time as all obligations arising in connection with student loans issued pursuant to the terms of this Agreement have been satisfied or discharged. $100,000,000, subject to increase by mutual agreement of the Parties 3 years from Transaction Date, with automatic annual one year extensions unless either party notifies the other with 90 days notice. 1
Interest Rate Transaction Date No Exclusivity The amount of interest charged to Borrowers shall be capped at 12% per year. This Amended and Restated Final Agreement of the Parties (the Amended Agreement ) amends, restates, and supersedes the Final Agreement of the Parties (the Original Agreement ) dated July 16, 2014 (the Transaction Date ). All loans initiated prior to the date of this Amended Agreement shall continue in full force and effect, and the terms of this Amended Agreement shall apply to such loans as if such loans were made pursuant to this Amended Agreement; provided that, with respect to such loans, this Amended Agreement shall not require payment of any Advance Tuition Payment in excess of any such payment made prior to the date hereof with respect to such loans, and this Amended Agreement shall have no effect on the Master Servicer Fee or Origination Fee associated with such loans. The parties agree that this Agreement is not intended to create an exclusive relationship. No party hereto shall be restricted from receiving or providing services the same or similar to those received or provided pursuant to this Agreement from any other person. Nothing in this Agreement shall be construed to constitute a partnership, joint venture or other association of any kind, or agent/principal relationship between the parties hereto. The relationship between the parties in an independent contractor relationship. TRANSACTION DETAILS Obligations and Covenants of Parties To carry out the intention of this Agreement, the Parties hereto will take the actions set forth below. Lender and Manager will: 1. Conduct all marketing activities as may be permitted by School with respect to student loans in full compliance with all applicable laws and regulations. Without limiting the generality of the foregoing, Lender and Manager shall accurately represent the School, the School s programs, and 2
any information provided by the School, in all materials and communications provided to students and potential applicants; 2. Process student loan applications in compliance with all applicable laws and regulations, and provide potential Borrowers with underwriting results and customer support; 3. Issue aggregate loans to Borrowers meeting the eligibility criteria set forth in Appendix A who apply for such loans until all principal amounts outstanding under all such loans issued pursuant to this Agreement reach the Program Size; 4. Verify that all approved Borrowers meet the eligibility criteria as set forth in Appendix A; 5. Ensure adequate internal controls; 6. To the extent permissible by applicable laws and regulations, (a) share information with School on School s applicants for financing and their underwriting decisions on a regular basis; and (b) provide such additional information to School as School may from time to time request; and 7. Immediately notify School of any regulatory actions, investigations, or other proceedings brought or threatened against the Manager, Lender, or Master Servicer. All actions and activities of the Lender and Manager in connection with or related to this Agreement shall comply at all times with all applicable laws, rules, codes and regulations, including but not limited to the Truth in Lending Act, the Consumer Financial Protection Act, and those laws, rules, codes and regulations governing data privacy and security, and unfair, deceptive or abusive acts or practices as set forth by the Consumer Financial Protection Bureau. Without limiting the generality of the foregoing, Lender and Manager shall: 1) immediately cease to use any materials that reference students likelihood of obtaining employment following completion of the program or that project or estimate earnings following completion and shall not use any such materials in the future without the prior written consent of School; and 2) make such disclosures to students and potential applicants as School shall request with regard to student loans issued pursuant to the terms of this Agreement and with regard to the terms and conditions of this Agreement. Master Servicer will: 1. Manage the origination, servicing and collection of all Eligible Assets including management and oversight of relationships 3
with any external servicers, collection agencies, legal counsel and other related vendors in the best interest of the Transaction and ensure that any and all such external servicers, collection agencies, legal counsel and other related vendors comply with all terms of this Agreement and all applicable laws and regulations; 2. Upon the reasonable request of School, terminate the services of any external servicers, collection agencies, and other related vendors ("Third Party Servicers") and replace such Third Party Servicer with one acceptable to School; provided, however, that if Master Servicer is unable to effect a termination of such Third Party Servicer because such termination would result in a violation of any contract or agreement between the Master Servicer and such Third Party Servicer, then the School will have the right to terminate this Agreement as set forth in the Termination section below; 3. Make all payments required by this Agreement to the appropriate parties at the times and in the manner set forth in this Agreement; and 4. Immediately notify School of any investigation, notice of non- compliance, claim of violation, or other regulatory action or proceeding brought or threatened against the Manager, Lender, or Master Servicer. All actions and activities of the Master Servicer in connection with or related to this Agreement shall comply at all times with all applicable laws, rules, codes and regulations, including but not limited to the Truth in Lending Act, the Consumer Financial Protection Act, and those laws, rules, codes and regulations governing data privacy and security, and unfair, deceptive or abusive acts or practices as set forth by the Consumer Financial Protection Bureau. Without limiting the generality of the foregoing, Master Servicer shall: 1) immediately cease to use any materials that reference students likelihood of obtaining employment following completion of the program or that project or estimate earnings following completion and shall not use any such materials in the future without the prior written consent of School; and 2) make such disclosures to students and potential applicants as School shall request with regard to student loans issued pursuant to the terms of this Agreement and with regard to the terms and conditions of this Agreement. School will: 1. Comply with all relevant laws and regulations; 4
2. In connection with the issuance of loans to Borrowers, use commercially reasonable efforts to confirm to Lender that each such Borrower: a. has been accepted to an Eligible School; b. is enrolled in an Eligible School and has stayed enrolled through a 10 day "drop out" period; and c. has applied for a loan amount that does not exceed the Borrower s total amount of tuition charged to Borrower by School, plus any and all fees payable by Borrower related to such loan, less any other financial aid awarded to Borrower, including scholarships ("Financial Aid"); and 3. Make available to each Borrower the educational services and coursework comprising the program in which the Borrower enrolls. It is expressly understood by the parties to this Agreement that (i) School shall not be required to refer any student or potential applicant to Lender, and (ii) School shall determine, in its sole discretion, which, if any, students and potential applicants will be informed regarding the availability of loans pursuant to this Agreement. Fees Master Servicer Fee: 1.75% (annualized) of the unpaid principal balance, payable monthly. The Master Servicer Fee shall be deducted by the Master Servicer from the monthly loan payments made by Borrowers prior to paying the remainder of such amounts to the Lender or School, as applicable. Origination Fee: 5.00% of original loan balance, to be paid by Borrower. The Origination Fee will be capitalized into loan balance where allowed by law, and if not allowed, paid in full at the time of origination. Representations and Warranties Manager, Lender, and Master Servicer jointly and severally represent and warrant that: 1. Manager, Lender, and Master Servicer have acted in full compliance with all applicable laws and regulations and will conduct all activities related to or arising out of this Agreement in full compliance with all applicable laws and regulations. Without limiting the generality of the foregoing, the Manager and Lender represent and warrant the they have 5
and will continue to provide all required disclosure documents to applicants in accordance with the Truth in Lending Act and all other applicable laws and regulations; 2. There is not now, and has never been, any investigation, notice of non- compliance, claim of violation, or other regulatory action or proceeding against the Manager, Lender, and Master Servicer; 3. Each of the Manager, Lender, and Master Servicer has all regulatory approvals, licenses, and permits required to perform its obligations under this Agreement; and 4. Each of the Manager, Lender, and Master Servicer is validly existing and in good standing and has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby School represents and warrants that: 1. The information provided by School to Manager prior to the date of this Amended Agreement of the Parties concerning student retention, graduation, dropout, and post- graduation salary rates is true and accurate in all material respects; 2. School has, or is in the process of obtaining, all regulatory approvals, licenses, and permits required to perform its obligations under this Agreement; and 3. The School is validly existing and in good standing and has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Consequences of a Breach Manager, Lender, and Master Servicer: 1. Lender, Manager, and Master Servicer have 30 days from notice to cure any breach of any of their respective covenants, obligations, or representations or warranties, and if any such breach is not cured, then School may terminate this Agreement immediately upon notice to the Manager, Lender, and Master Servicer; and 2. Lender, Manager, and Master Servicer will, on a joint and several basis, indemnify School and its affiliates for any and all losses, liabilities, and damages arising from any breach of any covenant, obligation, or representation or warranty of the Lender, Manager, or Master Servicer set forth herein. School: 6
1. School has 30 days from notice to cure any material breach by School. If breach remains uncured Manager has the option to declare the School no longer an Eligible School; and 2. School will indemnify Lender, Manager, and Master Servicer for any and all losses, liabilities, and damages arising from any breach of any covenant, obligation, representation or warranty of the School set forth herein; provided, however, that in no event shall School s aggregate liability to Lender, Manager, and Master Servicer exceed the Advance Tuition Payments actually received by School. Termination School may terminate this Agreement for convenience with 90 days notice to Manager. As set forth in the second obligation of Master Servicer under the section entitled Obligations and Covenants of the Parties in this Agreement, School may reasonable request a change to Third Party Servicer Practices, or to change the Third Party Servicer. Master Servicer will have 30 days to remediate the concern. If the Master Servicer cannot remediate the concern with the 30 day period, School may terminate this Agreement immediately upon written notice to Manager in the event that the Master Servicer fails to terminate and replace a Third Party Servicer within 10 days after the 30 day period. School may terminate this Agreement immediately upon written notice to Manager in the event that Lender, Manager or Master Servicer experiences a Change of Control. For purposes hereof, a Change of Control includes a sale of all or substantially all of a party s assets to a third party, or any transaction or series of related transactions, including but not limited to a merger or sale of stock or membership interest, that results in the equity owners of such party immediately prior to the transaction owning less than 50% of the total equity interests in the surviving entity immediately after the closing of the transaction. Lender and Manager may terminate this Agreement for convenience with 90 days notice to School. Notwithstanding any termination or expiration hereunder, the party's obligations hereunder with regard to any Cohort in existence at the time of such termination or expiration shall continue until all loans that are related to such Cohort and were originated prior to the 7
termination or expiration have been fully discharged; and each party has fulfilled their respective obligations hereunder with respect to such loans. Loan Type Term of Eligible Assets Advance Tuition Payment Student loans provided to students, based on the criteria determined in accordance with this Agreement, to be used for qualified education expenses while enrolled at Eligible Schools Repayment period of 3 years. Interest- only while the student is enrolled and for 3 months afterwards. If tuition cost, length of program or applicant pool changes, this repayment period may be adjusted to ensure borrower affordability, with School s consent. 70% of the aggregate loan amount for loans originated to borrowers until August 2016. 80% for loans originated in September 2016 and moving forward. The foregoing rates shall be subject to annual review and adjustment upon the mutual agreement of Lender and School. As used in this Agreement, the term "Cohort" shall mean all Borrowers whose loans were originated in the same calendar month; provided, however, that if fewer than 25 loans are originated in any month, the Borrowers of such loans will be included in the subsequent Cohort. Tuition Payment/Risk Sharing No tuition will be paid to the School if the Borrower drops out in the first 10 days after beginning classes. If the Borrower does not drop out in the first 10 days after beginning classes, then the Advance Tuition Payment will be paid by Lender on behalf of Borrower to School 11 business days after the Borrower begins classes. Once paid to School, the Advance Tuition Payment shall be the sole property of the School and Lender will have no right to recoup any such amounts from School, including in the event of a Borrower default. For the avoidance of doubt, this provision shall have no effect on any right of Lender, Manager or Master Servicer to indemnification under the Consequences of Breach section. Each month all payments received from Borrowers within a Cohort will be aggregated and will be paid to the Master Servicer, the Lender and the School in the following order of priority: 8
1) First, to the Master Servicer in an amount equal to the Master Servicer Fee and the repayment of any capitalized Origination Fee; 2) Second, to the Lender in an amount sufficient to return the Advance Tuition Payment with a 12% rate of return on the Advance Tuition Payment; 3) Third, to the School in an amount equal to the total financed tuition amount less any Advance Tuition Payment previously paid to the School ("Deferred Tuition Payment"); and 4) Finally, to the Lender, any remaining amounts. All such payments shall be made by wire transfer or ACH of immediately available funds to such account or accounts as designated in writing by the Lender or School, as applicable. On or before the 5 th day of each calendar month, Master Servicer shall provide School with a monthly report with respect to the immediately preceding month in the form attached as Appendix B, together with reasonable documentation supporting the calculations of any payment made with respect to such month. The monthly report shall be provided to School regardless of whether any payments are made during the preceding month. Student Refund Policy Subject to the School s receipt of the documents required by this section, in the event that a Borrower terminates enrollment, whether voluntarily or involuntarily, and the withdrawing Borrower is eligible to receive a refund under the- then applicable School Refund Policy, School shall pay to Master Servicer the Refund Payment, if any. As used in this Section, the term "Refund Payment" means the excess, if any, of the Paid- in Amount less the Earned Tuition. The term "Paid- in Amount" means the Advance Tuition Payment plus any tuition payments received by School from other sources for the account of the withdrawing Borrower, including without limitation any deposits and Financial Aid. The term "Earned Tuition" means the total tuition amount multiplied by a fraction, the numerator of which is the number of days the withdrawing Borrower was enrolled in the class and the denominator of which is the total number of days that such class runs. 9
If withdrawing Borrower is eligible to receive a refund under the applicable School refund policy, then the outstanding loan balance of the withdrawing Borrower shall be reduced by the sum of the Refund Payment and the Deferred Tuition Payment (as defined in item 3 of the section entitled Tuition Payment / Risk Sharing). With respect to each Borrower, School's obligation to make the Refund Payment to the Master Servicer in this Section is contingent upon its receipt of a document signed by such Borrower in which the Borrower: (i) expressly consents to the sharing of information between School and the Lender, Manager and Master Servicer, including, without limitation, to the extent such consent is required by any federal, state or local privacy law with respect to such sharing; and (ii) authorizes the School to pay all tuition refunds that may become due to such Borrower under the applicable School Refund Policy to the Lender for the purposes of reducing the Borrower s outstanding principal loan obligation. For the avoidance of doubt, no student shall be required to supply the consent or authorization referred to in the foregoing sentence as a condition of receiving a loan under this Agreement. Underwriting and Pricing Criteria Changes to Underwriting and Pricing Criteria Confirmation of Eligibility; Audit Rights As attached in Appendix A Lender shall review the Underwriting and Pricing Criteria for the Transaction on a periodic basis and make any appropriate changes as necessary with the consent of the School, which consent shall not be unreasonably withheld. All such agreed upon changes shall be integrated as soon as practicable on a best efforts basis. Upon the reasonable request of Manager, but no more than once in any three- month period, School shall (i) confirm in writing that it qualifies as an Eligible School as described above, and (ii) provide student graduation rates and dropout rates for Cohorts who have enrolled or graduated within the previous 12 month period. The School shall have a right to audit the operations of Lender, Manager, and/or Master Servicer to confirm their compliance with the terms and conditions of this Agreement. Any such audit shall be conducted no more than once in any 90 day period and upon at least 5 business days advance notice. 10
Assignment; Survival Governing Law Confidentiality No Inducements Severability No Third Party Beneficiaries None of Lender, Manager, or Master Servicer may assign any of its rights, duties, or obligations under this Agreement to any other person or entity; provided, however, that Lender may sell the loans, provided that Manager retains Master Servicer rights for such sold loans. The rights, claims, and obligations of any Party under this Agreement shall be binding on the parties and their respective successors and permitted assigns. New York All Parties agree to keep the contents of their discussion regarding the transactions under this Agreement, and any materials related to it confidential and to not disclose the same to any other external party, other than: (i) as required by law; or (ii) to its investors, regulators, advisors and consultants, providing that each such other party agrees to maintain the confidentiality of such information and only use it for the purposes hereunder. Notwithstanding the foregoing, School shall have the right to disclose the terms of this Agreement by any means it deems necessary in its sole discretion, including without limitation, posting a copy of this Agreement on its public website or student portal. The availability of loans to School s students, and Lender s willingness to offer loans to such Students, is independent of, and is expressly not conditioned upon: (i) the existence or expectation of any identified minimum level of loan volume from School s students under this Agreement; (ii) the existence or expectation of any other Lender loan volume from School s students; (iii) the placement of Lender on School s private loan preferred lender list, if any; or (iv) any inducement prohibited by law or applicable regulations. If any provision of this Agreement or the application of any such provision to any party or circumstance is held unlawful or invalid by a court having jurisdiction, the remainder of this Agreement and the application of such provision other than to the extent it is held unlawful or invalid, will not be held unlawful, invalid or affected thereby, and shall remain in full force and effect. Except with respect to persons or entitles entitled to indemnification hereunder, nothing herein shall be construed to be to the benefit of or enforceable by any person or entity other than the parties hereto. 11
Forbearance Modification Entire Agreement Any forbearance by either party in exercising any right or remedy hereunder, or otherwise afforded by law or equity, shall not be construed as a waiver of or preclude the exercise of any such right or remedy at any other time. Any provision of this Agreement, including any provision of the Appendices attached hereto, may be modified or amended only with the prior written consent of an authorized representative of both parties. This Agreement, including the Appendices, sets forth the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior written and oral proposals, discussions, understandings and agreements with respect to the subject matter herein 12
APPENDIX A Underwriting & Pricing Criteria LOAN PRODUCT: CREDIT GUIDELINES Student Requirem ents Guarantor Requirem ents Issue Requirement Issue Requirement General General Age Age of majority Age Age of majority Citizenship US Citizen or Permanent Resident Citizenship US Citizen or Permanent Resident Income Income History No requirement History Minimum 4 years Debt Load Debt Load Future debt to Income Ratio Post graduation monthly payment <35% of expected incom e Debt to Income Ratio Maximum 40% gross in com e to future debt Credit Credit Credit Score Minimum 620 FICO Credit Score Same as borrower Credit History Minimum 12 months credit history Credit History Minimum 4 years Delinquencies No uncured defaults on debts Delinquencies Same as borrower Other Knockouts Bankruptcy within past 5 years Other Knockouts Same as borrower Exceptions Outstanding medical collections items may be excepted with appropriate docum entation Exceptions Same as borrower 22 14
APPENDIX B Sample Monthly Report See attached. 15