Case KJC Doc 86 Filed 05/12/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 86 Filed 05/12/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORINTHIAN COLLEGES, INC., et al. 1 Case No (KJC) Jointly Administered Debtors. Obj. Deadline: May 14, 9:00 a.m. (EDT) NOTICE OF SALE PURSUANT TO ORDER AUTHORIZING DEBTORS TO CONDUCT DE MINIMIS ASSET SALES OF $25,000 OR LESS WITHOUT FURTHER ORDER OF THE COURT PLEASE TAKE NOTICE that, on May 5, 2015, the United States Bankruptcy Court for the District of Delaware (the Court ) entered the Order Authorizing Debtors to Conduct De Minimis Asset Sales of $25,000 or Less Without Further Order of the Court [Docket No. 23] (the De Minimis Asset Sale Order ). PLEASE TAKE FURTHER NOTICE that, on May 11, 2015, pursuant to the De Minimis Asset Sale Order, STORE Master Funding I, LLC and STORE SPE Corinthian, LLC (collectively, the Purchaser ) offered to purchase the assets described on the schedule attached hereto as Exhibit A (collectively, the Purchased Assets ) from Heald College, LLC, one of the above-captioned debtors and debtors in possession (collectively, the Debtors ). A copy of the bid submitted by the Purchaser for the Purchased Assets is attached hereto as Exhibit B. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Corinthian Colleges, Inc. (7312), Corinthian Schools, Inc. (0525), Rhodes Colleges, Inc. (7311), Florida Metropolitan University, Inc. (7605), Corinthian Property Group, Inc. (2106), Titan Schools, Inc. (3201), Career Choices, Inc. (1425), Sequoia Education, Inc. (5739), ETON Education, Inc. (3608), Ashmead Education, Inc. (9120), MJB Acquisition Corporation (1912), ECAT Acquisition, Inc. (7789), Pegasus Education, Inc. (2336), Grand Rapids Educational Center, Inc. (2031), Rhodes Business Group, Inc. (6709), Everest College Phoenix, Inc. (6173), CDI Education USA, Inc. (0505), SP PE VII-B Heald Holdings Corp. (0115), SD III-B Heald Holdings Corp. (9707), Heald Capital LLC (6164), Heald Real Estate, LLC (4281), Heald Education, LLC (1465), Heald College, LLC (9639), QuickStart Intelligence Corporation (5665) and Socle Education, Inc. (3477). The Debtors corporate headquarters is at 6 Hutton Centre Drive, Suite 400, Santa Ana, California

2 Case KJC Doc 86 Filed 05/12/15 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that Purchaser s offer was obtained as a result of a process during which the Debtors or their advisors contacted over 275 potential buyers, including liquidators, other educational institutions, medical facilities, and any other interested parties. PLEASE TAKE FURTHER NOTICE that, the proposed transaction is the product of good faith, arm s-length negotiations between the Debtors and Purchaser; and that Purchaser is not an insider of the Debtors, as such term is defined in section 101(31) of the United States Bankruptcy Code. PLEASE TAKE FURTHER NOTICE that, pursuant to the proposed bill of sale, substantially in the form attached hereto as Exhibit C (the Bill of Sale ), the aggregate purchase price for the Purchased Assets is $120,879. PLEASE TAKE FURTHER NOTICE that, pursuant to the De Minimis Asset Sale Order, attached hereto as Exhibit D is a listing identifying the Debtor which owns the Purchased Assets and any parties known to the Debtors to hold liens on or other interests in the Purchased Assets. All such liens or other interests in the Purchased Assets shall attach to the proceeds of such sale in the same validity and priority. PLEASE TAKE FURTHER NOTICE that, pursuant to the De Minimis Asset Sale Order, the Debtors are serving this Sale Notice on: (i) the Office of the United States Trustee for the District of Delaware; (ii) the holders of the 30 largest unsecured claims against the Debtors on a consolidated basis; (iii) the Department of Education; and (iv) all known parties holding or asserting liens on or other interests in the Purchased Assets and their respective counsel, including, without limitation, counsel to Bank of America, N.A., as administrative agent for the prepetition lenders (the Interested Parties ). 2

3 Case KJC Doc 86 Filed 05/12/15 Page 3 of 3 PLEASE TAKE FURTHER NOTICE that any objections or other responses to this Sale Notice must be received by the undersigned proposed counsel to the Debtors so that they are received no later than May 14, 2015 at 9:00 a.m. (ET) (the Objection Deadline ) IF NO OBJECTIONS TO THE SALE NOTICE ARE PROPERLY ASSERTED PRIOR TO THE OBJECTION DEADLINE, THE DEBTORS SHALL BE AUTHORIZED, WITHOUT FURTHER NOTICE AND WITHOUT FURTHER COURT APPROVAL, TO CONSUMMATE THE SALE IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE BILL OF SALE. FURTHER, THE DEBTORS MAY CONSUMMATE THE SALE PRIOR TO THE EXPIRATION OF THE OBJECTION DEADLINE IF EACH INTERESTED PARTY CONSENTS IN WRITING TO THE SALE (OR INDICATES ITS NON-OBJECTION TO THE SALE). UPON EITHER (I) THE EXPIRATION OF THE OBJECTION DEADLINE WITHOUT THE RECEIPT OF ANY OBJECTIONS OR (II) WRITTEN CONSENT (OR INDICATION OF NON-OBJECTION) OF ALL INTERESTED PARTIES, THE SALE SHALL BE DEEMED FULLY AND FINALLY AUTHORIZED BY THE COURT. Dated: May 12, 2015 Wilmington, Delaware /s/ Amanda R. Steele Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Marisa A. Terranova (No. 5396) Amanda R. Steele (No. 5530) RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, Delaware Telephone: Facsimile: errano@rlf.com merchant@rlf.com 3erranova@rlf.com steele@rlf.com Proposed Counsel for the Debtors and Debtors in Possession 3

4 Case KJC Doc 86-1 Filed 05/12/15 Page 1 of 7 EXHIBIT A Description of Assets

5 Case KJC Doc 86-1 Filed 05/12/15 Page 2 of 7 The assets located at 1605 East March Lane, Stockton CA, including, but not limited to: All Office Furniture All Medical Assistant Instructional Equipment All Dental Equipment Item - STC Main Desks x 140 Chairs x Drawer File Cabinets x Drawer Lateral File Cabinets x 100 Credenzas x 37 Cubicles x 59 Bookshelves x 6 Classroom Tables x 196 Podiums x 6 Magazine Rack x 1 Projector Stand x 3 Item - STC Annex Desks x 59 Chairs x Drawer File Cabinets x Drawer Lateral File Cabinets x 26 Credenzas x 3 Cubicles x 10 Bookshelves x 2 Classroom tables x 199 Podiums x 10 Refrigerator x 1 Gorilla Shelves x 2 Pub Tables x 4 Lockers x 16 Computer tables x 20 Coffee Maker x 1 Misc tables x 9 The assets located at 2910 Prospect Park Dr, Rancho Cordova, CA, including, but not limited to: All Office Furniture All Medical Assistant Instructional Equipment All Dental Equipment Cubicles x 25 Offices w/standard furniture x 20 Desk chairs x 50 5

6 Case KJC Doc 86-1 Filed 05/12/15 Page 3 of 7 Seating chairs x 340 Filing cabinets x 115 Storage Cabinets x 4 Classroom tables x 300 Classroom chairs x 600 Desk x 29 Podium x 18 Lounge table (6ft round) x 20 Sitting bench x 20 Storage rack x 25 Work station x 6 The assets located at 7 Sierra Gate Plaza, Roseville, CA, including, but not limited to: All Office Furniture All Medical Assistant Instructional Equipment All Dental Equipment All Steel Chairs 32 All Steel cubes 38 All Steel file cabinets 18 All steel pine reception desk 1 Baldor polishing lathe 1 Bar stool black foam adjustable 35 Black Admiral 2-door fridge 1 Black Fire King 4-door cabinet 1 Black no-arm chair with chrome legs 290 Black no-arm rolling chairs 343 Black rolling arm chair with wire frame 31 Black rolling office chairs - Kimball International 30 Black table with grey legs 3 Blue no-arm chair with grey legs (in teacher's lounge) 16 Blue table with pine legs (in Room 210) 7 Blue top round table with grey legs 5 Building rec area upholstered and pine chairs 10 Chairs to cherry wood round table - Kimball International 7 Cherry classroom table with black legs 12 Cherry L-desks 4 Cherry wood blue upholstered chair 8 Cherry wood bookshelf 10 Cherry wood bookshelves short 4 Cherry wood bookshelves tall 5 Cherry wood cabinet 5 Cherry wood file cabinet 13 Cherry wood L-shaped desk 15 Cherry wood president's desk with extension 1 6

7 Case KJC Doc 86-1 Filed 05/12/15 Page 4 of 7 Cherry wood round table 1 Cherry wood tall cabinets (president's office) 2 DCI brown dental chair 4 DCI no-arm rolling chair 8 Dolly for moving chairs 3 Enmotion paper towel dispenser 2 Epson projector and mount 7 File cabinet 2-door 2 File cabinets 4-drawer 2 Filing cabinet with cherry top 2-drawer 1 Folding tables (fold in half) 2 GE white microwave 2 Gendex expert x-ray machine 4 Glass display cabinet 1 Global adjustable grey tale with dark grey legs 8 Grey and teal non-rolling chair 8 Grey classroom tables 16 Grey classroom tables with black legs 34 Grey round table with tan legs 1 Grey round tables with black legs 19 Grey round tables with chrome legs 5 Grey table with black legs 16 Grey table with folding grey legs 65 Grey tables with chrome legs 13 Grey tables with grey legs 29 Grey tables with tan legs 131 Henry Schein dental light 4 Henry Schein sterilizer 1 HON 5-drawer file cabinets 22 Hospital beds 3 In Focus projector and mount 6 In Focus pull-down screen 20 LG TV mounted on swing arm 1 LG TV with wall mount 1 Microwave - Amana commercial microwave 4 Midmark power air compressor 1 Midmark sterilizer 1 NEC wall mount flat TV with mount 1 Norster phone 19 Oak table veneer with chrome legs 1 Panasonic tube TV with wall mount 4 Pine reception area chairs 14 Pine upholstered 2-person benches 8 Podium 12 Pull-down da lite screen 1 Ray Foster grinding machines 4 7

8 Case KJC Doc 86-1 Filed 05/12/15 Page 5 of 7 Rec area pine round tables 3 Reception area round tables 3 Rolling desk chairs 17 Rolling chair for teacher's desk 1 Rolling desk chairs 9 Rolling office chairs 24 Rolling desk chairs reception area 3 Samsung tube TV with wall mount 4 Sanyo mini fridge 1 Scale 1 Sharp VCR 3 Simplex clock 19 Storage shelf 3 Tall blue hallway trash cans 2 Tan & black cubes, matching storage cabinets w/cherry wood L-desks 5 Tan Sandusky 2-door storage cabinet 1 Teacher's desk 18 Testing station 3-person pine 1 Testing station 3-person tan and black 3 Ultramat 2 sterilizer 4 Ultravection quick cooker 1 Upholstered chairs with floral pattern 17 Upholstered no-arm chair 33 Upholstered pine 2-person hallway bench 8 Upholstered pine chairs 7 View Sonic projector and mount 7 White board 23 White board - rolling 1 White Hotpoint fridge 1 White rolling dental cabinet 5 White rolling dental table 4 The assets located at 341 Great Mall Parkway, San Jose, CA, including, but not limited to: All Office Furniture All Medical Assistant Instructional Equipment All Dental Equipment The assets located at 255 West Bullard Ave, Fresno, CA, including, but not limited to: All Office Furniture All Medical Assistant Instructional Equipment All Dental Equipment Pharm Tech lab: 1 pharm tech station 8

9 Case KJC Doc 86-1 Filed 05/12/15 Page 6 of 7 1 refrigerator classroom desk and padded chairs 10 round rolling chairs Medical lab: reception station 2-4 drawer later file classroom tables and rolling chairs 3 examining tables 4 microscopes 1 TV in a cart stand 1 centrifuge machine Hallways: 10 shadow boxes bulletin board 1 golf cart 2 display cases 20 benches LLRC: mounted wall unit shelving 1-5 drawer lateral file 1-2 door lockers 1 l shape desk 1 u shape desk wall mounted desk long square tables or round classroom desk with rolling chairs 1 2 door refrigerator Student Services office: 3-4 drawer lateral file cabinet 1 conference table with 8 chairs 5 - L shape stations with overhead cabinets, 2 drawer file cabinets, executive chair, and 2 guest chairs in each station Faculty lounge: 2-2 door lockers 1 massage chair small square tables with stacking chairs 1 refrigerator 1 dishwasher 1 ice maker 8 individual teacher stations with executive chairs 2 mailbox unit Academics: 9

10 Case KJC Doc 86-1 Filed 05/12/15 Page 7 of 7 16 L shape stations with overhead cabinets, 2 drawer file cabinets, executive chair, and 2 guest chairs in each station 11-4 drawer lateral cabinets 2 refrigerators - 3 drawer lateral cabinets 2 u shape stations with overhead cabinets, 2 drawer file cabinets, executive chair, and 2 guest chairs in each station 10

11 Case KJC Doc 86-2 Filed 05/12/15 Page 1 of 11 EXHIBIT B Copy of Bid by Purchaser

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22 Case KJC Doc 86-3 Filed 05/12/15 Page 1 of 3 EXHIBIT C Bill of Sale

23 Case KJC Doc 86-3 Filed 05/12/15 Page 2 of 3 BILL OF SALE This BILL OF SALE, dated as of May, 2015, is executed and delivered by the undersigned Heald College, LLC (the Seller ), in favor of STORE Master Funding I, LLC and STORE SPE Corinthian, LLC (collectively, the Purchaser ). WHEREAS, on May 4, 2015, the Seller filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Court ). WHEREAS, on May 5, 2015, the Court entered the Order Authorizing Debtors to Conduct De Minimis Asset Sales of $25,000 or Less Without Further Order of the Court [Docket No. 23] (the De Minimis Asset Sale Order ). WHEREAS, on May 11, 2015, pursuant to the De Minimis Asset Sale Order, the Seller offered the Purchaser to enter into an agreement for the sale of the assets described on Exhibit A hereto (collectively, the Purchased Assets ). WHEREAS, on May 12, 2015 at 9:00 a.m. (ET), pursuant to the De Minimis Asset Sale Order, the Seller served a Notice of Sale Pursuant to Order Authorizing Debtors to Conduct De Minimis Asset Sales of $25,000 or Less Without Further Order of the Court (the De Minimis Asset Sale Notice ) on the Interested Parties (as defined in the De Minimis Asset Sale Order). WHEREAS, pursuant to the De Minimis Asset Sale Order, no objections were received on or before May 14, 2015 at :.m. (ET) (forty-eight (48) hours after service of the De Minimis Asset Sale Notice); and therefore, the Seller is authorized to consummate the sale to the Purchaser without the need for a further order of the Court. WHEREAS, the Seller and Purchaser agree that the proposed transaction is the product of a good faith arm s-length negotiations between the Seller and the Purchaser. WHEREAS, pursuant to paragraph 3(d) of the De Minimis Asset Sale Order, the Purchaser shall take title to the Purchased Assets free and clear of all liens, claims, encumbrances and other interests, pursuant to section 363(f) of the United States Bankruptcy Code. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows: 1. Description of Assets. The assets included in this Bill of Sale consist only of the Purchased Assets. RLF v.2

24 Case KJC Doc 86-3 Filed 05/12/15 Page 3 of 3 2. Sale and Assignment of Assets. In consideration of the sum of $120,879, the receipt of which is hereby acknowledged, the Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser all of Seller s rights, title and interests in and to the Purchased Assets. 3. Terms of Transaction. Seller makes no representations or warranties whatsoever express or implied, with respect to any matter relating to the Purchased Assets, including income to be derived or expenses to be incurred in connection with the Purchased Assets, the physical condition of any tangible Purchased Assets, the value of the Purchased Assets (or any portion thereof), the transferability of the Purchased Assets (or any portion thereof), the merchantability or fitness of the Purchased Assets (or any portion thereof) for any particular purpose, the location or existences of the Purchased Assets, or any other matter or thing relating to the Purchased Assets. Without in any way limiting the forgoing SELLER HEREBY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. On or prior to the date of the transfer of the Purchased Assets, the Purchaser has conducted an independent inspection and investigation of the physical condition of all portions of the Purchased Assets and all such other matters relating to or affecting or comprising the Purchased Assets and all such other matters relating to or affecting or comprising the Purchased Assets as Purchaser deemed necessary or appropriate and that in proceeding with the contemplated sale of the Purchased Assets, Purchaser is doing so based solely upon such independent inspections and investigations. Accordingly, Purchaser accepts the Purchased Assets AS IS, WHERE IS, and WITH ALL FAULTS. 4. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date first written above. SELLER: Heald College, LLC By: William J. Nolan Chief Restructuring Officer PURCHASER: STORE Master Funding I, LLC By: STORE SPE Corinthian, LLC By: RLF v.2

25 Case KJC Doc 86-4 Filed 05/12/15 Page 1 of 2 EXHIBIT D Debtor Which Owns the Purchased Assets and Potential Holders of Liens and/or Other Interest

26 Case KJC Doc 86-4 Filed 05/12/15 Page 2 of 2 Debtor Which Owns the Purchased Assets Heald College, LLC Known Parties Holding Liens or Other Interest in the Asset Bank of America, N.A.