EXHIBIT 10.24
AGREEMENT TO REVISE STOCKHOLDING, AMEND DEBT AGREEMENT
AND ENTER INTO EMPLOYMENT AGREEMENT
THIS AGREEMENT between the parties is entered into effective as of the 5th
day of April 2004 by and between AspenBio, Inc., a Colorado corporation (the
"Company") and ▇▇▇▇▇ ▇▇▇▇▇, individually (referred to herein as "Stockholder" or
"▇▇▇▇▇").
WHEREAS, the Stockholder currently owns 3,896,757 shares of common stock,
no par value per share of the Company (the `Common Stock") and the Company and
the Stockholder have previously entered into a Voting Agreement dated as of June
18, 2003, covering the voting and transfer rights of 2,250,000 of such Common
Shares and a Lock-Up Agreement; dated as of June 9, 2003 covering ability to
sell or transfer the Common Stock
WHEREAS, ▇▇▇▇▇ and the Company have previously entered into a promissory
note dated June 12, 2003 covering principal and interest payable to ▇▇▇▇▇
("Promissory Note") totaling at that time $956,759.68;
WHEREAS, ▇▇▇▇▇ has been employed by the Company on a full time basis
serving in the position of President of the Company without any written
employment agreement;
WHEREAS, the Stockholder and the Company have agreed that it is in each of
their respective best interests to undertake a fund raising through the sale of
common stock of the Company to raise capital in an estimated amount of between
$2,000,000 to $2,500,000; and
WHEREAS, the parties agree and acknowledge that in order to undertake that
offering of common stock, certain agreements need to be entered into or amended
and an adjustment made to the amount of Common Stock held by ▇▇▇▇▇.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. ▇▇▇▇▇ and the Company agree that the provisions of this Agreement are
binding upon each party and the terms as agreed to herein shall be
effective with and upon the date ("Effective Date") the Company receives a
minimum of $2,000,000 in gross proceeds from the sale of its common stock
in the private offering that it is commencing in April 2004. If such
$2,000,000 in gross proceeds is not received by the Company within sixty
days from the date of this Agreement, then this Agreement shall be null and
void, unless the parties agree to otherwise extend this Agreement and such
extension shall be in writing
2. The parties agree that as of the Effective Date the Voting Agreement
between ▇▇▇▇▇ and the Company dated as of June 18, 2003, shall be
terminated and no longer enforceable between the parties.
Page 1 of 9 Of the Agreement and Amendments
3. The parties agree that as of the Effective Date, the Lock Up Agreement will
be modified as follows; that 2,000,000 shall be substituted for the
1,996,757 shares in the second paragraph of the Lock Up Agreement and that
2,000,000 shall be substituted for the 1,797,081 shares in paragraph 1. (a)
(i) of the Lock Up Agreement
4. The parties agree that as of the Effective Date and effective at 12:01 AM
of that date, ▇▇▇▇▇ will contribute back to the Company, for no
consideration, 1,896,757 shares (the "Contributed Shares") of the Common
Stock owned by ▇▇▇▇▇, free and clear of any restrictions or encumbrances.
▇▇▇▇▇ represents that ▇▇▇▇▇ now owns and will own at the Effective Date the
Contributed Shares free and clear of any liens or encumbrances and, except
with respect to that certain Shareholder Agreement by and between ▇▇▇▇▇,
Cambridge Holdings, Ltd. and the Company dated December 28, 2001 and the
Voting Agreement dated June 18, 2003 between ▇▇▇▇▇ and the Company, has not
executed or delivered any proxy or entered into any other voting agreement
or similar arrangement regarding the Contributed Shares.
5. The parties agree that the Promissory Note dated as of June 12, 2003 shall
be amended to provide for the following; 1) at the Effective Date, the
payment described in paragraph 1, of the Additional Terms and Conditions to
the Promissory Note shall be $200,000 versus the $150,000 and "$2,000,000
in gross proceeds from the sale of common stock in the offering that is
commencing April 2004" shall be substituted for "$3,000,000 in gross
proceeds from the sale of its common stock in the offering commenced in
June 2003", and 2) the Promissory Note shall be payable in minimum monthly
amounts of $10,000, with any additional payment amounts at the sole
discretion of the Company, total commencing thirty days after the Effective
Date and monthly thereafter for thirty-six months whereupon the entire
remaining outstanding principal and interest shall be due and payable.
Payments under this paragraph are subject only to any restrictions imposed
by any secured obligations outstanding as of the date of the Agreement.
6. The parties agree that ▇▇▇▇▇ and the Company shall enter into an agreement
for employment between ▇▇▇▇▇ and the Company (the "Employment Agreement")
to be effective as of the Effective Date. The Employment Agreement shall
specify that the Board of Directors of the Company shall elect ▇▇▇▇▇ as
President of the Company for as long as the Employment Agreement is in
effect and the Employment Agreement shall include minimum annual
compensation of $100,000, plus customary benefits. The term of the
Employment Agreement shall be for a period of one-year beyond the latest
date that the final payment shall be made under the Promissory Note and any
indebtedness guaranteed by ▇▇▇▇▇ shall be repaid. Indebtedness guaranteed
by ▇▇▇▇▇ shall be limited to any and all amounts outstanding as of the date
of this agreement, including, but not limited to the approximate $3,250,000
total mortgage outstanding on the Company's facility and the $250,000 line
of credit at Castle Rock Bank The Employment Agreement shall include usual
and customary provisions for duties and obligations, including
confidentiality and non-competition provisions and shall only be cancelable
by the Company in the event of the death or disability of ▇▇▇▇▇, or for
fraud or the inability of ▇▇▇▇▇ to perform his duties.
Page 2 of 9 Of the Agreement and Amendments
All other terms and provisions of the agreements between the parties as
originally issued remain in effect.
IN WITNESS WHEREOF, the parties execute this Agreement to be effective as
of the date first set forth above.
AspenBio, Inc.
By_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
Title: Member of the Board of Directors
By_____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Total: Chairman of the Board of Directors
▇▇▇▇▇ ▇▇▇▇▇, Individually
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇
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AMENDMENT TO
AGREEMENT TO REVISE STOCKHOLDING, AMEND DEBT AGREEMENT
AND ENTER INTO EMPLOYMENT AGREEMENT
THIS AGREEMENT between the parties is entered into effective as of the 17th
day of May 2004 by and between AspenBio, Inc., a Colorado corporation (the
"Company") and ▇▇▇▇▇ ▇▇▇▇▇, individually (referred to herein as "Stockholder" or
"▇▇▇▇▇").
WHEREAS, the Company and Stockholder entered into an agreement dated as of
April 5, 2004 titled "Agreement to Revise Stockholdings, Amend Debt Agreement
and Enter Into Employment Agreement" (the "Agreement").
WHEREAS, the Agreement, as detailed in paragraph #1, was scheduled to
expire sixty days from the original date of the Agreement; and
WHEREAS, the Stockholder and the Company continue to agreed that it is in
each of their respective best interests to undertake a fund raising through the
sale of common stock of the Company to raise capital in an estimated amount of
at least $2,000,000; and
WHEREAS, the parties agree and acknowledge that in order to undertake that
offering of common stock, the Agreement needs to be amended as described below.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. ▇▇▇▇▇ and the Company agree that the provisions of this amendment to the
Agreement ("Amendment") are binding upon each party and the terms as agreed
to herein shall be effective on the date in the first paragraph above.
2. The parties agree that the sixty day expiration of the Agreement shall be
modified to strike the phrase .."within sixty days from the date of this
Agreement," and substitute .." by June 30, 2004," for such phrase in
paragraph #1 of the Agreement.
3. The parties agree that all other terms and conditions of the Agreement
shall remain unchanged and this Amendment shall be made part of the
Agreement.
IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of the
date first set forth above.
[SIGNATURE PAGE FOLLOWS]
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AspenBio, Inc.
By_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
Title: Member of the Board of Directors
By_____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Total: Chairman of the Board of Directors
▇▇▇▇▇ ▇▇▇▇▇, Individually
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇
Page 5 of 9 Of the Agreement and Amendments
SECOND AMENDMENT TO AGREEMENT TO REVISE STOCKHOLDING,
AMEND DEBT AGREEMENT AND ENTER INTO EMPLOYMENT
AGREEMENT
THIS AGREEMENT between the parties is entered into effective as of the 24th
day of June 2004 by and between AspenBio, Inc., a Colorado corporation (the
"Company") and ▇▇▇▇▇ ▇▇▇▇▇, individually (referred to herein as "Stockholder" or
"▇▇▇▇▇").
WHEREAS, the Company and Stockholder entered into an agreement dated as of
April 5, 2004 titled "Agreement to Revise Stockholdings, Amend Debt Agreement
and Enter Into Employment Agreement" (the "Agreement"), and an amendment to that
Agreement dated as of May 17, 2004 ("First Amendment").
WHEREAS, the Agreement and First Amendment, as detailed in paragraph #1,
were scheduled to expire June 30, 2004; and
WHEREAS, the Stockholder and the Company continue to agreed that it is in
each of their respective best interests to undertake a fund raising through the
sale of common stock of the Company to raise capital in an estimated amount of
at least $2,000,000; and
WHEREAS, the parties agree and acknowledge that in order to undertake and
complete that offering of common stock, the Agreement needs to be amended as
described below.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. ▇▇▇▇▇ and the Company agree that the provisions of this amendment to the
Agreement ("Second Amendment") are binding upon each party and the terms as
agreed to herein shall be effective on the date in the first paragraph of
the Second Amendment, above.
2. The parties agree that the expiration date of the Agreement as amended by
the First Amendment, shall be modified to strike the phrase "by June 30,
2004," and substitute " by July 30, 2004," for such phrase in paragraph #1
of the Agreement.
3. Furthermore, the parties agree that if the Company is successful is raising
a minimum of $1,000,000, in gross proceeds by July 16, 2004, under the
private placement currently in progress, the Company shall have the right
to extend, at its sole discretion and with no further approval by ▇▇▇▇▇,
the expiration of the Agreement to August 20, 2004.
4. The parties agree that all other terms and conditions of the Agreement and
the First Amendment shall remain unchanged and this Second Amendment shall
be made part of the Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of the
date first set forth above.
AspenBio, Inc.
By_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
Title: Member of the Board of Directors
By_____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Total: Chairman of the Board of Directors
▇▇▇▇▇ ▇▇▇▇▇, Individually
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇
Page 7 of 9 Of the Agreement and Amendments
THIRD AMENDMENT TO AGREEMENT TO REVISE STOCKHOLDING,
AMEND DEBT AGREEMENT AND ENTER INTO EMPLOYMENT
AGREEMENT
THIS AGREEMENT between the parties is entered into effective as of the 13th
day of July 2004 by and between AspenBio, Inc., a Colorado corporation (the
"Company") and ▇▇▇▇▇ ▇▇▇▇▇, individually (referred to herein as "Stockholder" or
"▇▇▇▇▇").
WHEREAS, the Company and Stockholder entered into an agreement dated as of
April 5, 2004 titled "Agreement to Revise Stockholdings, Amend Debt Agreement
and Enter Into Employment Agreement" (the "Agreement"), and amendments to that
Agreement dated as of May 17, 2004 and June 24, 2004 ("Prior Amendments").
WHEREAS, the Agreement and Prior Amendments, as detailed in paragraph #1 of
such Prior Agreements, were scheduled to expire July 30, 2004; and
WHEREAS, the Stockholder and the Company continue to agree that it is in
each of their respective best interests to continue to undertake a fund raising
through the sale of common stock of the Company to raise capital; and
WHEREAS, the parties agree and acknowledge that in order to undertake and
complete that offering of common stock, the Agreement and the prior Agreements
need to be amended as described below.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
5. ▇▇▇▇▇ and the Company agree that the provisions of this amendment to the
Agreement and Prior Amendments ("Third Amendment") are binding upon each
party and the terms as agreed to herein shall be effective on the date in
the first paragraph of the Third Amendment, above.
6. The parties agree that the expiration date of the Agreement as amended by
the Prior Amendments, shall be modified to strike the phrase "by July 30,
2004," and substitute " by September 30, 2004," for such phrase in
paragraph #1 of the Agreement.
7. Furthermore, the parties agree that if the Company is successful is raising
a minimum of $1,000,000, in gross proceeds by July 23, 2004, under the
private placement currently in progress, the $2,000,000 minimum referred to
under paragraph #1 of the Agreement shall be revised to $1,000,000 for
purposes of and only for purposes of the Voting Agreement described in
paragraph #2 of the Agreement and the 1,896,757 share contribution
described in paragraph #4 of the Agreement. All other sections of the
Agreement and Prior Amendments shall continue to be triggered by the
$2,000,000 minimum referred to in the Agreement.
[PAGE ONE OF TWO]
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8. The parties agree that all other terms and conditions of the Agreement and
the Prior Amendments shall remain unchanged and this Third Amendment shall
be made part of the Agreement.
IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of the
date first set forth above.
AspenBio, Inc.
By_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
Title: Member of the Board of Directors
By_____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Total: Chairman of the Board of Directors
▇▇▇▇▇ ▇▇▇▇▇, Individually
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇
[PAGE TWO OF TWO]
Page 9 of 9 Of the Agreement and Amendments
