SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2013 • Aspen Group, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2013, between Aspen Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE APRIL 1, 2015Aspen Group, Inc. • September 26th, 2013 • Services-educational services • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Secured Convertible Debentures of Aspen Group, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 720 South Colorado Boulevard, Suite 1150N, Denver, Colorado 80246, designated as its 8% Original Issue Discount Secured Convertible Debenture due April 1, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 26th, 2013 • Aspen Group, Inc. • Services-educational services • New York
This SECURITY AGREEMENT, dated as of September 25, 2013 (this “Agreement”), is among Aspen Group, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due April 1, 2015, in the original aggregate principal amount of $2,240,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTAspen Group, Inc. • September 26th, 2013 • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September ___, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aspen Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 26th, 2013 • Aspen Group, Inc. • Services-educational services • New York
SUBSIDIARY GUARANTEE, dated as of September 25, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Aspen Group, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2013 • Aspen Group, Inc. • Services-educational services
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of September 25, 2013 by and between Aspen Group, Inc., a Delaware corporation (the “Company”) and the person identified on the signature page of this Agreement (the “Investor”).
SUBORDINATION OF DEBT AGREEMENTSubordination of Debt Agreement • September 26th, 2013 • Aspen Group, Inc. • Services-educational services • New York
THIS SUBORDINATION OF DEBT AGREEMENT ("Subordination Agreement") is made this 25th day of September, 2013, by and between Aspen Group, Inc., a Delaware corporation (the “Company”), Aspen University, Inc., a Delaware corporation (the “Subsidiary” and, collectively with the Company, the "Debtor"), and Michael Mathews (the "Subordinating Creditor") in favor of the parties listed on Schedule A (the "Secured Parties").
