SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2010 • Hidden Ladder, Inc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2017 • Aspen Group, Inc. • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April __, 2017, between Aspen Group, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ASPEN GROUP, INC.Aspen Group, Inc. • August 20th, 2012 • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the date hereof (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 ______1 shares (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).
Equity Distribution AgreementAspen Group, Inc. • August 18th, 2022 • Services-educational services • New York
Aspen Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Northland Securities, Inc. (the “Agent”), as follows:
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).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2020 • Aspen Group, Inc. • Services-educational services • New York
Aspen Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom Canaccord Genuity LLC is acting as representative (the “Representative”), an aggregate of 2,100,000 authorized but unissued shares and treasury shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 315,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the Offering. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
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.
INDEMNIFICATION AGREEMENT PATRICK SPADAIndemnification Agreement • May 7th, 2012 • Aspen Group, Inc. • Services-educational services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 16, 2011 between Aspen University Inc., a Delaware corporation (the “Company”), and Patrick Spada (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2014 • Aspen Group, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2014, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2014 • Aspen Group, Inc. • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2014, between Aspen Group, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 31st, 2020 • Aspen Group, Inc. • Services-educational services • New York
Aspen Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2021 • Aspen Group, Inc. • Services-educational services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Matt LaVay (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 10th, 2017 • Aspen Group, Inc. • Services-educational services • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of April ___, 2017, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2012 • Aspen Group, Inc. • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2012, between Aspen Group, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd. (“Purchaser” or “Holder”).
Date: March __, 2013 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Aspen Group, Inc. • April 19th, 2013 • Services-educational services • Delaware
THIS IS TO CERTIFY that, for value received, _____________________(the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, _________ shares of Aspen Group, Inc., a Delaware corporation (the “Company”) common stock, $0.001 par value per share (the “Common Stock”) and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.50 per share.
10% SECURED CONVERTIBLE NOTEAspen Group, Inc. • August 20th, 2012 • Services-educational services • New York
THIS 10% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Secured Convertible Notes of Aspen Group, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 720 South Colorado Boulevard, Suite 1150N, Denver, CO 80246, designated as its 10% Secured Convertible Note due September 30, 2012 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 7th, 2020 • Aspen Group, Inc. • Services-educational services • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of _________________ (the “Grant Date”) between Aspen Group, Inc. (the “Company”) and ____________ (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 19th day of May, 2011, by and between Aspen University Inc., a Delaware corporation with offices at 720 S. Colorado Blvd., Suite 1150N, Denver, Colorado 80246 (the “Corporation”), and Brad Powers, an individual residing at 535 W 23rd St., Apt. S7C, New York, NY 10011 (the “Executive”), under the following circumstances:
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2021 • Aspen Group, Inc. • Services-educational services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 1, 2020 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Robert Alessi (the “Executive”).
EMPLOYMENT AGREEMENTIndemnification Agreement • July 7th, 2020 • Aspen Group, Inc. • Services-educational services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 1, 2019 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Dr. Anne McNamara (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2012 • Aspen Group, Inc. • Services-educational services • Delaware
This Indemnification Agreement (the “Agreement”) is entered into as of this 13th day of March 2012, by and between Aspen Group, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the Parties:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 28th, 2017 • Aspen Group, Inc. • Services-educational services • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 25, 2017 (the “Closing Date”) is entered into by and among RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (“Lender”) and ASPEN GROUP, INC., a Delaware corporation (“Borrower”), ASPEN UNIVERSITY, INC., a Delaware corporation (“Aspen University”) and ASPEN NEWCO, INC., a Delaware corporation (“Newco”).
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Aspen Group, Inc. • November 5th, 2018 • Services-educational services • New York
THIS IS TO CERTIFY that, for value received, The Leon and Toby Cooperman Family Foundation (the “Holder”) is entitled to purchase, subject to the terms and conditions hereinafter set forth, ninety-two thousand forty-nine (92,049) shares of common stock, par value $0.001 per share (as further detailed in Section 4 of this Warrant, the “Common Stock”), of Aspen Group, Inc., a Delaware corporation (the “Company”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant (the “Exercise Price”) is five dollars eighty-five cents ($5.85) per share, subject to adjustment as provided in this Warrant.
TERM PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (“Maker”), HEREBY PROMISES TO PAY as and when due from time to time in accordance with the terms of this term promissory note and security agreement (this “Note”), whether at its stated Maturity (as defined below) or by acceleration or otherwise, TO THE ORDER OF _______________________________ whose address is c/o _____________________________________ (together with its successors and permitted assigns, “Payee”), at Payee’s address above or at such other place as may be designated from time to time in writing by Payee, in lawful money of the United States of America (“US$” and “U.S. dollars”) and in immediately available funds, IN FULL without deduction, reduction, offset or counterclaim, (i) the principal sum of FIVE MILLION U.S. DOLLARS (US$5,000,000) or such lesser principal amount as shall then be outstanding
Issuance Date: July 21, 2021 (the “Issuance Date”) WARRANT FOR THE PURCHASE OF 25,000 SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Warrant • September 14th, 2021 • Aspen Group, Inc. • Services-educational services • New York
THIS IS TO CERTIFY that, for value received, C. James Jensen (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, twenty five thousand (25,000) shares of common stock, par value $0.001 per share (as further detailed in Section 4 of this Warrant, the “Common Stock”), of Aspen Group, Inc., a Delaware corporation (the “Company”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant (the “Exercise Price”) is $6.99, subject to adjustment as provided in this Warrant.
ASSET PURCHASE AGREEMENT among ASPEN GROUP, INC. and ASPEN NEWCO, INC. and EDUCACIÓN SIGNIFICATÍVA, LLC and LINDEN EDUCATION PARTNERS LLC dated as of May 13, 2017Asset Purchase Agreement • May 18th, 2017 • Aspen Group, Inc. • Services-educational services • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of May 13, 2017, is entered into among Aspen Group, Inc., a Delaware corporation (“Aspen”), solely for the purposes of Section 2.06(b), Section 5.02(b), Section 5.04, Section 5.06, Section 5.08, Section 5.09, Section 5.10, Section 5.15, Section 5.17, Section 9.02, Article IV, Article VII, Article VIII, and Article X; Aspen Newco, Inc., a Delaware corporation (“Newco”); Educaciόn Significatίva, LLC, a Delaware limited liability company (“Company”); and Linden Education Partners LLC, a Delaware limited liability company (“Linden”), solely for the purposes of Section 3.07(d), Section 5.02(b), Section 5.03, Section 5.04(a), Section 5.04(b), Section 5.06, Section 5.07, Section 5.08, Section 5.09, Section 5.13, Section 5.17, Section 9.02, Article VII, Article VIII, and Article X.
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTEmployee Non-Qualified Stock Option Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Delaware
THIS EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of March 15, 2012 (the “Grant Date”) between Aspen Group, Inc. (the “Company”) and Angela Siegel (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2017 • Aspen Group, Inc. • Services-educational services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 1, 2016 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Michael Mathews (the “Executive”).
INVESTORS/REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2020 • Aspen Group, Inc. • Services-educational services • New York
THIS INVESTORS/REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of January, 2020, by and among ASPEN GROUP, INC., a Delaware corporation (the “Company”) and each of ____________ (“______”) and __________, a _________ (“______;” each of the ________ and ______ is hereinafter sometimes referred to individually as a “Holder” and collectively as the “Holders”).
Issuance Date: August 31, 2016 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Aspen Group, Inc. • September 7th, 2016 • Services-educational services • New York
THIS IS TO CERTIFY that, for value received, Leon G. Cooperman (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, seven hundred fifty thousand (750,000) shares of common stock, par value $0.001 per share (as further detailed in Section 4 of this Warrant, the “Common Stock”), of Aspen Group, Inc., a Delaware corporation (the “Company”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant (the “Exercise Price”) is twenty cents ($0.20) per share, subject to adjustment as provided in this Warrant.
Aspen Letterhead] May 9, 2017Aspen Group, Inc. • September 14th, 2017 • Services-educational services
This letter agreement documents our understanding regarding the waiver of your registration rights under that certain Registration Rights Agreement (the “Agreement”) between each of the Purchasers (as defined therein) and Aspen Group, Inc. (the “Company”). In accordance with Section 6(f) of the Agreement, the Agreement may be amended and the obligations and rights may be waived if Holders of more than 67% or more of the securities issued in the April 17, 2017 offering (the “April Offering”) agree in writing to such amendment or waiver.
AGREEMENT AND PLAN OF MERGER By and Between ASPEN GROUP, INC. and ELIT NUTRITIONAL BRANDS, INC. AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
This Agreement and Plan of Merger (the "Plan") is adopted as February 15, 2012, by and between Elite Nutritional Brands, Inc., a Florida corporation ("Elite Nutritional Brands"), and Aspen Group, Inc., a Delaware corporation and a wholly owned subsidiary of Elite Nutritional Brands ("Aspen Group").
