SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2010 • Hidden Ladder, Inc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2013 • Aspen Group, Inc. • Services-educational services • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2013, 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 WARRANTSecurity Agreement • September 26th, 2013 • Aspen Group, Inc. • 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).
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, 2015Convertible Security Agreement • September 26th, 2013 • Aspen Group, Inc. • 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”).
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.
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”).
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 • 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”).
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”).
Issuance Date: July 21, 2021 (the “Issuance Date”) WARRANT FOR THE PURCHASE OF 25,000 SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Warrant Agreement • 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.
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”).
Equity Distribution AgreementEquity Distribution Agreement • August 18th, 2022 • Aspen Group, Inc. • 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:
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”).
10% SECURED CONVERTIBLE NOTEConvertible Security Agreement • August 20th, 2012 • Aspen Group, Inc. • 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:
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:
Aspen Letterhead] May 9, 2017Waiver of Registration Rights • September 14th, 2017 • Aspen Group, Inc. • 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.
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”).
INVESTORS/REGISTRATION RIGHTS AGREEMENTInvestors/Registration Rights Agreement • March 15th, 2022 • Aspen Group, Inc. • Services-educational services • New York
THIS INVESTORS/REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of March, 2022, 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”).
TERM PROMISSORY NOTE AND SECURITY AGREEMENTTerm Promissory Note 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
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”).
AGREEMENT AND PLAN OF MERGER By and Between ASPEN GROUP, INC. and ELIT NUTRITIONAL BRANDS, INC. AGREEMENT AND PLAN OF MERGERMerger Agreement • 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").
BUSINESS CONSULTING SERVICES AGREEMENTBusiness Consulting Services Agreement • March 18th, 2013 • Aspen Group, Inc. • Services-educational services • New York
This Business Consulting Services Agreement (the “Agreement”) is entered into effective as of March 1, 2013 (the “Effective Date”) by and between Aspen Group, Inc., a Delaware corporation (the “Company”); Brad Powers and GT Marketing Group, LLC (collectively the “Consultant”). (Each of the Company and the Consultant are hereinafter a “Party” and collectively the “Parties”).
AGREEMENTStock Purchase Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Delaware
This AGREEMENT (the “Agreement”) is entered into as of the 16th day of September, 2011 (the “Effective Date”) by and among Higher Education Management Group, Inc. (“HEMG”), Patrick Spada (“Spada”) and Aspen University Inc., a Delaware corporation (“Aspen”). HEMG, Spada and Aspen are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENTRevolving Promissory Note and Security Agreement • March 15th, 2022 • Aspen Group, Inc. • Services-educational services • New York
Maker may draw down, at any time and from time to time during the period from and including the date of this Note through the day immediately preceding the first anniversary of that date (the “Commitment Period”), each time upon prior arrangement with and at least three (3) Business Days’ (as defined below) prior written notice to Payee, a principal amount not to exceed at any one time outstanding, as to all such drawdowns in the aggregate, ten million U.S. dollars (US$10,000,000) (Payee’s “Commitment”); provided, however, that the Commitment Period and Payee’s Commitment shall automatically, without the requirement of any demand, notice, or other act or instrument of, by or from Payee or any other person, and immediately terminate upon the occurrence of an Acceleration Event (as defined below), whereupon (i) Maker shall not be permitted to draw down any additional amounts under this Note and (ii) the aggregate principal amount then outstanding under this Note, together with all intere
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”).
