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:
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”).
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").
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.”
CONSULTING AGREEMENTConsulting Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • New Jersey
This CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 16th day of September, 2011 by and between Aspen University Inc., a Delaware corporation (the “Company”), and Higher Education Management Group, Inc. (the “Consultant”).
Aspen University Inc.Deferred Salary Waiver • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
This letter agreement is in reference to that certain employment agreement (the “Employment Agreement”) dated May 19, 2011 by and between Aspen University Inc., a Delaware corporation (the “Company”), and yourself. This letter agreement documents your agreement to (i) waive $62,500 of accrued, but unpaid, base salary due from the Company to you under the Employment Agreement, and (ii) reduce your base salary under the Employment Agreement by 50% until such time as the Chief Executive Officer of the Company or the board of directors of the Company determines that the Company has sufficient cash flow to pay the amount originally agreed to in your Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of January, 2012, by and between Aspen University, Inc., a Delaware corporation with offices at 224 West 30th Street, Suite 604, New York, NY 10001 (the “Company”), and Gerald B. Williams, an individual residing at 1401 Woodbury Lane, Liberty, MO 64068 (the “Executive”), under the following circumstances:
Aspen University Inc.Pledge Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Delaware
This letter agreement (this “Agreement”) relates to that certain pledge agreement (the “Pledge Agreement”) dated March 13, 2012 by and between Aspen University Inc., a Delaware corporation (the “Company”), and Michael D. Mathews, Michael D’Anton, MD, and John Scheiblehoffer, MD (collectively, the “Pledgor”), whereby the Pledgor pledged 2,161,785 shares of common stock of the Company to the Company in order to secure repayment of those certain obligations in the aggregate amount of $2,161,785. As a result of further investigation, it was determined that the total aggregate amount of obligations is $2,209,960, a difference of $48,175 (the “Obligations”).
PLEDGE AGREEMENTPledge Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Delaware
THIS PLEDGE AGREEMENT (the “Agreement”), made and entered into this 13th day of March, 2012, by and among Michael D. Mathews, Michael D’Anton, MD, and John Scheiblehoffer, MD (collectively, the “Pledgor”) and Aspen University Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 9th day of June, 2011, by and between Aspen University, Inc., a Delaware corporation with offices at 224 West 30th Street, Suite 604, New York, NY 10001 (the “Corporation”), and David M. Garrity, an individual residing at 157 East 32nd Street, Apartment 19B, New York, NY 10016 (the “Executive”), under the following circumstances:
Aspen University Inc.Deferred Salary Waiver • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
This letter agreement is in reference to that certain employment agreement (the “Employment Agreement”) dated May 19, 2011 by and between Aspen University Inc., a Delaware corporation (the “Company”), and yourself. This letter agreement documents your agreement to (i) waive $62,500 of accrued, but unpaid, base salary due from the Company to you under the Employment Agreement, and (ii) reduce your base salary under the Employment Agreement by 50% until such time as the Chief Executive Officer of the Company or the board of directors of the Company determines that the Company has sufficient cash flow to pay the amount originally agreed to in your Employment Agreement.
Aspen University Inc.Pledge Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Nevada
This letter agreement (this “Agreement”) relates to that certain pledge agreement (the “Pledge Agreement”) dated September 16, 2011 by and between Aspen University Inc., a Delaware corporation (the “Company”), and Higher Education Management Group, Inc., a Nevada corporation (“HEMG”), whereby HEMG pledged 772,793 shares of Series C preferred stock of the Company to the Company in order to secure repayment of those certain obligations in the aggregate amount of $772,793 (the “Obligation”) pursuant to those certain marketing agreements dated March 30, 2008 and December 1, 2008 by and between the Company and HEMG.
Lock-Up/Leak-Out Agreement September 16, 2011Lock-Up/Leak-Out Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
As partial consideration for that certain agreement (the “Agreement”), dated September 16, 2011 by and among Aspen University Inc., a Delaware corporation (“Aspen”), Higher Education Management Group, Inc. (“HEMG”) and Patrick Spada (“Spada”), HEMG and Spada agree to the restrictions contained herein.
PLEDGE AGREEMENTPledge Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings • Delaware
THIS PLEDGE AGREEMENT (the “Agreement”), made and entered into this 16th day of September, 2011, by and among Higher Education Management Group, Inc. (the “Pledgor”) and Aspen University Inc., a Delaware corporation (the “Company”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
This Agreement of Merger and Plan of Reorganization (the “Agreement”), dated as of the 13th day of March, 2012, by and between Aspen Group, Inc., a Delaware corporation and successor in interest to Elite Nutritional Brands, Inc., a Florida corporation (“Aspen”), Aspen Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Aspen (“Merger Sub”) and Aspen University Inc., a Delaware corporation (“PrivateCo”).:
Lock-Up/Leak-Out Agreement September 16, 2011Lock-Up/Leak-Out Agreement • March 19th, 2012 • Aspen Group, Inc. • Wholesale-furniture & home furnishings
In connection with that certain agreement (the “Agreement”), dated September 16, 2011 by and among Aspen University Inc., a Delaware corporation (“Aspen”), Higher Education Management Group, Inc. (“HEMG”) and Patrick Spada (“Spada”), you agree to the restrictions contained herein.
