Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 519K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 20K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 109K
Liquidation or Succession
4: EX-2.3 Agreement and Plan of Merger HTML 37K
5: EX-2.4 Articles of Merger HTML 44K
6: EX-2.5 Certificate of Merger HTML 43K
7: EX-3.1 Certificate of Incorporation HTML 41K
8: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 110K
9: EX-3.3 Certificate of Incorporation HTML 19K
10: EX-3.4 Articles of Amendment HTML 18K
11: EX-10.1 Mathews Employment Agreement HTML 90K
20: EX-10.10 Pledge Agreement HTML 47K
21: EX-10.11 Pledge Agreement HTML 52K
22: EX-10.12 Pledge Agreement Letter HTML 22K
23: EX-10.13 Equity Incentive Plan HTML 78K
24: EX-10.14 Employee Non-Qualified Stock Option Agreement HTML 67K
25: EX-10.15 Employee Non-Qualified Stock Option Agreement HTML 63K
26: EX-10.16 Stock Pledge Agreement (2) HTML 20K
27: EX-10.17 Amendment of Mathews Employment Agreement HTML 17K
28: EX-10.18 Amendment of Powerd Employment Agreement HTML 17K
12: EX-10.2 Garrity Employment Agreement HTML 77K
13: EX-10.3 Powers Employment Agreement HTML 92K
14: EX-10.4 Siegel Employment Agreement HTML 84K
15: EX-10.5 Williams Employment Agreement HTML 99K
16: EX-10.6 Spada Agreement HTML 55K
17: EX-10.7 Consulting Agreement HTML 43K
18: EX-10.8 Lock-Up Spada HTML 23K
19: EX-10.9 Lock-Up HTML 20K
30: EX-99.1 Aspen University Inc. and Subsidiary Index to HTML 389K
Consolidated Financial Statements
31: EX-99.2 Unaudited Pro Forma Combined Financial Statements HTML 152K
29: EX-16.1 Lake Associates, CPA's LLC - Former Auditor HTML 14K
41: R1 Document and Entity Information HTML 25K
38: R2 Pro Forma Combined Balance Sheet HTML 126K
40: R3 Pro Forma Combined Statement of Operations HTML 76K
42: XML IDEA XML File -- Filing Summary XML 20K
37: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 19K
34: EX-101.CAL XBRL Calculations -- aspu-20111231_cal XML 62K
32: EX-101.INS XBRL Instance -- aspu-20111231 XML 50K
35: EX-101.LAB XBRL Labels -- aspu-20111231_lab XML 132K
36: EX-101.PRE XBRL Presentations -- aspu-20111231_pre XML 82K
33: EX-101.SCH XBRL Schema -- aspu-20111231 XSD 25K
39: ZIP XBRL Zipped Folder -- 0001354488-12-001232-xbrl Zip 13K
‘EX-10.9’ — Lock-Up
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Lock-Up/Leak-Out Agreement
Re: Lock-Up/Leak-Out Agreement
Dear ______________:
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.
1. From the date hereof until twelve months following the SEC Reporting Date, as that term is defined in Aspen's Second Amended and Restated Certificate of Incorporation to be filed in connection with the closing of the Agreement (the “Term”), you shall not, directly or indirectly, including through any persons or entities controlled by you, (i) sell, offer to sell, contract or agree to sell, hypothecate, or pledge any of your shares of Series C Preferred stock, common stock or any other capital stock of Aspen or any entity with which Aspen merges or consummates a share exchange (collectively, “Shares”), (ii) sell, transfer or grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any Shares or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, or any rights to purchase the Shares, whether any such transaction is to be settled by delivery of the Shares or such other securities, in cash or otherwise. The restrictions in this Section shall not apply to (a) bona fide gifts provided that such recipient agrees in writing to be bound by the terms of this Agreement, or (b) dispositions to any trust for you or your principal’s
direct or indirect benefit and/or your principal’s immediate family, provided that such trust agrees in writing to be bound by the terms of this Agreement, and (c) sales or dispositions authorized pursuant to Section 2 below.
2. Commencing upon the expiration of the Term and continuing for a period of twelve (12) months, you (and/or persons or entities controlled by you) shall, in any given week, be allowed to sell, transfer or otherwise dispose of up to 5% of the total trading volume for the Shares for the prior 10 trading days not including any days in the week of sale, or such greater amount as the board of directors of Aspen may determine from time to time. If Aspen’s board of directors increases the amount of shares that any other shareholder who (A) (i) is currently a director of Aspen, or (ii) an affiliate of any such director, and (B) is subject to a Lock-up/Leak-Out Agreement or other restrictions similar to those contained in this Agreement, may sell, Aspen shall also increase the shares that you (and persons or entities controlled by you) may sell in an equal amount measured on a percentage basis. In
the event that any other shareholder who is currently a director of Aspen or an affiliate of any such director is provided with registration rights with respect to shares of Aspen, you shall be provided similar registration rights.
By signing below, you hereby agree in writing to be bound by the terms of this letter agreement. You agree that your right to sell common stock is subject to applicable law.
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Yours very truly, |
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Michael Mathews |
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Chief Executive Officer |
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I agree to the foregoing:
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