0001354488-12-004436 Sample Contracts

COMMON STOCK PURCHASE WARRANT ASPEN GROUP, INC.
Security Agreement • August 20th, 2012 • Aspen Group, Inc. • 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).

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10% SECURED CONVERTIBLE NOTE
Convertible 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”).

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