0001354488-13-002112 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 19th, 2013 • Aspen Group, Inc. • Services-educational services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March ____, 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”).

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.

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