0001553350-14-000851 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2014 • Aspen Group, Inc. • Services-educational services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 30th, 2014 • Aspen Group, Inc. • Services-educational services • New York

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

WARRANT TO PURCHASE COMMON STOCK
Aspen Group, Inc. • July 30th, 2014 • Services-educational services • Delaware

Aspen Group Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at a purchase price per share of $0.19 (subject to adjustment as provided herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times during the Exercise Period (as defined below), _______________ fully paid nonassessable shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). This Warrant is issued pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of July [__], 2014 (the “Subscription Date”), by and among the Compa

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