0001553350-17-000689 Sample Contracts

Aspen Letterhead] May 9, 2017
Waiver of Registration Rights • May 30th, 2017 • Aspen Group, Inc. • Services-educational services

This letter agreement documents our understanding regarding the waiver of your registration rights under that certain Registration Rights Agreement (the “Agreement”) between each of the Purchasers (as defined therein) and Aspen Group, Inc. (the “Company”). In accordance with Section 6(f) of the Agreement, the Agreement may be amended and the obligations and rights may be waived if Holders of more than 67% or more of the securities issued in the April 17, 2017 offering (the “April Offering”) agree in writing to such amendment or waiver.

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