Agreement Not to Exercise Warrants and Options – Aspen Group, Inc. and Security Holder
Aspen Group, Inc. and a security holder agree that the holder will not exercise any rights to purchase shares or convert notes into common stock until the company amends its Certificate of Incorporation to increase authorized capital. This restriction is in connection with a new private placement of common stock and warrants. If the private placement does not close by August 31, 2014, the agreement becomes void and unenforceable.
EXHIBIT 10.33
Aspen Group, Inc.
720 South Colorado Blvd.
Suite 1150N
Denver, Colorado 80246
July 10, 2014
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Re: Exercise of Warrants and Options
Dear ___________:
This letter agreement (the “Agreement”) makes reference to certain rights granted to you as a holder of certain convertible notes, warrants and/or options to purchase shares of common stock of Aspen Group, Inc. (the “Company”).
Pursuant to this Agreement, and in consideration of the Company selling common stock with 50% warrant coverage at $0.155 per share (each five-year warrant exercisable at $0.19 per share), in a new private placement, you hereby agree that you will not exercise your rights to purchase, pursuant to the warrants and/or options, any shares of common stock of the Company or convert your notes until such time as the Company informs you that the Company’s Certificate of Incorporation has been amended so that there is sufficient authorized capital to permit the exercise and conversion of all outstanding convertible notes, warrants, options and other derivative securities of the Company.
If the Company has not closed this private placement by August 31, 2014, this Agreement is null and void and not enforceable.
| Sincerely yours, |
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| Michael Mathews, Chief Executive Officer |
[Signatures continue on following page.]
AGREED:
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