TERM PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (“Maker”), HEREBY PROMISES TO PAY as and when due from time to time in accordance with the terms of this term promissory note and security agreement (this “Note”), whether at its stated Maturity (as defined below) or by acceleration or otherwise, TO THE ORDER OF _______________________________ whose address is c/o _____________________________________ (together with its successors and permitted assigns, “Payee”), at Payee’s address above or at such other place as may be designated from time to time in writing by Payee, in lawful money of the United States of America (“US$” and “U.S. dollars”) and in immediately available funds, IN FULL without deduction, reduction, offset or counterclaim, (i) the principal sum of FIVE MILLION U.S. DOLLARS (US$5,000,000) or such lesser principal amount as shall then be outstanding
WARRANT FOR THE PURCHASE OF 100,000 SHARES OF COMMON STOCK OF ASPEN GROUP, INC.Warrant • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
THIS IS TO CERTIFY that, for value received, ___________________________ (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, one hundred thousand (100,000) shares of common stock, par value $0.001 per share (as further detailed in Section 4 of this Warrant, the “Common Stock”), of Aspen Group, Inc., a Delaware corporation (the “Company”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant (the “Exercise Price”) is six dollars ($6.00) per share, subject to adjustment as provided in this Warrant.
AMENDED AND RESTATED REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (“Maker”), HEREBY PROMISES TO PAY as and when due from time to time in accordance with the terms of this revolving promissory note and security agreement (this “Note”), whether at its stated Maturity (as defined below) or by acceleration or otherwise, TO THE ORDER OF THE _________________________, located at c/o ____________, _________________________________ (together with its successors and permitted assigns, “Payee”), at Payee’s address above or at such other place as may be designated from time to time in writing by Payee, in lawful money of the United States of America (“US$” and “U.S. dollars”) and in immediately available funds, IN FULL without deduction, reduction, offset or counterclaim, (i) the principal sum of FIVE MILLION U.S. DOLLARS (US$5,000,000) or such lesser principal amount as shall then be outs
Subject: AS Educational Investments, LLC Loan to Aspen Group, Inc.Intercreditor Agreement • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
This will confirm the terms on which ___________________________ (“___”), has agreed to loan to Aspen Group, Inc. (the “Company”) five million U.S. dollars (US$5,000,000) for a term of eighteen (18) months (the “Loan”), with the Company’s conditional right to extend such term for an additional twelve (12) months, all as specified in and evidenced by a Term Promissory Note and Security Agreement of even date herewith to be executed and delivered to AS by the Company and certain of its wholly-owned subsidiaries signatory thereto (each, an “Aspen Subsidiary”) in the form of Exhibit A hereto (the “Note”). As conditions precedent to ___’s advancement of any funds to the Company in respect of the Loan or the Note:
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2019 • Aspen Group, Inc. • Services-educational services • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of this 6th day of March, 2019, by and among _________________, an individual residing at _______________________________ (together with his successors and permitted assigns, “___________”), solely in his capacity as Servicing Lender (as defined below), ___________________________________ whose address is ___________________________ (together with its successors and permitted assigns, “___”), __________________________________, whose address is c/o ______________ at his address above (together with its successors and permitted assigns, the “_________________”; collectively with ___, the “Lenders”, and each individually a “Lender”), and ASPEN GROUP, INC., a Delaware corporation having its principle place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (together with its successors and permitted assigns, the “Company”; collectively with ______________ and the Lenders, the “Parties”, and each individually a “Party”).
