Document

Exhibit 10.7

January 15, 2020

Michael Mathews

Chairman and Chief Executive Officer

Aspen Group, Inc.

276 Fifth Avenue, Suite 505

New York, NY 10001

Subject: Loan to Aspen Group, Inc.

Dear Mike:

This will confirm the terms on which (together with its successors and permitted assigns, “Payee”) has agreed to amend and restate that certain Term Promissory Note and Security Agreement (the “Original Note”) by and among the Payee, the Aspen Group, Inc. (the “Company”), United States University, Inc. (“USU”) and Aspen University Inc. (“AUI”, and together with USU, the “Aspen Subsidiaries”) in the form of Exhibit A hereto (the “Convertible Note”).

As conditions precedent to such amendment and restatement (collectively, the “Closing Conditions”):

1.The Company and each Aspen Subsidiary, through its officer thereunto duly authorized by all requisite corporate and other action, shall execute and deliver to on the date hereof (a) this letter agreement (this “Agreement”), (b) the Convertible Note, (c) the Investors/Registration Rights Agreement in the form of Exhibit B hereto among the Company, and (the “Registration Rights Agreement”) and (d) the Amended and Restated Intercreditor Agreement in the form of Exhibit C hereto among the Company and each Aspen Subsidiary, , and (solely in his capacity as “Servicing Lender” (as defined therein)) (the “Intercreditor Agreement” and, together with the Agreement, the Convertible Note, the Registration Rights Agreement, the “Transaction Documents”).

2.The Company shall have closed an equity financing (“Equity Financing”) resulting in an aggregate amount of gross proceeds to the Company of at least $10,000,000.

3.The Company shall have paid all accrued and unpaid interest as of Closing Date (as defined herein) under the Original Note to .

4.The Company, by virtue of its execution and delivery to of the Transaction Documents, shall be conclusively deemed to have represented, warranted, covenanted and agreed to and with (on behalf of itself and, with respect to the Intercreditor Agreement, each Aspen Subsidiary) that:

(a) The Company and each Aspen Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate and legal power and authority (i) to enter into the Transaction Documents, (ii) to execute and deliver same to the , and (iii) to incur and perform their respective obligations hereunder and thereunder in accordance with their respective terms and conditions; and the Company’s and each Aspen Subsidiary’s signatory to each of the Transaction Documents has been duly authorized by all requisite corporate and other action to execute and deliver same on behalf of the Company or such Aspen Subsidiary, as the case may be, and to cause it thereby to make and incur its commitments and obligations hereunder and thereunder.

(b) The Company’s and each Aspen Subsidiary’s execution and delivery to the of the Transaction Documents, and their undertaking and performance in accordance with their terms of their respective commitments and obligations hereunder and thereunder, do not contradict, contravene or conflict with, or constitute an event of default (or an event that, with notice or the passage of time or both, would or might constitute an event of default) under, any court or administrative order, judgment, regulation, ruling, decree, contract, mortgage, indenture, deed of trust, or other agreement, instrument or document binding upon or affecting the Company or any Aspen Subsidiary or any of their respective assets or properties, or to which they or any of their respective assets or properties are subject.

(c) The Company is debt-free, except for “Permitted Indebtedness” as defined and described in the Notes; and any and all indebtedness whensoever incurred by the Company, other than Permitted Indebtedness, shall be fully and contractually subordinated in all respects (including, without limitation, in right and priority of payment and repayment of principal, interest, and all fees and other amounts) to the Company’s indebtedness and payment obligations under the Transaction Documents.

5.The Company hereby agrees that in the event (a) any of its representations, warranties, covenants or agreements hereunder or under any of the Transaction Documents (each of which shall be deemed continuing for the duration of the Convertible Note and until satisfaction in full of all of the Company’s payment, repayment and other obligations under the Transaction Documents) shall be breached, which breach shall continue uncured for a period of at least three (3) business days after notice from to the Company specifying the nature of such breach, or (b) notwithstanding the foregoing, any of the Acceleration Events specified in the Notes shall occur, then, without further act or instrument, any and all amounts (whether of principal, interest, commitment fee, or otherwise) unpaid and outstanding under or in respect of the Notes shall automatically and immediately become due and payable to the in full, in accordance with the terms of the Transaction Documents.

6.The Company shall pay each of the and the sum of $40,400 each to offset the estimated taxes that will be due as a result of entering into the Convertible Note (it being the parties’ mutual understanding and acknowledgment that actual taxes payable by each of the and , respectively, may be higher or lower than this amount).

Upon the satisfaction of the Closing Conditions (the “Closing”), the Company shall deliver to the and a certificate executed by the Chief Executive Officer of the Company, in form and substance satisfactory to the and , certifying the satisfaction of each of the Closing Conditions (the date of such delivery, the “Closing Date”).

The Company shall pay the reasonable legal fees and expenses of all law firms which represent any of or in connection with the Transaction Documents and the transactions contemplated thereby, as and when invoiced by such law firms, and such law firms shall be considered third-party beneficiaries of the Company’s obligations under this paragraph, entitled to directly enforce same against the Company as if themselves parties hereto.

All notices, demands or other communications (collectively, “notices”) hereunder relating to any matter set forth herein shall be in writing and made, given, served or sent (collectively, “delivered”) by (a) certified mail (return receipt requested) or (b) reputable commercial overnight courier service (Federal Express, UPS or equivalent that provides a receipt) for next-business-morning delivery, in each case with postage thereon prepaid by sender and addressed to the intended recipient at its Address for Notices set forth below its signature hereto (or at such other address as the intended recipient shall have previously provided to the sender in the same manner herein provided); provided that copies of any such notice to shall also be sent to . Any such notice sent as so provided shall be deemed effectively delivered (i) on the third business day after being sent by certified mail, (ii) on the next business morning if sent by overnight courier for next-business-morning delivery or (iii) on the day of its actual delivery to the intended recipient (as shown by the return receipt or proof-of-delivery), whichever is earlier.

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York applicable to contracts made between residents of that state, entered into and to be wholly performed within that state, notwithstanding the parties’ actual states of residence or domicile if outside that state and without reference to any conflict of laws or similar rules that might otherwise mandate or permit the application of the laws of any other jurisdiction. Any action, suit or proceeding relating to the Transaction Documents shall be brought exclusively in the courts of New York State sitting in the Borough of Manhattan, New York City, or in U.S. District Court for the Southern District of New York, and, for all purposes of any such action, suit or proceeding, each of the parties hereby irrevocably (i) submits to the exclusive jurisdiction of such courts, (ii) waives any objection to such choice of venue based on forum non conveniens or any other legal or equitable doctrine, and (iii) waives trial by jury and, in the case of the Company, the right to interpose any set-off or counterclaim, of any nature or description whatsoever, in any such action, suit or proceeding.

None of the rights or remedies of under the Transaction Documents are intended to be exclusive of any other right or remedy available to the , whether at law, in equity, by statute or otherwise, but shall be deemed cumulative with all such other rights and remedies. No failure by the to exercise, or any delay by the in exercising, any of its rights or remedies hereunder shall operate as a waiver thereof. A waiver by of any right or remedy hereunder on any one occasion shall not be construed as a bar to the exercise by the of that same or of any other right or remedy which it would otherwise have on any future

occasion. No forbearance, indulgence, delay or failure by the to exercise any of its rights or remedies hereunder or with respect to the Transaction Documents, nor any course of dealing between us, shall operate as a waiver of any such right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The shall not, by any course of dealing, indulgence, omission, or other act (except a further instrument signed by the ) or failure to act, be deemed to have waived any right or remedy hereunder or with respect to the Transaction Documents, or to have acquiesced in any breach of any of the terms of this Agreement. No modification, rescission, waiver, forbearance, release or amendment of any term, covenant, condition or provision of this Agreement or any of the Company’s obligations hereunder shall be valid or enforceable unless made and evidenced in writing, expressly referring to this Agreement and signed by both of us.

This Agreement may be executed in counterparts, each of which when duly signed and delivered shall be deemed for all purposes hereof to be an original, but all such counterparts shall collectively constitute one and the same instrument; and either party may execute this Agreement by signing any such counterpart. Any signature delivered by facsimile or email transmission (in scanned .pdf format or the equivalent) shall be deemed to be an original signature.

If the foregoing accurately and completely reflects our understanding, please confirm your agreement with these terms and conditions by signing where indicated below, whereupon this shall become a binding agreement between us.

Sincerely,

Address for Notices:

Agreed:

ASPEN GROUP, INC.

By______________________________

Michael Mathews

Chairman and Chief Executive Officer

Address for Notices:

276 Fifth Avenue, Suite 505

New York, NY 10001

Email: michael.mathews@aspen.edu

UNITED STATES UNIVERSITY, INC.,

a Delaware corporation

By______________________________

Michael Mathews

Chief Executive Officer

Address for Notices:

276 Fifth Avenue, Suite 505

New York, NY 10001

Email: michael.mathews@aspen.edu

ASPEN UNIVERSITY INC.,

a Delaware corporation

By______________________________

Michael Mathews

Chief Executive Officer

Address for Notices:

276 Fifth Avenue, Suite 505

New York, NY 10001

Email: michael.mathews@aspen.edu

Exhibit A

Form of Note

Exhibit B

Form of Investors/Registration Rights Agreement

Exhibit C

Form of Amended and Restated Intercreditor Agreement