ASPEN GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2022, Aspen Group, Inc. (the "Company") entered into an agreement
with an insurance company which issued an approximately $18.3 million surety
bond in favor of the State of Arizona. The surety bond requirement had
previously been disclosed by the Company. In order to cause the insurance
company to deliver the surety bond, the Company entered into a First Amendment
to Intercreditor Agreement (the "Amendment') with lenders to amend the
Intercreditor Agreement entered into by the same parties on March 14, 2022 (the
"Amendment").

The Amendment provides that the Company and each of the lenders, at all times
prior to the delivery of the Termination Certificate (as defined below), but for
funding as directed by the Surety as described more fully below, (i) the Company
shall not be permitted to make any draw request or borrow any funds under the
Revolving Promissory Note and Security Agreements (the "Revolver Notes") and
(ii) the lenders shall not be required to fund any loan or advance any funds
under the Revolver Notes. Upon that certain surety bond ceasing to be
outstanding, the Company shall deliver to the lenders a certificate (such
certificate, the "Termination Certificate"), certifying that the surety bond is
no longer outstanding and that there are no further obligations in respect of
the surety bond owing by the Company to the insurance company. Prior to issuance
of the Termination Certificate and during the time the surety bond is in effect,
the insurance company may cause the Company to draw on funds for the express
purposes of resolving claims filed under the surety bond. In addition to the
Revolver Notes draw restriction, the insurance company required the Company to
restrict $5 million of cash.

The foregoing description of the terms of the Amendment and Intercreditor
Agreement, and the transactions contemplated thereby, does not purport to be
complete and are qualified in its entirety by reference to the form of the
Amendment and Intercreditor Agreement, copies which are filed as Exhibits 10.1
to this Current Report on Form 8-K and as Exhibit 10.3 to the Form 10-Q filed on
March 15, 2022, respectively, and are incorporated herein by reference.

As consideration for the lenders agreeing to enter into the Amendment, the
Company agreed to issue each lender 100,000 five-year warrants exercisable at
$1.00 per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



                                                                                          Filed or
Exhibit                                                     Incorporated by Reference     Furnished
   #                   Exhibit Description                Form        Date       Number   Herewith
 10.1       First Amendment to Intercreditor                                                Filed
          Agreement
 10.2       Intercreditor Agreement                       10-Q      3/15/2022     10.3
  104     Cover Page Interactive Data File (embedded
          within the Inline XBRL document