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Note 8. Pending Acquisition

On May 13, 2017, the Company entered into a definitive agreement to acquire the operating assets of United States University (“USU”), a regionally accredited for-profit university based in San Diego, California for a total purchase price of $9 million. The transaction is subject to customary closing conditions and regulatory approvals by the DOE, WASC Senior College and University Commission, and state regulatory and programmatic accreditation bodies. The earliest that Aspen Group would receive required regulatory approvals would be November 2017.

In furtherance of this possible acquisition, the Company lent $900,000 to the target with the loan guaranteed by its principal owner. The Company also entered into a Marketing Consulting Agreement with USU. The note for $900,000 and 8% per annum interest is immediately due upon the earlier of (i) the closing of the acquisition in which case it shall be a credit towards the $2.5 million cash due at closing, (ii) January 15, 2018, or (iii) the termination of the acquisition. The Company drew the $900,000 from the third party line of credit. (See Note 5)