Exhibit 4.1


 


LOAN CLOSING STATEMENT
AND DISBURSEMENT SHEET


 


	Borrower:	 	ELITE LEGACY EDUCATION, INC., a Florida corporation
	 	 	 
	Mortgagor:	 	JAMES E. MAY, as successor Trustee of the 1612 E. CAPE CORAL PARKWAY LAND TRUST, dated November 7, 2000
	 	 	 
	Guarantor:	 	LEGACY EDUCATION ALLIANCE HOLDINGS, INC., a Colorado corporation
	 	 	 
	Lender:	 	USA REGROWTH FUND LLC, an Oregon limited liability company
	 	 	 
	Loan Amount:	 	$500,000.00
	 	 	 
	Loan No:	 	_______________
	 	 	 
	Closing Agent:	 	MILLER JOHNSON LAW, P.L.
	 	 	 
	Closing Date:	 	September      ,
2018
	 	 	 
	File No.:	 	_______________
	 	 	 
	Legal Description:	 	SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF




 


LOAN CLOSING COSTS:


 





	Mortgage and Security Agreement (16 pages)	 	$	137.50	 
	Documentary Stamps	 	 	1,750.00	 
	Intangible Tax	 	 	1,000.00	 
	Collateral Assignment of Leases and Rents (0 pages-NOT NEEDED)	 	 	0.00	 
	E-Recording Fees (1 document)	 	 	3.50	 
	Internal Cost Recovery (Courier, Postage, etc.)	 	 	125.00	 
	Archiving Fee	 	 	30.00	 
	Title Search Fee	 	 	175.00	 
	Title Insurance Premium - Mortgagee Title Policy	 	 	2,575.00	 
	Municipal Lien Search	 	 	85.00	 
	Loan Fee (6 Points)	 	 	30,000.00	 
	Processing and Document Review Fee	 	 	500.00	 
	Attorneys’ Fees & Costs (Borrower)	 	 	2,850.00	 
	Attorneys’ Fees & Costs (Lender)	 	 	1,500.00	 
	TOTAL LOAN CLOSING COSTS:	 	$	40,731.00	 





 






     


     


    

 





	RECEIPTS:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	From Lender at Closing	 	 	 	 	 	$	500,000.00	 
	From Borrower at Closing	 	 	 	 	 	+	0.00	 
	TOTAL RECEIPTS:	 	 	 	 	 	$	500,000.00	 
	DISBURSEMENTS:	 	 	 	 	 	 	 	 
	Lee County Comptroller	 	 	 	 	 	 	 	 
	(Record Mortgage)	 	 	137.50	 	 	 	 	 
	(Documentary Stamps)	 	 	1,750.00	 	 	 	 	 
	(Intangible Tax)	 	 	1,000.00	 	 	 	 	 
	(Collateral Assignment-NOT NEEDED)	 	 	0.00	 	 	 	2887.50	 
	Fidelity National Title Insurance Company	 	 	 	 	 	 	 	 
	(Title Search)	 	 	175.00	 	 	 	 	 
	(Title Insurance Premium)	 	 	2,575.00	 	 	 	2,750.00	 
	PropLogix	 	 	 	 	 	 	 	 
	(Municipal Lien Search)	 	 	 	 	 	 	85.00	 
	Pioneer Records Management	 	 	 	 	 	 	 	 
	(Archiving Fee)	 	 	 	 	 	 	30.00	 
	Quarles & Brady LLP	 	 	 	 	 	 	 	 
	(Attorneys’ Fees & Costs [Borrower])	 	 	 	 	 	 	2,850.00	 
	Miller Johnson Law, P.L.	 	 	 	 	 	 	 	 
	(Internal Cost Recovery)	 	 	125.00	 	 	 	 	 
	(Reimbursement of E-Recording / CSC)	 	 	3.50	 	 	 	 	 
	(Attorneys’ Fees and Costs [Lender])	 	 	1,500.00	 	 	 	1,628.50	 
	USA REGROWTH FUND LLC	 	 	 	 	 	 	 	 
	(Loan Fee)	 	 	30,000.00	 	 	 	 	 
	(Processing and Document Review Fee)	 	 	500.00	 	 	 	30,500.00	 
	TOTAL DISBURSEMENTS:	 	 	 	 	 	$	40,731.00	 
	 	 	 	 	 	 	 	 	 
	RECAPITULATION:	 	 	 	 	 	 	 	 
	Loan Amount	 	 	 	 	 	$	500,000.00	 
	Less Closing Cost	 	 	 	 	 	 	-40,731.00	 
	Total Amount Due to Borrower	 	 	 	 	 	 	459,269.00	 



 






    2


     


    

 


AUTHORIZATION:


 


The
undersigned acknowledge that Miller Johnson Law, P.L. has been requested to examine title to the Property on behalf of the Lender
and, therefore, has not rendered an opinion of title or issued an owner’s title policy to the Borrower. Borrower understands and
agrees that Miller Johnson Law, P.L. is representing the Lender, not the Borrower, in this transaction.


 


The undersigned hereby approve
the foregoing Loan Closing Statement and Disbursement Sheet and authorize the Closing Agent to close the Loan in the manner specified
therein and to make disbursements to the persons and in the amounts described above.


 


	 	Borrower:
	 	 
	 	ELITE LEGACY EDUCATION, INC.,

a Florida corporation
	 	 	 
	 	By:	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its: 	CEO       
	 	 	 
	 	Mortgagor:   
	 	 	 
	 	/s/ James E. May
	 	JAMES E. MAY, as successor Trustee
	 	of the 1612 E. CAPE CORAL

PARKWAY LAND TRUST, dated

November 7, 2000
	 	 
	 	Guarantor:
	 	 
	 	LEGACY EDUCATION ALLIANCE HOLDINGS, INC.,

a Colorado corporation
	 	 	 
	 	By:	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its:	CEO
	 	 	 
	 	Lender:	 
	 	 	 
	 	USA REGROWTH FUND LLC,

    an Oregon limited liability company
	 	 	 
	 	By:	 
	 	 	 
	 	As its:	 







 




    3


     


    

 


EXHIBIT “A”

Legal Description


 


Parcel I


 


Lots 3, 4, and 5, Block 440,
Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of Lee County,
Florida; less the following described portion thereof:


 


Beginning at the northeast corner of Section 18,
Township 45 South, Range 24 East and proceeding south along the east line of said Section 18, a distance of 240.0 feet to a point;
thence N 89° 24’ 01” W for a distance of 24.74 feet to a point said point being the point of curve at the east end of
the north property line of said Block 440. Said point also being the northeast corner of the parcel to be reserved and hereinafter
referred to as the Point of Beginning; thence S 0° 35’ 59” W for a distance of 14.0 feet to a point; thence N 89°
24’ 01“W for a distance of 16.0 feet to a point; thence N 0° 35’ 59” E for a distance of 14.0 feet to a point; thence
S 89° 24’ 01” E for a distance of 16.0 feet to the Point of Beginning; and also less the following described portion
of Lot 5:


 


Commence at the point of intersection of a 15 ft.
radius curve at the northwest corner of said Lot 5; thence along the northerly tangent of said curve S 89° 24’ 01” E,
15.16 feet to the point of tangency, said point being the Point of Beginning; thence along the north line of said Lot 5, S 89°
24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot 3; thence along the southerly
prolongation of said Lot 3 south, 156.74 feet to the intersection of the northerly right-of-way of Waikiki Avenue; thence along
said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of a curve concave to the northeast, having a radius
of 40.00 feet, and a central angle of 124° 30’ 00”; thence along the are of said curve 86.92 feet to the point of tangency,
said point being on the east right-of-way line of Del Prado Boulevard; thence along said right-of-way line north, 205.09 feet
to the beginning of a curve concave to the southeast, having a radius of 15.00 feet, and a central angle of 90° 35’ 59”;
thence along the arc of said curve 23.72 feet to a point of tangency, and the Point of Beginning; and including the 20’ wide alley
lying adjacent to Lots 2, 3, 4, and 5 as vacated according to O.R. 562, Page 645, less that portion of said alley as described
in O.R. 567, Page 234 of the Public Records of Lee County, Florida.


 


Parcel H


 


A portion of Lot 5, Block 440, Unit 6, Part 6,
Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of Lee County, Florida,
more particularly described as follows:


 


From the point of
intersection of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point of
Beginning; thence along the northerly tangent of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency;
thence along the north line of said Lot 5, S 89○
24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot 3; thence along the
southerly prolongation of said Lot 3, south 156.74 feet to the intersection of the northerly right-of-way of Waikiki Avenue;
thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of a curve concave to the
northeast, having a radius of 40.00 feet, and a central angle of 124° 30’ 00”; thence along the arc of said curve
86.92 feet to the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard; thence along said
right-of-way line north, 220.25 feet to the Point of Beginning.


 




    4


     


    

 


PROMISSORY
NOTE


 


	EXECUTION DATE:	 	September 13, 2018 [XX] NEW [ ] RENEWAL
	 	 	 
	LOAN NUMBER:	 	_______________
	 	 	 
	PRINCIPAL AMOUNT:	 	$500,000.00
	 	 	 
	MATURITY DATE:	 	March 13, 2019




 


	
        Bank:

         

        USA REGROWTH FUND LLC,

an Oregon limited liability company

        16869 SW 65th # 317

        Lake Oswego, Oregon 97035
	 	
        Borrower:

         

        ELITE LEGACY EDUCATION, INC.,

a Florida corporation

        1612 East Cape Coral Parkway

        Cape Coral, Florida 33904





 


This Promissory Note
shall continue the obligation until the Maturity Date.


 


FOR VALUE RECEIVED, the
undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Bank, its successors
and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated
by Bank, the principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) or so much thereof as may be advanced
from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder,
at an annual interest rate, and in accordance with the payment schedule, indicated below.


 


1. INTEREST
RATE. The Interest Rate during the initial 120 days of the term of this Note shall be a fixed rate of interest equal to TWELVE
(12.0%) PERCENT per annum. After the initial 120 days of the term of this Note, the Interest Rate shall be a fixed rate of interest
equal to THIRTY (30.0%) PERCENT per annum until all amounts due under the Note are paid in full. Notwithstanding any provision
of this Note, Bank does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges
in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that
higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal,
at the option of the Bank.


 


2. ACCRUAL
METHOD. Unless otherwise indicated, interest at the Interest Rate set forth above shall be calculated by the 365 day method
(a daily amount of interest is computed for a hypothetical year of 365 days; that amount is multiplied by the actual number of
days for which any principal is outstanding hereunder).


 





	 	Borrower’s Initials 

                                                                       
	



 




    5


     


    

 


3. PAYMENT
SCHEDULE. All payments received hereunder shall be applied first to the payment of any expenses
or charges payable hereunder or under any other loan documents executed in connection with this Note, including but not limited
to escrow charges and late fees, then to interest due and payable, with the balance applied to principal, or in such other order
as Bank shall determine at its option.


 


During the term of this Note,
payments consisting of interest only shall be due and payable monthly on the indebtedness evidenced by this Note at the Interest
Rate, commencing on October 13, 2018, and continuing on the thirteenth, (13th) day of each successive month
thereafter through and including the Maturity Date, at which time the entire unpaid principal balance together with ail accrued
and unpaid interest shall be due and payable in full.


 


4. REVOLVING
FEATURE. This section intentionally left blank.


 


5. WAIVERS, CONSENTS
AND COVENANTS. Borrower, any endorser or guarantor hereof, or any other party hereto
(individually an “Obligor” and, collectively, “Obligors”) and each of them jointly and severally: (a)
waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity,
notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any
Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or
guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents
now or hereafter executed in connection with any obligation of Borrower, or any of its affiliates, to Bank (the “Loan
Documents”); (b) consent to all delays, extensions, renewals or other modification of this Note or the Loan Documents,
or waivers of any term hereof or of the Loan Documents, or release or discharge by Bank of any of Obligors, or release,
substitution or exchange of any security for the payment hereof, or the failure to act on the part of Bank, or any indulgence
shown by Bank (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or
failure to exercise any right or remedy by Bank shall in any way affect or impair the obligations of any Obligors or be
construed as a waiver by Bank of, or otherwise affect, any of Bank’s rights under this Note, under any endorsement or
guaranty of this Note or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of
collection or defense of this Note or of any endorsement or guaranty hereof and/or the enforcement or defense of Bank’s
rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property
securing payment hereof, including, without limitation, reasonable attorneys’ fees and paralegals’ fees, including
fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy
proceedings or other proceeding, in such amount as may be determined reasonable by any arbitrator or court, whichever is
applicable.


 


6. INDEMNIFICATION. Obligors
agree to promptly pay, indemnify and hold Bank harmless from all State and Federal taxes of any kind and other liabilities
with respect to or resulting from the execution and/or delivery of
this Note or any advances made pursuant to this Note, If this Note has a revolving feature and is secured by a mortgage,
Obligors expressly consent to the deduction of any applicable taxes from each taxable advance extended by
Bank.


 





	 	Borrower’s Initials 

                                                                       
	


 






    6


     


    

 


7. PREPAYMENTS. Prepayments
may be made in whole or in part at any time. All prepayments of principal shall be applied in the inverse order of maturity, or
in such other order as Bank shall determine in its sole discretion.


 


8. DELINQUENCY CHARGE.
To the extent permitted by law, a delinquency charge may be imposed in an amount not exceed five percent (5.0%) of any payment
that is more than ten (10) days late.


 


9. EVENTS OF DEFAULT.
The following are events of default hereunder: (a) the failure to pay or perform any obligation, liability or indebtedness of
any Obligor to Bank, or to any affiliate or subsidiary of Bank, whether under this Note or any Loan Documents, as and when due
(whether upon demand, at maturity or by acceleration); (b) the failure to pay or perform any other obligation, liability or indebtedness
of any Obligor to any other party; (c) the death of any Obligor (if an individual); (d) the resignation or withdrawal of any partner
or a material owner/guarantor of Borrower, as determined by Bank in its sole discretion; (e) the commencement of a proceeding
against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or
the merger or consolidation of any Obligor with or into another entity; (f) the insolvency of, the business failure of, the appointment
of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors
by, or the filing of a petition under bankruptcy, insolvency or debtor’s relief law or the filing of a petition for any adjustment
of indebtedness, composition or extension by or against any Obligor; (g) the determination by Bank that any representation or
warranty made to Bank by any Obligor in any Loan Documents or otherwise is or was, when it was made, untrue or materially misleading;
(h) the failure of any Obligor to timely deliver such financial statements, including tax returns, other statements of condition
or other information, as Bank shall request from time to time; (i) the entry of a judgment against any Obligor which Bank deems
to be of a material nature, in Bank’s sole discretion; (j) the seizure or forfeiture of, or the issuance of any writ of possession,
garnishment or attachment, or any turnover order for any property of any Obligor; (k) the determination by Bank that it is insecure
for any reason; (i) the determination by Bank that a material adverse change has occurred in the financial condition of any Obligor;
(m) the failure of Borrower’s business to comply with any law or regulation controlling its operation; (n) the determination by
Bank that construction of the intended Improvements would violate a code, rule, regulation, or restriction of a governmental agency;
or (o) the discovery of any hazardous material or environmental violations on the Property.


 





	 	Borrower’s Initials 

                                                                       
	


 






    7


     


    

 


10. REMEDIES UPON
DEFAULT. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other
obligations of any Obligor to Bank (however acquired or evidenced) shall, at the option of Bank, become immediately due and
payable and any obligation of Bank to permit further borrowing under this Note shall immediately cease and terminate, and/or
(b) to the extent permitted by law, the Interest Rate on the unpaid principal shall be increased at Bank’s discretion up to
the maximum rate allowed by law, or if none, 25% per annum (the “Default Rate”). The provisions herein for a
Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a “grace period”
giving Obligors a right to cure any default. At Bank’s option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be
deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the
Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a
default under this Note, Bank is hereby authorized at any time, at its option and without notice or demand, to set off and
charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper,
credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come
into the possession or custody or under the control of Bank or any of its agents, affiliates or correspondents, any and all
obligation due hereunder. Additionally, Bank shall have all rights and remedies available under each of the Loan Documents,
as well as all rights and remedies available at law or in equity. Any judgment rendered on this Note shall bear interest at
the highest rate of interest permitted pursuant to Chapter 687, Florida Statutes.


 


11. NON-WAIVER. The
failure at any time of Bank to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof,
nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Bank shall be
cumulative and may be pursued singly, successively or together, at the option of Bank. The acceptance by Bank of any partial payment
shall not constitute a waiver of any default or of any of Bank’s rights under this Note. No waiver of any of its rights hereunder,
and no modification or amendment of this Note, shall be deemed to be made by Bank unless the same shall be in writing, duly signed
on behalf of Bank; each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair
the rights of Bank or the obligations of Obligors to Bank in any other respect at any other time.


 


12. APPLICABLE LAW, VENUE,
JURISDICTION AND COLLECTION EXPENSES. This Note and the rights and obligations of Borrower and Bank shall be governed by and
interpreted in accordance with the law of the State of Florida. In any litigation in connection with or to enforce this Note or
any indorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer
personal jurisdiction on the courts of the State of Florida and venue in the courts of Orange County, Florida or the United States
District Court, Middle District of Florida and expressly waive any objections as to venue in any such courts. Nothing contained
herein shall, however, prevent Bank from bringing any action or exercising any rights within any other state or jurisdiction or
from obtaining personal jurisdiction by any other means available under applicable law. The Interest Rate charged on this Note
is authorized by Chapter 655, Florida Statutes and Section 687.12, Florida Statutes.


 


BORROWER AND HOLDER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH, OR COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO THIS
AGREEMENT.


 





	 	Borrower’s Initials 

                                                                       
	


 






    8


     


    

 


In the event of any action
by Bank for collection of this Note, Borrower agrees to pay all fees and expenses incurred in connection therewith, including
but not limiting the generality thereof, filing fees, stenographer fees, witness fees, costs of publication, costs of procuring
abstracts of title, foreclosure minutes, title insurance policies, reasonable attorneys’ fees, including those incurred
in appellate proceedings, paralegal fees and costs, costs of collecting, enforcing and protecting liabilities, and other collection
costs. All such fees and expenses shall be added to the principal due under this Note and shall bear interest at the rate provided
herein.


 


13. PARTIAL
INVALIDITY. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity
of any other provision herein and the invalidity or unenforceability of any provision of this Note or of the Loan Documents to
any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons
or circumstances.


 


14. BINDING
EFFECT. This Note shall be binding upon and inure to the benefit of Borrower, Obligors and Bank and their respective successors,
assigns, heirs and personal representative, provided, however, that no obligations of Borrower or Obligors hereunder can be assigned
without prior written consent of Bank.


 


15. CONTROLLING
DOCUMENT. To the extent that this Note conflicts with or is in any way incompatible with any other document related specifically
to the loan evidenced by this Note, this Note shall control over any other such document, and if this Note does not address an
issue, then each other such document shall control to the extent that it deals most specifically with an issue.


 


16. MORTGAGE.
This Note is secured by, among other things, that certain Mortgage and Security Agreement dated of even date herewith, executed
by Borrower in favor of the Bank, to be filed and recorded in the Public Records of Lee County, Florida (the “Mortgage”),
and as the same may be further modified and amended from time to time.


 


17. COMMITMENT
LETTER. Intentionally deleted.


 


18. ADDITIONAL
CONDITIONS.


 


a. Notwithstanding anything contained herein
to the contrary, the Interest Rate shall automatically accelerate to twenty-five percent (25.0%) per annum, without any prior
notification to Borrower, in the event that any payment, obligation, liability or indebtedness under this Note is more than
sixty (60) days past its due date herein.


 


Borrower represents to
Bank that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges
having read and understood, and agrees to be bound by, all terms and conditions of this Note and hereby executes this Note under
seal as of the date here above written.


 





	 	Borrower’s Initials 

                                                                       
	


 




    9


     


    

 


NOTICE OF FINAL AGREEMENT.
THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


EXECUTION
DATE: September 13, 2018


 


	 	Borrower:
	 	 
	 	ELITE LEGACY EDUCATION, INC.,

a Florida limited liability company
	 	 	 
	 	By:	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its:	CEO




 


NOTE TO CLERK: Documentary
Stamps have been paid as noted on that certain Mortgage and Security Agreement, dated of even date herewith, to be filed and recorded
in the Public Records of Lee County, Florida.


 


	 	Borrower’s Initials 

                                                                       
	


 




    10


     


    

 


JOINDER AND CONSENT


 


THE UNDERSIGNED, as holder
and owner of the Collateral, hereby joins in, acknowledges, consents and affirms the foregoing instrument, where such obligations
to the undersigned are limited to the undersigned’s interest in the property.


 


DATED this  13 day of September, 2018.


 


	 	/s/ James E. May
	 	JAMES E. MAY, as successor Trustee
	 	of the 1612 E. CAPE CORAL

PARKWAY LAND TRUST, dated

November 7, 2000




 





	 	Borrower’s Initials 

                                                                       
	


 




    11


     


    

 


JOINDER
AND CONSENT


 


THE UNDERSIGNED,
as Guarantor, hereby joins in, acknowledges, consents and affirms the foregoing instrument.


 


DATED this 13 day of September, 2018.


  


	 	LEGACY EDUCATION ALLIANCE

 HOLDINGS, INC.,

a Colorado corporation
	 	 	 
	 	By:	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its:	CEO



 





	 	Borrower’s Initials 

                                                                       
	


 




    12


     


    

 


This Instrument Prepared
By


and Return To: 


Christine M. Berk, Esq. 


MILLER JOHNSON LAW, P.L.


247 Maitland Avenue, Suite 1000


Altamonte Springs, Florida 32701


 


MORTGAGE AND SECURITY AGREEMENT


 


THIS MORTGAGE AND SECURITY
AGREEMENT (the “Mortgage”), is made and entered into this 13 day of September, 2018, by (i) JAMES E. MAY, as successor
Trustee of the 1612 E. CAPE CORAL PARKWAY LAND TRUST, dated November 7, 2000, whose address for purposes of this instrument
is 1612 E. Cape Coral Parkway, Cape Coral, Florida 33904 (the “Mortgagor”) (ii) ELITE LEGACY EDUCATION, INC.,
a Florida corporation, whose address for purposes of this instrument is 1612 East Cape Coral Parkway, Cape Coral, Florida 33904
(the “Borrower”), in favor of (iii) USA REGROWTH FUND LLC, an Oregon limited liability company, whose address
for purposes of this instrument is 16869 SW 65th # 317, Lake Oswego, Oregon 97035 (the “Mortgagee”).


 


W I T N E S S E T H:


 


THAT
in the consideration of the premises and in order to secure the payment of that certain Promissory Note dated of even date herewith
made by Mortgagor, payable to the order of the Mortgagee in the original principal amount of FIVE HUNDRED THOUSAND AND 00/100
DOLLARS ($500,000.00) (hereinafter referred to as the “Note”), and to secure the performance and observance of all covenants
and conditions in this Mortgage and in all other instruments securing the Note and in order to charge the properties, interests
and rights hereinafter described with such payment and performance and to secure additional advances, renewals and extensions
thereof, the Mortgagor does hereby mortgage, sell, pledge and assign to the Mortgagee all estate, right, title and interest of
the Mortgagor in and to that certain real property situate in Lee County, Florida, being more particularly described in Exhibit
“A” attached hereto.


 


THIS IS A FIRST MORTGAGE.


 


TOGETHER with all
improvements now or hereafter located on said real property and all fixtures, appliances, apparatus, equipment, furnishings,
and articles of personal property now or hereafter fixed to, attached to, or used in any way in connection with the complete
use, occupancy, development or operation of said real property, all licenses and permits used or required in connection with
the use of said real property, all leases of said real property now or hereafter entered into and all right, title and
interest of the Mortgagor thereunder, including, without limitation, cash or securities
deposited thereunder pursuant to said leases, and all rents, proceeds and profits accruing from said real property and all
proceeds of any voluntary or involuntary conversion of any of the foregoing, including proceeds of insurance and condemnation
awards. The aforesaid real property and personal property being hereinafter referred to collectively as the “Mortgaged
Property”.


 






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This Mortgage is a self-operative
security agreement with respect to the aforesaid personal property but Mortgagor agrees to execute and deliver on demand such
other security agreements, financing statements and other instruments as the Mortgagee may, at any time hereafter, request in
order to perfect its security interest or to impose the lien hereof more specifically upon any such property. The Mortgagee shall
have all rights and remedies, in addition to those specified herein, of a secured party under the Uniform Commercial Code.


 


TO HAVE AND TO HOLD the Mortgaged
Property, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining
and the reversion and reversions thereof and all estate, right, title, interest, claim and demand whatsoever, either in law or
in equity, of the Mortgagor of, in and to the same and every part and parcel thereof unto the Mortgagee in fee simple.


 


The Mortgagor
warrants that Mortgagor has good and marketable title to an indefeasible fee estate in the real property comprising the
Mortgaged Property subject to no lien, charge or encumbrance except such as the Mortgagee has agreed to accept in writing.
The Mortgagor further covenants that this Mortgage is and will remain a valid and enforceable mortgage on the Mortgaged
Property subject only to the exceptions herein provided. The Mortgagor has full power and lawful authority to mortgage the
Mortgaged Property in the manner and form herein done or intended hereafter to be done and will preserve such title and will
forever warrant and defend the same to Mortgagee and will forever warrant and defend the validity and priority of the lien
hereof against the claims of all persons and parties whomsoever.


 


The Mortgagor will, at the
cost of Mortgagor, and without expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further act,
deed, conveyance, mortgage, assignment, notice of assignment, transfer and assurance as the Mortgagee shall from time to time
require in order to preserve the priority of the lien of this Mortgage or to facilitate the performance of the terms hereof.


 


PROVIDED, HOWEVER, that if
the Borrower shall pay to the Mortgagee the Note at the times and in the manner stipulated therein and in all other instruments
securing the Note, including renewals, extensions or modifications thereof, and shall keep and perform all covenants and agreements
in this Mortgage and all other instruments securing the Note to be kept, performed or observed by the Borrower, then this Mortgage
shall cease and be void, but shall otherwise remain in full force and effect.


 




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The Mortgagor further covenants and agrees with
the Mortgagee as follows:


 


1. Compliance with
Note and Mortgage. The Mortgage shall comply with all provisions of this Mortgage, and of every
other instrument securing the Note to the extent of Mortgagor’s interest in the Mortgaged Property. The failure of the Borrower
to promptly pay to the Mortgagee, when due, principal and interest under the Note, and all other sums required to be paid by the
Borrower pursuant to the provisions of this Mortgage and of every other instrument securing the Note, shall constitute a default
under this Mortgage.


 


2. Payment of Taxes
and Liens. On condition of an Event of Default, the Borrower shall pay all taxes, assessments, levies, liabilities, obligations
and encumbrances of every nature now on the Mortgaged Property or that hereafter may be imposed, levied or assessed upon this
Mortgage or the Mortgaged Property or upon the indebtedness secured hereby. All such payments shall be made when due and payable
according to law before they become delinquent and before any interest attaches or any penalty is incurred. The Borrower shall
furnish evidence of such payment to the Mortgagee. Insofar as any indebtedness is of record, the same shall be promptly satisfied
and evidence of such satisfaction shall be given to the Mortgagee.


 


On condition of an Event of
Default, the Mortgagee may at its option require the Borrower to deposit with Mortgagee on the first (1st) day of each month in
addition to making payments of principal and interest, until the Note is fully paid and all other secured obligations are satisfied,
an amount equal to one-twelfth (1 /12th) of the yearly payment for all taxes and/or insurance premiums. Such deposits shall not
be, nor deemed to be, trust funds, but may be commingled with the general funds of the Mortgagee, and no interest shall be payable
in respect thereof. Upon demand by the Mortgagee, the Borrower shall deliver to Mortgagee such additional monies as are necessary
to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes or premiums when due. In the event
of a default by Borrower under any term, covenant or condition of the Note, this Mortgage or any other instrument securing the
Note, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine, any amount
under this paragraph remaining to Borrower’s credit and any return premium received from cancellation of any insurance policy
by Mortgagee upon foreclosure of this Mortgage.


 


3. Government Fees and
Charges: Curing of Violations. The Mortgagor shall promptly pay and discharge any and all license fees or similar charges,
together with any penalties and interest thereon, which may be imposed by any governmental authority having jurisdiction over
the Mortgaged Property. Furthermore, the Mortgagor shall promptly cure any violation of law and comply with any order of said
governmental authority in respect of the repair, replacement or condition of the Mortgaged Property.


 


4. Insurance.The
Mortgagor will keep the improvements now existing or hereafter erected on the Mortgaged Property, insured as may be required from
time to time by the Mortgagee against loss by fire and other hazards, casualties, and contingencies in such amounts and for such
periods as may be required by the Mortgagee, and will pay promptly, when due, any premiums on such insurance, provision for the
payment of which has not been made hereinbefore. All insurance shall be carried in companies approved by the Mortgagee and the
policies and renewals thereof shall be held by the Mortgagee and have attached thereto loss payable clauses in favor of and in
a form acceptable to the Mortgagee. Unless otherwise consented to by Mortgagee in writing, all policies shall
have affixed thereto a standard mortgagee clause without contribution making all such losses under such policy payable to the
Mortgagee as its interest may appear. In the event of loss, the Mortgagor will give immediate notice by mail to the Mortgagee,
and the Mortgagee may make proof of loss if not made promptly by the Mortgagor, and each insurance company concerned is hereby
authorized and directed to make payment for such loss directly to the Mortgagee instead of to the Mortgagor and Mortgagee jointly,
and the insurance proceeds, or any part thereof, may be applied by the Mortgagee at its option either to the reduction of the
indebtedness hereby secured or to the restoration or repair of the property damaged. In the event of foreclosure of this Mortgage
or other transfer of title to the Mortgaged Property in extinguishment of the indebtedness secured hereby, all right, title, and
interest of the Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee.


 






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5. Condemnation.If
at any time all or any portion of the Mortgaged Property shall be taken or damaged by condemnation proceedings under the power
of eminent domain, all compensation awarded or otherwise paid shall be paid directly to the Mortgagee and the Mortgagee is hereby
authorized, at its option, to commence, appear and to prosecute, in its own or in the Mortgagor’s name any action or proceeding
relating to any condemnation, or to settle or compromise any claim in connection therewith. All such compensation awards and any
other payments or relief and the right thereto are hereby assigned by the Mortgagor to the Mortgagee and the Mortgagee, after
deducting therefrom all of its expenses including attorney’s fees, may release money so received without affecting the lien of
this Mortgage, or may apply the same, in such manner as the Mortgagee shall determine, to the reduction of the sum secured hereby.
The Mortgagor agrees to execute such further assignments of any compensation, awards, damages, claims, rights of action and proceeds,
as the Mortgagee may require.


 


6. Care of Mortgaged
Property. The Mortgagor shall not remove or demolish any building or other improvement forming a part of the Mortgaged Property
without the written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration
of the Mortgaged Property or any part thereof, and shall keep the same and improvements thereon in good condition and repair.
The Mortgagor shall notify the Mortgagee in writing within five (5) days of any damage or impairment of the Mortgaged Property.
The Mortgagee may at its option have the Mortgaged Property inspected at any time and the Mortgagor shall pay all costs incurred
by the Mortgagee in performing such inspection.


 


7. Mortgagee’s Right
to Make Certain Payments. In the event the Mortgagor fails to pay or discharge the taxes, assessments, levies, liabilities,
obligations and encumbrances, or fails to keep the Mortgaged Property insured or to deliver the policies, premiums paid, or fails
to repair the Mortgaged Property as herein agreed, the Mortgagee may at its option pay or discharge the taxes, assessments, levies,
liabilities, and obligations and encumbrances on any part thereof, procure and pay for such insurance, or make and pay for such
repairs. The Mortgagee shall have no obligation on its part to determine the validity or necessity of any payment thereof and
any such payment shall not waive or affect any option, lien equity or right of the Mortgagee under or by virtue of this Mortgage.
The full amount of each and every such payment shall be immediately due and payable and shall bear interest from the date thereof,
until paid, at the highest rate allowable by law, and together with such interest, shall be secured
by the lien of this Mortgage. Nothing herein contained shall be construed as requiring the Mortgagee to advance or expend monies
for any of the purposes mentioned in this paragraph.


 






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8. Payment of Expenses.
The Borrower shall pay all costs, charges and expenses, including reasonable attorney’s fees, disbursements and cost of
abstracts of title, incurred or paid at any time by the Mortgagee due to the failure on the part of the Mortgagor promptly and
fully to perform, comply with and abide by any stipulation, agreement, condition or covenant of the Note, this Mortgage, or any
other document securing the Note. Such costs, charges, fees and expenses shall be immediately due and payable, whether or not
there be notice, demand, attempt to collect or suit pending. The full amount of each and every such payment shall bear interest
from the date thereof, until paid, at the highest rate allowable by law. All such costs, charges and expenses so incurred or paid,
together with such interest, shall be secured by the lien of this Mortgage and any other instrument securing the Note.


 


9. After Acquired Property.
The lien of this Mortgage will automatically attach, without further act, to all after acquired property of whatever kind located
in or on, or attached to, or used or intended to be used in connection with, or in the operation of, the Mortgaged Property.


 


10. Additional Documents.
During the entire time this Mortgage is in effect, upon the Mortgagee’s request, the Mortgagor shall make, execute and deliver
or cause to be made, executed and delivered to the Mortgagee and, where appropriate, shall cause to be recorded or filed and thereafter
to be re-recorded or ref led at such time and in such place as shall be deemed appropriate by the Mortgagee, any and all such
further mortgages, instruments of further assurance, certificates and other documents as the Mortgagee may consider necessary
or desirable in order to effectuate, complete, enlarge, perfect, or to continue and preserve the obligations of the Mortgagor
under the Note, this Mortgage and all other instruments securing the Note, and the lien of this Mortgage as a lien upon all the
Mortgaged Property. Upon any failure by the Mortgagor to do so, the Mortgagee may make, execute, record, file, re-record, or refile
any and all such mortgages, instruments, certificates, financing statements, and documents for and in the name of the Mortgagor.
The Mortgagor hereby irrevocable appoints the Mortgagee as agent and attorney-in-fact of the Mortgagor to do all things necessary
to effectuate or assure compliance with this paragraph.


 


11. Event of Default.
Any one of the following shall constitute an event of default.


 


(a) Failure
by Borrower to pay when due any installment of principal or interest due under the Note or any other sums to be paid by the Borrower
hereunder or under any other instrument securing the Note.


 


(b) Failure
by failure by Mortgagor to duly keep, perform and observe any other covenant, condition or agreement to this Mortgage, failure
by Borrower to duly keep, perform and observe any other covenant, condition or agreement in the Note and any other instrument
securing the Note or any other instrument collateral to the Note or executed in connection with the sums secured hereby.


 




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(c) Institution
of foreclosure proceedings against the Mortgaged Property as the result of any other lien or claim, whether alleged to be superior
or junior to the lien of this Mortgage. The Mortgagee may, at its option, immediately upon institution of such suit or during
the pendency thereof, declare this Mortgage and the indebtedness secured hereby due and payable forthwith and may, at its option,
proceed to foreclose this Mortgage.


 


(d) If
either the Borrower, Mortgagor (to the extent of Mortgagor’s interest in the Mortgaged Property), or any guarantor or endorser
of the Note: (i) files a voluntary petition in bankruptcy or (ii) is adjudicated a bankrupt or insolvent, or (iii) files any petition
or answer seeking or acquiescing in any reorganization, management, composition, readjustment, liquidation, dissolution or similar
relief for itself under any law relating to bankruptcy, insolvency or other relief for debtors, or (iv) seeks or consents to or
acquiesces in the appointment of any trustee, receiver, master or liquidator of itself or of all or any substantial part of the
Mortgaged Property or of any or all of the rents, revenue issue, earnings, profits or income thereof, or (v) makes any general
assignment for the benefit of creditors, or (vi) a court of competent jurisdiction enters an order, judgment or decree approving
a petition filed against the Borrower or Mortgagor (to the extent of Mortgagor’s interest in the Mortgaged Property) or any guarantor
or endorser of the Note, seeking any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar
relief under any present or future federal, state, or other statute, law or regulation relating to bankruptcy, insolvency or other
relief for debtors, which order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days whether
or not consecutive from the date of entry thereof, or (viii) any trustee, receiver or liquidator of the Mortgagor or of all or
any substantial part of the Mortgaged Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof,
is appointed without the prior written consent of the Mortgagee.


 


(e) Any
breach of any warranty or material untruth of any representation of the Borrower contained in the Note, by the Mortgagor as to
this Mortgage or any other instrument securing the Note.


 


(f) Any breach of any provision
in any guaranty collateral to the Note by the guarantor therein or any breach of any warranty or material untruth of any representation
contained in any such guaranty.


 


12. Acceleration.
If an event of default shall have occurred, the Mortgagee may declare the outstanding principal amount of the Note, the
interest accrued thereon, and all other sums secured hereby to be due and payable immediately. Upon such declaration such
principal and interest and other sum shall immediately be due and payable without demand or notice and said sums shall bear
interest from such time until paid at the highest rate allowable under the laws of the State of Florida.


 






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13. Remedies
After Default. Upon an event of default, the Mortgagee may proceed by suit or suits at law or in equity or by any other
appropriate proceeding or remedy to: (a) enforce payment of the Note or the performance of any term hereof or any other
right; (b) foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property under
the judgment or decree of a court or courts of competent jurisdiction (c) collect all rents,
issues, profits, revenue, income and other benefits from the Mortgaged Property; (d) apply to the court having jurisdiction
thereof for the appointment of a receiver of all and singular the Mortgaged Property and of all rents, incomes, profits,
issues and revenues thereof, from whatsoever source derived, and thereupon it is hereby expressly covenanted and agreed that
the court shall forthwith appoint such receiver with the usual powers and duties of receivers in like cases and said
appointment shall be made by the court as a matter of strict right to the Mortgagee and without reference to the adequacy or
inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or any other party
defendant to such suit and the Mortgagor waives the right to object to the appointment of a receiver as aforesaid and
consents that the appointment shall be made as an admitted equity and as a matter of absolute right to the Mortgagee and
may be done without notice to the Mortgagor or Borrower; or (e) pursue any other remedy available to the Mortgagee,
including, but not limited to, taking possession of the Mortgaged Property without notice or hearing to the Mortgagor or
Borrower. The Mortgagee shall take action either by such proceedings or by the exercise of its power with respect to entry or
taking possession, or both, as the Mortgagee may determine.


 


14. Right
to Receiver on Default. If default be made in payment, when due, of any indebtedness secured hereby, or in performance of
any of Borrower’s obligations, covenants or agreements hereunder or in connection herewith:


 


(a) Mortgagee
is authorized at any time, without notice, in its sole discretion to enter upon and take possession of the Mortgaged Property
or any part thereof, to perform any acts Mortgagee deems necessary or proper to preserve the security and to collect and receive
all rents, issues and profits thereof, including those past due as well as those accruing thereafter; and


 


(b) Mortgagee
shall be entitled, as a matter of strict right, without notice and ex parte, and without regard to the value or occupancy of the
security, or the solvency of Mortgagor, or the adequacy of the Mortgaged Property as security for the Note, to have a receiver
appointed to enter upon and take possession of the Mortgaged Property, collect the rents and profits therefrom and apply the same
as the court may direct, such receiver to have all the rights and powers permitted under the laws of Florida.


 


In either such case,
Mortgagee or the receiver may also take possession of, and for these purposes use, any and all personal property which is a
part of the Mortgaged Property and used by Mortgagor in the rental or leasing thereof or any part thereof. The expense
(including receiver’s fees, counsel fees, costs and agent’s compensation) incurred pursuant to the powers herein contained
shall be additional indebtedness of Borrower to Mortgagee secured hereby. Mortgagee shall (after payment of all costs and
expenses incurred) apply such rents, issues and profits received by it on the indebtedness secured hereby in such order as
Mortgagee determines. The right to enter and take possession of the Mortgaged Property, to manage and operate the same, and
to collect the rents, issues and profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right
or remedy hereunder or afforded by law, and may be exercised concurrently therewith or independently
thereof. Mortgagee shall be liable to account only for such rents, issues and profits actually received by
Mortgagee.


 




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15. No
Waiver. Any failure by the Mortgagee to insist upon the strict performance by the Borrower or Mortgagor of any of the terms
and provisions hereof shall not be deemed to be a waiver of any of the terms and provisions hereof and the Mortgagee, notwithstanding
any such failure, shall have the right thereafter to insist upon the strict performance by the Mortgagor or Borrower of any and
all of the terms and provisions of this Mortgage to be performed by the Mortgagor. Neither the Mortgagor nor any other person
now or hereafter obligated for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage shall
be relieved of such obligation by reason of the failure of the Mortgagee to comply with any request of the Borrower or Mortgagor
or of any other person so obligated to take action to foreclose this Mortgage or otherwise enforce any of the provisions of this
Mortgage or of any obligations secured by this Mortgage, or, by reason of the release, regardless of consideration, of the whole
or any part of the security held for the indebtedness secured by this Mortgage, or by reason of any agreement or stipulation between
any subsequent owner or owners of the Mortgaged Property and the Mortgagee extending the time of payment or modifying the terms
of the Note or this Mortgage, without first having obtained written consent of the Borrower or Mortgagor or such other person;
and, in the last mentioned event, the Borrower or Guarantor and all such other persons shall continue liable to make such payments
according to the terms of any such agreement of extension or modification, unless expressly released and discharged in writing
by the Mortgagee. The Mortgagee may release, regardless of consideration, any party liable upon or in respect of the Note or any
part of the security held for the indebtedness secured by this Mortgage without, as to any other or as to the remainder of the
security, in anywise impairing or affecting the lien of this Mortgage or the priority of such lien over any subordinate lien.
The Mortgagee may resort for the payment of the indebtedness secured by this Mortgage to any other security therefor held by the
Mortgagee, in such order and manner as the Mortgagee may elect.


 


16. Non-Exclusive
Remedies. No right, power or remedy conferred upon or reserved to the Mortgagee by the Note, this Mortgage, or any other instruments
securing the Note is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative
and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Note, or any other instrument
securing the Note, now or hereafter existing at law, in equity, or by statute.


 


17. Successors
and Assigns Bound; Joint and Several Liability and Benefits. Whenever one of the parties hereto is named or referred to herein,
the heirs, successors and assigns of such party shall be included and all covenants and agreements contained in this Mortgage,
by or on behalf of the Mortgagor or the Borrower or the Mortgagee, shall bind and inure to the benefit of their respective heirs,
successors and assigns, whether or not so expressed. The obligations created and benefits granted hereunder shall be joint and
several among multiple mortgagors.


 






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18. Notices. Any notice
to the Mortgagor or Borrower provided for in this Mortgage and Security Agreement shall be given by delivering it or by mailing
it, postage prepaid, by United States Certified Mail, return receipt requested, addressed to Mortgagor’s and Borrower’s address
set forth herein or such other address as Mortgagor or Borrower designate by advance written notice
to Mortgagee. Any notice to Mortgagee shall be given by delivering it or by mailing it, postage prepaid, by United States Certified
Mail, return receipt requested, addressed to Mortgagee’s address stated herein or any other address Mortgagee designates by advance
written notice to Mortgagor and Borrower. Any notice provided for in this Mortgage and Security Agreement shall be deemed to have
been given to Mortgagor or Borrower or Mortgagee when delivered, in the case of personal delivery, and the earlier of actual receipt
or three (3) days after mailing when mailed in compliance with the requirements of this paragraph.


 


19. Future
Advances. This Mortgage is given to secure not only existing indebtedness, but also such future advances, to be made at the
option of the Mortgagee, as are made within twenty (20) years from the date hereof, to the same extent as if such future advances
were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease
or increase from time to time, but the total unpaid balance so secured at one time shall not exceed the principal sum of two times
the original loan amount, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the
Mortgaged Property, with interest on such disbursements at the Default Rate as herein defined.


 


20. Transfer
of Ownership. It is understood and agreed by the Mortgagor that as part of the inducement to the Mortgagee to make the loan
evidenced by the Note, the Mortgagee has considered and relied on the credit worthiness and reliability of the Mortgagor. The
Mortgagor covenants and agrees not to sell, convey, transfer, lease or further encumber any interest (either legal or beneficial)
in all or any part of the Mortgaged Property without the prior written consent of the Mortgagee, which consent may be deemed to
have been given by virtue of partial release provisions set forth herein or in any other collateral agreement. Any such sale,
conveyance, transfer, lease or encumbrance made without the Mortgagee’s prior written consent shall be void. If any person should
obtain an interest (either legal or beneficial) in all or any part of the Mortgaged Property pursuant to the execution or enforcement
of any lien, security interest or other right, whether superior, equal or subordinate to this Mortgage or the lien hereof, such
event shall be deemed to be a transfer by Mortgagor and an event o f default hereunder. In that event, Mortgagee, at its option
(and not to the exclusion of any other remedy which it may have), may declare all the sums secured by this Mortgage to be immediately
due and payable.


 


21. Financial
Statements. Intentionally deleted.


 






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22. Toxic and
Hazardous Wastes. To the Mortgagor’s knowledge, no portion of the Mortgaged Property has in the past been used for
handling, storage, transportation, or disposal of hazardous or toxic materials. The Mortgagor further expressly warrants and
represents to the Mortgagee that there has been no release or discharge of hazardous or toxic materials, including but not
limited to, gasoline or petroleum products, upon the Mortgaged Property. The Mortgagor shall not use, generate, manufacture,
store, dispose on the Mortgaged Property or transport on, to or from the Mortgaged Property any flammable explosives,
radioactive materials, or substances defined as or included in the definition of “hazardous substances, hazardous waste,
hazardous materials, and toxic substances” under any applicable federal or state laws or regulations in effect during
the term of this Mortgage. A violation under the provisions of this paragraph shall be a
default under this Mortgage and the Note and the Mortgagee may, at its sole option, declare the entire indebtedness
immediately due and payable. The Mortgagee may, at its sole option, obtain at the Mortgagor’s expense a report from a
reputable environmental consultant of the Mortgagee’s choice as to whether the Mortgaged Property has been or is presently
being used for the handling, storage, transportation, or disposal of hazardous or toxic materials. If said report indicated
such past or present use, handling, storage, transportation or disposal, the Mortgagee may require that all violations of law
with respect to hazardous or toxic materials be corrected and/or that the Mortgagor obtain all necessary environmental
permits before the Mortgagee shall fund any advance under this Mortgage.


 


23. Cross-Col
lateral ization and Cross-Default. This Paragraph Left Intentionally Blank.


 


24. Miscellaneous.
In the event that any of the covenants, agreements, terms or provisions contained in the Note, this Mortgage or any other
instrument securing the Note shall be invalid, i !legal or unenforceable in any respect, the validity of the remaining covenants,
agreements, terms or provisions contained herein and in the Note and any other instrument securing the Note shall be in no way
affected, prejudiced or disturbed thereby.


 


25. Attorney’s
Fees. The term “attorney’s fees” as used in this Mortgage includes any and all legal fees of whatever nature including,
but not limited to, fees resulting from any appeal of an interlocutory order or final judgment or any other appellate proceedings
arising out of any litigation or bankruptcy. Further, such term shall not be limited to fees incurred by Mortgagee in the enforcement
of rights under this Mortgage.


 


26. Cost
of Recording Satisfaction. The Borrower shall pay the cost of releasing and satisfying this Mortgage of record, including,
without limitation, partial releases hereunder.


 


27. Marshaling
and Other Matters. Mortgagor hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay,
extension, reinstatement and redemption laws now or hereafter in force and all rights of marshaling in the event of any sale hereunder
of the Mortgaged Property or any part thereof or any interest therein. Further, Mortgagor hereby expressly waives any and all
rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf
of each and every person acquiring any interest in or title to the Mortgaged Property subsequent to the date of this Mortgage
and on behalf of all persons to the extent permitted by applicable law.


 






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28. Indemnification.To
the extent of Mortgagor’s interest in the Mortgaged Property, Mortgagor shall protect, defend, indemnify and save
harmless Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and
expenses (including without limitation reasonable attorney’s fees and expenses), imposed upon or incurred by or asserted
against Mortgagee by reason of (a) ownership of this Mortgage, the Mortgaged Property or any interest therein or receipt of
any Rents (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the
Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas,
streets or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets, or ways; (d) any
failure on the part of Mortgagor to perform or comply with any of the terms of this Mortgage; (e) performance of any labor or
services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (f)
the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-13, Statement for Recipients
of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Mortgage,
or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which
this Mortgage is made; (g) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or
threatened release of any Hazardous Materials on, from, or affecting the Mortgaged Property or any other property or the
presence of Asbestos on the Mortgaged Property; (h) any personal injury (including wrongful death) or property damage (real
or personal) arising out of or related to such Hazardous Materials or Asbestos; (i) any lawsuit brought or threatened
settlement reached, or government order relating to such Hazardous Materials or Asbestos; or (j) any violation of laws,
orders, regulations, requirements, or demands of government authorities, which are based upon or in any way related to
such Hazardous Materials or Asbestos including, without limitation, the costs and expenses of any remedial action, attorney
and consultant fees, investigation and laboratory fees, court costs and litigation expenses. Any amounts payable to Mortgagee
by reason of the application of this paragraph shall be secured by this Mortgage and shall become immediately due and payable
and shall bear interest at the Default Rate from the date loss or damage is sustained by Mortgagee until paid. The
obligations and liabilities of Mortgagor under this paragraph shal I survive any termination, satisfaction, assignment, entry
o fa judgment of foreclosure or delivery of a deed in I ieu of foreclosure of this Mortgage.


 


29. Remedies
of Mortgagor. In the event that a claim or adjudication is made that Mortgagee has acted unreasonably or unreasonably delayed
acting in any case where by law or under the Note, this Mortgage or any other instrument securing the Note it has an obligation
to act reasonably or promptly, Mortgagee shall not be liable for any monetary damages, and Mortgagor’s and Borrower’s remedies
shall be limited to injunctive relief or declaratory judgment.


 


30. Commitment Letter.
Intentionally deleted.


 


31. Appraisal
Update. Intentionally deleted.


 


32. No
Further Liens or Encumbrances. Any agreement hereafter made by Mortgagor and Borrower and Mortgagee pursuant to this Mortgage
shall be superior to the rights of the holder of any intervening lien or encumbrance (provided, however, that this clause shall
not by itself authorize or permit any subsequent liens, mortgages or encumbrances on the Mortgaged Property which are otherwise
prohibited under the terms of the Mortgage).


 


33. Loan
Agreement. Intentionally deleted.


 






    23


     


    

 


34. RIGHT OF SET-OFF.
Neither the Mortgagor, Borrower, any co-signer, endorser, surety nor guarantor shall have any right of set-off against the Mortgagee
under the Note, this Mortgage or under any loan document executed in connection with the loan evidenced
by the Note. In addition to the remedies provided for herein, the Mortgagor, Borrower, each co-signer, endorser, surety and guarantor
grants to the Mortgagee a security interest in any funds or other assets from time to time on deposit with or in possession of
the Mortgagee, and the Mortgagee may, at any time setoff the indebtedness evidenced by the Note against any such funds or other
assets, including, but not limited to, all money owed by Mortgagee to Borrower, Mortgagor, each co-signer, endorser, surety and
guarantor whether or not due. Mortgagor, Borrower, each co-signer, endorser, surety and guarantor acknowledge and agree that Mortgagee
may exercise its right of set-off to pay all or any part of the outstanding principal balance and accrued interest owed on the
Note or on any other obligation of the Mortgagor or Borrower to the Mortgagee against any obligation Mortgagee may have, now or
hereafter, to pay money to Mortgagor or Borrower, each co-signer, endorser, surety and guarantor. This right of set-off includes,
but is not limited to, (a) any deposit, account balance, securities account balance or certificate of deposit balance Borrower
or Mortgagor has with Mortgagee. Mortgagor and Borrower hereby appoint Mortgagee as their attorney-in-fact and authorizes Mortgagee
to redeem or obtain payment on any certificate of deposit in which Mortgagor or Borrower have an interest in order to exercise
Mortgagee’s right of set-off. Such authorization applies to any certificate of deposit even if not matured. Mortgagor and
Borrower further authorize Mortgagee to assess and withhold any early withdrawal penalty without liability against Mortgagee in
the event such penalty is applicable as a result of Mortgagee’s set-off against a certificate of deposit prior to its maturity.
Mortgagee’s right of set-off may be exercised upon an Event of Default: (a) without prior demand or notice; (b) without
regard to the existence or value of any collateral securing the Note; and (c) without regard to the number or creditworthiness
of any other persons who have agreed to pay the Note. Mortgagee will not be liable for dishonor of a check or other request for
payment where there is insufficient funds in the account (or other obligation) to pay such request because of Mortgagee’s
exercise of its right of set-off. Mortgagor and Borrower agree to indemnify and hold Mortgagee harmless from any person’s
claims, arising as the result of Mortgagee’s right of set-off and the costs and expenses, including without limitation,
attorneys’ fees.


 


35. WAIVER
OF RIGHT TO JURY TRIAL. MORTGAGOR AND BORROWER AND MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
MORTGAGE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE ENTERING INTO
THIS AGREEMENT.


 


36. Federal
Rights. When the U.S. Small Business Administration (the “SBA”) is the holder of the Note, this Agreement will
be construed and enforced under federal law, including SBA regulations. The Lender or SBA may use state of local procedures
for filing papers, recording documents, giving notice, enforcing security interests or liens, and for any other purpose. By
using such procedures, the SBA does not waive any federal immunity from state or local control, penalties, taxes or
liabilities. As to this Agreement, Borrower, and any Guarantor, may not claim or assert any local or state law against the
SBA to deny any obligations, defeat any claim of the SBA, or preempt federal law.


 


37. Counterparts. This instrument
may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all such
counterparts together shall constitute one and the same instrument.


 


(The signatures of the parties
are on the following page.)


 




    24


     


    

 


IN WITNESS WHEREOF, the Mortgagor has executed
this Mortgage and Security Agreement as of the day and year first above written.


 


	Signed, sealed and delivered in the presence of:	 	“Mortgagor”
	 	 	 
		 	/s/ James E. May
	Witness	 	 	JAMES
    E. MAY, as successor Trustee 
	Print Name:		 	of the 1612 E. CAPE CORAL 
	 	 	 	PARKWAY LAND TRUST, dated 
		 	November 7, 2000
	Witness	 	 	 
	Print Name: 		 	 


 


	 	 	“Borrower”
	 	 	 
	 	 	ELITE
    LEGACY EDUCATION, INC., 

    a Florida limited liability company
	 	 	 
	/s/
    James E. May	 	By:	/s/
    Anthony Humpage
	Witness	 	 	 	Anthony
    Humpage
	Print Name:	James
    E. May	 	As
    its:	CEO
	 	 	 	 	 
		 	 	 
	Witness	 	 	 	 
	Print Name: 		 	 	 




 




    25


     


    

 


STATE OF FLORIDA


 


COUNTY OF LEE


 


The
foregoing instrument was acknowledged before me this 13 day of September, 2018, by JAMES E. MAY, as successor Trustee of the 1612
E. CAPE CORAL PARKWAY LAND TRUST, dated November 7, 2000, who is either (a) þ
personally known to me or (b) ☐ has produced ________________________________________ as identification.


 


		/s/ Cynthia Prout
	NOTARY PUBLIC
	Print Name: Cynthia Prout
	My Commission Expires: 02/02/2019




 


STATE OF FLORIDA


 


COUNTY OF LEE


 


The
foregoing instrument was acknowledged before me this 13 day of September, 2018, by Anthony Humpage, as CEO of ELITE LEGACY
EDUCATION, INC., a Florida limited liability, company, on behalf of said limited liability company,
who is either (a) þ personally known to me or (b) ☐ has produced _________________________________
as identification.


 


		/s/ Cynthia Prout
	NOTARY PUBLIC
	Print Name: Cynthia Prout
	My Commission Expires: 02/02/2019


 




    26


     


    

 


EXHIBIT “A”


 


Legal Description 


 


Parcel I


 


Lots 3, 4, and 5, Block 440,
Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of Lee County,
Florida; less the following described portion thereof:


 


Beginning at the northeast
corner of Section 18, Township 45 South, Range 24 East and proceeding south along the east line of said Section 18, a distance
of 240.0 feet to a point; thence N 89° 24’ 01” W for a distance of 24.74 feet to a point said point being the point of
curve at the east end of the north property line of said Block 440. Said point also being the northeast corner of the parcel to
be reserved and hereinafter referred to as the Point of Beginning; thence S 0° 35’ 59” W for a distance of 14.0 feet
to a point; thence N 89° 24’ 01“W for a distance of 16.0 feet to a point; thence N 35’ 59” E for a distance of 14.0
feet to a point; thence S 89° 24’ 01” E for a distance of 16.0 feet to the Point of Beginning; and also less the
following described portion of Lot 5:


 


Commence at the point of intersection
of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent of said curve S 89° 24’
01” E, 15.16 feet to the point of tangency, said point being the Point of Beginning; thence along the north line of said
Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot 3; thence
along the southerly prolongation of said Lot 3 south, 156.74 feet to the intersection of the northerly right-of-way of Waikiki
Avenue; thence along said right-of-way line S 55030’
00” W, 166.64 feet to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle
of 1240 30’ 00”; thence along the arc of said
curve 86.92 feet to the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard; thence along
said right-of-way line north, 205.09 feet to the beginning of a curve concave to the southeast, having a radius of 15.00 feet,
and a central angle of 90° 35’ 59”; thence along the arc of said curve 23.72 feet to a point of tangency, and the Point
of Beginning; and including the 20’ wide alley lying adjacent to Lots 2, 3, 4, and 5 as vacated according to O.R. 562, Page
645, less that portion of said alley as described in O.R. 567, Page 234 of the Public Records of Lee County, Florida.


 


Parcel II


 


A portion of Lot 5, Block
440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of
Lee County, Florida, more particularly described as follows:


 


From the point of intersection
of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point of Beginning; thence along
the northerly tangent of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency; thence along the north line
of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot
3; thence along the southerly prolongation of said Lot 3, south 156.74 feet to the intersection of the northerly right-of-way
of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of a curve concave
to the northeast, having a radius of 40.00 feet, and a central angle of 124° 30’ 00”; thence along the arc of said curve
86.92 feet to the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard; thence along said
right-of-way line north, 220.25 feet to the Point of Beginning.


 




    27


     


    

 


AFFIDAVIT
OF MORTGAGOR


 


BEFORE
ME, a notary public duly authorized in the State and County stated below
to administer oaths and take acknowledgements, this day personally appeared JAMES E. MAY (the “Affiant”)
who, by me being first duly sworn, deposes and says:


 


1. Basis
for Affidavit. Affiant has personal knowledge of the matters stated in this Affidavit, all of which are true and correct to
the best of Affiant’s information and belief. Affiant is the Successor Trustee of 1612 E. CAPE CORAL PARKWAY LAND TRUST, dated
November 7,2000 (the “Mortgagor”). This Affidavit is given in connection with a new commercial loan facility in
the aggregate principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the “Loan”), in favor of ELITE
LEGACY EDUCATION, INC., a Florida corporation (the “Borrower”) from USA REGROWTH FUND LLC, an
Oregon limited liability company (the “Lender”), which Loan is secured by a Mortgage and Security Agreement,
to be recorded in the Public Records of Lee County, Florida (the “Mortgage”), encumbering certain real property situate
in Lee County, Florida, together with improvements located thereon, more particularly described in Exhibit “A”
attached hereto (the real property and improvements being collectively referred to herein as the “Property”).


 


2. Company Status.
Mortgagor is a Florida land trust existing under the laws of the State of Florida. Mortgagor is authorized to transact business
in the State of Florida, with full power and authority to enter into and carry out the
terms of the Loan from Lender.


 


3. Record
Ownership and Possession. Mortgagor is the record owner of the fee simple title to the Property, subject only to those matters,
if any, set forth specifically as exceptions in that certain Policy for Title Insurance, including any and all endorsements subsequent
thereto (the “Policy”), issued by Fidelity National Title Insurance Company (the “Title Company”), delivered
to Lender incident to Borrower’s Loan. Affiant knows of no facts by which Mortgagor’s title to or possession of the Property might
be disputed or questioned or by which any claim to any portion of the Property might be asserted adversely to Mortgagor.


 


4. Bankruptcy.
No proceedings in bankruptcy or receivership have ever been instituted by or against Mortgagor and Mortgagor has never made an
assignment for the benefit of creditors.


 


5. Lawsuits
and Liens. Affiant knows of no action or proceeding of any kind which is pending in any state or federal court in the United
States to which Mortgagor is a party. Affiant knows of no mortgage, judgment, federal tax lien, mechanic’s lien, or other lien
of any kind or nature whatsoever which constitutes a lien or charge upon the Property, except for those matters set forth specifically
as exceptions in the Policy. There are no unpaid bills or claims for labor or services performed or materials furnished or delivered
to the Property during the past ninety (90) days for alterations, improvements, repair work or new construction upon the Property.


 




    28


     


    

 


6. No
Special Assessments, Liens, Etc. Affiant knows of no other liens affecting the Property such as tax liens or special assessment
liens for drainage, paving, community or owner’s associations.


 


7. Leases. There are
no tenancies or leases affecting the Property, and there are no persons other than Mortgagor in possession of the Property, except
as listed and described on Exhibit “B” attached hereto (the “Leases”). Affiant acknowledges that there
are currently no defaults under any of said Leases, that there are no other agreements with the described tenants, except as expressly
stated in the Leases, and that Mortgagor is in no way obligated to any tenant other than by way of return of security deposits
pursuant to the terms of said leases.


 


8. Unrecorded
Rights and Violations. Affiant knows of no unrecorded agreements, easements, taxes, assessments or outstanding rights held
by any person or entity affecting the Property. There are no existing violations of any conditions, restrictions, limitations
or easements affecting the Property.


 


9. Fixtures
and Equipment. There are no chattel mortgages, conditional sales contracts, security agreements, financing statements, retention
of title agreements, or personal property leases affecting any materials, fixtures, appliances, furnishings or equipment, if any,
placed upon or installed in the Property and mortgaged to Lender. Except as otherwise stated in this Affidavit, all plumbing,
heating, lighting, refrigerating and other equipment is paid for in full.


 


10. Management
Agreements. There are no leasing, management or marketing services agreements, either written or verbal, affecting the Property
or the rents or income therefrom.


 


11. Licenses and
Permits.All permits, licenses, approvals, consents and authorizations of, and registrations, declarations and filings
with, any governmental body, agency or authority required for the use and operation of the Property, have been obtained or
made, as the case may be, and are in full force and effect.


 


12. Hazardous
Materials and Radon Disclosure. Affiant has no knowledge of the presence of any unlawful hazardous materials. Affiant
acknowledges that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from the county public health unit.


 


13. Intervening Matters. There are no
matters pending against Mortgagor that could give rise to any lien that could attach to the Property between the effective
date of the Policy, and the time of recording of the Mortgage to Lender. Mortgagor will not execute or record hereafter any
instrument that would adversely affect title to the Property or the priority of the Mortgage to Lender as a first lien on the
Property.


 




    29


     


    

 


14. Violations
of Law and Zoning. There are no existing violations of any law, ordinance, statute or regulation affecting the Property,
the improvements thereon and/or the use and operation of same, nor has Mortgagor received notice of any such violation from
any governmental agency having jurisdiction over the Property. There are no existing violations of any covenants, conditions,
restrictions, limitations or easements affecting the Property. Affiant has received no notice from any public or governmental
authority regarding any change in zoning, or any other classification, regarding the Property in that the Property may
continue to be used for the purpose it is currently being used.


 


15. Authorized
Transaction. The Loan from Lender to Borrower, and the conveyance of a mortgage interest in the Property to Lender in accordance
therewith, is not a violation of Mortgagor’s Trust Agreementor other agreements or restrictions, if any, affecting Mortgagor (the
“Organizational Documents”). The Mortgage has been specifically and duly authorized by Mortgagor in accordance with
the requirements of the State of Florida, Mortgagor’s Organizational Documents, and other restrictions affecting Mortgagor. Affiant
has been duly authorized and directed by Mortgagor to execute the Mortgage, this Affidavit and all other documents necessary to
affect the Loan on behalf of Borrower.


 


16. Reliance
Upon Affidavit. Affiant understands that material reliance will be placed upon this Affidavit by Lender in making the above-mentioned
Loan to Borrower. Affiant further understands that this Affidavit will be relied upon by Miller Johnson Law, P.L. (the “Closing
Agent”) in closing the above-mentioned Loan to Borrower, all in reliance upon the matters contained in the foregoing Affidavit.


 


FURTHER AFFIANT SAYETH NAUGHT.


 


	 	/s/ James E. May
	 	JAMES
    E. MAY, Solely as Trustee




 




    30


     


    

 


STATE OF FLORIDA


COUNTY OF LEE


 


THE
FOREGOING INSTRUMENT was sworn subscribed to before me this 13 day of September, 2018, by JAMES E. MAY, who is either
(a) þ personally known to me or (b) ☐ has produced
________________________________________ as identification.


 


		/s/ Cynthia Prout
	NOTARY PUBLIC
	Print Name: Cynthia Prout
	My Commission Expires: 02/02/2018




 




    31


     


    

 


EXHIBIT
“A” 


 


Legal
Description


 


Parcel
I


 


Lots 3, 4, and 5, Block 440,
Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of Lee County,
Florida; less the following described portion thereof:


 


Beginning at the northeast
corner of Section 18, Township 45 South, Range 24 East and proceeding south along the east line of said Section 18, a distance
of 240.0 feet to a point; thence N 89○ 24’ 01” W for a distance of 24.74 feet to a point said point
being the point of curve at the east end of the north property line of said Block 440. Said point also being the northeast corner
of the parcel to be reserved and hereinafter referred to as the Point of Beginning; thence S 0○ 35’ 59”
W for a distance of 14.0 feet to a point; thence N 89’ 24’ 01“W for a distance of 16.0 feet to a point; thence
No° 35’ 59” E for a distance of 14.0 feet to a point; thence S 89” 24’ 01” E for a distance
of 16.0 feet to the Point of Beginning; and also less the following described portion of Lot 5:


 


Commence
at the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent
of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency, said point being the Point of Beginning; thence
along the north line of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation
of the west line of Lot 3; thence along the southerly prolongation of said Lot 3 south, 156.74 feet to the intersection of the
northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to
the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124’ 30’
00”; thence along the arc of said curve 86.92 feet to the point of tangency, said point being on the east right-of-way line
of Del Prado Boulevard; thence along said right-of-way line north, 205.09 feet to the beginning of a curve concave to the southeast,
having a radius of 15.00 feet, and a central angle of 90° 35’ 59”; thence along the arc of said curve 23.72 feet
to a point of tangency, and the Point of Beginning; and including the 20’ wide alley lying adjacent to Lots 2, 3,
4, and 5 as vacated according to O.R. 562, Page 645, less that portion of said alley as described in O.R. 567, Page 234
of the Public Records of Lee County, Florida.


 


Parcel II


 


A portion of Lot 5, Block
440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of
Lee County, Florida, more particularly described as follows:


 


From
the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point
of Beginning; thence along the northerly tangent of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency;
thence along the north line of said Lot 5, S 89○ 24’ 01” E, 184.84 feet to the intersection of the
southerly prolongation of the west line of Lot 3; thence along the southerly prolongation of said Lot 3, south 156.74 feet
to the intersection of the northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00”
W, 166.64 feet to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124○
30’ 00”; thence along the arc of said curve 86.92 feet to the point of tangency, said point being on the east
right-of-way line of Del Prado Boulevard; thence along said right-of-way line north, 220.25 feet to the Point of Beginning.


 




    32


     


    

 


EXHIBIT “B”


 


Leases


 


None.


 






    33


     


    

 





BORROWER’S
AFFIDAVIT


 


	STATE OF FLORIDA	)
	 	) SS
	COUNTY OF LEE	)




 


Before
me, the undersigned authority, personally appeared the undersigned, JAMES E. MAY (the “Affiant”), who
being first duly sworn, deposes and says that:


 


Affiant is the Successor Trustee
of 1612 E. CAPE CORAL PARKWAY LAND TRUST, dated November 7, 2000 (the “Company”), and has personal knowledge
of all matters contained in this affidavit.


 


1. The Company is
the owner of the real property located in Lee County, Florida, as legally described in Exhibit “A”
attached hereto and hereby made a part hereof (the “Property”).


 


2. The Company has
not recorded in the Public Records of Lee County, Florida, subsequent to the Effective Date (as defined herein) any documents
which affect title to the Property; there are no matters pending against the Company since the Effective Date of the
Commitment for Title Insurance issued by Fidelity National Title Insurance Company (the “Title Company”), bearing
File No. _______________, with an effective date of _________________, at ___________ (the “Effective Date”) that
could give rise to a lien that would attach to the Property; and the Company has not executed and will not execute any
instrument or agreement that would adversely affect the title to the Property.


 


3. There
are no unpaid, delinquent or otherwise outstanding taxes, special assessments or other liens or charges, including any service
charges payable to the county or municipality under Ch. 159, F.S. or county ordinance, which are not shown as existing liens by
the public records.


 


4. Owner
is in exclusive possession of the Property, and no other person or entity has any claim of possession with respect to the Property
other than the following under unrecorded leases:


 


__________________________________________________________
which leases do not set forth an option to purchase or right of first refusal.


 


6. There are no unrecorded easements or
rights-of -way for users or adverse interest with respect to the aforesaid property.


 




    34


     


    

 


7.
There has been no filing by or against the Company of any petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee or the making of an assignment for the benefit of creditors or the filing of a
petition for arrangement.


 


8. There
are no construction, materialmen or laborers’ liens under the Florida Statutes filed against the Property; there have been no
repairs, improvements or other work done or labor, materials or services bestowed upon the Property or any part thereof within
ninety (90) days preceding the date of this Affidavit authorized by Owner for which all or any part of the cost of the same remains
unpaid; there are no outstanding contracts, either oral or written, for the furnishing of any labor, materials or services in
connection with the improvement of the Property or any part thereof entered into by Owner; and no person, firm or corporation
is entitled to a lien under Chapter 713 of the Florida Statutes with respect to the Property.


 


9. This
affidavit is made as an inducement to and as a part of the consideration for the issuance of Title Company’s loan title insurance
policy insuring USA REGROWTH FUND LLC, an Oregon limited liability company, its successors and/or assigns (collectively,
the “Policy”), which Policy eliminates certain rights of parties in possession and construction and mechanics’
liens as exceptions to title; and this affidavit is made with the full knowledge that Title Company is relying upon the truth
of the statements made herein to issue the Policy. The undersigned is fully advised of the legal effect and obligations imposed
upon Affiant by the execution of this instrument under oath.


 


	 	/s/ James E. May
	 	JAMES
    E. MAY, Solely as Trustee


 


Sworn to and subscribed before me this 13 day
of September, 2018 by JAMES E. MAY, who is personally known to me or
produced ______________________________ as identification.


 


	 	/s/ Cynthia
    Prout                    09/13/2018
	 	NOTARY PUBLIC
	 	 
	 	(Notarial Seal/Stamp)
	 	 
	 	




 




    35


     


    

 


EXHIBIT
“A” 


 


Parcel
I


 


Lots 3, 4, and 5, Block 440,
Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of Lee County,
Florida; less the following described portion thereof:


 


Beginning at the
northeast corner of Section 18, Township 45 South, Range 24 East and proceeding south along the east line of said Section 18,
a distance of 240.0 feet to a point; thence N 89° 24’ 01” W for a distance of 24.74 feet to a point said
point being the point of curve at the east end of the north property line of said Block 440. Said point also being the
northeast corner of the parcel to be reserved and hereinafter referred to as the Point of Beginning; thence S 0°
35’ 59” W for a distance of 14.0 feet to a point; thence N 89° 24’ 01“W for a distance of 16.0
feet to a point; thence N 0° 35’ 59” E for a distance of 14.0 feet to a point; thence S 89° 24’
01” E for a distance of 16.0 feet to the Point of Beginning; and also less the following described portion of Lot
5:


 


Commence at the point of intersection
of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent of said curve S 89° 24’
01” E, 15.16 feet to the point of tangency, said point being the Point of Beginning; thence along the north line of said
Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot 3; thence
along the southerly prolongation of said Lot 3 south, 156.74 feet to the intersection of the northerly right-of-way of Waikiki
Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of a curve concave to the northeast,
having a radius of 40.00 feet, and a central angle of 124° 30’ 00”; thence along the arc of said curve 86.92 feet to
the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard; thence along said right-of-way line
north, 205.09 feet to the beginning of a curve concave to the southeast, having a radius of 15.00 feet, and a central angle of
90° 35’ 59”; thence along the arc of said curve 23.72 feet to a point of tangency, and the Point of Beginning; and including
the 20’ wide alley lying adjacent to Lots 2, 3, 4, and 5 as vacated according to O.R. 562, Page 645, less that portion of said
alley as described in O.R. 567, Page 234 of the Public Records of Lee County, Florida.


 


Parcel II


 


A portion of Lot 5, Block
440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the Public Records of
Lee County, Florida, more particularly described as follows:


 


From the point of intersection
of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point of Beginning; thence along
the northerly tangent of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency; thence along the north line
of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west line of Lot
3; thence along the southerly prolongation of said Lot 3, south 156.74 feet to the intersection of the northerly right-of-way
of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of a curve concave
to the northeast, having a radius of 40.00 feet, and a central angle of 124° 30’ 00”; thence along the arc of said curve
86.92 feet to the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard; thence along said
right-of-way line north, 220.25 feet to the Point of Beginning.


 




    36


     


    

 


FURTHER ASSURANCE AGREEMENT


 


In
connection with the closing of that certain commercial mortgage loan facility in the original principal amount of FIVE HUNDRED
THOUSAND AND 00/100 DOLLARS ($500,000.00) (the “Loan”) to ELITE LEGACY EDUCATION, INC., a Florida corporation
(the “Borrower”) by USA REGROWTH FUND LLC, an Oregon limited liability company (the “Lender”), secured
by, among other things, a mortgage lien on that certain real estate as more particularly described in Exhibit “A”
attached hereto and incorporated herein, and in consideration of MILLER JOHNSON LAW, P.L. (the “Closing Agent”)
closing this transaction, each of the undersigned does hereby agree to cooperate, adjust, initial, re-execute and re-deliver any
and all documents deemed necessary or desirable by Lender and/or Closing Agent to accurately reflect the agreement of the above
parties to the foregoing Loan transaction. It is the intention of the undersigned that all documentation for the Loan and all
payments or disbursements made in connection therewith shall be an accurate reflection of the parties’ agreement and that Borrower
shall pay all costs and expenses contemplated thereby and/or dictated by custom and usage in the Central Florida area, inclusive
of any and all recording fees, Florida intangible taxes and documentary stamp taxes and any interest and penalties thereon as
finally determined to be due by the Florida Department of Revenue.


 


The undersigned do hereby
so agree and covenant to assure that said Loan and the documentation thereof shall conform to the parties’ agreement and
understand that Lender and Closing Agent and all other parties to the Loan will rely on this Agreement and the covenants contained
herein in closing the above-described transaction. Any failure to cooperate as required by this Agreement shall, at Lender’s
option, constitute a default under the Loan. This agreement may be executed in any number of counterparts, each of which shall
be deemed an original instrument, but all such counterparts together shall constitute one and the same instrument.


 


DATED this 13 day of September, 2018.


 


	 	“Borrower”
	 	 
	 	ELITE LEGACY EDUCATION, INC. 

a Florida corporation
	 	 	 
	 	By: 	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its: 	C.E.O.




 




    37


     


    

 


	 	“Mortgagor”
	 	 
	 	/s/ James E. May
	 	JAMES E. MAY, as successor Trustee 
	 	of the 1612 E. CAPE CORAL PARKWAY
	 	PARKWAY LAND TRUST, dated 
	 	November 7, 2000




 


	 	“Guarantor”
	 	 
	 	LEGACY EDUCATION ALLIANCE

 HOLDINGS,
INC., a Colorada corporation
	 	 	 
	 	By: 	/s/ Anthony Humpage
	 	 	Anthony Humpage
	 	As its: 	C.E.O.


 




    38


     


    

 


EXHIBIT
“A”


 


Lean]
Description


 


Parcel
I


 


Lots
3, 4, and 5, Block 440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136
of the Public Records of Lee County, Florida; less the following described portion thereof:


 


Beginning
at the northeast corner of Section 18, Township 45 South, Range 24 East and proceeding south along the east line of said Section
18, a distance of 240.0 feet to a point; thence N 89° 24’ 01” W for a distance of 24.74 feet to a point said point being
the point of curve at the east end of the north property line of said Block 440. Said point also being the northeast corner of
the parcel to be reserved and hereinafter referred to as the Point of Beginning; thence S 0° 35’ 59” W for a distance
of 14.0 feet to a point; thence N 89’ 24’ 01“W for a distance of 16.0 feet to a point; thence N 35’ 59” E for a distance
of 14.0 feet to a point; thence S 89’ 24’ 01” E for a distance of 16.0 feet to the Point of Beginning; and also less the
following described portion of Lot 5:


 


Commence
at the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent
of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency, said point being the Point of Beginning; thence along
the north line of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation of the west
line of Lot 3; thence along the southerly prolongation of said Lot 3 south, 156.74 feet to the intersection of the northerly
right-of-way of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning of
a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124’ 30’ 00”; thence along the arc
of said curve 86.92 feet to the point of tangency, said point being on the east right-of-way Line of Del Prado Boulevard; thence
along said right-of-way line north, 205.09 feet to the beginning of a curve concave to the southeast, having a radius of 15.00
feet, and a central angle of 90° 35’ 59”; thence along the arc of said curve 23.72 feet to a point of tangency, and the
Point of Beginning; and including the 20’ wide alley lying adjacent to Lots 2, 3, 4, and 5 as vacated according to O.R. 562, Page
645, less that portion of said alley as described in O.R. 567, Page 234 of the Public Records of Lee County, Florida.


 


Parcel
II


 


A
portion of Lot 5, Block 440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of
the Public Records of Lee County, Florida, more particularly described as follows:


 


From
the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point
of Beginning; thence along the northerly tangent of said curve S 891- 24’ 01” E, 15.16 feet to the point of tangency;
thence along the north line of said Lot 5, S 89’ 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation
of the west line of Lot 3; thence along the southerly prolongation of said Lot 3, south 156.74 feet to the intersection of the
northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet to the beginning
of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124° 30’ 00”; thence along
the are of said curve 86.92 feet to the point of tangency, said point being on the east right-of-way line of Del Prado Boulevard;
thence along said right-of-way line north, 220.25 feet to the Point of Beginning.


 




    39


     


    

 


ACKNOWLEDGEMENT
REGARDING REPRESENTATION


 


The
undersigned hereby acknowledges that MILLER JOHNSON LAW, P.L. is not representing (i) JAMES E. MAY, as successor Trustee
of the 1612 E. CAPE CORAL PARKWAY LAND TRUST, dated November 7,2000 (the “Mortgagor”), (ii) ELITE LEGACY EDUCATION,
INC., a Florida corporation (the “Borrower”), or (iii) LEGACY EDUCATION ALLIANCE HOLDINGS, LLC, a Colorado
corporation, or rendering any legal advice to Borrower, Mortgagor, or any of the undersigned Guarantor in connection with that
certain commercial mortgage loan facility identified as Loan No.        in the original
principal amount FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the “Loan”) to Borrower by USA REGROWTH
FUND LLC, an Oregon limited liability company (the “Lender”). Borrower, Mortgagor, and Guarantor acknowledge that
they have been advised that it is in their best interest to be represented by its own legal counsel in the negotiation, documentation
and closing of the Loan and the execution of that certain Mortgage and other loan documents encumbering the real property more
particularly described in Exhibit “A” attached hereto (the “Property”). Borrower acknowledges that
MILLER JOHNSON LAW, P.L. is Lender’s counsel and is acting as closing agent for the Loan solely on Lender’s
behalf. This agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but
all such counterparts together shall constitute one and the same instrument.


 


DATE:
September 13 , 2018.


 


	 	“Mortgagor”
	 	 	 
	 	/s/ James
    E. May
	 	JAMES E. MAY, as successor Trustee of 1612 E. CAPE CORAL PARKWAY

                                                                       AND TRUST, dated

                                                                       November 7, 2000

	 	 	 
	 	“Borrower”
	 	 	 
	 	ELITE LEGACY EDUCATION, INC.,
    a Florida limited liability company
	 	 	 
	 	By:	/s/
    Anthony
    Humpage                     
	 	 	Anthony Humpage
	 	As its:	C.E.O.









 


 


	 	“Guarantor”
	 	 	 
	 	LEGACY EDUCATION ALLIANCE

 HOLDINGS,
    INC., a Colorado corporation
	 	 	                
	 	By;	/s/
    Anthony
    Humpage                     
	 	 	Anthony Humpage
	 	As its:	C.E.O.


 






    40


     


    

 


EXHIBIT
“A”


 

Legal Description 


 


Parcel
I


 


Lots
3, 4, and 5, Block 440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of the
Public Records of Lee County, Florida; less the following described portion thereof:


 


Beginning
at the northeast corner of Section 1 8, Township 45 South, Range 24 East and proceeding south along the east line of said Section
18, a distance of 240.0 feet to a point; thence N 89° 24’ 01” W for a distance of 24.74 feet to a point said point
being the point of curve at the east end of the north property line of said Block 440. Said point also being the northeast corner
of the parcel to be reserved and hereinafter referred to as the Point of Beginning; thence S 35○ 59” W
for a distance of 14.0 feet to a point; thence N 89° 24’ 01 “W for a distance of 16.0 feet to a point; thence
N 0○ 35’ 59” E for a distance of 14.0 feet to a point; thence S 89° 24’ 01” E for
a distance of 16.0 feet to the Point of Beginning; and also less the following described portion of Lot 5:


 


Commence
at the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent
of said curve S 89○ 24’ 01” E, 15.16 feet to the point of tangency, said point being the Point of
Beginning; thence along the north line of said Lot 5, S 89* 24’ 01” E, 184.84 feet to the intersection of the southerly
prolongation of the west line of Lot 3; thence along the southerly prolongation of said Lot 3 south, 156.74 feet to the intersection
of the northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55° 30’ 00” W, 166.64 feet
to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124° 30’
00”; thence along the are of said curve 86.92 feet to the point of tangency, said point being on the east right-of-way line
of Del Prado Boulevard; thence along said right-of-way line north, 205.09 feet to the beginning of a curve concave to the southeast,
having a radius of 15.00 feet, and a central angle of 90° 35’ 59”; thence along the are of said curve 23.72 feet
to a point of tangency, and the Point of Beginning; and including the 20’ wide alley lying adjacent to Lots 2, 3, 4, and
5 as vacated according to O.R. 562, Page 645, less that portion of said alley as described in O.R. 567, Page 234 of the Public
Records of Lee County, Florida.


 


Parcel
II


 


A
portion of Lot 5, Block 440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of
the Public Records of Lee County, Florida, more particularly described as follows:


 


From
the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point
of Beginning; thence along the northerly tangent of said curve S 89° 24’ 01” E, 15.16 feet to the point of tangency;
thence along the north line of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection of the southerly prolongation
of the west line of Lot 3; thence along the southerly prolongation of said Lot 3, south 156.74 feet to the intersection of the
northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55○ 30’ 00” W, 166.64
feet to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a central angle of 124° 30’
00”; thence along the are of said curve 86.92 feet to the point of tangency, said point being on the east right-of-way line
of Del Prado Boulevard; thence along said right-of-way line north, 220.25 feet to the Point of Beginning.


 




    41


     


    

 


PRIVACY
POLICY NOTICE


 


FOR


 


MILLER
JOHNSON LAW, P.L.


 


Purpose
of Notice:


 


Miller
Johnson Law, P.L. respects the privacy of their customers’ personal information, so we want you to know the ways in which
we may collect and use non-public personal information (“personal information”). Our practices and policies are set
out in this notice.


 


Types
of Information We May Collect:


 


In
the course of our business, the types of personal information that we may collect about you include:


 


Information
we receive from you or your authorized representative on applications and forms, and in other communications to us;


 


Information
about your transactions with us, our affiliated companies, or others;


 


Information from consumer or other reporting agencies.


 


Use
and Disclosure of Information:


 


We
use your information to provide the product or service you or your authorized agent have requested of us.


 


We
may disclose information to our affiliated companies and unrelated companies as necessary to service your transaction, to protect
against fraudulent or criminal activities, when required to do so by law, and as otherwise permitted by law.


 


We
do not share any personal information we collect from you with unrelated companies for their own use.


 


Protection
of Your Personal Information:


 


We
restrict access to personal information about you to those employees who need to know that information in order to provide products
and services to you or for other legitimate business purposes. We maintain physical, electronic and procedural safeguards to protect
your personal information from unauthorized access or intrusion.


 


Changes:
This notice may be revised in accordance with applicable privacy laws.


 




    42


     


    

 





	 	“Mortgagor”
	 	 	 
	 	/s/
    James E. May
	 	JAMES E. MAY, as successor Trustee
    of 1612 E. CAPE CORAL PARKWAY AND TRUST,

 dated November 7, 2000
	 	 	 
	 	“Borrower”
	 	 	 
	 	ELITE LEGACY EDUCATION, INC.,
    a Florida limited liability company
	 	 	 
	 	By:	/s/
    Anthony Humpage                      
	 	 	Anthony
Humpage
	 	As its:	C.E.O.



 




    43


     


    

  


Trustees
of the Trust.


 


7.
Affiant acknowledges that the Lender and Closing Agent will rely upon, and is hereby authorized to rely upon this
Certification as a material inducement to make and close the Loan to the Borrower.


 


8.
Attached hereto and incorporated herein is an authentic copy of the Trust or authentic copies of the pertinent excerpts from
the Trust identifying the names of the Trust and the Trustee, and setting forth the Trustee’s authority (or the names
of the beneficiaries if the Trustee is not authorized to perform the contemplated act or acts).


 


9.
The Trust has not been revoked, modified, or amended in any manner that would cause the representations contained in the
certification of trust recorded in Official Records Instrument No 2018000113788 to be incorrect.


 


Dated
this 13 day of September, 2018.











	 	 	 
	 	 /s/
    James E. May
	 	JAMES
    E. MAY, Solely as Trustee



   


STATE
OF FLORIDA


 


COUNTRY OF LEE


  






THE
FOREGOING INSTRUMENT was sworn and subscribed to before me this 13 day of September, 2018, by JAMES E. MAY, who is
either (a)  þ personally known to me, or (b) ☐ has
produced_____________________________as identification.


 


		 
	 
	Cynthia Prout
	NOTARY PUBLIC
	
	Print Name:
    Cynthia Prout
	My Commission Expires: 02/02/2019







  



    44


     


    

 


EXHIBIT
“A”


 

Legal Description


 


Parcel


 


Lots
3, 4, and 5, Block 440, Unit 6, Part 6, Cape Coral. according to the plat thereof as recorded in Plat Book 16, Page 136 of the
Public Records of Lee County, Florida; less the following described portion thereof:


 


Beginning
at the northeast corner of Section 18, Township 45 South, Range 24 East and proceeding south along the east line of said Section
18, a distance of 240.0 feet to a point; thence N 89○ 24’ 01 ” W for a distance of 24.74 feet to
a point said point being the point of curve at the east end of the north property line of said Block 440. Said point also being
the northeast corner of the parcel to be reserved and hereinafter referred to as the Point of Beginning; thence S 0○
35’ 59” W for a distance of 14.0 feet to a point; thence N 89○ 24’ 01“W for a distance
of 16.0 feet to a point; thence N 0○ 35’ 59” E for a distance of 14.0 feet to a point; thence S 89○
24’ 01” E for a distance of 16.0 feet to the Point of Beginning; and also less the following described portion
of Lot 5:


 


Commence
at the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5; thence along the northerly tangent
of said curve S 89○ 24’ 01” E, 1 5.16 feet to the point of tangency, said point being the Point of
Beginning; thence along the north line of said Lot 5, S 89○ 24’ 01” E, 184.84 feet to the intersection
of the southerly prolongation of the west line of Lot 3; thence along the southerly prolongation of said Lot 3 south, 156.74 feet
to the intersection of the northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55○
30’ 00” W, 166.64 feet to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a
central angle of 124○ 30’ 00”; thence along the are of said curve 86.92 feet to the point of tangency,
said point being on the east right-of-way line of Del Prado Boulevard; thence along said right-of-way line north, 205.09 feet
to the beginning of a curve concave to the southeast, having a radius of 15.00 feet, and a central angle of 90○
35’ 59”; thence along the are of said curve 23.72 feet to a point of tangency, and the Point of Beginning; and including
the 20’ wide alley lying adjacent to Lots 2, 3, 4, and 5 as vacated according to O.R. 562, Page 645, less that portion of
said alley as described in O.R. 567, Page 234 of the Public Records of Lee County, Florida.


 


Parcel
II


 


A
portion of Lot 5, Block 440, Unit 6, Part 6, Cape Coral, according to the plat thereof as recorded in Plat Book 16, Page 136 of
the Public Records of Lee County, Florida, more particularly described as follows:


 


From
the point of intersection of a 15 ft. radius curve at the northwest corner of said Lot 5, said intersection also being the Point
of Beginning; thence along the northerly tangent of said curve S 89○ 24’ 01” E, 15.16 feet to the
point of tangency; thence along the north line of said Lot 5, S 89° 24’ 01” E, 184.84 feet to the intersection
of the southerly prolongation of the west line of Lot 3; thence along the southerly prolongation of said Lot 3, south 156.74 feet
to the intersection of the northerly right-of-way of Waikiki Avenue; thence along said right-of-way line S 55○
30’ 00” W, 166.64 feet to the beginning of a curve concave to the northeast, having a radius of 40.00 feet, and a
central angle of 124○ 30’ 00”; thence along the are of said curve 86.92 feet to the point of tangency,
said point being on the east right-of-way line of Del Prado Boulevard; thence along said right-of-way line north, 220.25 feet
to the Point of Beginning.


 




    45


     


    

 


CERTIFICATE
OF SECRETARY


OF


ELITE
LEGACY EDUCATION, INC.


 


The
undersigned, the duly elected, qualified, and acting Secretary of ELITE LEGACY EDUCATION, INC., a Florida corporation (the
“Corporation”) hereby certifies to USA REGROWTH FUND LLC, an Oregon limited liability company (the “Lender”)
and MILLER JOHNSON LAW, P.L. (the “Closing Agent”) as follows:


 


That
the documents attached hereto constitute true and accurate copies of (i) the Articles of Incorporation, and (ii) Bylaws, of the
Corporation, with all amendments thereto and that the same have not been amended, supplemented, or replaced.


 


That
the Board of Directors and shareholders of the Corporation duly and properly adopted the following resolutions at a regular
or special meeting in accordance with Florida law at which a quorum was present, or by unanimous consent of the Board of
Directors, pursuant to all requirements of the Corporation’s (i) Articles of Incorporation, and (ii) Bylaws:


 


“BE
IT RESOLVED, that the Corporation be, and it is hereby authorized to consummate a commercial loan facility identified as Loan
No._______________ from Lender to the Corporation, in the original principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($500,000.00) (the “Loan”), and for that purpose, to encumber its assets as more particularly described in those security
instruments, financing statements, and other loan documents, including any and all amendments and modifications thereof, executed
by Borrower and given to Lender for the purpose of securing the Loan; and


 


BE
IT FURTHER RESOLVED, that ANTHONY C. HUMPAGE, as President of the Corporation, or JAMES E. MAY, as Senior Vice President
of the Corporation, in the absence or unavailability of the President, be authorized and directed in the name of and on behalf
of the Corporation and under its company seal, to execute and deliver (i) a Promissory Note, (ii) a Mortgage and Security Agreement,
and (iii) any and all instruments and perform all acts required by Lender to accomplish the foregoing, and that the Board of Directors
and shareholders of the Corporation hereby ratify all of the acts of said President with regard to the Loan which may have occurred
prior to these resolutions being made.”


 


That
the foregoing resolutions are in conformity with the Corporation’s (i) Articles of Incorporation, and (ii) Bylaws, and the
said resolutions are in full force and effect and have not been rescinded or modified.


 




    46


     


    

 


The
undersigned makes this Certificate with full knowledge that Lender will rely on it in making the above-described Loan to the Borrower
and that the Closing Agent will rely on same in closing the Loan in favor of Lender.


 


IN
WITNESS WHEREOF, I have affixed my name and caused the company seal of the Corporation to be affixed this l3 day of September,
2018.











	 	 	 
	 	/s/
    James E. May
	 	JAMES E. MAY, Secretary



 





STATE
OF FLORIDA


 


COUNTRY OF LEE

  


THE
FOREGOING INSTRUMENT was sworn and subscribed to before me this 13 day of September, 2018, by JAMES E. MAY, as Secretary
of ELITE LEGACY EDUCATION, INC., a Florida corporation, on behalf of said corporation, who is either (a) þ personally
known to me, or (b) ☐ has produced_____________________________as identification.


 


		 
	 
	Cynthia Prout     09/13/2018
	Notary
Public
	
	Print Name:
    Cynthia Prout
	My Commission Expires:
    02/02/2019










 




    47


     


    

 


CERTIFICATE
OF SECRETARY





OF


LEGACY
EDUCATION ALLIANCE HOLDINGS, INC.


 


The
undersigned, the duly elected, qualified, and acting Secretary of LEGACY EDUCATION ALLIANCE HOLDINGS, INC., a Colorado corporation
(the “Corporation”) hereby certifies to USA REGROWTH FUND LLC, an Oregon limited liability company (the “Lender”)
and MILLER JOHNSON, P.L. (the “Closing Agent”) as follows:


 


That
the documents attached hereto constitute true and accurate copies of (i) the Articles of Incorporation, and (ii) Bylaws, of the
Corporation, with all amendments thereto and that the same have not been amended, supplemented, or replaced.


 


That
the Board of directors and shareholders of the Corporation duly and properly adopted the following resolutions at a regular or
special meeting in accordance with Florida law at which a quorum was present, or by unanimous consent of the Board of Directors,
pursuant to all requirements of the Corporation’s (i) Articles of Incorporation, and (ii) Bylaws:


 


“BE
IT RESOLVED, that the Corporation be, and it is hereby authorized to consummate a commercial loan facility identified as Loan
No.______________from Lender to ELITE LEGACY EDUCATION, INC., a Florida corporation (the “Borrower”) in the outstanding
principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the “Loan”); and


  


BE
IT FURTHER RESOLVED, that Anthony Humpage & James E. May, as the Pres. & Sr  VP respectively of the Corporation,
be authorized and directed in the name of and on behalf of the Corporation and under its company seal, to execute and
deliver (i) an Affirmation of Guarantor, and (ii) any and all instruments and perform all acts required by Lender to
accomplish the foregoing, and that the Board of Directors and shareholders of the Corporation hereby ratify all of the acts
of said President with regard to the Loan which may have occurred prior to these resolutions being made.”


 


That
the foregoing resolutions are in conformity with the Corporation’s (i) Articles of Incorporation, and (ii) Bylaws, and the
said resolutions are in full force and effect and have not been rescinded or modified.


 


The
undersigned makes this Certificate with full knowledge that Lender will rely on it in making the above-described Loan to the Borrower
and that the Closing Agent will rely on same in closing the Loan in favor of Lender.


 






    48


     


    

 


In
WITNESS WHEREOF, I have affixed my name and caused the company seal of the Corporation to be affixed this         day
of September, 2018.


	 	 	 
	 	/s/ James E. May
	 	JAMES E. MAY, Secretary



   


STATE
OF FLORIDA 


 


COUNTRY OF LEE


  









The
Foregoing Instrument was acknowledged before me the 13 day of September, 2018, by JAMES E. MAY, as Secretary of 
LEGACY EDUCATION ALLIANCE HOLDINGS, INC., a Florida corporation, on behalf of said corporation, who is either (a)  þ
personally known to me, or (b) ☐ has produced_____________________________as identification.


 


		 
	 
	/s/ Cynthia Prout
        09/13/2018
	Notary Public
	
	Print Name:
    Cynthia Prout
	My Commission Expires:
    02/02/2019













 






    49


     


    

  


AGREEMENT
REGARDING CLOSING OF LOAN


 


USA
REGROWTH FUND LLC, an Oregon limited liability company


16869
SW 65th # 317


Lake
Oswego, Oregon 97035


 


This
AGREEMENT REGARDING CLOSING OF LOAN (the “Agreement”) is made this 13 day of September, 2018, contemporaneously with
the closing of that certain loan in the original principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the
“Loan”) made by USA REGROWTH FUND LLC, an Oregon limited liability company (the “Lender”) to ELITE
LEGACY EDUCATION, INC., a Florida corporation (the “Borrower”). As a condition to and as part of closing the Loan,
the Lender has required that this Agreement be executed by Borrower and joined by the guarantors of the Loan (the “Guarantors”)
and delivered to the Lender.


 


Reference
is hereby made to the above described Loan and that certain Loan Commitment Letter (the “Commitment”) dated_________________,
from the Lender to the Borrower relating to said Loan. With regard to the Loan and the Commitment, the undersigned does hereby
certify to and agree with the Lender as follows:


 


1.       Specific
Post Closing Matters. Attached hereto as Exhibit “A” is a list of specific requirements which must be accomplished
by Borrower within the time set forth in said Exhibit “A”. If said matters are not met or complied with within
said time period, the same shall be and constitute a default under the Loan. With respect to those matters described in Exhibit
“A”, the undersigned understands that the Loan Documents are being executed at this time without all the Loan
requirements being met and the execution of the Loan Documents shall not constitute any admission by the Lender that all the Loan
requirements have been met as of the date hereof.


 


2.       Default
Under This Agreement. The failure of the Borrower, or any Guarantor, to comply with the provisions of this Agreement at any
time shall be and constitute a default under the Loan. In the event a default does occur, the Lender shall have the right to exercise
any and all rights available to it under this Agreement or any other Loan Document. In addition to said right to declare the Loan
in default and accelerate said Loan, the Lender shall have the right during the period the Loan is in default to increase the
interest rate on the Loan in accordance with the provisions of the Loan Documents. The exercise by the Lender of its right to
so increase the interest rate shall not constitute a waiver by the Lender to exercise any other rights it may have during the
period of time the Loan is in default, including, but not limited to, the right of the Lender to exercise its right to accelerate
the Loan and declare interest thereafter due at the highest rate permitted by law.


 


3.       Counterparts.
This Agreement and Joinder attached hereto may be executed in any number of counterparts, each of which shall be deemed an original
instrument, but all such counterparts together shall constitute one and the same instrument.


 


4       Survival
of Agreement. This Agreement shall survive any closing of the Loan or any subsequent modification of the Loan Documents.


 




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IN
WITNESS WHEREOF, the undersigned has executed the foregoing Agreement as of the day and year first set forth above.


 


	Witnesses:	 	BORROWER:
	 	 	 	 
	 	 	ELITE
    LEGACY EDUCATION, INC., a Florida corporation
	     	 	 	               
	/s/
    James E. May	   	By:	/s/ Anthony
    Humpage
	Witness	 	 	Anthony
    Humpage



	Print Name:	James
    E. May	 	As its:	C.E.O.



 


	/s/
                                         Cindy Prout	 
	Witness	 









	Print Name:	Cindy
    Prout	 



 




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JOINDER
BY GUARANTORS


 


The
undersigned, being the Guarantors of the Loan, do hereby join in this Agreement for the following purposes:


 


1.       To
agree to comply with and abide by all the terms and conditions contained in this Agreement, and to guarantee the Borrower’s
satisfaction and compliance with all requirements hereof.


 


2.       To
acknowledge that a default under this Agreement, the Commitment or any of the Loan Documents shall be and constitute a default
under the Loan which in turn shall be and constitute a default under the Guaranty Agreement executed and delivered by the undersigned
in connection with the Loan.


 


3.       To
ratify, acknowledge and affirm that the terms and condition set forth in the Guaranty Agreements executed by Guarantors remain
in full force and effect as applicable to all funds advanced hereunder.


 








	Witnesses:	 	GUARANTORS:
	 	 	 	 
	 	 	LEGACY
    EDUCATION ALLIANCE HOLDINGS, INC., a Colorado corporation
	     	 	 	               
	/s/ James
    E. May	   	By:	/s/
    Anthony     Humpage
	Witness	 	 	Anthony
    Humpage






	Print Name:	James
    E. May	 	As its:	C.E.O.



 


	/s/ Cindy
                                                                                              Prout	 
	Witness	 









	Print Name:	Cindy
    Prout	 



 


 




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ACCEPTANCE
BY LENDER


 


The
undersigned Lender does hereby approve and accept the foregoing Agreement.


 











	Witnesses:	 	LENDER:
	 	 	 	 
	 	 	USA
    REGROWTH FUND LLC, an Oregon limited Liability company
	     	 	 	               
	 	   	By:	 
	Witness	 	 	 






	Print
                                         Name:		 	As its:	  



 











	 	 
	Witness	 	 
	Print
                                         Name:		 









 






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EXHIBIT
“A”


 


Schedule
of Post-Closing Items


 


The
Borrower will provide Lender, at Borrower’s expense, with the following documentation within the respective time periods
specified below, which documentation shall be in form and content acceptable to Lender:


 


	1.	Within
                                         thirty (30) days from the date of this Agreement, Borrower shall provide Lender with
                                         the following items and documentation, all of which shall be in a form and content acceptable
                                         to Lender in its sole discretion:



 


		a.	Municipal
                                         Lien Search and evidence of satisfaction of any unpaid, delinquent or otherwise outstanding
                                         taxes, special assessments or other liens or charges, if any, including any service charges
                                         payable to the county or municipality under Ch. 159, F.S. or county ordinance, which
                                         are not shown as existing liens by the public records.



 



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