Exhibit
10.2


 


 


 


 


 


 


 


 


 





EXHIBIT
B


MUTUAL


RELEASE





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	1	 



     

    

  


MUTUAL
WAIVER AND RELEASE OF CLAIMS


 


This
Mutual Waiver and Release of Claims (this “Release”) is made as of this  day of January, 2018 (the “Effective
Date”) by Legacy Education Alliance Holdings, Inc. (as successor in interest to Tigrent, Inc.) (“Licensee”),
Anthony Humpage and James May (Licensee, Anthony Humpage and James May are collectively referred to as the, “Licensee Parties”),
on the one hand, and Rich Dad Operating Company, LLC (“Licensor”), Robert Kiyosaki, Kim Kiyosaki, Michael Sullivan,
and Shane Caniglia (Licensor, Robert Kiyosaki, Kim Kiyosaki, Michael Sullivan and Shane Caniglia are collectively referred to
as the “Licensor Parties”). The Licensee Parties and Licensor Parties are collectively referred to as the “Parties”.


 


WHEREAS,
Licensor and Licensee, as successor to Tigrent Inc., entered into that certain Rich Dad Operating Company, LLC License Agreement,
dated September 1, 2013, as amended by that certain First Amendment to Rich Dad Operating Company, LLC Operating Agreement, dated
April 22, 2014 (collectively, the “License Agreement”), pursuant to which Licensee was granted the right to utilize
and commercialize certain intellectual property owned by Licensor and its affiliates; and


 


WHEREAS,
the Parties desire to mutually release each other from any all claims and liabilities pursuant to the terms and conditions
of this Release.


 


NOW,
THEREFORE, in consideration of the mutual obligations contained herein, and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


 


1.
Release.




 


(a)
By Licensee Parties: Effective upon the full execution of the Second Amendment to Rich Dad Operating Company, LLC License
Agreement (“Second Amendment”), the Licensee Parties, and each of their respective affiliates, parents, divisions,
successors, assigns, predecessors and heirs, and all persons or firms claiming by, through, under, or on behalf of any or all
of them (the “Licensee Release Parties”), hereby release, acquit and forever discharge the Licensor Parties, and each
of their respective owners, officers, employees, representatives, affiliates, parents, subsidiaries, divisions, successors, assigns,
spouses, predecessors and heirs, from any and all claims, liabilities, damages, expenses, actions or causes of action which any
of the Licensee Release Parties may now have or has ever had, whether known or unknown, past or present, absolute or contingent,
suspected or unsuspected, of any nature whatsoever, directly or indirectly arising out of or relating to the execution, performance
and/or breach of the License Agreement or the offer, sale or acceptance of the licensed rights related thereto (including, but
not limited to any disclosures and representations made in connection therewith), including any ongoing breach that is in existence
as of the date of this Release and that remains uncured following the execution of this Release (“Licensee Released Claims”).
Licensee Released Claims are limited to Claims which exist as of the date of execution of this Release and/or Claims that are
based on existing circumstances that would mature into Claims with the passage of time. Licensee Released Claims do not include
Claims that may arise under the Second Amendment following the execution of this Release.


 






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(b)
By Licensor: Effective upon the full execution of the Second Amendment, the Licensor Parties, and each of their respective
affiliates, parents, divisions, successors, assigns, predecessors and heirs, and all persons or firms claiming by, through, under,
or on behalf of any or all of them (the “Licensor Release Parties”), hereby release, acquit and forever discharge
the Licensee Parties, and each of their respective owners, officers, employees, representatives, affiliates, parents, subsidiaries,
divisions, successors, assigns, spouses, predecessors and heirs, from any and all claims, liabilities, damages, expenses, actions
or causes of action which the Licensor Release Parties may now have or has ever had, whether known or unknown, past or present,
absolute or contingent, suspected or unsuspected, of any nature whatsoever, directly or indirectly arising out of or relating
to the execution, performance and/or breach of the License Agreement or the offer, sale or acceptance of the licensed rights related
thereto (including, but not limited to, any disclosures and representations made in connection therewith), including any ongoing
breach that is in existence as of the date of this Release and that remains uncured following the execution of this Release (“Licensor
Released Claims”). Licensor Released Claims are limited to Claims which exist as of the date of execution of this Release
and/or Claims that are based on existing circumstances that would mature into Claims with the passage of time. Licensor Released
Claims do not include Claims that may arise under the Second Amendment following the execution of this Release.


 


(c)
Nondisparagement. Each of the Licensee Parties expressly covenants and agrees not to make any false representation of facts,
or to defame, disparage, discredit or deprecate any of the Licensor Parties or otherwise communicate with any person or entity
in a manner intending to damage any of the Licensor Parties, the business conducted by any of the Licensor Parties or the reputation
of any of the Licensor Parties. Each of the Licensor Parties expressly covenants and agrees not to make any false representation
of facts, or to defame, disparage, discredit or deprecate any of the Licensee Parties or otherwise communicate with any person
or entity in a manner intending to damage any of the Licensee Parties, the business conducted by any of the Licensee Parties or
the reputation of any of the Licensee Parties. For purposes of clarity, the obligations in this Section apply to all methods of
communications, including the making of statements or representations through direct verbal or written communication as well as
the making of statements or representations on the Internet, through social media sites or through any other verbal, digital or
electronic method of communication. The obligations in this Section also prohibit the parties from indirectly violating this Section
by influencing or encouraging third parties to engage in activities that would constitute a violation of this Section if conducted
directly by a Licensee Party or Licensor Party.


 


2.
Representations and Warranties.




 


(a)
By Licensee Parties: Each of the Licensee Parties represents and warrants that: (i) each of the Licensee Parties are duly
authorized to execute this Release and perform their obligations hereunder; (ii) neither Licensee nor any of the other Licensee
Parties has assigned, transferred or conveyed, either voluntarily or by operation of law, any of their rights or claims against
any of the Licensor Parties or any of the rights, claims or obligations being released hereunder; (iii) the Licensee Parties have
not and shall not (a) institute or cause to be instituted against any of the Licensor Release Parties any legal proceeding of
any kind, including the filing of any claim or complaint with any state or federal court or regulatory agency, alleging any violation
of common law, statute, regulation or public policy premised upon any legal theory or claim whatsoever relating to the matters
released in this Release or (b) make any verbal, written or other communication with the intent to damage or adversely impact
any Licensor Release Party’s reputation or goodwill; and (iv) no predecessor or affiliated company or affiliated person
of Licensee holds any claims against any of the Licensor Parties of the type being released under this Release.


 






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(b)
By Licensor Parties: Each of the Licensor Parties represents and warrants that: (i) each of the Licensor Parties is duly
authorized to execute this Release and perform their obligations hereunder; (ii) neither Licensor nor any of the other Licensor
Parties has assigned, transferred or conveyed, either voluntarily or by operation of law, any of its rights or claims against
any of the Licensee Parties or any of the rights, claims or obligations being released hereunder; (iii) the Licensor Parties have
not and shall not (a) institute or cause to be instituted against any of the Licensee Release Parties any legal proceeding of
any kind, including the filing of any claim or complaint with any state or federal court or regulatory agency, alleging any violation
of common law, statute, regulation or public policy premised upon any legal theory or claim whatsoever relating to the matters
released in this Release or (b) make any verbal, written or other communication with the intent to damage or adversely impact
any Licensee Release Party’s reputation or goodwill; and (iv) no predecessor or affiliated company or affiliated person
of Licensor holds any claims against any of the Licensee Parties of the type being released under this Release.


 


3.
Miscellaneous.




 


(a)
The Parties agree that each has read and fully understands this Release and that the opportunity has been afforded to each Party
to discuss the terms and contents of said Release with legal counsel and/or that such a discussion with legal counsel has occurred.


 


(b)
This Release shall be construed and governed by the laws of the State of Arizona.


 


(c)
In the event that it shall be necessary for any Party to institute legal action to enforce, or for the breach of, any of the terms
and conditions or provisions of this Release, the prevailing Party in such action shall be entitled to recover all of its reasonable
costs and attorneys’ fees.


 


(d)
All of the provisions of this Release shall be binding upon and inure to the benefit of the Parties and their respective current
and future directors, officers, partners, attorneys, agents, employees, shareholders and the spouses of such individuals, successors,
affiliates, and assigns.


 


(e)
This Release contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and
supersedes and is in lieu of all prior and contemporaneous agreements, understandings, inducements and conditions, expressed or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Release may not be modified
except in a writing signed by each of the Parties.


 


(f)
If one or more of the provisions of this Release shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Release, but this Release
shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.


 


(g)
The Parties agree to do such further acts and things and to execute and deliver such additional agreements and instruments as
any Party may reasonably require to consummate, evidence, or confirm the transactions contemplated hereby.


 


(h)
This Release may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
but one document.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Parties have executed this Release as of the date first written above.


 


	 	LICENSEE:
	 	 
	 	Legacy
    Education Alliance Holdings, Inc.
	 	 	 
	 	By:	/s/
    James E. May
	 	Name:
    	James
    E. may
	 	Its:	Executive
    Vice President


 


STATE
OF                                )


                                                     )
ss.


County
of                                  )


 


SUBSCRIBED
AND SWORN to before me this          day of                          ,
2018 by                                                        .


 


	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 


 


		ANTHONY
    HUMPAGE: 
	 	 	 
	 	/s/
    Anthony Humpage
	 	Name:	Anthony
    Humpage


 


STATE
                                         OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this         day of                       ,
2018, by Anthony Humpage.


  


	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 


 






    	 	5	 



     

    

  


		JAMES
    MAY: 
	 	 
	 	/s/
    James E. May
		Name:
    JAMES MAY  


 


STATE
                                         OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this        day of            ,
2018, by James May.


 





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 


 





	 	LICENSOR:
	 	 
	 	Rich
    Dad Operating Company, LLC
	 	 	 
	 	By:	s/
    Michael R. Sullivan
	 	Name:	Michael
    R. Sullivan
	 	Its:	Chief
    Executive Officer



 


STATE
                                         OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this       day of            ,
2018 by                .


 





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 








 






    	 	6	 



     

    

 


	 	ROBERT
    KIYOSAKI:
	 	 
	 	/s/
    Robert Kiyosaki
	 	Name:
    Robert Kiyosaki



 


STATE
OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this      day
of            , 2018, by Robert Kiyosaki.


 





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 





 





	 	KIM
    KIYOSAKI:
	 	 
	 	/s/
    Kim Kiyosaki
	 	Name:
    Kim Kiyosaki



 


STATE
                                         OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this      day of           ,
2018, by Kim Kiyosaki.


 





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 








 






    	 	7	 



     

    

  


	 	MICHAEL
    SULLIVAN
	 	 
	 	/s/
    Michael Sullivan
	 	Name:
    Michael Sullivan



 


STATE
OF                                )


                                                     )
ss.


County
of                                  )



 


SUBSCRIBED
AND SWORN to before me this        day of             ,
2018, by Michael Sullivan.


  





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 


 





	 	SHANE
    CANIGLIA
	 	 
	 	/s/
    Shane Caniglia
	 	Name:
    Shane Caniglia



 


STATE
OF                                )


                                                     )
ss.


County
of                                  )






 


SUBSCRIBED
AND SWORN to before me this       day of             ,
2018, by Shane Caniglia.


 





	 	 	 
	 	 	Notary
    Public
	My
    Commission Expires:	 	 
	 	 	 


 


 


 


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