Exhibit
10.1


 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 


SECOND
AMENDMENT TO RICH DAD OPERATING COMPANY, LLC LICENSE AGREEMENT


 


THIS
SECOND AMENDMENT TO RICH DAD OPERATING COMPANY, LLC LICENSE AGREEMENT (“Amendment”) is entered into and shall
be effective as of January 25, 2018 (“Amendment Effective Date”), by and between: (i) Rich Dad Operating Company,
LLC, a Nevada limited liability company (“Licensor”); and (ii) Legacy Education Alliance Holdings, Inc., a
Colorado corporation (“Licensee”) as successor in interest to Tigrent Inc.


 


Background


 


A.
Licensor and Licensee entered into that certain Rich Dad Operating Company, LLC License Agreement dated as of September 1, 2013,
as amended (the “License Agreement”).


 


B.
The Effective Date of the License Agreement is September 1, 2013, and the Term of the License Agreement presently expires on September
1, 2018.


 


C.
Licensor and Licensee desire to modify and amend the License Agreement on the terms and conditions set forth in this Amendment.


 


Amendment


 


1.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree
as to amend the License Agreement only as specifically set forth herein.


 


2.
Licensor and Licensee acknowledge and affirm the accuracy and materiality of the foregoing Background recitals and incorporate
them by reference.


 


3.
All capitalized terms not otherwise defined in this Amendment will have the meanings set forth in the License Agreement.


 


4.
Except as amended by this Amendment, the Licensee Agreement shall remain unchanged and Licensor and Licensee acknowledge and agree
that the Agreement, as amended by this Amendment, is hereby reaffirmed, ratified and confirmed in its entirety and is in full
force and effect.


 


5.
The License Agreement is hereby amended as follows:




 


a.
Section 1.7 is hereby deleted in its entirety and replaced with the following:


 


“1.7
The term “Field of Use” means live, on-line, or on-demand seminars, webinars, and training courses in the Field
delivered through any form of communication or media.”


 






    	 	1	 



     


    

 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
                                         EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.



 


b.
Section 1.8 is hereby deleted in its entirety and replaced with the following:


 


“1.8
The term “Field” means real estate investing, business strategies, stock market investment techniques, stock/paper
assets, cash management, asset protection, and other financially-oriented subjects. “Field” shall not be deemed to
include any type of coaching services and/or products relating to any of the foregoing subject matters.”


 


c.
Section 1.10 is hereby deleted in its entirety and replaced with the following:


 


“1.10
The term “Licensed Marks” means the Licensor’s trademarks set forth on Exhibit A to this Amendment.”


 


d.
Section 11.14 is hereby deleted in its entirety and replaced with the following:


 


e.
1.14. The term “Term” means the period of time from the Effective Date until the Agreement expires or is terminated
as provided in Section 10 hereof.


 


f.
Section 1.17 is hereby deleted in its entirety.




 


g.
Section 2.1 is hereby deleted in its entirety and replaced with the following:


 


“2.1.
Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, the non-exclusive right and license in and
to the Licensed Intellectual Property and the sole and exclusive right to use the name “Rich Dad Education”
(including any abbreviation or variation thereof) for the purpose of allowing Licensee to (i) develop and create Educational Materials
and (ii) conduct the Business in the Territory by itself and through its subsidiaries and affiliates during the Term of this Agreement,
unless the license is earlier terminated as provided herein. Such license shall include, but shall not be limited to, the right
to make, use, reproduce, modify, adapt, create derivative works of, translate, distribute (directly and indirectly), transmit,
display and perform publicly, license, rent, lease, export, import, offer for sale, sell and commercially exploit the Licensed
Intellectual Property, in whole or in part. Licensor understands that Licensee intends to use the Licensed Intellectual Property,
at its sole discretion, in connection with the Business. Licensee may, but is not obligated to, to display Licensee’s copyright
notice on any works or materials containing the Licensed Marks.


 






    	 	2	 



     


    

 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
                                         EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.



 


h.
Section 3.2 is hereby deleted in its entirety and replaced with the following:


 


“3.2
Licensor shall not use, or grant to a third party the right to use, the name and mark “Rich Dad Education” or any
abbreviation or variation thereof in the Field of Use during the Term.”


 


i.
The first sentence of Section 5.1 is hereby deleted in its entirety and replaced with the following:


 


“5.1
In consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor a monthly royalty in an amount equal to
the greater of: (i) [*****]; or (ii) [*****]% of Licensee’s Cash Sales.”


 


j.
The following is hereby added to the end of Section 5.1:


 


“In
addition to Licensee’s remedies under Section 10.2, below, Licensee’s failure to timely pay the monthly royalty payments
under this Section more than twice during any twelve (12) month period following the Amendment Effective Date shall constitute
a material breach of this Agreement permitting Licensor to immediately terminate the license and/or this Agreement, and shall
not be subject to the cure periods of Section 10.2.1.”


 


k.
Section 10.1 is hereby deleted in its entirety and replaced with the following:


 


“10.1
The Term hereunder shall commence upon the Effective Date and shall expire on September 1, 2019 unless the Agreement is sooner
terminated pursuant to Section 10.2 or 10.3.


 


l.
Section 10.2 is hereby deleted in its entirety and replaced with the following; provided, however this revision shall not replace
or affect the subsections of Section 10.2:


 


“10.2
The license hereunder and/or this Agreement may be terminated at any time:”


 


m.
The first sentence of Section 10.3 is hereby deleted in its entirety and replaced with the following:


 


10.3
“Notwithstanding anything else in this Agreement to the contrary, this Agreement shall terminate without further action
of either Licensor or Licensee, upon the occurrence of a Change in Control of Licensee Event.”


 


n.
Section 10.4 is hereby deleted in its entirety and replaced with the following:


 


“10.4Upon
termination or expiration of the license and/or this Agreement, except as otherwise expressly provided in Section 10.5 below,
all rights and privileges in and to the Licensed Intellectual Property granted to the Licensee herein shall automatically and
immediately revert to Licensor or its nominee, the Licensee shall immediately cease any use thereof, and the license hereunder
shall terminate. Licensee acknowledges that the Licensed Intellectual Property is unique and valuable, and Licensee’s violation
of this provision or other unauthorized use of the Licensed Intellectual Property would cause Licensor irreparable injury and
loss, for which monetary damages would be an inadequate remedy, and that Licensor, in additional to any and all other rights available
by law, equity or pursuant to this Agreement, shall be entitled to have an injunction entered immediately and without bond against
Licensee to enjoin Licensee’s continued use of the Licensed Intellectual Property


 






    	 	3	 



     


    

 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
                                         EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.



 


o.
Section 10.5 is hereby deleted in its entirety and replaced with the following:


 


“10.5
Upon termination or expiration of this Agreement, Licensee shall honor and fulfill all orders by its customers in existence as
of the date of the termination or expiration of this Agreement, and Licensee shall be authorized to utilize the Licensed Intellectual
Property solely for such purposes. For purposes of clarity, Licensee understands and agrees that upon the termination or expiration
of this Agreement, Licensee may not utilize any Licensed Intellectual Property to market, promote or sell its products or services
to new potential customers. Licensee shall comply with all terms of this Agreement with respect to the fulfillment of existing
orders for its products and services, including, without limiting the generality of the foregoing, all quality standards, payment
obligations and insurance requirements. Licensee shall ensure it has adequate money and resources to fulfill all such orders.


 


p.
Section 13.3 is hereby deleted in its entirety.




 


q.
Section 13.5 is hereby deleted in its entirety and replaced with the following:


 


“13.5
Choice of Forum and Jury Waiver. Any action brought to enforce or interpret the terms of this Agreement shall be brought exclusively
in either the Superior Court of the State of Arizona in and for the County of Maricopa; or the United States District Court for
the District of Arizona, located in Phoenix, Arizona, and the parties hereby consent to the exclusive jurisdiction of such courts.
In the event of any judicial proceedings arising out of or related to the subject matter of this Agreement, Licensor and Licensee
agree that all issues (including claims, defenses, cross-claims, third-party claims, and counterclaims) shall be determined by
a judge and not a jury; the parties hereby knowingly and voluntarily (a) agree not to request a trial by jury of any issue triable
of right by jury, and (b) waive any right to trial by jury fully to the extent that any such right may now or hereafter exist.”


 






    	 	4	 



     


    

 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
                                         EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.



 


r.
Section 13.7 is hereby restated and the following sentence is added to the end of the existing Section 13.7:


 


“No
party has been induced by or has relied on any statement, promise, representation or agreement, whether express or implied, not
specifically set forth in this Agreement.”


 


6.
Concurrently with the execution of this Amendment, the parties acknowledge and agree to execute the Mutual Release and Waiver
of Claims (“Waiver”) attached as Exhibit B to this Amendment. This Amendment shall not be effective
until all parties execute the Waiver.


 


7.
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same document.


 


8.
This Amendment may be executed by either or all parties by facsimile signature, and any facsimile signature shall be deemed an
original signature.


 


9.
If there is any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall govern and control.


 


Signatures
on the following page


 






    	 	5	 



     


    

 


CONFIDENTIAL TREATMENT REQUESTED BY LEGACY
                                         EDUCATION ALLIANCE, INC.


 


Portions
herein identified by [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.



 


DATED
as of the Amendment Effective Date, by:


 


	 	“LICENSOR”
	 	 	 
	 	Rich
    Dad Operating Company, LLC, a Nevada limited liability company
	 	 	 
	 	By:	/s/
    Bret Seltzer
	 	Name:	Bret
    Seltzer
	 	Its:	Authorized
    Agent
	 	 	 
	 	“LICENSEE”
	 	 	 
	 	Legacy
    Education Alliance Holdings, Inc. a Colorado corporation
	 	 	 
	 	By:	/s/
    James E. May
	 	Name:	James
    E. May
	 	Its:	Executive
    Vice President


 






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EXHIBIT
A


 


LICENSED
MARKS 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









    	 	7	 



     


    

  


	Text
                                         use of the phrase “CASHFLOW 

                                         Quadrant”	CASHFLOW
                                         QUADRANT 

                                         (REGISTRATION NO. 75666455)




 





TABLE
1 – NON-TRANSLATABLE TRADEMARKS


 


	DESCRIPTION	LOGO/TEXT/REGISTRATION
    NO.
	 	 
	Rich
    Dad Logo	

         

        (REGISTRATION
        NOS. 77764419; 77982454;

        77764439;
        77764442; AND 77764449)

	Text
    use of the phrase “Rich Dad” when referring to the Rich Dad brand or The Rich Dad Company	RICH
                                         DAD (REGISTRATION NOS. 76232711 AND

        78171889)

	Text
    use of the word “CASHFLOW”	CASHFLOW

                                                                                                                                                        (REGISTRATION
                                         NO. 75666095)

	“CASHFLOW”
    Design	

        

         

        (REGISTRATION
        NO. 87146291)

	Text
    use of Rich Dad’s website address	RICHDAD.COM

        (REGISTRATION
        NO. 76151099)



 






    	 	8	 



     


    

  


	Text
    use of the phrase “How To Get Out of the Rat Race”	

        HOW
        TO GET OUT OF THE RAT RACE 

        (REGISTRATION NO. 78157540)



 


TABLE
2 – TRANSLATABLE TRADEMARKS


 


	DESCRIPTION	LOGO/TEXT/REGISTRATION
    NO.
	 	 
	EBSI
    Stylized Logo	

        (REGISTRATION
        NOS. 76317383; 76232712;

        76149482;
        76151092; AND 75666453)

	B-I
    Triangle Graphic	

        (REGISTRATION
        NO. 76292981)



  


TABLE
3 – COPYRIGHTS


 


	BOOK
    NAME	COPYRIGHT
    REGISTRATION
		 
	

        RICH
        DAD POOR DAD
	 REGISTRATION
                                         NO. TX0006981674

	 CASHFLOW
                                         QUADRANT
	 REGISTRATION
                                         NO. TX0005017686

	 RICH
                                         DAD’S PROPHECY
	 REGISTRATION
                                         NO. TX0005624347



 






    	 	9