Exhibit 10.29


 


 


 


October 13, 2016


 


John Hall, CEO and President


PCS
Link, Inc. d/b/a Greenwood & Hall


12424 Wilshire Boulevard, #1030


Los Angeles, California 90025


 


		Re:	Payoff Confirmation Letter



 


Dear John:


 


Reference
is made to the Amended and Restated Credit Agreement dated as of July 18, 2014 (as heretofore amended, restated, supplemented
or otherwise modified, the "Loan Agreement"), by and among PCS Link, Inc., a California corporation d/b/a
Greenwood & Hall ("Borrower"), Greenwood Hall, Inc., a Nevada corporation,
and Opus Bank ("Bank"). All capitalized terms used in this letter agreement without definition shall have
the respective meanings specified for such terms in the Loan Agreement.


 


Bank
has been informed that Borrower intends to terminate the Loan Agreement with funds made available to Borrower from Moriah Education
Funding ("New Lender") to satisfy the below defined Payoff Amount. This letter agreement shall remain in effect
through and expire on the date that is the earlier of: (i) 24 hours after the effective date of the closing with New Lender, or
(ii) October 14,2016 (each, a "Payoff Date").


 


Bank
agrees that upon its receipt, by no later than 2:00p.m. (Pacific time) on the Payoff Date, of: (a) a fully executed copy of
this letter agreement; (b) a fully executed copy of a common stock purchase warrant for 2,000,000 shares of Greenwood Hall,
Inc.'s common stock on a fully diluted basis at a price of $0.10 per share issued by Greenwood Hall, Inc. to Bank, in form
and substance satisfactory to Bank; (c) immediately available funds in an amount equal to $1,200,000 (the "Payoff
Amount"); which shall first be applied to any existing over-advances in Borrower's deposit accounts maintained at Bank
and the remainder to be applied to the then outstanding principal.


 


1.
      Borrower's and Guarantor's respective obligations and indebtedness under the Loan Agreement and under the other Loan Documents
(other than any warrant executed by Borrower in favor of Bank) will be satisfied in full and terminated, and Borrower and Guarantor
will not be indebted to Bank under such Loan Documents (other than any warrant executed by Borrower in favor of Bank), in each
case other than as set forth herein and other than with respect to the indemnification provision in Section 11.16 of the Loan Agreement;


 


2.
      Bank's security interests, liens, and other encumbrances on Borrower and Guarantors in
respect of the Loan Agreement (collectively, "Bank's Lien") shall be automatically terminated and
released, and be of no further force or effect;


 




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3.       Bank
shall promptly deliver to Borrower, the following: (a) all certificates delivered to Bank representing stock pledged by Borrower;
(b) all chattel paper and other instruments or documents delivered to Bank; (c) Uniform Commercial Code releases and/or terminations
and other terminations and intellectual property releases in form acceptable for recording, terminating all of Bank's Liens (d)
all other collateral in respect of the Loan Agreement in the actual physical possession of Bank; and (e) reassignments of all assignments
in favor of the Bank in form and substance satisfactory to Borrower; and


 


4.       New
Lender and Borrower are authorized to file terminations of all financing statements filed by Bank naming Borrower or Guarantor
as a debtor. Upon New Lender 's or Borrower's reasonable
request from time to time, Bank will execute and deliver, at Borrower's expense and at no expense to Bank, such additional lien
releases or terminations and such other items as may be necessary to effectively terminate any and all of Bank's Liens.


 


Payment
of the Payoff Amount should be made by wire transfer to Opus Bank, via the following instructions:


 


Opus Bank


19900 MacArthur Blvd


Irvine, CA 92612


ABA: 122239270


Beneficiary: Special Credits Suspense.


Beneficiary Account No: 241048888


Swift Code: None


 


By
their acceptance hereof, Borrower and Guarantor acknowledge and agree that Bank reserves all of its rights with respect to each
automated clearinghouse (ACH) transfer and each check and other instrument or payment item (such ACH transfers ,
checks, instruments or other payment items being, collectively,
"Payment Items")
received by Bank from Borrower or any of Borrower's account debtors prior to receipt of the Payoff Amount for which Bank has credited
the amount of all such Payment Items to Borrower's account but has not yet received full and final credit or payment thereof.


 


Borrower
and Guarantor further acknowledge and agree that Borrower and Guarantor shall remain obligated for: (a) the amount of any check
or other collection item that was conditionally applied to the obligations under the Loan Documents but which is hereafter dishonored
or otherwise subject to avoidance; and (b) Borrower 's
and Guarantor's indemnification obligations pursuant to Section 11.16 of the Loan Agreement (collectively, the "Contingent
Obligations"). Borrower and Guarantor shall reimburse and pay to Bank, promptly after Bank's demand therefor, made at any
time, in immediately available funds, the amount of any Contingent Obligations and New Lender's obligations to make such payment
shall not be conditioned upon any prior demand upon Borrower or Guarantor by Bank.


 


Borrower
and Guarantor acknowledge that the Payoff Amount is due and owing pursuant to the Loan Documents. If, for any reason , any
of the Payoff Amount or any other amounts applied by Bank to payment of the obligations under the Loan Documents is voided or
rescinded or must otherwise be returned by Bank as a result of Borrower's or Guarantor's insolvency, bankruptcy
or otherwise, Borrower and Guarantor acknowledge and agree that the Loan Documents, and the respective obligations and
liabilities thereunder, shall be reinstated to that extent.


 




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Notwithstanding
anything herein to the contrary, Borrower and Guarantor acknowledge and agree that each warrant executed by Borrower in favor of
Bank whether now existing or hereafter executed (including, without limitation, (i) the warrant executed and delivered in connection
with the Third Amendment, Waiver and Ratification dated September 15, 2015 exercisable for 1,200,000 shares of common stock of
Greenwood Hall, Inc. at a per share price as provided in that warrant agreement, and (ii) the warrant to be executed and delivered
in connection with this letter agreement for 2,000,000 shares of Greenwood Hall, Inc. common stock on a fully diluted basis at
a price of $.10 per share, as each such warrant may be amended in accordance with the terms set forth therein), shall remain in
full force and effect and Borrower's obligations pursuant to such warrant shall not be terminated or modified by this letter agreement.


 


GENERAL RELEASE:


 


By
their signatures below, Borrower and Guarantor: (a) confirm their consent to the foregoing, (b) acknowledge that Bank has no further
obligations or liabilities to Borrower or Guarantor upon Bank's receipt of the Payoff Amount, except in releasing and returning
all collateral in accordance with the terms of this letter agreement, and (c) hereby remises, releases, acquits, satisfies and
forever discharges Bank, its agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting
to act on behalf of or at the direction of Bank, of and from any and all manner of actions, causes of action, suit, debts, accounts,
covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity,
which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of
facts taken or existing on or prior to the date hereof, against Bank, their agents, employees, officers, directors, attorneys and
all persons acting or purporting to act on behalf of or at the direction of Bank ("Bank Releasees"), for, upon or by
reason of any matter, cause or thing whatsoever through the date hereof. Without limiting the generality of the foregoing, Borrower
and Guarantor each waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims,
claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited
to, the rights to contest any conduct of Bank or other Releasees on or prior to the date hereof.


 


By
its signature below, Bank: (a) confirms its consent to the foregoing, (b) acknowledges that Borrower and Guarantor each have
no further obligations or liabilities to Bank upon Bank's receipt of the Payoff Amount, except for the Contingent
Obligations, and (c) hereby remises, releases, acquits, satisfies and forever discharges Borrower and Guarantor, their
agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at
the direction of Borrower or Guarantor, of and from any and all manner of actions, causes of action, suit, debts, accounts,
covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in
equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or
state of facts taken or existing on or prior to the date hereof, against Borrower or Guarantor,
their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the
direction of Borrower or Guarantor ("Borrower/Guarantor Releasees"), for,
upon or by reason of any matter, cause or thing whatsoever through the date hereof. Without limiting the generality of the
foregoing, Bank waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses,
counterclaims, claims, causes of action, setoffs or other rights it does, shall or may have as of the date hereof, including,
but not limited to, the rights to contest any conduct of Borrower or Guarantor or other Borrower/Guarantor Releasees on or
prior to the date hereof, except related to the Contingent Obligations.


 




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Each
of the parties hereby waives California Civil Code § 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." On the date hereof, each of
the parties also shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or
territory of the United States, or country in the world, or principle of common law, which is similar, comparable or
equivalent to California Civil Code § 1542.


 


MISCELLANEOUS:


 


THIS
LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


All
other documents and legal matters in connection with the transactions contemplated by this letter agreement shall be reasonably
satisfactory in form and substance to Bank and its counsel.


 


This
letter agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same letter
agreement.


 


The
offer contained in this letter agreement shall be effective and expire and be of no further effect until 2:00 P.M. (Pacific Time)
on the date that is the earlier of: (i) 24 hours after the effective date of the closing of the transaction with New Lender, or
(ii) October 14, 2016, if Bank does not receive the Payoff Amount, a fully executed copy of this letter, the aforementioned warrant
and evidence of the repayment of all over-advances each on the terms set forth herein.


 


[Signature pages follow}


 




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IN WITNESS WHEREOF,
the parties hereto have caused this letter agreement to be executed and delivered by their duly authorized officers as of the date
first set forth above.


 


	 	Very truly yours,
	 	 	 
	 	OPUS BANK, as Bank
	 	 	 
	 	By:	/s/ Allan Howard
	 	 	Printed Name: Allan Howard
	 	 	Its:  Vice President, Special Credits


 


Payoff Confirmation
Letter


 




     

     


    

 


Acknowledged and agreed:


 


PCS LINK, INC., d/b/a GREENWOOD
&


HALL, as the Borrower


 


	By:	 	 
	 	Printed Name: John Hall	 
	 	Its: ChiefExecutive Officer	 


 


GREENWOOD HALL, INC.,


as the Guarantor


 


	By	 	 
	 	Printed Name: John Hall	 
	 	Its: ChiefExecutive Officer	 


 


JOHN R. HALL III


as the Guarantor


 


	By:	 	 
	 	Printed Name: John Hall	 
	 	Its: an individual	 


 


Payoff Confirmation
Letter