Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


This
Settlement Agreement and Release (“Agreement”), is made this 31, day of October, 2017, and is entered into by, between
and among Elite Legacy Education, Inc. (f/k/a Tigrent Group Inc.), Rich Dad Education, LLC, and Tigrent Enterprises, Inc. (collectively
“Plaintiffs”) and Cynergy Holdings, LLC, Bank of America, N.A., BA Merchant Services, LLC, BMO Harris Bank, N.A.,
and Moneris Solutions, Inc. (each a “Defendant” and collectively “Defendants”) (each a “Party”
and together, the “Parties”). The Effective Date of this Agreement shall be the latest of the calendar dates on the
signature page(s) of this Agreement after the Agreement is signed by all Parties.


 


In
consideration of the covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:


 


RECITALS


 


A.       Plaintiffs
and Defendants are parties to a lawsuit pending in the Supreme Court of the State of New York, County of Queens, titled Tigrent
Group Inc. et al. v. Cynergy Holdings, LLC, et al., No. 703951/2013 and the Supreme Court of the State of New York, Appellate
Division, Second Department, Docket Nos. 2016-6009 and 2016-6012 (“Action”).


 


B.       To
avoid the time and expense of litigation, and without any admission of liability or fault, the Parties agree to settle the Action
on the terms and conditions set forth below.


 


TERMS
AND CONDITIONS


 


1.0       PAYMENT
AND DISMISSAL OF THE ACTION


 


1.1       Payment.
In full and final resolution and satisfaction of all of the actual or potential claims that Plaintiffs asserted against Defendants
in the Action, or could have asserted against Defendants in the Action, Defendants shall pay $5 Million Dollars ($5,000,000) (the
“Settlement Amount”) to Legacy Education Alliance Holdings, Inc., as Plaintiffs’ designee to receive the Settlement
Amount, not later than seven (7) business days after the Effective Date by check or wire transfer to an account to be specified
by Plaintiffs. With respect to the payment of the Settlement Amount or any portion thereof by check, such payment shall not be
complete unless and until such check clears and the funds are received by Plaintiffs’ designee.


 






    


     


    

 


1.2       Dismissal.
Not later than seven (7) days after the Settlement Amount is paid to Plaintiffs, Defendants shall file a Stipulation of Dismissal
with Prejudice in the form attached as Exhibit A (“Stipulation”) to (i) effect dismissal of the Action with prejudice,
with each Party to bear its own attorneys’ fees and costs; and (ii) authorize the Court in the Action to retain jurisdiction
to enforce this Agreement. Not later than seven (7) days after the Settlement Amount is paid to Plaintiffs, Defendants shall file
a Stipulation of Withdrawal of Appeals in the form attached as Exhibit B to effect the withdrawal and/or dismissal of Appeal Nos.
2016.6009 and 2016.6012 pending in the Appellate Division, Second Department.


 


1.3       No
Admission of Liability. Each Party expressly denies any liability or wrongdoing, and nothing in this Agreement constitutes
an admission by any Party regarding any claim or defense. The Parties agree that neither the existence of this Agreement nor the
terms of this Agreement shall be used in any manner by a Party in any future action or proceeding as evidence of the rights, duties,
or obligations of any Party, except in an action to enforce the terms of this Agreement or as otherwise provided in this Agreement.


 


1.4       Parties
to Bear Own Costs and Fees. Each Party shall bear its own costs and attorneys’ fees incurred in the Action.


 


2.0       RELEASE


 


2.1       Release
Of Defendants. Other than for breaches of this Agreement, and except as reserved in Section 2.6 below, Plaintiffs irrevocably
release and forever discharge Defendants and each of their respective officers, directors, employees, shareholders, independent
contractors, agents, members, predecessors, successors, subsidiaries, affiliates, assigns, and attorneys from all claims, counterclaims,
answers, cross-claims, any judicial, administrative or other proceedings of any kind in any jurisdiction, actions, causes of action,
costs, damages, debts, reserves, demands, expenses, liabilities, losses, obligations, proceedings, and suits of every kind and
nature, liquidated or unliquidated, fixed or contingent, in law, equity, or otherwise, whether asserted or unasserted, whether
presently known or unknown, whether anticipated or unanticipated, and whether direct or derivative, that Plaintiffs ever had,
now have or hereafter may acquire against Defendants, whether known or unknown, on account of any action, inaction, matter, thing,
or event, that occurred or failed to occur at any time in the past, from the beginning of time through and including the Effective
Date, arising out of or related to the Action, the facts underlying the Action and all claims alleged or that could have been
alleged in the Action.


 


2.2       Release
Of Plaintiffs. Other than for breaches of this Agreement, and except as reserved in Section 2.6 below, Defendants irrevocably
release and forever discharge Plaintiffs and each of their respective officers, directors, employees, shareholders, independent
contractors, agents, members, predecessors, successors, subsidiaries, affiliates, assigns, and attorneys from all claims, counterclaims,
answers, cross-claims, any judicial, administrative or other proceedings of any kind in any jurisdiction, actions, causes of action,
costs, damages, debts, demands, expenses, liabilities, losses, obligations, proceedings, and suits of every kind and nature, liquidated
or unliquidated, fixed or contingent, in law, equity, or otherwise, whether asserted or unasserted, whether presently known or
unknown, whether anticipated or unanticipated, and whether direct or derivative, that Defendants ever had, now have or hereafter
may acquire against Plaintiffs, whether known or unknown, on account of any action, inaction, matter, thing, or event, that occurred
or failed to occur at any time in the past, from the beginning of time through and including the Effective Date, arising out of
or related to the Action and all claims alleged by Plaintiffs in the Action.


 






    	 	1	 



     


    

 


2.3       Third-Party
Beneficiaries. The third parties being released in Paragraphs 2.1 and 2.2 are expressly agreed to be third-party beneficiaries
of this Agreement.


 


2.4       Waiver
of Statutory Provisions. The Parties understand and assume the risk that, after the execution of this Agreement, they may
suffer material injury, loss, damage, costs, attorneys’ fees, or expenses that are related to the released claims, or that
are unknown and unanticipated at the time this Agreement was executed. The Parties expressly waive any statutory provision or
common law rule that provides that a release does not extend to claims that the Party does not know or expect to exist at the
time of executing the release, which if known by it, would have materially affected the settlement. In particular, each Party
expressly waives the provisions of California Civil Code Section 1542 (and any other law of similar effect in any jurisdiction),
which provides that:


 


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.


 


2.5       No
Assignment of Claims. Each Party represents and warrants that it owns all right, title, and interest in every claim that it
purports to release, and that it has not sold, assigned, transferred, hypothecated, pledged, encumbered, or otherwise disposed
of, in whole or in part, voluntarily or involuntarily, any of those claims.


 


2.6      Reservation
of Claims. Nothing contained in this Agreement shall constitute a release by any Party of any claims, counterclaims, answers,
cross-claims, any judicial, administrative or other proceedings of any kind in any jurisdiction, actions, causes of action, costs,
damages, debts, demands, expenses, liabilities, losses, obligations, proceedings, and suits of every kind and nature, liquidated
or unliquidated, fixed or contingent, in law, equity, or otherwise, whether asserted or unasserted, whether presently known or
unknown, whether anticipated or unanticipated, and whether direct or derivative such Party has or may have against Process America,
Inc., Keith Phillips, Kim Ricketts, or Craig Rickard (collectively, “Process America Claims”) all of which Process
America Claims are hereby expressly reserved.


 






    	 	2	 



     


    

 


3.0       GENERAL
PROVISIONS


 


3.1       Jurisdiction
and Governing Law. The Parties agree that the Supreme Court of the State of New York, County of Queens shall retain jurisdiction
to enforce this Agreement. Each Party consents to the personal jurisdiction of that Court for such purposes. This Agreement shall
be interpreted in accordance with the laws of the State of New York, without giving effect to the choice-of-law rules of the State
of New York.


 


3.2       Mistake.
In entering and making this Agreement, the Parties assume the risk of any mistake of fact or law, and any such mistakes shall
not be grounds for seeking rescission or otherwise attacking the validity of this Agreement. This Agreement is final and binding
on the Parties regardless of any mistake of fact or law.


 


3.3       Entire
Agreement. This Agreement constitutes the entire understanding and agreement between Plaintiffs, on the one hand, and Defendants,
on the other hand, with respect to the subject matter of this Agreement and, as such, supersedes any prior understandings, agreements,
representations, warranties, promises or covenants between Plaintiffs and Defendants, written or oral. The express terms of this
Agreement control and supersede any course of performance or usage of the trade that may be inconsistent with any of the terms
contained in this Agreement. This Agreement shall not be amended, modified, altered or otherwise changed, except in writing, signed
by all Parties hereto, and expressly stating that it is an amendment of this Agreement.


 


3.4       No
Waiver. Any failure to enforce any of the terms and/or conditions of this Agreement by any Party shall not constitute a waiver
of such Party’s right(s) to assert any of the terms and/or conditions of this Agreement, including any term or condition
that such Party failed to enforce.


 


3.5       Severability.
The Parties understand and agree that in the event that any provision of this Agreement is declared by any court, arbitrator or
administrative agency of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.


 






    	 	3	 



     


    

 


3.6       Successors,
Assigns and Beneficiaries. This Agreement shall be binding on and inure to the benefit of the Parties and their respective
parents, affiliates, subsidiaries, officers, directors, partners, employees, heirs, conservators, successors, devisees, and assigns.


 


3.7       Authority.
Each person signing this Agreement represents and warrants that he or she is authorized to execute this Agreement on behalf of
the Party for whom he or she signs.


 


3.8       Further
Acts. The Parties agree to perform any further acts and execute and deliver any further documents that may be reasonably necessary
to carry out this Agreement.


 


3.9       Representation
By Counsel. The Parties represent that they have been represented by counsel in the negotiation and execution of this Agreement.


 


3.10     No
Rule of Strict Construction. The headings of this Agreement are intended for convenience only, and shall not affect the interpretation
of its provisions. This Agreement shall be construed as jointly drafted and shall not be construed against a Party on the ground
that the Party drafted this Agreement.


 


3.11     Counterparts.
This Agreement may be executed in one or more counterparts, each of which, when so executed, shall be deemed to be an original
and all of which taken together shall constitute one Agreement. Electronic signatures shall be treated as originals.


 






    	 	4	 



     


    

 


IN
WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective as of the Effective Date.





 


	Elite
    Legacy Education, Inc.,	Rich
    Dad Education, LLC
	f/k/a Tigrent
    Group Inc.	
	 	 
	/s/ James
    E. May	/s/ James
    E. May
	Signature	Signature
	 	 
	James E. May	James E. May
	Printed
    Name	Printed
    Name
	 	 
	Exec. VP & Gen. Counsel	Exec. VP & Gen. Counsel
	Title	Title
	 	 
	10/25/17	10/25/17
	Date	Date




 


Tigrent
Enterprises, Inc.


 


/s/ James
E. May


Signature


 


James
E. May


Printed
Name


 


Exec. VP & Gen. Counsel


Title


 


10/25/17


Date


 






    	 	5	 



     


    

 


	Cynergy Holdings, LLC	BMO Harris Bank, N.A.




 


	/s/ John V. Priore	/s/ Megan S.Webster
	Signature	Signature
	 	 
	John V. Priore	Megan S. Webster
	Printed
    Name	Printed
    Name
	 	 
	President & CEO	Associate General Counsel & Vice President
	Title	Title
	 	 
	10/25/17	October 25, 2017
	Date	Date




 


Moneris
Solutions, Inc.


 


/s/ Bryan A. Jacobs


Signature


 


Bryan A. Jacobs


Printed
Name


 


Assistant Secretary


Title


 


10/30/17


Date





 






    	 	6	 



     


    

 


	Bank
    of America, N.A.	BA
    Merchant Services, LLC




 


	/s/ James Ciccone	/s/ JoAnn Carlton
	Signature	Signature




 


	James Ciccone	JoAnn Carlton
	Printed
    Name	Printed
    Name




 


	Associate General Counsel	EVP
	Title	Title




 


	October 25, 2017	10/30/17
	Date	Date




 






    	 	7	 



     


    

 


EXHIBIT
A


 


SUPREME
COURT OF THE STATE OF NEW YORK

COUNTY OF QUEENS


 


	TIGRENT
        GROUP INC., RICH DAD EDUCATION, LLC, and TIGRENT ENTERPRISES INC.,

                                                                                           

        Plaintiffs,

         

        v.

         

        CYNERGY
        HOLDINGS, LLC, BANK OF AMERICA, N.A., BA MERCHANT SERVICES, LLC, BMO HARRIS BANK, N.A., and MONERIS SOLUTIONS, INC.

         

        Defendants.
	Index
        No. 703951/2013

         

        Assigned
        to Honorable

        Marguerite A. Grays

         

         



 


STIPULATION
OF DISMISSAL WITH PREJUDICE


 


The
parties have resolved their dispute and jointly stipulate to the entry of an order dismissing this action with prejudice. The
parties agree that each shall bear its own attorneys’ fees and expenses. The parties request that this Court retain jurisdiction
to enforce the Settlement Agreement between the parties.


 






    	 	8	 



     


    

 


[PROPOSED]
ORDER OF DISMISSAL


 


Pursuant
to stipulation of the parties, the Court dismisses this action with prejudice. Each party shall bear its own attorneys’
fees and expenses. This Court shall retain jurisdiction to enforce the Settlement Agreement between the parties.


 


SO
ORDERED this ___ day of _____________________, 2017.


 





	 	 	
	 	 	Honorable
Marguerite A. Grays



  






    	 	9	 



     


    

 


EXHIBIT
B


 


SUPREME
COURT OF THE STATE OF NEW YORK


APPELLATE
DIVISION: SECOND JUDICIAL DEPARTMENT


 


	Tigrent
    Group Inc.,	:




	Rich
    Dad Education, LLC and	:
    




	Tigrent
    Enterprises, Inc.,	:
    Appellate Division Docket No. 2016.6009




 


	Plaintiffs-Respondents,	:




 


	-
    against –	:
    Supreme Court Index No. 703951/2013




 


	Cynergy
    Holdings, LLC,	:




	BMO
    Harris Bank, N.A., and	:
    STIPULATION OF WITHDRAWAL




	Moneris
    Solutions, Inc.,	:  OF
APPEAL




 


	Defendants-Respondents,	:




 


	Bank
    of America, N.A. and	:




	BA
    Merchant Services, LLC,	:




 


	Defendants-Appellants.	:




	 	 




	Tigrent
    Group Inc.,	:




	Rich
    Dad Education, LLC and	:




	Tigrent
    Enterprises, Inc.,	:
    Appellate Division Docket No. 2016.6012




 


	Plaintiffs-Respondents,	:




 


	-
    against –	:
    Supreme Court Index No. 703951/2013




 


	Cynergy
    Holdings, LLC,	:




	BMO
    Harris Bank, N.A., and	:
    STIPULATION OF WITHDRAWAL




	Moneris
    Solutions, Inc.,	:OF
    APPEAL




 


	Defendants-Appellants,	:




 


	Bank
    of America, N.A. and	:




	BA
    Merchant Services, LLC,	:




 


	Defendants-Respondents.	:
	 	:







 


The
attorneys for the parties to the above-captioned appeals do hereby jointly stipulate to the withdrawal of said appeals without
costs or disbursements to any party.


 






    	 	10	 



     


    

 


	Park
    Jensen Bennett LLP	Fox
    Rothschild LLP




 


	By:		 	By:	




	 	Steven
    Bennett, Esq.	 	David
    H. Colvin, Esq.
	 	40
    Wall Street, 41st Fl.	 	2000
    Market Street, 20th Fl.
	 	New
    York, NY 10005	 	Philadelphia,
    PA 19103
	 	 	 	 
	 	Attorneys
    for Plaintiffs-	 	Attorneys
    for Defendants-Appellants
	 	Respondents	 	Bank
    of America, N.A. and
	 	 	 	BA
    Merchant Services, LLC







Perkins
Coie LLP


 







	By:	 	 
	 	Howard R. Cabot,
    Esq.	 
	 	30 Rockefeller Plaza	 
	 	22nd Floor	 
	 	New York, NY 10112	 
	 	 	 
	 	Attorneys for
    Defendants-Appellants	 
	 	Cynergy
        Holdings, LLC, 

        BMO
        Harris Bank, N.A., and

        Moneris
        Solutions, Inc.
	 




 


 


11