Release Agreement, dated February 22, 2018, between the Florida Department of Economic Opportunity, Palm Coast Data LLC and AMREP Corporation

Exhibit 10.1

Release Agreement

THIS RELEASE AGREEMENT (the “Release Agreement”) is made and entered into this 22nd day of February, 2018 (the “Effective Date”), by and among the Florida Department of Economic Opportunity (“DEO”), Palm Coast Data LLC (“Palm Coast”) and AMREP Corporation (the “Guarantor”). DEO, Palm Coast and the Guarantor are sometimes referred to collectively herein as the “Parties” and, each, as a “Party.”

Recitals

WHEREAS, Palm Coast and DEO are parties to a Settlement Agreement and Mutual General Release, dated May 4, 2017 (the “Settlement Agreement”);

WHEREAS, the Guarantor and DEO are parties to a Guaranty Agreement, dated May 4, 2017 (the “Guaranty Agreement”); and

WHEREAS, Palm Coast desires to satisfy in full its obligations under the Settlement Agreement and DEO has agreed to accept the payment to be made by Palm Coast under this Release Agreement in satisfaction in full of Palm Coast’s obligations under the Settlement Agreement and the Guarantor’s obligations under the Guaranty Agreement.

Agreement

NOW, THEREFORE, the Parties, for and in consideration of the covenants, promises, undertakings and releases stated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby consent and agree as follows:

Each Party represents and warrants that it is the exclusive owner of the claims such Party is releasing in the prior paragraph and that, as of the Effective Date, such Party has not assigned, sold, transferred or otherwise conveyed those claims to any other person. Each Party represents and warrants that they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against any other Party or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, or any and all entities in which Palm Coast has had an interest, directly or indirectly under, related to, arising from, or in any way connected with the Funding Agreement (as defined in the Settlement Agreement), the Guaranty Agreement or Sections 1 through 5 of the Settlement Agreement.

If to DEO:

Office of the General Counsel

107 E. Madison Street, MSC 110

Tallahassee, Florida ###-###-####

Attention: General Counsel

If to PCD:

11 Commerce Boulevard

Palm Coast, Florida 32164

Attn: President

With a required copy to:

AMREP Corporation

620 West Germantown Pike, Suite 175

Plymouth Meeting, Pennsylvania 19462

Attention: President

If to Guarantor:

620 West Germantown Pike, Suite 175

Plymouth Meeting, Pennsylvania 19462

Attention: President

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IN WITNESS WHEREOF, the Parties have caused this Release Agreement to be duly executed by each of their duly authorized representative(s) on the dates hereinafter subscribed.