Settlement Agreement and Mutual GeneralRelease

Exhibit 10.1

DEO Agreement No.: SA007

Settlement Agreement and Mutual General Release

THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (the “Settlement Agreement”) is made and entered into this 4th day of May, 2017 (the “Effective Date”), by and between the Florida Department of Economic Opportunity (“DEO”) and Palm Coast Data LLC (“Palm Coast”). DEO and Palm Coast are sometimes referred to collectively herein as the “Parties” and, each, as a “Party.”

Recitals

WHEREAS, Palm Coast and the State of Florida, Executive Office of the Governor’s Office of Tourism Trade and Economic Development (“OTTED”), the predecessor in interest to DEO, entered into the Quick Action Closing Funding Agreement, dated October 8, 2008 (as amended by the First Amendment to OTTED Agreement OT09-036, dated May 5, 2010, the “Funding Agreement”);

WHEREAS, pursuant to Chapter 2011-142, Laws of Florida, DEO is the successor in interest to OTTED and is lawfully permitted to pursue all claims and assessments owed to OTTED;

WHEREAS, on December 30, 2016, DEO filed a Complaint in the Second Judicial Circuit in and for Leon County, Florida seeking damages from Palm Coast for breach of contract, styled State of Florida Department of Economic Opportunity v. Palm Coast Data, LLC, Case No. 2017-CA-004 (the “Outstanding Litigation”); and

WHEREAS, the Parties deem it in their best interests to settle and resolve all disputes under, related to, arising from, or in any way connected with the Funding Agreement and to terminate the Funding 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:

DEO Agreement No.: SA007

DEO Agreement No.: SA007

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, other than the Outstanding Litigation, they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against the 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. DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected to the Funding Agreement dismissed and discontinued with prejudice. DEO shall promptly provide Palm Coast with evidence of its compliance with the prior sentence.

DEO Agreement No.: SA007

DEO Agreement No.: SA007

DEO Agreement No.: SA007

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[SIGNATURE PAGE TO FOLLOW]

DEO Agreement No.: SA007

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

DEO Agreement No.: SA007

Exhibit A

End of Exhibit A

DEO Agreement No.: SA007

Exhibit B

Guaranty Agreement of AMREP Corporation

DEO Agreement No.: SA007

Guaranty Agreement

THIS IS A GUARANTY OF PAYMENT WHICH IS ENFORCEABLE BY THE FLORIDA DEPARTMENT OF ECONOMIC OPPORTUNITY, ITS SUCCESSORS AND ASSIGNS. THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY OF PAYMENT.

THIS GUARANTY AGREEMENT (“Guaranty”) is made this 4th day of May, 2017 (the “Effective Date”), by AMREP Corporation, a for-profit corporation incorporated in the State of Oklahoma, with its principal executive offices at 620 West Germantown Pike, Suite 175, Plymouth Meeting, PA 19462 (“Guarantor”) for the benefit of the Florida Department of Economic Opportunity (“DEO”) and its successors and assigns. Guarantor and DEO are sometimes referred to collectively herein as the “Parties” and, each, as a “Party.”

Recitals

WHEREAS, Palm Coast Data LLC (the “Subsidiary Company”) is an indirect subsidiary of Guarantor;

WHEREAS, the Subsidiary Company and DEO have entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) dated as of the Effective Date; and

WHEREAS, pursuant to Section 5 of the Settlement Agreement, Subsidiary Company is obligated to provide DEO with this Guaranty.

Agreement

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and in order to induce DEO to enter into the Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby consent and agree as follows:

DEO Agreement No.: SA007

DEO Agreement No.: SA007

DEO Agreement No.: SA007

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[SIGNATURE PAGE TO FOLLOW]

DEO Agreement No.: SA007

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