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.