Legacy Education Alliance, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 28th, 2016 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [DATE] by and between Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), and the undersigned individual (“Indemnitee”).

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Form of Warrant
Warrant Agreement • March 12th, 2021 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), having its principal place of business at 1490 N.E. Pine Island Road, Suite 5D, Cape Coral, FL 33909, up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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10% CONVERTIBLE DEBENTURE DUE [___]
Convertible Security Agreement • August 25th, 2022 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), having its principal place of business at 1490 N.E. Pine Island Road, Suite 5D, Cape Coral, FL 33909 designated as its 10% Convertible Debenture due [___] (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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Contract
Securities Purchase Agreement • July 17th, 2014 • Priced in Corp. • Services-computer processing & data preparation • New York

SECURITIES PURCHASE AGREEMENT, dated as of July 3, 2014 (the “Agreement”), among CAPTAIN’S CREW LLC, a Rhode Island limited liability company with offices located at 154 Thames Street, Newport, Rhode Island 02840 (the “Buyer”); and YUKON INDUSTRIES, LTD., a Nevis corporation with offices located at Ram's Office Complex, Stoney Grove, Box 822 Charlestown, Nevis, St. Kitts & Nevis, West Indies (the “Seller Representative”) as representative of the sellers identified in Schedule A hereto (each a “Seller” and collectively the “Sellers”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2020 • Legacy Education Alliance, Inc. • Services-educational services • Florida

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 18 day of March__, 2019 (the “Effective Date”), by and between LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation, with an address of 1612 E. Cape Coral Parkway, Cape Coral, FL 33904 (the “Company”) and Vanessa Guzmán-Clark (the “Executive”).

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TALENT ENDORSEMENT AGREEMENT
Talent Endorsement Agreement • February 11th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • England and Wales

THIS SUPPLEMENTAL AGREEMENT is made as of this _____ day of ______________ 2013 by and between Tigrent Learning UK Limited of Boston House, 69 — 75 Boston Manor Road, Brentford, Middlesex, TW8 9.1J (“Company”) and Celebrity Speakers of 90 High Street, Burnham, Buckinghamshire, SL1 7JT (“CSA”) agent for Robbie Fowler (“Talent”) in his individual capacity or his duly appointed Representative (collectively the “Parties”).

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Exhibit C (Form of Guaranty) UNCONDITIONAL GUARANTY AGREEMENT
Guaranty Agreement • September 2nd, 2021 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS UNCONDITIONAL GUARANTY AGREEMENT (“Guaranty Agreement” or “Guaranty”) is dated as of the 27th day of August 2021, by___________, a ______, its successors and/or assigns (the “Guarantor”); to and for the benefit of GLD Legacy Holdings, LLC, a Delaware limited liability company, its successors and/or assigns (the “Holder”).

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RICH DAD OPERATING COMPANY, LLC LICENSE AGREEMENT
License Agreement • February 11th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • Arizona

This Rich Dad Operating Company, LLC License Agreement (this "Agreement") by and between Rich Dad Operating Company, LLC, a Nevada limited liability company ("Licensor") and Tigrent Inc., a Colorado corporation (the "Licensee"), is entered into as of September 1, 2013 (the "Effective Date").

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LEGACY EDUCATION ALLIANCE, INC. and VSTOCK TRANSFER, LLC as Rights Agent Rights Agreement Dated as of February 16, 2017 RIGHTS AGREEMENT
Rights Agreement • February 17th, 2017 • Legacy Education Alliance, Inc. • Services-educational services • Nevada
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COMMON STOCK PURCHASE WARRANT LEGACY EDUCATION ALLIANCE, INC.
Security Agreement • August 31st, 2023 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, in connection with the issuance of the promissory note in the principal amount of $[●] to the Holder (as defined below) of even date (the “Note”), [●] (including any permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Uplist Offering (as defined in the Purchase Agreement (as defined below)), to purchase from LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation (the “Company”), [●] shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated the Issuance Date, by and among the Company and the Holder (

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 31st, 2023 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of [●], 2023, is entered into by and between LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation, with headquarters located at 1490 NE Pine Island Rd. Suite 5D, Cape Coral, FL 33909 (the “Company”), and the buyer identified on the signature pages hereto (the “Buyer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 3rd, 2023 • Legacy Education Alliance, Inc. • Services-educational services • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 9th day of March 2021 (the “Effective Date”), by and between LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation, with an address of 1490 N.E. Pine Island Road, Suite SD, Cape Coral, FL 33909 (the “Company”) and Barry Kostiner (the “Employee”).

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ROYALTY PAYMENT AGREEMENT
Royalty Payment Agreement • February 11th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • Colorado

This Royalty Payment Agreement (this “Agreement”) is made as of the 15th day of March 2013 (the “Effective Date”) between Tigrent Inc., a Colorado corporation (the “Company”), and Rich Dad Operating Company, LLC, a Nevada limited liability company (“Holder”).

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Settlement Agreement, Release And Amendment to License Agreement
Settlement Agreement, Release and Amendment to License Agreement • February 11th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • Arizona

This Settlement Agreement, Release and Amendment to License Agreement (“Agreement”) is made by and between (1) Tigrent Inc., a Colorado corporation (“Tigrent”) on the one hand, and (2) Rich Dad Operating Company, LLC, a Nevada limited liability company (“RDOC”), Robert Kiyosaki, in his individual capacity (“R. Kiyosaki”), Darren Weeks, in his individual capacity (“Weeks”), and 1780341 Alberta Ltd., d/b/a Rich Dad:Global Entrepreneurs Organization or Rich Dad GEO (“RD:GEO”) on the other hand. Tigrent, RDOC, R. Kiyosaki, Weeks and RD:GEO are collectively referred to as the “Parties” and individually as a “Party.” This Agreement shall be effective as of April 22, 2014 (“Effective Date”) when executed by all Parties.

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LEGACY EDUCATION ALLIANCE, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK
Warrant Agreement • March 23rd, 2023 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS CERTIFIES THAT, for value received, [ ] (together with its successors and assigns, the “Holder”), commencing on the Uplisting (as defined in Section 1.1) (the “Date of Exercise”), is entitled to purchase, subject to the conditions set forth below, at any time and from time to time, in whole or in part, during the Exercise Period (as defined in Section 1.3), that number of fully paid and non-assessable shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), that is not more than the Warrant Share Number (as defined in Section 1.1), subject to the further provisions of this Warrant, at the Warrant Exercise Price (as defined in Section 1.2).

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TERMINATION AGREEMENT
Termination Agreement • November 23rd, 2021 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

THIS TERMINATION AGREEMENT, dated as of November 17, 2021 (this “Termination Agreement”), by and between Legacy Education Alliance, Inc. (the “Company”), and NCW, LLC (“Buyer”).

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STOCK PURCHASE AND OPTION AGREEMENT
Stock Purchase and Option Agreement • November 23rd, 2021 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

THIS STOCK PURCHASE AND OPTION AGREEMENT (this “Agreement”), dated as of November 18, 2021 (the “Effective Date”), is entered into by and between Legacy Education Alliance, Inc. (“Company”), on the one hand, and Mayer and Associates LLC (“Buyer”), on the other hand.

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • November 1st, 2017 • Legacy Education Alliance, Inc. • Services-educational services • New York

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.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 20th, 2020 • Legacy Education Alliance, Inc. • Services-educational services • Florida

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 18th day of March 2020 (the “Effective Date”), by and between LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation, with an address of 1612 E. Cape Coral Parkway, Cape Coral, FL 33904 (the “Company”) and Vanessa Guzmán-Clark (the “Executive”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________ ___, 20__ by and among LEGACY EDUCATION ALLIANCE, INC. (the “Company”) and the parties listed on Schedule I hereto (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (as defined below).

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STOCK PURCHASE AND OPTION AGREEMENT
Stock Purchase and Option Agreement • October 21st, 2021 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

THIS STOCK PURCHASE AND OPTION AGREEMENT (this “Agreement”), dated as of October 15, 2021 (the “Effective Date”), is entered into by and between Legacy Education Alliance, Inc. (“Issuer” or “Company”), on the one hand, and NCW, LLC (“Buyer”), on the other hand.

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Supplement to Subscription Agreement
Supplement to Subscription Agreement • June 17th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • New York

This supplement to the Subscription Agreement (the “Supplement”) is made and entered into by and between Legacy Education Alliance, Inc. (the “Company”), and the investor named below (the “Investor”). The capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Offering Documents (as defined hereinafter). By execution of this Supplement, the Investor agrees as follows:

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ADDENDUM TO COMMERCIAL CONTRACT
Commercial Contract • August 14th, 2020 • Legacy Education Alliance, Inc. • Services-educational services

This Addendum amends and becomes a part of that certain Commercial Contract (the “Contract”) of even date between 1612 E. Cape Coral Parkway Holding Co., LLC, a Florida limited liability company (“Seller”) and Torstonbo Trust, a Florida revocable trust, through its undersigned trustee (“Buyer”). In consideration of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which the parties hereby acknowledge, Buyer and Seller hereby agree as follows:

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ASSUMPTION AGREEMENT
Assumption Agreement • March 30th, 2020 • Legacy Education Alliance, Inc. • Services-educational services

THIS ASSUMPTION AGREEMENT (this “Assumption”), dated as of the date indicated on the signature below, between Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (“Broadridge”) and Legacy Education Alliance, a Nevada corporation (the “Company”).

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SEPARATION AGREEMENT
Separation Agreement • August 14th, 2019 • Legacy Education Alliance, Inc. • Services-educational services • Florida

This Separation Agreement (“Agreement”) is made and entered into by and between Christian Baeza (“Executive”), and Legacy Education Alliance, Inc. on behalf of itself and its subsidiary and affiliated companies, and their respective successors and assigns (collectively “the Company”). Executive and the Company are collectively referred to as the Parties throughout this Agreement.

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Second Amendment to Commercial Contract (the “Second Amendment”)
Commercial Contract • September 29th, 2020 • Legacy Education Alliance, Inc. • Services-educational services

THIS SECOND AMENDMENT is made part of the Commercial Contract (the “Contract”), concerning the Property referenced above. Notwithstanding anything contained in the Contract, as previously amended, to the contrary:

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AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 10, 2014 by and among PRICED IN CORP., a Nevada corporation, Priced in CORP. subsidary, a Colorado corporation, TIGRENT Inc., a Colorado corporation, and LEGACY EDUCATION ALLIANCE HOLDINGS, INC., a...
Merger Agreement • November 10th, 2014 • Priced in Corp. • Services-computer processing & data preparation • New York

AGREEMENT AND PLAN OF MERGER, dated as of November 10, 2014 (this “Agreement”), by and among PRICED IN CORP., a Nevada corporation (“PRCD”), PRICED IN CORP. SUBSIDIARY, a Colorado corporation and a wholly-owned subsidiary of PRCD (“PRCD Sub”), TIGRENT INC., a Colorado corporation (“TIGE”), and LEGACY EDUCATION ALLIANCE HOLDINGS, INC., a Colorado corporation and a wholly-owned subsidiary of TIGE (“Holdings”).

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SECOND AMENDMENT TO RICH DAD OPERATING COMPANY, LLC LICENSE AGREEMENT
License Agreement • January 29th, 2018 • Legacy Education Alliance, Inc. • Services-educational services • Arizona

THIS SECOND AMENDMENT TO RICH DAD OPERATING COMPANY, LLC LICENSE AGREEMENT (“Amendment”) is entered into and shall be effective as of January 25, 2018 (“Amendment Effective Date”), by and between: (i) Rich Dad Operating Company, LLC, a Nevada limited liability company (“Licensor”); and (ii) Legacy Education Alliance Holdings, Inc., a Colorado corporation (“Licensee”) as successor in interest to Tigrent Inc.

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BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale, Assignment and Assumption Agreement • November 10th, 2014 • Priced in Corp. • Services-computer processing & data preparation

TIGRENT INC., a Colorado corporation (the "Assignor"), for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, subject to the terms and provisions of this Bill of Sale, Assignment and Assumption Agreement (this “instrument”) does hereby and with immediate effect grant, assign, sell, convey, transfer and deliver (“Transfer”), unto Legacy Education Alliance, Inc., a Colorado corporation, and its successors and assigns (the "Assignee") all of Assignor's right, title and interest in and to all of its assets, properties and rights of the Assignor of every type, character and description, whether real or personal, tangible or intangible, wherever situated in which the Assignor has any right, title or interest on and as of the date hereof, including without limitation all cash funds of the Assignor and all rights to receive cash funds after the date hereof OTHER THAN the assets and rights that are listed on Schedule I, attached hereto (collectively, th

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ASSIGNMENT OF EXECUTIVE EMPLOYMENT OF ANTHONY C. HUMPAGE
Assignment of Executive Employment • February 11th, 2015 • Legacy Education Alliance, Inc. • Services-educational services

Reference is made to that certain Executive Employment Agreement dated October 2013 by and between Tigrent Inc., a Colorado corporation, and Anthony C. Humpage (the “Executive”) (the “Contract”). Capitalized terms used in this Assignment of Executive Employment Agreement (this “Assignment”) that are not otherwise defined herein shall have the respective meanings described thereto in the Contract.

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TALENT ENDORSEMENT AGREEMENT
Talent Endorsement Agreement • May 12th, 2017 • Legacy Education Alliance, Inc. • Services-educational services • England and Wales

THIS AGREEMENT is made as of this 20th day of April , 2017 (“Effective Date”), by and between Tigrent Learning UK Limited, to include its parent, subsidiaries, affiliates and/or assigns, (“Company”) and Martin Roberts Enterprises Ltd (“Management”), for the provision of the services of Martin Roberts (“Talent”) (collectively the “Parties”).

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AMENDMENT TO RIGHTS AGREEMENT OF LEGACY EDUCATION ALLIANCE, INC. A Nevada Corporation
Rights Agreement • November 16th, 2018 • Legacy Education Alliance, Inc. • Services-educational services • Nevada

This AMENDMENT TO RIGHTS AGREEMENT is made and entered into as of November 12, 2018 (this “Amendment”), between Legacy Education Alliance, a Nevada corporation (the “Company”), and Vstock Transfer, LLC, a California limited liability company (the “Rights Agent”). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Rights Agreement, between the Company and the Rights Agent, dated as of February 16, 2017 (the “Rights Agreement”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 10th, 2014 • Priced in Corp. • Services-computer processing & data preparation • Florida

This AGREEMENT (this "Agreement") is made as of the____ day of October, 2013 (the "Effective Date"), by and between TIGRENT INC., a Colorado corporation, with an address of 1612 E. Cape Coral Parkway, Cape Coral, FL 33904 (the "Company") and ANTHONY C. HUMPAGE, an individual residing at _________________ (the "Executive").

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TALENT ENDORSEMENT AGREEMENT
Talent Endorsement Agreement • June 27th, 2017 • Legacy Education Alliance, Inc. • Services-educational services • England and Wales

THIS AGREEMENT is made as of this the 1st day of January 2015 by and between Tigrent Learning UK Limited of Parkshot House, 5 Kew Road, Richmond, Surrey, TW9 2PR (“Company”) and Mr. Robbie Fowler of ROBBIE FOWLER SPORTS PROMOTIONS LTD (“Talent”) in his individual capacity or his duly appointed Representative (collectively the “Parties”). IWKS will act as the “Talents” duly appointed Representative.

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License Agreement • November 13th, 2019 • Legacy Education Alliance, Inc. • Services-educational services
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