In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Example Input: EXHIBIT 4                                 AFFILIATE AGREEMENT                               -------------------

Physician Sales & Service, Inc. 4345 Southpoint Boulevard Jacksonville, Florida  32216

Attention:  Patrick C. Kelly             David A. Smith

Gentlemen:

     The undersigned is a shareholder of Gulf South Medical Supply, Inc. (GSMS), a corporation organized and existing under the laws of the State of Delaware, and will become a shareholder of Physician Sales & Service, Inc. (PSS), a corporation organized and existing under the laws of the State of Florida, pursuant to the transactions described in the Agreement and Plan of Merger, dated as of December 14, 1997 (the Agreement), by and among PSS, PSS Merger Corp. (Merger Corp.) and GSMS.  Under the terms of the Agreement, Merger Corp. will be merged into and with GSMS (the Merger), and the shares of the $.01 par value common stock of GSMS (GSMS Common Stock) will be converted into and exchanged for shares of the $.01 par value common stock of PSS (PSS Common Stock).  This Affiliate Agreement represents an agreement between the undersigned and PSS regarding certain rights and obligations of the undersigned in connection with the shares of PSS to be received by the undersigned as a result of the Merger.

     In consideration of the Merger and the mutual covenants contained herein, the undersigned and PSS hereby agree as follows:

     1.  Affiliate Status.  The undersigned understands and agrees that as to          ----------------                                                     GSMS he is an affiliate under Rule 145(c) as defined in Rule 405 of the Rules and Regulations of the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act), and the undersigned anticipates that he will be such an affiliate at the time of the Merger.

     2.  Initial Restriction on Disposition.  The undersigned agrees that he          ----------------------------------                                  will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock into which his shares of GSMS Common Stock are converted upon consummation of the Merger until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 (ASR 130 and 135) have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.

     3.  Covenants and Warranties of Undersigned.  The undersigned represents,          ---------------------------------------                               warrants and agrees that:

     (a) The PSS Common Stock received by the undersigned as a result of the    Merger will be taken for his own account and not for others, directly or    indirectly, in whole or in part.

     (b) PSS has informed the undersigned that any distribution by the    undersigned of PSS Common Stock has not been registered under the 1933 Act    and that shares of PSS Common Stock received pursuant to the Merger can only    be sold by the undersigned (1) following registration under the 1933 Act, or    (2) in conformity with the volume and other requirements of Rule 145(d)    promulgated by the SEC as the same now exist or may hereafter be amended, or    (3) to the extent some other exemption from registration under the 1933 Act    might be available.  The undersigned understands that PSS is under no                         ------------------------------------------------    obligation to file a registration statement with the SEC covering the    ---------------------------------------------------------------------    disposition of the undersigned's shares of PSS Common    -----------------------------------------------------

     Stock or to take any other action necessary to make compliance with an    ----------------------------------------------------------------------    exemption from such registration available.    ------------------------------------------

     (c) During the 30 days immediately preceding the Effective Time of the    Merger, the undersigned has not sold, transfered, or otherwise disposed of    his interests in, or reduced his risk relative to, any of the shares of GSMS    Common Stock beneficially owned by the undersigned as of the record date for    determination of shareholders entitled to vote at the Shareholders' Meeting    of GSMS held to approve the Merger.

     (d) The undersigned is aware that PSS intends to treat the Merger as a tax-    free reorganization under Section 368 of the Internal Revenue Code (Code)





   for federal income tax purposes.  The undersigned agrees to treat the    transaction in the same manner as PSS for federal income tax purposes.  The    undersigned acknowledges that Section 1.368-1(b) of the Income Tax    Regulations requires continuity of interest in order for the Merger to be    treated as tax-free under Section 368 of the Code. This requirement is    satisfied if, taking into account those GSMS shareholders who receive cash in    exchange for their stock, who receive cash in lieu of fractional shares, or    who dissent from the Merger, there is no plan or intention on the part of the    GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be    received in the Merger that will reduce such shareholders' ownership to a    number of shares having, in the aggregate, a value at the time of the Merger    of less than 50% of the total fair market value of the GSMS Common Stock    outstanding immediately prior to the Merger. The undersigned has no    prearrangement, plan or intention to sell or otherwise dispose of an amount    of his PSS Common Stock to be received in the Merger which would cause the    foregoing requirement not to be satisfied.

     4.  Restrictions on Transfer.  The undersigned understands and agrees that          ------------------------                                               stop transfer instructions with respect to the shares of PSS Common Stock received by the undersigned pursuant to the Merger will be given to PSS's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

   The shares represented by this certificate were issued pursuant to a    business combination which is accounted for as a pooling of interests and    may not be sold, nor may the owner thereof reduce his risks relative thereto    in any way, until such time as PSS, Inc. (PSS) has published the financial    results covering at least 30 days of combined operations after the effective    date of the merger through which the business combination was effected.  In    addition, the shares represented by this certificate may not be sold,    transferred or otherwise disposed of except or unless (1) covered by an    effective registration statement under the Securities Act of 1933, as    amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued    to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the                            ---                                                  case of shares issued to an individual who is an affiliate of PSS) of the    Rules and Regulations of such Act, or (3) in accordance with a legal opinion    satisfactory to counsel for PSS that such sale or transfer is otherwise    exempt from the registration requirements of such Act.

Such legend will also be placed on any certificate representing PSS securities issued subsequent to the original issuance of the PSS Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the PSS Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom.  Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met.  In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the PSS Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), PSS, upon the request of the undersigned, will cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by PSS of an opinion of its counsel to the effect that such legend may be removed.

                                     - 2 -

       5.  Understanding of Restrictions on Dispositions.  The undersigned has          ---------------------------------------------                       carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his ability to sell, transfer, or otherwise dispose of the shares of PSS Common Stock received by the undersigned, to the extent he believes necessary, with his counsel or counsel for GSMS.

     6.  Filing of Reports by PSS.  PSS agrees, for a period of three years          ------------------------                                           after the effective date of the Merger, to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of PSS Common Stock issued to the undersigned pursuant to the Merger.

     7.  Transfer Under Rule 145(d).  If the undersigned desires to sell or          --------------------------                                         otherwise transfer the shares of PSS Common Stock received by him in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the transfer agent for PSS Common Stock together with such additional information as the transfer agent may reasonably request.  If PSS's counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), PSS shall cause such counsel to provide such opinions as may be necessary to PSS's Transfer Agent so that the undersigned may complete the proposed sale or transfer.

     8.  Acknowledgments.  The undersigned recognizes and agrees that the          ---------------                                                  foregoing provisions also apply to all shares of the capital stock of GSMS and PSS that are deemed to be beneficially owned by the undersigned pursuant to applicable federal securities laws, which the undersigned agrees may include,





without limitation, shares owned or held in the name of (i) the undersigned's spouse, (ii) any relative of the undersigned or of the undersigned's spouse who has the same home as the undersigned, (iii) any trust or estate in which the undersigned, the undersigned's spouse, and any such relative collectively own at least a 10% beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity, and (iv) any corporation or other organization in which the undersigned, the undersigned's spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest.  The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

     9.  Miscellaneous.  This Affiliate Agreement is the complete agreement          -------------                                                      between PSS and the undersigned concerning the subject matter hereof.  Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or such other address as shall be furnished in writing by the parties.  This Affiliate Agreement shall be governed by the laws of the State of Delaware.

                                     - 3 -

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ William W. McInnes                                ___________________________                               Signature

                              William W. McInnes                                  ___________________________                               Print Name                                                              116 30th Avenue S                               ____________________________                                 Nashville, TN 37212                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Edward Shulman                                ___________________________                               Signature

                              Edward Shulman                                 ___________________________                               Print Name                                                              5909 Dalecross CT                               ____________________________                                 Glen Allen, VA 23060                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]





                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Donna C.E. Williamson                               ___________________________                               Signature

                              Donna C.E. Williamson                               ___________________________                               Print Name                                                                                             ____________________________                                                                ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               - 4 -

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ David L. Bogetz                               ___________________________                               Signature

                              David L. Bogetz                                 ___________________________                               Print Name                                                                                             ____________________________                                                                ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:





                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Melvin L. Hecktman                                ___________________________                               Signature

                              Melvin L. Hecktman                               ___________________________                               Print Name                                                              530 Waters Edge Ct                               ____________________________                                 Northbrook, IL 60062                               ____________________________                               Address

                              [add below the signatures of all registered owners                               of shares deemed beneficially owned by the                               affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Thomas G. Hixon                               ___________________________                               Signature

                              Thomas G. Hixon                                 ___________________________                               Print Name                                                              165 Butler Drive                               ____________________________                                 Ridgeland, MS 39154                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________





                              Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Steve Richardson                                ___________________________                               Signature

                              Steve Richardson                                ___________________________                               Print Name                                                              194 Sunsan Road                               ____________________________                                 Madison, MS 39116                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Guy W. Edwards                                ___________________________                               Signature

                              Guy W. Edwards                                  ___________________________                               Print Name                                                              567 Arbor Drive                               ____________________________                                 Madison, MS 39110                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:





                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Stanton Keith Pritchard                                ___________________________                               Signature

                              Stanton Keith Pritchard                               ___________________________                               Print Name                                                              #3 Abbey Nord                               ____________________________                                 Jackson, MS 39216                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Louie Vaughan                               ___________________________                               Signature

                              Louie Vaughan                                  ___________________________                               Print Name                                                              318 Woodrun Drive                               ____________________________                                 Ridgeland, MS 39157                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:





AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-
Example Output: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

Example Input: Exhibit 10.18 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. REAL ESTATE EDUCATION TRAINING PROGRAM DEVELOPMENT AGREEMENT This Real Estate Education Training Program Development Agreement (this Agreement) by and between T&B Seminars, Inc., a California corporation f/s/o Tarek El Moussa (T&B) and Legacy Education Alliance Holdings, Inc., a Colorado corporation (LEA), is entered into as of 12-23-2019 , 2019 (the Effective Date). WHEREAS, LEA is in the business of marketing, sales and distribution (including e-distribution) of any in-person product or service offerings in real estate investing strategies and techniques, asset protection, and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, and related product or services; WHEREAS, T&B owns or has the right to license certain intellectual property associated with Tarek El Moussa: WHEREAS, T&B and LEA wish to conduct business to develop and operate a Tarek's Real Estate 101 branded seminar style education business that uses, among other things, the names, images, and likenesses of Tarek El Moussa to market and sell customers real estate investing oriented education products. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: 1. Definitions. Capitalized words and phrases used in this Agreement that are not otherwise defined herein shall have the meanings set forth below: 1.2. The term Affiliate means an entity controlling, controlled, or under common control with a party. For these purposes, control means: (a) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise; or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of an entity. 1.2. The term Business means a branded real estate seminar style education business that uses the Licensed Intellectual Property, including a to-be-determined trademark for the Business, to market and sell customers Products through any form of communication or media. 1.3 The term Cash Sales shall mean the gross cash proceeds actually received by LEA or T&B from the sale of Products to persons responding to a Business-branded marketing campaign conducted by LEA that uses any or any combination of Licensed Intellectual Property. Cash Sales shall exclude any merchant fees, taxes, shipping, refunds (e.g., returns, right of rescission, NSF checks, and credit card chargebacks), rebates, and bad debt

1

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 1.4. The term Confidential Information means any and all information which is not readily ascertainable by proper means and which derives economic value, actual or potential from not being generally known and which has been the subject of efforts that are reasonable under the circumstances to maintain its secrecy. All information relating to the products or operations of a party, which is provided to the other party, or to which the other party otherwise obtains access, pursuant to, or as a result of, this Agreement shall be treated as Confidential Information hereunder, except such information which the other party can clearly show: (a) at the time of this Agreement is publicly and openly known; (b) after the date of this Agreement becomes publicly and openly known through no fault of the other party; (c) comes into the other party's possession and lawfully obtained by the other party from a source other than from the party or a source deriving from the party, and not subject to any obligation of confidentiality or restrictions on use; or (d) is approved for release by written authorization of the other party 1.5 The term Customer Data means documents and other media (whether in human or machine-readable form) containing information, regarding customers and prospective customers. Without limiting the generality of the foregoing, the term Customer Data shall include customer lists and personally identifiable information about customers and prospective customers. 1.6 The term Educational Materials means all advertising and promotional materials, handouts, workbooks, presentations, manuals, software programs, and any other literature or material and other collateral items employed, provided, distributed, sold, or otherwise made available in connection with the Business, in any form of communication or media and whether or not in machine or human readable format. 1.7 The term Exclusive Field of Use means the marketing, sale and distribution (including e-distribution) of any in-person or remote (e.g., livestream of a live event, recording of a live event, and/or on-demand) service offerings in real estate investing strategies and techniques, asset protection, product and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, and related product or services. 1.8. The term Licensed Intellectual Property means individually, collectively or in any combination, T&B's copyrights (whether registered or not), including, without limitation, the Educational Materials and any and all copyrightable literary works and audio-visual works developed for use in the Business, trademarks and trade names (whether registered or unregistered) used in connection with the Business; as well as customer lists, concepts, developments, trade secrets, methods, systems, programs, improvements, data and information (whether in perceivable or machine-readable form), and works of authorship including, but not limited to the (a) the Licensed Marks and (b) the name, image, and likeness of the T&B Personality. 1.9. The term Licensed Marks The term Licensed Marks shall mean T&B's current and future trademarks, service marks, and trade dress used in connection with the Business.

2

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 1.10. The term Products shall mean any in-person remote (e.g., livestream of a live event, recording of a live event, and on-demand) product or service offerings in real estate investing strategies and techniques, asset protection, and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, as may be offered by LEA in the conduct of the Business and for which a fee is charged by LEA. 1.11. The term T&B Personality shall mean Tarek El Moussa. 1.12 The term Term shall mean an initial term of five years, automatically renewable thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term; provided, however, T&B shall have the right to terminate the license after the first year of the Term if LEA does not conduct the Business so as to meet the Cash Sales benchmarks set by the parties for years two through five of the Term, as set forth in Section 3.3, below. 2. Grant of License. 2.1 T&B hereby grants to LEA, and LEA hereby accepts from T&B, during the Term, the sole and exclusive worldwide right and license in and to the Licensed Intellectual Property, which right and license shall be limited to that which is necessary for LEA to (i) develop and create Educational Materials and (ii) develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein. 2.2 LEA has the right to modify the Licensed Intellectual Property and to create derivative works (the Derivative Works); provided that such Derivative Works may be used, copied, distributed, performed and/or displayed only in connection with the Business; and provided further that LEA will not distribute Products embodying the Derivative Works other than to end users for personal use only in connection with the Business, and not for sale, distribution or re-licensing by such end users. For the avoidance of doubt, T&B shall remain the owner of all right, title and interest in and to the Derivative Works from inception. 2.3 T&B and LEA shall promptly notify one another in writing of any alleged infringement of the Licensed Intellectual Property by a third party. Within fifteen (15) days of the receipt of such notice or such other period as may be agreed to by the parties, T&B and LEA shall meet and confer to formulate a strategy for resolving the alleged infringement. T&B and LEA (to the extent permitted by law) each shall have the right to institute an action against such third party based upon such infringement of the Licensed Intellectual Property. 2.4 Should either T&B or LEA commence a suit under the provisions of this Section 15, and thereafter elect to abandon the same, it shall give timely notice of the other party who may, if it so desires, continue to prosecute such suit. 2.5 T&B and LEA shall cooperate in any legal proceeding concerning an alleged infringement of the Licensed Intellectual Property. Each party shall, to the fullest extent reasonable, make its employees, records, and information available to the other party as relevant to the legal process.

3

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 3. Limitations, Restrictions and Covenants 3.1. During the Term, the LEA shall not use the Licensed Intellectual Property other than as permitted by this Agreement. 3.2. During the Term, T&B shall promptly disclose to LEA on an ongoing basis all additions, improvements, changes, replacements, or enhancements to T&B's Proprietary Rights not previously disclosed. 3.3 T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use. Further, during the Term, except as otherwise provided herein, neither T&B nor any of its Affiliates may (1) offer to sell or sell any product or service that is the same or similar to the Products in the Exclusive Field of Use, or (2) contact, solicit, or direct any person or entity to contact or solicit, any of the customers of (or customers set forth in the Customer Data) for the purpose of providing any products or services that are the same or similar to the Products; provided, however, that T&B, in its sole and absolute discretion, shall have the right to terminate this Agreement, including all rights and licenses granted to LEA herein, if and as of the date that any monthly Royalty Payment (as defined in 9.3, below) payable to T&B does not exceed the Minimum Guaranteed Royalty for six (6) consecutive months. 3.4. LEA may distribute goods and services embodying the Licensed Intellectual Property to end users for personal use only in connect with the Business, and for resale, distribution or re-licensing by such end users. 3.5 LEA acknowledges and agrees that, except as otherwise specifically provided for herein, this Agreement grants LEA no title or right of ownership in or to the Licensed Intellectual Property. LEA shall not at any time do or cause to be done any act, omission, or thing contesting or in any way impairing or tending to impair any part of T&B's right, title and interest in the Licensed Intellectual Property. 3.6 In the event LEA shall be deemed to have acquired any ownership rights in the Licensed Intellectual Property, the LEA shall assign, and agrees to execute all documents reasonably requested by T&B to assign, all such rights in the Licensed Intellectual Property to T&B or its nominee. 4. Conduct of the Business 4.1 LEA shall provide administrative and operational services for the conduct of the Business, including, marketing, event planning, sales, operations, information technologies, human resources, and class fulfillment. In consultation with T&B and subject to the licenses granted to LEA by T&B herein, LEA shall be responsible for branding the Business (including trademarks and trade dress) and creating and producing marketing collateral, sales presentations, course materials and other tangible work product and deliverables related to the conduct of the Business (collectively, Work Product).

4

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 4.2 LEA and T&B shall jointly own all jointly-created work product including, but not limited to, ideas, any and all concepts, designs, Customer Data (including client lists) generated through the conduct of the Business, programs, software, reports, or other intellectual property and tangible work product, produced for the Business , regardless of whether such were incorporated into or used by the Business (collectively Work Product), shall be and remain the joint property of LEA and T&B when produced provided, however, (i) to the extent LEA has contributed distinct and divisible work product to the Business during the Term (LEA Work Product), such LEA Work Product shall remain frozen for a period not to exceed 90 days, during which time T&B may acquire a license for the LEA Work Product by reimbursing LEA direct and verifiable costs LEA incurred in producing the LEA Work Product during the Term and (ii) to the extent T&B has contributed distinct and divisible work product to the Business during the Term (T&B Work Product), such T&B Work Product shall remain frozen for a period not to exceed 90 days, during which time LEA may acquire license for the T&B Work Product by reimbursing T&B direct and verifiable costs T&B incurred in producing the T&B Work Product during the Term. No license or right is granted hereunder at any time from LEA to T&B, or by T&B to LEA, whether expressly or by implication, estoppel or otherwise, arising out of or related to LEA Work Product or T&B Work Product, respectively. LEA shall be the owner of all LEA Work Product when created and T&B shall be the owner of all T&B Work Product when created. 5. Brand Development and Launch 5.1 T&B shall assist LEA in developing the Business as reasonably requested by LEA from time to time, including, but not limited to, assisting in the development of sales presentations and course materials and consultation with LEA's sales and marketing organization to ensure that they reflect T&B Personality's investing philosophy. T&B shall provide factual substantiation of T&B Personality's biography and investing success stories provided by T&B for use by LEA in the conduct of the Business. 5.2 The initial launch of the Business is contemplated to occur in four (4) major test markets (e.g. Los Angeles and New York MSAs), with a preview event being conducted in each of weeks 4, 5, 6 and 7 of calendar year 2020 and the associated basic event being held in each of weeks 7, 8, 9, and 10, respectively. To facilitate the effective launch of the Business, T&B shall assist LEA by providing the items listed in Schedule 1 attached to this Agreement and incorporated herein by reference. 6. Personal Appearances 6.1 T&B Personality shall make six (6) public appearances each year of the Term, including an appearance at LEA's annual Hall of Fame Symposium, for the purpose of promoting the Business, which appearances may include autograph sessions, book signings, appearances at LEA's workshops, seminars and symposiums with each such session not to exceed four (4) hours. LEA shall compensate T&B Personality the sum of [$●] plus first-class air and hotel accommodations for up to three (3) additional persons for each such appearance.

5

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 6.2 The parties may also conduct up to 10 big stage live events each year to market Products. LEA may request T&B Personality to appear at such events for not more than eight (8) hours each, subject to T&B Personality's availability. LEA shall compensate T&B Personality the sum of [$●] plus first-class air and hotel accommodations for up to three (3) additional persons for each such appearance. 7. New Product Development 7.1 Co-Developed Products. T&B and LEA shall meet and confer no less than quarterly to identify new Tarek's Real Estate 101 Product development, marketing and fulfillment initiatives, including, by way of example only, (i) mobile apps that provide investor resources and property evaluations, (ii) podcasts with T&B Personality that provide content to keep up to date with investing techniques and motivation, and (iii) tailored coaching programs and subscription services. The parties acknowledge that the development and fulfillment of such new Products may require substantial time and effort by the T&B Personality to fulfill such new Products such that the Marketing Royalty payable pursuant to V. B., above, is inadequate to compensate T&B Personality; therefore, in lieu of any other royalty, the parties shall share Cash Sales from the sale of such new Products as follows: [●%] to LEA [●%] to T&B 7.2 T&B Developed Products. In addition, T&B may independently develop Products to be marketed and sold by T&B and fulfilled by T&B. In lieu of any other royalty, the parties shall share Cash Sales from the sale of such independently developed T&B Products that are generated directly and independently by LEA as follows: [●%] to LEA [●%] to T&B 8. Confidentiality 8.1. Each party acknowledges the other's Confidential Information is unique and valuable and was developed or otherwise acquired by the other at great expense, and that any unauthorized disclosure or use of the other's Confidential Information would cause the other irreparable injury loss for which damages would be an inadequate remedy. The party agrees to hold such Confidential Information in strictest confidence, to use all efforts reasonable under the circumstances to maintain the secrecy thereof, and not to make use thereof other than in accordance with this Agreement, and not to release or disclose Confidential Information to any third party without the other's prior written consent, subject to a court order, or subject to a sublicense consistent with this Agreement and requiring the sublicensee to maintain the Confidential Information in strictest confidence, to use all efforts reasonable under the circumstances to maintain the secrecy thereof, not to make use thereof other than in accordance with the sublicense Agreement, and not to release or disclose Confidential Information to any third party without the other's prior written consent.

6

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 8.2. Each party further acknowledges that any violation of this Section 5 shall constitute a material breach of this License Agreement resulting in irreparable injury to the non-breaching party and agree that, in addition to any and all other rights available to the non-breathing party by law or by this Agreement, the non-breaching party shall have the right to have an injunction entered against the party to enjoin any further violations of this Agreement. 9. Royalties and Reporting 9.1. In consideration of the rights to be granted by T&B to LEA, LEA agrees to pay T&B: 9.1.1 Base Royalty. In consideration of the License granted and other good and valuable consideration provided by T&B to LEA, LEA shall pay to T&B a base royalty (Base Royalty) in the amount of [●%] of LEA's monthly Cash Sales for Cash Sales of up to [$●]. For monthly Cash Sales above [$●] and up to [$●] , the Base Royalty paid to T&B by LEA shall be [●%]of the LEA's Cash Sales. For monthly Cash Sales above [$●] and up to [$●] the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. For monthly Cash Sales above [$●] and up to [$●], the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. For monthly Cash Sales above [$●]the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. Payments will be made in U.S. Dollars. 9.1.2 Marketing Royalty: Marketing Royalty: In consideration of T&B Personality providing commercially reasonable, regular and periodic marketing support to LEA substantially in accordance with Schedule 2 attached to this Agreement and incorporated herein by reference, which LEA agrees to request and accept from T&B consistently during the Term, LEA will pay T&M a royalty in addition to the Base Royalty (Marketing Royalty) which shall be comprised of and calculated at [●%] of LEA's Cash Sales made from the sale of Products at live events and [●%] of LEA's Cash Sales made from the sale of Products at on-line webinars. For the avoidance of doubt, the Base Royalty and Marketing Royalty shall be cumulative and calculated independently, without overlap. Further, nothing herein shall be construed to enable LEA to refuse to accept reasonable, regular and periodic marketing support from T&B as a means to avoid paying T&B a Marketing Royalty. In the event, T&B offers, but LEA refuses to request or accept reasonable, regular and periodic marketing support from T&B during the Term, LEA shall continue to be obligated to pay T&B a Marketing Royalty as if such marketing support had been requested and accepted by LEA. 9.2 Minimum Guaranteed Royalty: In consideration of the exclusivity rights granted to LEA, commencing with the seventh (7t h) month of the Term and continuing each year of the Term thereafter, the minimum Royalties payable to T&B each month shall be the greater of the (i) applicable monthly Base Royalty and Marketing Royalty or (ii) $200,000. 9.3 Base Royalties and Marketing Royalties shall be paid monthly to T&M within 15 days after the end of the applicable month. Payments will be made in U.S. Dollars.

7

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 9.4. For each Base Royalty and Marketing Royalty payment (collectively, Royalty Payment), LEA shall render to T&B, a written statement, in such form as T&B may reasonably request, setting forth Cash Sales made during the period to which the Royalty Payment relates, and such other information as T&B may reasonably request to verify the Royalty Payments due hereunder. LEA shall keep such written records respecting Cash Sales as T&B may reasonably request so that Royalty Payments payable hereunder may be accurately determined and shall permit such records to be examined by T&B or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 9.5. LEA shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon LEA's use of the Licensed Intellectual Property in connection with the Business. 9.6 T&B ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ACTUAL, AVERAGE, PROJECTED OR FORECASTED SALES, PROFITS, ROYALTIES, OR EARNINGS HAVE BEEN MADE WITH RESPECT TO THE BUSINESS CONTEMPLATED BY THIS AGREEMENT. 10. Warranties and Representations. 10.1 T&B warrants and represents that: 10.1.1 It is a corporation duly organized, validly existing, and in good standing under the laws of the state of California with all requisite power and authority to execute, deliver and perform this Agreement. 10.1.2 All necessary actions on the part of T&B have been duly taken to authorize the execution, delivery, and performance of the Agreement by T&B. 10.1.3 This Agreement has been duly authorized, executed, and delivered by T&B, constitutes the legal, valid, and binding obligation of T&B and is enforceable in accordance with its terms. 10.1.4 It has the right to grant the licenses and enter into this Agreement without seeking the approval or consent of any third party and without payments to any third party. 10.1.5 There are no existing or threatened claims or proceedings by any entity relating to the Licensed Intellectual Property or challenging T&B's ownership of the same. 10.1.6 None of the Licensed Intellectual Property are subject to any outstanding order, decree, judgment, stipulation, written restriction, undertaking or agreement limiting the scope or use of the Licensed Intellectual Property or declaring any of it abandoned.

8

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 10.1.7 Licensed Intellectual Property, or any portion thereof, does not interfere with, infringe, or misappropriate, or violate the intellectual property right of any third party and T&B has not received any charge, complaint, claim, or notice alleging any such interference, infringement, misappropriation or violation nor does T&B have any knowledge that any such charge or claim may be forthcoming. 10.1.8 Any trade secrets comprising part of the Licensed Intellectual Property have been properly maintained as trade secrets. 10.2 LEA warrants and represents that: 10.2.1 It is a corporation duly organized, validly existing, and in good standing under the laws of the state of Colorado, with all requisite corporate power and authority to execute, deliver and perform this Agreement. 10.2.2 All necessary corporate proceedings of LEA have been duly taken to authorize the execution, delivery, and performance of the Agreement by LEA.] 10.2.3 This Agreement has been duly authorized, executed, and delivered by LEA, constitutes the legal, valid, and binding obligation of LEA and is enforceable in accordance with its terms. 10.2.4 This Agreement has been duly authorized, executed, and delivered by LEA, constitutes the legal, valid, and binding obligation of LEA and is enforceable in accordance with its terms. 10.2.5 There are no existing or threatened claims or proceedings by any entity against LEA that would impair LEA's ability to perform under this agreement. 10.2.6 That LEA will not contract with Christina Anstead during the Term. 11. Term and Termination. 11.1 The Term shall commence upon the Effective Date and shall continue for an initial term of five (5) years. The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term. 11.2 The Agreement may be terminated: (i) immediately by either party in the event of a breach of this Agreement by the other party that is susceptible of cure and such breach is not cured within the 30-day period after written notice of such breach to the breaching party. (ii) by either party, immediately, if the other party becomes insolvent, makes an assignment for the benefit of its creditors, or becomes the subject of any bankruptcy or insolvency proceedings, and such proceedings are not vacated within sixty (60) days of their initiation.

9

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (iii) by either party, if the other party ceases to do business. (iv) by LEA, immediately, in the event LEA is enjoined by a court of competent jurisdiction from using any of the Licensed Intellectual Property. (v) by LEA if the T&B Personality engages in illegal, immoral, or criminal conduct resulting in a felony conviction; or misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made. 11.3 Upon termination of the license hereunder, all rights and privileges in and to the Licensed Intellectual Property granted to the LEA herein shall automatically revert to T&B or its nominee, and the LEA shall immediately cease any use thereof. 11.4. LEA shall, for a period of six (6) months (Sell-Off Period) following the effective date of termination of the license granted by T&B hereunder, have the right to fulfill commitments made to customers during the Term. The provisions of this Agreement shall apply with full force and effect during the Sell-Off Period. Upon expiration of the Sell-Off Period, LEA shall immediately cease and desist from using or displaying any forms of advertising containing any of the Licensed Marks. 11.5 Sections 4.2; 8 (Confidentiality); 10 (Warranties and Representations); 12 (Indemnification); and 14 (Miscellaneous) hereof shall survive the expiration or early termination (for any reason) of this Agreement. 12. Indemnification. 12.1 Each party shall defend, indemnify and hold harmless the other party and their respective Affiliates and their respective officers, directors, agents, contractors, employees, successor, and assigns from and against all claims, demands or causes of action, as well as any and all damages, expenses, costs, interest and reasonable legal fees, including such fees incurred on appeal, in any way related to, arising out of or connected with a breach of the indemnifying party's representations, warranties or covenants under this Agreement. Without limiting the generality of the foregoing, LEA shall defend, hold harmless and indemnify T&B and T&B's agents and employees from and against any and all claims, demands, losses, disputes, causes of action or damages, including, without limitation, FTC actions or other regulatory actions, and/or attorneys' fees arising out of or relating to the promotion, distribution and/or sale of any financial education programs, products or services, including (but not limited to) live presentations, print advertising, radio advertising, direct mail, outbound calls, email marketing, affiliate marketing, online advertising, infomercials and other marketing methods, by or through LEA, In any instance to which such indemnities pertain, LEA shall obtain and maintain necessary insurance, including, without limitation, Commercial General Liability Insurance, including product liability insurance, trademark infringement, copyright infringement, defamation, contractual liability and personal and advertising injury liability insurance in an amount no less than ten million dollars ($10,000,000.00) per occurrence and ten million dollars ($10,000,000.00) aggregate combined single limit. T&B and Tarek El Moussa shall be named as an additional insured on such insurance and proof of such inclusion shall be provided to T&B.

10

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 12.2. EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES IN CONNECTION WITH CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF SECTION 9.1 OR A BREACH OF EITHER PARTY'S OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Independent Development. Nothing in this Agreement shall be construed as restricting LEA's right or ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for LEA, adult education products and services, or technology performing the same or similar functions as the adult education products and services, or technology contemplated by this Agreement, or to market or distribute such same or similar adult education products and services, or technology in addition to, or in lieu of, the adult education products and services, or technology contemplated by this Agreement including, whether in the conduct of the Business or otherwise. 14. Miscellaneous. 14.1 Waiver. The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either party may at any time demand strict and complete performance by the other party of said terms, covenants and conditions. 14.2 Notices. All notices and other written communications required to be given under this Agreement shall be in writing and shall be delivered to the addressee in person, mailed by registered or certified mail, return receipt requested, or by reputable overnight courier. Any such notice shall be deemed to be delivered, given and received for all purposes as of the date so delivered, if delivered personally, or, if sent by certified or registered mail, three days following the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, postage and charges prepaid. The addresses of the parties (until written notice of change shall have been given) shall be as follows: To T&B T & B Seminars, Inc. 4411 East La Palma Avenue Anaheim, CA 92807 With a copy to: Roger N. Behle, Jr., Esq. FOLEY BEZEK BEHLE & CURTIS, LLP 575 Anton Boulevard, Suite 710 Costa Mesa, CA 92626 To LEA: Legacy Education Alliance Holdings, Inc. 1612 E. Cape Coral Parkway Cape Coral, FL 33904 Attn: VP/Operations With a copy to: Legacy Education Alliance Holdings, Inc. 1612 E. Cape Coral Parkway Cape Coral, FL 33904 Attn: General Counsel

11

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 14.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 14.4 Further Documents. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 14.5 Entire Agreement. This Agreement, along with any attachments, exhibits, schedules and documents specifically referenced herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior communications, writings and other documents with regard thereto. No modification, amendment or waiver of any provision hereof shall be binding upon either party hereto unless it is in writing and executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance. 14.6 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between the parties. None of the provisions contained in this Agreement nor any acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship specified in this Agreement. 14.7 Severability. In the event any provision of this Agreement or the application of any provision shall be held by a tribunal of competent jurisdiction to be contrary to law, then, the remaining provisions of this Agreement shall be unimpaired, and the illegal, invalid or unenforceable provision shall be replaced by a provision, which, being legal, valid and enforceable, comes closest to the intent of the parties underlying the illegal, invalid or unenforceable provision. In any event, an illegal, invalid or unenforceable provision shall not affect the enforceability or the validity of the remaining terms or portions thereof, and each such unenforceable or invalid provision or portion thereof shall be severable from the remainder of this Agreement. 14.8 Cost of Enforcement. If a party commences any action at law or in equity, or for declaratory relief to secure or protect any rights under, or to enforce any provision of, this Agreement, then, in addition to any judgment, order, or other relief obtained in such proceedings, the prevailing party shall be entitled to recover from the losing party all reasonable costs, expenses, and attorneys' fees incurred by the party in connection with such proceedings, including, attorneys' fees incurred for consultation and other legal services performed prior to the filing of such proceeding.

12

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 14.9 No Assignment. Neither party may assign this Agreement without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without the other party's prior written consent in the event of a merger, acquisition, reorganization, change in control, or sale of substantially all of the assets or business of such assigning party. Any assignment in conflict with this provision shall be void. 14.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its provisions concerning the applicability of the laws of other jurisdictions, and specifically excluding the United Nations Convention on the International Sale of Goods. 14.11. Force Majeure. To the extent any event beyond the control of either party (such as an act of God, action of the elements, man-made or natural disaster, industry or supplier strike or other labor disturbance, or civil or military disturbance) shall prevent such party from performing any of its duties or obligations hereunder by the date provided or to be provided, the time for such performance shall be deemed extended for a period of time equivalent to the duration of such event; provided, however, that the party so prevented from performing must give prompt written notice to the other party of the nature of such event, the date when such event shall have taken place, and the date when the duration of such event shall have terminated; and further provided, however, that if performance shall be so prevented for a period of more than six months, the other party may terminate this Agreement by written notice of such termination, and thereafter neither party hereto shall be under any further liability or obligation to the other hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year written above. Legacy Education Alliance Holdings, Inc. T&B Seminars, Inc. By: /s/ James E. May By: /s/ Tarek El Moussa Name:James E. May Name:Tarek El Moussa Title: Chief Executive Officer Title: Owner

13

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Inducement As a material inducement for Legacy Education Alliance Holdings, Inc. . (LEA) to enter into the above Real Estate Education Training Program Development Agreement (the Agreement) with T&B Seminars, Inc. (T&B), I hereby represent, warrant, and agree as follows: 1. I have entered into an agreement with T&B requiring me to render services to T&B for at least the full term of the term of the Agreement and authorizing T&B to enter into the Agreement and to furnish my rights and services to LEA upon the terms, covenants, and conditions contained in the Agreement. 2. I am familiar with the terms, covenants, and conditions of the Agreement. I hereby consent to the terms and conditions of, and agree to perform all of the duties, obligations and services required of T&B Personality under the Agreement as if I had executed it directly as an individual. 3. I hereby confirm that T&B has been granted all of the rights granted by T&B to LEA under the Agreement and I hereby join in and confirm all grants, representations, warranties and agreements made by T&B under the Agreement. /s/ Tarek El Moussa Tarek El Moussa, an individual Date: 12-23-2019

14

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Schedule 1 Brand Development and Launch To facilitate the effective launch of the Business, T&B shall assist LEA by providing the following: o Approved Images § Minimum 5 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Videos § Minimum 3 Live Workshop Promotion · 1 30 second clip · 1 60 second clip · 1 3-minute video § Minimum 3 Online Workshop Promotion by topic · 1 30 second clip · 1 60 second clip · 1 3-minute video § Minimum 5 Nurturing/Event Reminder- Live and Online (10) · 1 Thank you for registering · 1 Workshop reminder/ content · 1 Motivational- Why/Purpose · 1 Call to action- Show up. Take action by doing. o What they'll learn/expectations · 1 Thank you for pursing education- post event § Video resolutions, formats and frame rates: (This also applies to future video specs) o 4K (3940x2160) o HDV (1440x1080) o HD (1920x1080) o HD (1280x720 minimum) · Containers/Format: o .MP4 (H.264, MPEG-4 Part 2, MPEG-2, MPEG-1) o .Mpg ( MPEG-1 part 1) o .AVI o .MTS (AVCHD) o .MOV § QuickTime Format: Cinepak, DV-NTSC, H.261, H.263, mpeg-4, Sorenson o NTSC preferred

15

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. · Frame Rate: o 24, 29.970, 50, 59.94 · All modern Phone Video is accepted above 720p resolution (Landscape mode preferred) o Approved Audio Recording Phrases § Save your Seat § Don't miss out on this event § Personal quotes or phrases o Approved Copy § Personal Story § 10 Motivational Quotes § Call to Action · Registration- Landing Page, Emails, Text and Mail · Attendance- Increase Attendance · Buyer- Next Steps · Motivation · Investing Content- Strategies & Designs · Copy of handwritten signature

16

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Schedule 2 Marketing Support Requirements Social Platforms Content- Monthly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § Minimum 5 Photos · Studio or in the field of Tarek o File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content o Personal Post § Minimum 1 social post on all platforms inviting people to events, products or services o Approval for Legacy to Repost Tarek's Social Media Content on all platforms Registration Landing Page Content- Quarterly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § 3 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content

17

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Email Invite Contact Method- Quarterly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § 3 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content 18

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020
Example Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Example Input: Exhibit 10.66

                             TRANSPORTATION CONTRACT

        Astana                                         January 31, 2000

                                    PREAMBLE

JSC NOC KazakhOil, hereinafter referred to as the Company, in the person of Executive Marketing Director Ms. A. M. Rakhimbekov, acting on the basis of the Power of Attorney (1) 1-13 dated January 3, 2000, on the one side and JSC Karakudukmunay, hereinafter referred to as the Principal in the person of General Director Mr. N. D. Klinchev and Financial Director Mr. R. Moore, acting on the basis of the Charter, on the other side, collectively referred to as the Parties, have entered into this Transportation Contract (the Contract) and hereby agree as follows:

                           1. SUBJECT OF THE CONTRACT

1.1  The Company, at the expense and on the instructions of the Principal, shall      arrange transportation for export in batches to the far abroad of crude oil      (Commodity) belonging to the Principal and shall provide such other      services in connection therewith as are provided in this Contract.

1.2  The volume of a batch of Commodity transported hereunder shall be      determined in accordance with the monthly schedules of transit and      distribution of Kazakhstany oil.

                        2. DEFINITIONS AND INTERPRETATION

2.1  As used in the Contract, the following terms have the meanings indicated:

Buyer means STASCO in its capacity as Buyer under the Offtake Agreement and any other person in its capacity as buyer under any Other Agreement.

Commodity is defined in item 1.1.

Company is defined in the Preamble to this Contract.

Contract is defined in the Preamble to this Contract.

CPC Blend means the blend of crude oil generally available at the CPC Terminal that complies with minimum specifications agreed by the Principal and STASCO pursuant to the Offtake Agreement.

CPC Pipeline means the pipeline being constructed by the Caspian Pipeline Consortium from the Tengiz field to Novorossiysk.

CPC Pipeline Operational Date means the last day of the month in which (i) the CPC Pipeline is completed, (ii) the Karakuduk Field is so connected with the CPC Pipeline (via pipeline, rail link, or otherwise) that Karakuduk Crude Oil can and will be evacuated to the CPC Terminal via the CPC Pipeline, (iii) the CPC Pipeline commences pumping commercial quantities of crude oil as determined by the Principal and STASCO pursuant to the Offtake Agreement, and (iv) if the CPC Pipeline is only transporting Commodity on a blend (as opposed to batch) basis, the Principal and STASCO have agreed on the specifications for CPC Blend pursuant to the Offtake Agreement.

CPC Terminal means the single buoy-mooring terminal being built by the Caspian Pipeline Consortium near Novorossiysk.

DAF has the meaning given to delivered at frontier in the Incoterms 1990.

Delivery Basis means (i) during the Principal Period, delivery of Commodity on terms of DAF Adamovo, DAF Fenyeshlitke, DAF Budkovce, FOB sea-port Odessa, FOB sea-port Novorossiysk, or FOB sea-port Ventspils, as applicable, and (ii) during the Secondary Period, delivery of Commodity on terms of FOB CPC Terminal, in each case in accordance with the route indicated in the monthly delivery schedules of the Company.

Delivery Date for a batch of Commodity means the date of execution of the last acceptance-delivery act/bill of lading for that batch of Commodity in accordance with item 4.1.vii.

Delivery Month means the period for delivery under the Offtake Agreement or the Other Agreement, as applicable.

Effective Date means the date of actual execution of this Contract by the Parties.

FOB has the meaning given to free on board in the Incoterms 1990.

Initial Term means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.





Karakuduk Crude Oil means Commodity produced from the Karakuduk Field or from such other field as the Principal and the Company may agree.

Karakuduk Field means the Karakuduk oil field in the Mangistau Oblast of the Republic of Kazakhstan as more particularly described in the Petroleum Contract and the License.

Offtake Agreement means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.

Offtake Agreement Effective Date means the effective date of and as defined in the Offtake Agreement.

Other Agreement means any agreement other than the Offtake Agreement pursuant to which the Principal sells Karakuduk Crude Oil.

Parties is defined in the Preamble to this Contract.

Petroleum Contract means that certain Agreement for Exploration, Development and Production of Oil in Karakuduk Oil Field in Mangistau Oblast of the Republic of Kazakhstan between the Ministry of Oil and Gas Industries of the Republic of Kazakhstan for and on behalf of the Government of the Republic of Kazakhstan and the Principal.

License means License No. MG#249 (Oil) dated 25 June 1995 (as subsequently amended) granted to the Principal by the Government of the Republic of Kazakhstan.

Principal is defined in the Preamble to this Contract.

Principal Period means the period from the Effective Date to the CPC Pipeline Operational Date.

REBCO means Commodity that satisfies the specifications of TU-39-1623-93 Russian oil delivered for export; Specifications for export to the far abroad.

                                       2

Secondary Period means the period from the CPC Pipeline Operational Date to the date of termination of this Contract (inclusive).

STASCO means Shell Trading International Limited acting through its agent Shell International Trading and Shipping Company Limited.

Tenge means official currency of the Republic of Kazakhstan.

2.2 In this Contract, unless the context otherwise requires:

i.   Headings are used for convenience only and do not affect the interpretation      of this Contract;

ii.  any expression, which means individual, includes any company, Partnership,      trust, joint venture, association, corporation, or other corporate      organization and vice versa;

iii. references to Articles and Sections, unless otherwise expressly provided in      this Contract, are references to articles and sections of this Contract;

iv.  except as otherwise expressly provided, any reference to a document      includes an amendment or supplement to, or replacement or renovation of,      that document;

v.   a reference to any Party to this Agreement and to any other document      includes that Party's legal successors and assigns;

vi.  words, which mean the singular, also include the plural and vice versa;

vii. the word including means including without limitation;

viii. a business day means a day (other than a Saturday or a Sunday) on which      banks are open for ordinary banking business in London;

ix.  tonne is a metric ton; and

x.   a year means a calendar year, a quarter means a calendar quarter, and a      month means a calendar month.

                                   3. QUALITY

3.1  Unless otherwise agreed by the Parties, the Principal shall at all times      deliver to the Company Karakuduk Commodity pursuant to this Contract. The      Company shall ensure that (i) during the Principal Period, the quality of      Commodity delivered at the relevant delivery point shall be REBCO, and (ii)      during the Secondary Period, the quality of Commodity delivered at the CPC      Terminal shall be Karakuduk Commodity for segregated batch deliveries or      shall be CPC Blend for deliveries for which segregated batch delivery is      not available.

4. OBLIGATIONS OF THE PARTIES

4.1  At all times during the term of this Contract, the Company shall:





(i)  Assist in obtaining required&sbsp;official export permissions (certificate of      origin of the Commodity at place the load output, customs declaration on      Commodity output) for release of the batch of Commodity being delivered      from the customs territory of the Republic of Kazakhstan;

                                       3

(ii) accept Karakuduk Commodity from the Principal at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) and arrange its      transportation for export in accordance with the Delivery Basis;

(iii) execute all customs formalities to carry out transit transportation of the      batch of Commodity through the territory of Russian Federation and the      countries of the C.I.S.;

(iv) procure sending of a route telegram to AK Transneft;

(v)  procure delivery of the indicated Commodity to the Buyer on the Delivery      Basis, less operating losses in transportation of the Commodity, that are      charged to the Principal's account;

(vi) procure berthing for the Buyer's tanker and delivery of the batch of      Commodity to such tanker through the Company's agents in the relevant port;

(vii) timely present to the Principal the Acts of acceptance-delivery of the      Commodity (oil)/Bills of Lading executed at the Delivery Basis. (During the      Principal Period, Acts of acceptance-delivery executed on the DAF basis      (Adamovo, Fenyeshlitke or Budkovce) shall be presented in one copy, Bills      of Lading and sets of shipping documents attached to them executed on the      FOB basis (Odessa, Novorossiysk or Ventspils) shall be presented in the      number of copies specified in the Buyer's instructions, and during the      Secondary Period, such documents as may be required at that time executed      on the FOB CPC Terminal basis shall be presented according to the list and      in the number of copies as it would be agreed between Principal, Company      and CPC;

(viii) provide the Principal with information on the status of execution of this      Contract;

(ix) on the Principal's request, prepare analyses of the Buyer's calculations of      prices;

(x)  cooperate with the Principal, to render, if possible, such assistance that      can prove necessary for the Principal to perform its obligations under the      Offtake Agreement or any other contract with the Buyer regarding Commodity;      and

(xi) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Principal.

4.2  At all times during the term of this Contract, the Principal shall:

(i)  Deliver Karakuduk Commodity to the Company at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) in the amount      determined in accordance with item 1.2 of this Agreement;

(ii) independently conclude contracts with the Buyer on selling Crude Oil for      export and submit a copy of each such contract with the Buyer to the      Company 5 days before the beginning of the relevant Delivery Month;

(iii) obtain, at its own expense, required official export permissions      (certificate of origin of the Commodity at place of the load output,      customs declaration on Commodity output) for release of the batch of      Commodity being delivered from the customs territory of the Republic of      Kazakstan and deliver them before the 5th day of the Delivery Month;

(iv) if the Delivery Basis is DAF, provide the Company before the 5th day of the      Delivery Month with a copy of confirmation from AK Transneft on its      readiness to accept the agreed batch of Commodity from coordinators at the      relevant directions;

                                       4

(v)  if the Delivery Basis is FOB, to provide the Company and the Company's      agent in the relevant port 5 days before the agreed upon loading&bbsp;period      (Laycan) with the Buyer's instructions on filling in the shipping      documents, including name of the vessel, its characteristics, loading      period (Laycan), lay time and other necessary data;

(vi) make a 100% pre-payment for transportation of the batch of Commodity      through the territory of Russian Federation and the CIS countries, in      accordance with the Payment Order of AK Transneft;

(vii) pay the additional expenses if the transport tariffs are increased,      providing the Company presents the appropriate documents;

(viii) reimburse the Company for the cost of execution of the customs      declaration at the Energy customs office of the RF in accordance with the      Company's invoice;





(ix) reimburse the Company for all expenses reasonably incurred in connection      with the performance by the Company of its obligations under this Contract      within 30 (thirty) days of delivery to the Principal of proper invoices and      other supporting documents for such expenses;

(x)  pay the Company's fee for the services rendered under Article 5 hereof, in      accordance with the invoice and tax invoice;

(xi) provide copies of all payment documents;

(xii) pay all transportation and other expense of KazTransOil on the territory      of Kazakhstan under its contract with KazTransOil;

(xiii) to make all necessary payments to the budget of the Republic of      Kazakhstan related to excise taxes, VAT and other obligatory payments to      the budget in accordance with the tax legislation

(xiv) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Company.

                       5. COMPANY'S FEE AND PAYMENT TERMS

5.1  The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive      of VAT, per one net tonne of Commodity shipped pursuant to this Contract.

5.2  The Principal shall pay the commission fee for each delivered batch of      Commodity to the Company's account within 30 (thirty) banking days after      the Delivery Date.

5.3  The payment shall be made in accordance with the invoice presented by the      Company and the tax invoice (original or a fax copy) in Tenge at the      official exchange rate of the National Bank of the Republic of Kazakhstan      effective on the Delivery Date in accordance with item 4.1.vii.

                         6. PERIOD AND TERMS OF LOADING

6.1  Commodity will be shipped by the Company in batches during the period from      the Effective Date through the term of this Contract subject to (i) the      Principal having the requisite supplies of Commodity and (ii) the Principal      having entered into the Offtake Agreement or another Agreement with the      Buyer.

                                       5

6.2  The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodity.

                 7. OWNERSHIP RIGHT AND RISK OF ACCIDENTAL LOSS

7.1  Ownership right and risk of loss with respect to all Commodity transported      under this Contract, shall remain with the Principal at all times prior to      transfer of the ownership right and risk of loss with respect to such      Commodity to the Buyer in accordance with the Delivery Basis. At no time      shall the Company have the ownership right to any Commodity transported      under this Contract.

7.2  At any time in accordance with reasonable requirements of the Principal,      the Company shall confirm the Principal's ownership rights to Commodity,      transported under this Contract.

7.3  At any time the Principal may insure this Contract at his own expense, and      the Company shall render feasible assistance to the Principal in this case.

                             8. LIABILITY; INDEMNITY

8.1  The Parties shall be liable for non-execution and/or improper execution of      their obligations under this Agreement in accordance with the legislation      of the Republic of Kazakstan.

8.2  In case if the Principal violates the conditions of this Contract, and such      violation entails infringement of the Off-take Agreement conditions by the      Principal, then the Principal shall be solely liable in front of the      Purchaser for such violations. In addition, the Company shall not be liable      in front of the Principal or the Purchaser hereunder.

8.3  In case if violation by the Principal of the Off-take Agreement conditions      takes place due to infringement by the Company of its liabilities in front      of the Principal under this Contract, the Company shall be soley liable in      front of the Principal for such losses resulting from such violation ,      evidenced and supported by confirming documents ..

                             9. TERM OF THE CONTRACT

9.1  In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into      force on the Effective Date, remain effective throughout the Initial Term,      and be prolonged, or further extended automatically for a period of 12





     months, each such extension commencing at the end of the last day of the      Initial Term or the relevant anniversary thereof, unless either Party      serves written notice of termination on the other Party at least 65 days      prior to the end of the Initial Term, or any subsequent extension.

9.2  Any notice of termination served by any Party with violation of the period      of notice required by item 9.1 shall be invalid and of no effect      whatsoever.

9.3  If the Company fails to perform within 30 days upon notice from the      Principal on nonperformance by the Company of any of its obligations under      this Contract, and keeps non-performing it, then the Principal may upon      expiry of the indicated 30 day period, terminate this Contract, with      obligatory accounts settling.

                                       6

9.4  If the Principal fails to perform within 30 days upon notice from the      Company on nonperformance by the Principal of any of its obligations under      this Contract, and keeps non-performing it, then the Company is entitled,      upon expiry of such 30 day period, to terminate this Contract, with      obligatory accounts settling.

                                10. FORCE-MAJEURE

10.1 Except for the obligations to make any payment, required by this Contract      (which shall not be subject to relief under this item), a Party shall not      be in breach of this Contract and liable to the other Party for any failure      to fulfil any obligation under this Contract to the extent any fulfillment      has been interfered with, hindered, delayed, or prevented by any      circumstance whatsoever, which is not reasonably within the control of and      is unforeseeable by such Party and if such Party exercised due diligence,      including acts of God, fire, flood, freezing, landslides, lightning,      earthquakes, fire, storm, floods, washouts, and other natural disasters,      wars (declared or undeclared), insurrections, riots, civil disturbances,      epidemics, quarantine restrictions, blockade, embargo, strike, lockouts,      labor disputes, or restrictions imposed by any government.

10.2 The Party affected by the indicated circumstances shall be excused from      performance or accurate performance, as the case may be, of such obligation      for so long as such circumstance continues to exist. The Party affected      shall promptly, at any rate, within twenty-four (24) hours from the receipt      of information about the occurrence of such event must notify the other      Party on the occurrence of such circumstances and on the obligations      affected.

10.3 If performance of the obligations by any Party under this Contract have      been delayed for a period of 3 months, the other Party shall be entitled to      terminate this Contract thereafter by giving notice to that effect to the      Party claiming relief under Section 10, with obligatory accounts settling.

10.4 No circumstance described in item 10.1 shall result in prolongation of the      validity term of this Contract.

                  11. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

11.1 In the event of any disputes arousal under this Contract, the Parties shall      exercise all reasonable efforts to resolve them by negotiations.

11.2 In the event that resolution of the disputes by negotiations is impossible,      they shall be subject to court consideration at the defendant's location.

11.3 Effective legislation of the Republic of Kazakhstan shall apply to any      relations of the Parties arising out of this Contract.

                     12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Neither Party shall be entitled to assign any of its rights or duties      hereunder to any third parties without a written consent of the other Party      thereto.

                                       7

12.2 Any amendments or alterations to this Contract shall be considered valid      only if executed in writing and signed by the authorized representatives of      the Company and the Principal. Usage of facsimile communication for signing      the above mentioned amendments and alterations shall be acceptable.

12.3 From and after the Effective Date, all prior negotiations and      correspondence pertinent to the Contract shall have no legal force.

12.4 In all other matters not stipulated in this Contract, relations of the      Parties shall be governed by the legislation of the Republic of Kazakhstan      in force.

12.5 The Parties shall guarantee observance of confidentiality in respect to any      information and documentation received hereunder; provided, that nothing in





     this item shall restrict either Party from disclosing details of or      relating to this Contract information (i) to any shareholder of such Party,      (ii) to any creditor to such Party, (iii) to any person considering to      become a shareholder of or creditor to such Party, (iv) to the extent      necessary to comply with any laws or regulations applicable to such Party.

12.6 Any attachments to this Contract shall be an integral part hereof.

12.7 This Contract has been executed in 2 (two) original copies in both the      Russian language and the English language, one copy in each language for      each of the Parties, in addition, the Russian text of the Contract has      priority.

                               13. REPRESENTATIONS

13.1 Each Party represents to the other Party that:

i.   It is duly organized and validly existing under the laws of the      jurisdiction of its incorporation or registration and, if provided under      such laws, in good standing;

ii.  it has the power to sign and deliver this Contract and has undertaken all      necessary measures to authorize such signing, delivery and execution;

iii. such signing and delivery do not violate or conflict with any law      applicable to it, any provisions of its constitutional documents, any      orders or judgements of any court or another agency of government      applicable to it or any of its assets or any contractual restrictions      binding on or affecting it or any of its assets;

iv.  all governmental and other permits which are required to have been obtained      by it with respect to this Contract, have been obtained and have full legal      force; and all conditions of any such permits have been complied with; and

v    obligations of such Party under this Contract constitute its legal, valid      and binding obligations, enforceable in accordance with its respective      terms (subject to applicable bankruptcy, re-organization, insolvency,      moratorium or similar laws affecting creditors' rights generally and      subject, as to the enforceability, to equitable principles of general      application (regardless of whether enforcement on execution of this      Contract is sought in a proceeding in equity or under law)).

                                       8

                                14. MISCELLANEOUS

14.1 This Contract constitutes the entire agreement of the Parties with respect      to the subject matter of this Contract and the Parties acknowledge that      they do not enter into this Contract regardless of any previous contacts      between the Parties or their affiliates.

14.2 Any amendments or alterations to any of the terms of this Contract shall be      effective unless they are registered in writing and signed by or on behalf      of each of the Parties; no waiver of any provision hereof shall be      effective unless it is in writing and signed by the Party, against which      such waiver is sought to be enforced.

14.3 Except as expressly provided herein, the rights, authorities and remedies,      provided in this Contract, are cumulative and not exclusive of any rights,      authorities and remedies provided by the law.

14.4 Except as expressly provided herein no delay or omission on the part of      either Party in exercising any rights, authorities or remedies, provided by      law or under this Contract, nor any indulgence granted by any Party to      another Party, shall impair such rights, authorities or remedies, or be      construed as a waiver thereof; moreover, no single or partial exercise of      any right, power or remedy provided by law or under this Contract shall      hinder other or further exercise thereof, as well as exercise of any other      right, power or remedy.

14.5 This Contract does not confer rights or remedies upon any person other than      the Principal and the Company.

                  15. LEGAL ADDRESSES AND PROPS OF THE PARTIES

             COMPANY:                                      PRINCIPAL

JSC NOC KazakhOil                                    JSC Karakudukmunay 473000, Republic of Kazakhstan, Astana,         466200, Aktau, Mangistau oblast 60, Republic avenue                                District 3, Building 82 Tel.: (3172) 280609, fax 327724                 Tel.: (3292) 513795, fax 518336 TRN 600700150675                                       TRN 430600001175

Bank props:                                               Bank props: Tenge account (1) 000467052                           AB Neftebank, Aktau in Akmola affiliate of                           Tenge account (1) 609614 JSC Almaty trade and finance bank, Astana IAT 195301730                                           IAT 192901705

/s/ Amangeldy Tlegenov                        &bbsp;     /s/ Nikolai D. Klinchev





- --------------------------------------------     ------------------------------- A.M. Rakhimbekov                                       Nikolai Klinchev

                                                      /s/ Richard J. Moore                                                  -------------------------------                                                         Richard Moore

                                       9
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