In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[Q]: 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

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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.

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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.

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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).

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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.

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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.

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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.

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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.

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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.

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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.

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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 
Question: 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?
[A]: 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.


[Q]: EXHIBIT 10.1   RESELLER AGREEMENT   THIS RESELLER AGREEMENT (this Agreement) is made and entered into effect the 7th day of April, 2017 (Effective Date), by and between i3 Integrative Creative Solutions, LLC (i3 ICS), a Virginia limited liability company, having its offices at 6564 Loisdale Court Suite 1010B, Springfield, VA 22150 (Reseller) and the company set forth below (Company) (each, individually, a party and collectively, parties):   Company: Bravatek Solutions, Inc. (BVTK) Telephone: 1-866-490-8590

Address:2028 E. Ben White Blvd., Suite 240-2835 Fax: N/A

Austin, Texas 78741 E-mail: tom.cellucci@bravatek.com

Territory: US Federal Government Civilian and Military Agencies/Customers in the U.S. Agreement Term: 1 Year

Company Products: cybersecurity email software/telecom services Other Terms (not applicable if blank):

Pricing: Reseller will obtain pricing quote from Company for each opportunity. Contract is renewable for 1 year extension by amendment to this agreement. Either Party may terminate this agreement for non-cause with a sixty (60) written notice.   The parties agree as follows:   1. Definitions.   a. Company shall have the meaning assigned in the preamble.   b. Company Products shall have the meaning assigned in the preamble.   c. Effective Date shall have the meaning assigned in the preamble.   d. Marks shall have the meaning assigned in Section 7.   e. Net Revenue shall mean gross receipts collected by Company or Reseller from the distribution of Company Products, [less third party commissions, equipment sales, delivery costs, taxes, refunds, and credits.   f. Proprietary Information shall have the meaning assigned in Section 11.   g. Registered Referral shall mean a Named Account (i) for which Reseller identifies & creates the opportunity, provides Sales Assistance (as defined below), and (ii) which leads to a direct sale with the Company. Registered Referrals may fall into two categories: Sales executed by the Company, and via a third party's prime contract.   h. Sales Assistance shall mean (i) introductions to and scheduling meetings with key executives at the Named Account (e.g., CxO, Vice President of Infrastructure and Vice President of Application Development), and (ii) generating and delivering proposals and providing other marketing and sales support necessary to close the opportunity and obtain an order from the Named Account.   1

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      i. Registered Opportunity shall mean a Named Account (i) for which Reseller identifies & creates the opportunity, and (ii) the Reseller purchases directly from the Company at a discount and sells to the customer.   j. Fulfillment Transaction shall mean a sale through the Reseller's contract vehicle to a Federal Agency entity that is not a Registered Referral or Registered Opportunity   k. Referral Fee shall have the meaning assigned in Exhibit B.   l. Reseller shall have the meaning assigned in the preamble.   m. Territory shall have the meaning assigned in the preamble.   2. General Scope. Company develops or provides Company Products and desires that Reseller promote and solicit commitments to buy Company Products in the Territory.   3. Reseller Activity. Reseller shall have the right to solicit orders for Company Products within the Territory. In its activities under this Agreement, Reseller shall use the then-current names for the Company Products and any sales or marketing documentation or forms provided by Company.   4. Company Obligations. Company shall provide Reseller with the support described in Exhibit B. Company shall comply with good business practices and all applicable laws and regulations. During the term of this Agreement, Company shall notify reseller of any changes, modifications or the discontinuation of any of the Company Products within thirty (30) days. Company shall make reasonable accommodations for any ongoing sales or existing sales.   5. Exclusivity on Registered Referrals and Opportunities. During the Term hereof and for a period of six (6) months following the termination of this Agreement or the discontinuation of any of the Company Products, (i) the Reseller shall have the exclusive right to commission for any Registered Referrals, (ii) the Company shall not market, promote, sell, or distribute Company Products or solicit or procure orders for the Company Products, or for any product(s) or service(s) similar to the Company Products, in the Territory other than through the Reseller and pursuant to this Agreement, except with the prior written consent of the Reseller, and (iii) without limitation to the foregoing, the Company shall not, directly or through other parties (whether agents, representatives, intermediaries, resellers or other parties), market, promote, sell, distribute, solicit or procure orders to any existing or prospective customer of the Reseller.   6. Compensation. In the event that Reseller (i) refers a Registered Referral to Company, through delivery to Company of the lead form attached hereto as Exhibit A, and (ii) such Registered Referral executes an agreement to purchase any of such Company Products or services, then Company shall pay Reseller a Referral Fee, as specified in Exhibit B attached hereto. Referral Fees will be paid within thirty (30) days of the collection of receivables from the Registered Referral. In the event an opportunity is requested and the government elects to use a different contract vehicle as described in 1g, reseller will still receive Referral Fee outlined in exhibit B.   2

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      7. Trademarks, Trade Names and Other Designations. Subject to the terms of this Agreement, Company grants Reseller the right to use and display the Company trademarks, tradenames and other designations of source, and proprietary notices, slogans, designs and distinct advertising as may appear on any documentation or other material with respect to Product (Marks) with prior approval, that will not be unreasonable withheld.   8. Warranty Disclaimer. RESELLER SHALL MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE COMPANY PRODUCT EXCEPT AS EXPRESSLY AUTHORIZED IN ADVANCE BY COMPANY IN WRITING. TO THE EXTENT THE RESELLER HAS COMPLIED WITH THE OBLIGATIONS SET FORTH IN THIS SECTION, THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE RESELLER FOR ANY AND ALL LOSSES SUFFERED BY THE RESELLER OR ITS AFFILIATES (WHETHER DIRECTLY OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY) AS A RESULT OF OR IN CONNECTION WITH THE COMPANY PRODUCTS. ADDITIONALLY, THE RESELLER SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR ANY AND ALL LOSSES SUFFERED BY THE COMPANY OR ITS AFFILIATES (WHETHER DIRECTLY OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY) AS A RESULT OF OR IN CONNECTION WITH THE RESELLER'S ACTIVITIES.   9. Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement.   10. Termination.   a. Unless terminated earlier as provided herein, this Agreement shall have the Term set forth above (which commences on the Effective Date).   b. This Agreement may be terminated by Reseller for cause immediately upon the occurrence of any of the following events: (i) if the use or sale of Company Products are enjoined due to any claim of infringement of any U.S. patent or copyright or of any misappropriation of trade secrets; (ii) if Company ceases to do business, or otherwise terminates its business operations; or (iii) if Company breaches any provision of this Agreement and fails to fully cure such breach within fifteen (15) business days of written notice from Reseller describing the breach.   c. This Agreement may be terminated by Company for cause immediately upon the occurrence of any of the following events: (i) if Reseller ceases to do business, or otherwise terminates its business operations; or (ii) if Reseller breaches any provision of this Agreement and fails to fully cure such breach within fifteen (15) business days of written notice from Company describing the breach.   d. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Agreement, which complies with the terms of the Agreement, whether or not the terminating party is aware of any such damage, loss or expenses.   3

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      e. Upon termination or expiration of this Agreement, other than with respect to customers of the Reseller existing at any time prior to the termination or expiration and with respect to ongoing sales or prospective sales, Reseller (i) shall immediately discontinue any use of the name, logotype, Marks or slogans of Company, (ii) shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the parties, (iii) will cease to promote, solicit orders for or procure orders for the Product, (iv) will immediately return to Company all Proprietary Information (as defined below) and any other information or materials of Company in its possession, custody or control in whatever form held (including copies or embodiments thereof relating thereto). Notwithstanding the foregoing, the right to payments accruing prior to the termination or expiration shall survive termination or expiration of this Agreement.   11. Proprietary Rights. Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain from the other party, certain business, technical or financial information, all of which is confidential and proprietary (Proprietary Information). The parties shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information of the other party, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall a party or its employees disclose any such Proprietary Information of the other to any person without such other party's prior written consent. Neither party shall be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of the receiving party, or is lawfully received by such party from third parties without restriction and without breach of any duty of nondisclosure by any such third party.   12. Liability Limitation. EXCEPT FOR IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE RESELLER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE COMPANY, AND SHALL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE COMPANY, WITH RESPECT TO OR IN CONNECTION WITH ANY LOSS RESULTING FROM OR CAUSED BY THE COMPANY PRODUCTS.   13.  Indemnification. Company shall indemnify, defend and hold Reseller and its officers, directors, employees, shareholders, agents, successors and assigns, harmless from and against any claim, demand lawsuit, cause of action or losses of any nature whatsoever, including reasonable attorneys' fees, suffered or incurred by Reseller or any of them, arising out of, (i) any claim that the Company Products infringe any U.S. patent or copyright or that the Company Products incorporate any misappropriated trade secrets or (ii) any claim for injury or other loss to any person arising from the use of Company Products. Additionally, Reseller shall indemnify, defend and hold Company and its officers, directors, employees, shareholders, agents, successors and assigns, harmless from and against any claim, demand lawsuit, cause of action or losses of any nature whatsoever, including reasonable attorneys' fees, suffered or incurred by Company or any of them, arising out of, (i) any claim that the Reseller's Activities infringe any U.S. Business law or that the Reseller's Activities violate any U.S. government process, procedure or requirement or (ii) any claim for injury or other loss to any person arising from the use of Reseller's Activities.   4

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      14. Miscellaneous. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or waived only with the written consent of both parties. This Agreement may be executed in separate counterparts, each of which so executed and delivered (including by emailed PDF) shall constitute an original, but all such counterparts shall together constitute one and the same instrument. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior agreements or discussions between the parties with respect to the subject matter hereof.     RESELLER   Bravatek Solutions, Inc.               I3 ICS, LLC                     By: /s/ Philip A. Oakley   By: /s/ Thomas A. Cellucci   Name:Philip A. Oakley   Name:Thomas A. Cellucci   Title: President   Title: Chairman & CEO   Date: April 17, 2017   Date: April 17, 2017     5

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      EXHIBIT A   LEAD FORM   Customer Info:   Date:

Company Products:   Purchase Price (in U.S. dollars):   Total License Fee:

Term:     Evaluation Term: [YES OR NO]   6

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      EXHIBIT B   RESELLER COMPENSATION   Earned Commission:   Reseller will be compensated for Registered Referrals and Registered Opportunities (as defined in Section 1g, 1i.) based on the following schedule:   Registered Referral:

  · 25% of Net Revenue (as defined in Section 1e.) with a COMPANY-RESELLER AGREED UPON SALE PRICE in writing, the case of COMPANY's software products. The Company's Telecom Services will be agreed upon on a case-by-case basis in writing.   Registered Opportunity:

  · Reseller will purchase directly from the Company at a 25% discount off the COMPANY-RESELLER AGREED UPONsale price.

  · If sale is made through SEWP, there will be an additional 4% discount off the sale price to cover the Prime contractusage fee (typically 7-10%) off the COMPANY-RESELLAR AGREED UPON SALE PRICE.   Fulfillment Transaction Discount (as defined in Section 1j):     · Reseller will purchase directly from the Company at a 7-10% discount off the sale price.   Payment Terms:   For a registered referral where the customer purchases directly from Company or another channel/contract vehicle other than Reseller, earned commissions are payable within thirty (30)days of when such amounts are collected by Company.   For a Registered Opportunity where the customer purchases from Reseller, payment will be made by Reseller to Company within 5 days of receipt of payment (paid when paid).   Expense Reimbursement: Reimbursement will be provided ONLY for expenses PRE-APPROVED in writing by Company.   Marketing Expense: As may be agreed to by the parties in writing.   7

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      COMPANY SUPPORT OBLIGATIONS   Product Training: Training on the Company products as needed.   Marketing Materials: Electronic and print copies of existing marketing material as needed.   Company Personnel Resources:     · Access to technical resources for demonstrations and meetings         · Access to Company Customer Support Services       8

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]: EXCEPT FOR IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE RESELLER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE COMPANY, AND SHALL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE COMPANY, WITH RESPECT TO OR IN CONNECTION WITH ANY LOSS RESULTING FROM OR CAUSED BY THE COMPANY PRODUCTS.


[Q]: Exhibit 10.34

*** Text Omitted and Filed Separately  Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4)  and 203.406

DEVELOPMENT AGREEMENT

This Development Agreement (Development Agreement) is entered into on April 15 , 2010 (EffectiveDate) by and between Cargill,  Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata,  Minnesota 55391 USA (Cargill) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (Bioamber).  Bioamber and Cargill shall be referred to individually as Party and collectively as Parties, as required by text.

Background





Cargill and Bioamber mutually agree as follows:







   Cargill Confidential   - 1 -   * Confidential treatment requested

  A. Cargill has developed a yeast strain designated CB1 (CB1) for fermenting dextrose and/or mixed sugar streams and related research  tools for modifying CB1,which are protected by Licensed Patents (as defined in Section 2.5 below).

  B. Bioamber desires to engage Cargill to further develop or modify CB1 with the goal of fermenting dextrose and/or mixed sugar streams to  produce succinic acid and salts thereof.

  C. The Parties desire to grant each other certain rights to use the further developed or modified CB1 as well as other technology that is  developed in the course of the work as provided in this Development Agreement for research purposes only.

1. Scope of Work Plan  1.1 Cargill agrees to perform the services to develop or modify CB1 to produce succinic acid and salts thereof using dextrose (defined as  glucose) and/or sucrose as the fermentation feedstock (Work Plan). The Work Plan is more fully described in Exhibit A, which is hereby  incorporated by reference into this Development Agreement. CB1 that has been further developed or modified (or the like) under the Work  Plan shall be referred to as Modified CB1. Any changes to the Work Plan must be in writing and signed by both Cargill and Bioamber and  may be subject to incremental fees depending on resource requirements.

1.2 In agreeing to perform the Work Plan, Cargill represents and warrants that:

  1.2.1 Cargill has the capability, experience, and means necessary to perform the Work Plan, and the Work Plan will be performed using  personnel, equipment, and material qualified and suitable to perform the Work Plan requested;

th

















   Cargill Confidential   - 2 -   * Confidential treatment requested

  1.2.2 Cargill will provide properly trained and informed personnel, and Cargill will be solely responsible for the negligent acts, errors and  omissions of its employees, subcontractors, and agents and for any other person performing services under this Development  Agreement at the direct request of Cargill;

  1.2.3 Cargill will perform the Work Plan in a workmanlike manner with reasonable skill and care ordinarily exercised by members of the  profession practicing under similar conditions and in accordance with accepted industry practices and professional guidelines;

  1.2.4 Subject to Section 13.1, Cargill has in effect and will maintain in effect all permits, licenses and other authorizations necessary to  perform the Work Plan; and



1.2.5 No other party has rights to its services as described in the Work Plan, and that a work assignment from any third party shall not be  accepted, or work by Cargill aloneshall not be conducted, to develop CB1 or other microorganisms that will be used to (a) directly  produce succinic acid and salts thereof, or (b) indirectly produce succinic acid and salts thereof (for example, Cargill may develop  microorganisms to produce precursors of succinic acid, such as fumaric acid and malic acid, so long as such precursors are not  converted to succinic acid, such as by chemical modification), for the Term (as defined in Section 10.1) of this Development  Agreement. For purposes of clarity, and as examples, Cargill may sell dextrose as fermentation feedstock to third parties, who may  use such dextrose to produce succinic acid; also, Cargill may modify starches to make succinic acid starch derivatives.

2. Fees and Milestones   2.1 Bioamber shall pay Cargill Two Hundred Fifty Thousand U.S. Dollars ($250,000.00) within thirty (30) days of the execution of this  Development Agreement.

2.2 In addition to the payment in Section 2.1, Bioamber shall pay Cargill a total of [***] U.S. Dollars ($[***] per year per full-time equivalent  (FTE) person to perform the Work Plan, and Cargill will make available up to [***] FTE persons per year to perform the work as outlined in  the Work Plan. Such total is subject to change based on an annual review of the needs and requirements of the Work Plan. The actual  number of FTEs assigned at any given time will be a function of the Work Plan and will be subject to agreement amongst the Parties. In  addition, Bioamber will pay for reasonable expenses incurred by Cargill, including travel. Cargill shall cover ordinary and customary [***].  Cargill shall submit to Bioamber a monthly invoice for costs owed by Bioamber, accompanied by a report summarizing Cargill's activities in  relation to actual hours worked and expenses incurred. Bioamber will pay Cargill's costs within thirty (30) days of receipt of invoice and  supporting documentation. Bioamber shall have the right to audit Cargill time sheets from time to time. Such audit shall occur once per year  during reasonable business hours by an independent third party agreed to by both parties, who shall be under obligations of  confidentiality.













   Cargill Confidential   - 3 -   * Confidential treatment requested

2.3 Bioamber shall also pay Cargill within thirty (30) days of achieving each of the milestones summarized below and more fully described in the  Work Plan found in Exhibit A. For purposes of clarity, payment is triggered [***]. Further, each of the Milestones and Target Dates may be  changed according to the needs of the Work Plan and upon written agreement by the parties.

Milestone   Target Date   Payment  Milestone 1: Proof of Concept   12 months after Effective Date   US $250,000.00 Milestone 2: CB1 Strain Development   30 months after Effective Date   US $300,000.00 Milestone 3: CB1 Strain Optimization   42 months after Effective Date   US $500,000.00

2.4 Missed Milestones.



2.4.1 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and subsequently achieves such milestone as per the criteria  described in Exhibit A, the payment for such missed milestone shall be due [***] and the amount due shall be [***] for every [***]  beyond the Target Date. The Target Date for subsequent Milestones will be adjusted to reflect the date on which the Milestone was  actually achieved. If a subsequent Milestone is achieved by the original Target Date listed in Section 2.3, Bioamber will pay Cargill  the amount [***]. For purposes of clarity and as examples, if Milestones 1 and 2 were not delivered by the Target Dates, but  Milestone 3 is delivered by or before the Target Date, then the total payments due to Cargill at that time would be [***] (a total  payment of $[***]). Another example is if [***], the payment due at that time would be a total of $[***].



2.4.2 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and Bioamber decides to commercialize Modified CB1, any  outstanding milestone payments shall immediately become due such that the total payment due Cargill under this Development  Agreement equals One Million Fifty Thousand U.S. Dollars (US $1,050,000.00).









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  2.4.3 Provided that Cargill has respected its undertakings set out in Section 1.2 of this Development Agreement, no other damages shall  accrue to Cargill for not achieving a given Milestone other than provided in Sections 2.4.1, 2.4.2, and 2.5.

2.5 Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii)  terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development  Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations- in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively Licensed Patents), the tool kit listed in Exhibit C  (Licensed Tool Kit), and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary  consideration (Research License). Except for financial terms paid by third parties for [***], the Research License shall be offered to  Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts  thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights  to sublicense and with no have made rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work  as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval  shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties  recognize that it is in their mutual interest to protect CB1, Modified CB1, Cargill Confidential Information (as defined in Section 4.1), and  Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall  undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for  example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such  third parties have similar guiding principles as Cargill (a copy of Cargill's Guiding Principles and Compliance Policy on Intellectual Property  is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill's intellectual  property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties. The terms and conditions  of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms  addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the  framework for the Research License.

2.6 Technology Transfer. In the event Milestone 3 is achieved, Cargill will provide up to [***] to assist in a successful transfer of the Modified  CB1 technology to Bioamber in order to allow subsequent scale-up at the same FTE rate set forth in Section 2.2. For clarity, [***] per FTE  per year equals US$[***] for this technology transfer).













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2.7 Scale-Up. Following the successful technology transfer, upon request by Bioamber and subject to Cargill's availability of appropriate  resources, Cargill will enter at its sole discretion into a services agreement with Bioamber to assist in the fermentation scale-up of using  Modified CB1 obtained under Milestones 2 and 3 for producing succinic acid and salts thereof at a single Bioamber facility or a facility  designated by Bioamber. Cargill shall invoice Bioamber [***] U.S. Dollars (US$[***]) per man-day provided, not inclusive of taxes or other  governmental fees, and further adjusted for inflation at the time it goes into effect. Cargill shall have no obligation to perform scale-up work  at Cargill facilities.

3. Alternative Feedstock. Bioamber also desires the right to further develop CB1 to utilize cellulosic biomass as the fermentation feedstock.  Cargill hereby grants Bioamber the option to modify or convert the Work Plan to include the development or modification of CB1 capable of  fermenting such cellulosic feedstock (Modified Work Plan). If such option is exercised, (a) the terms and conditions of this Development  Agreement shall apply to the Modified Work Plan except (i) new, additional up-front and milestone payments shall apply as provided  below, and (ii) any development work performed under the Modified Work Plan will be at a FTE rate which will be equivalent to the FTE rate  provided in Section 2.2 above and further adjusted for inflation at the time it goes into effect; and (b) the commercial license attached as  Exhibit D shall be expanded to include the resulting strain developed out of the Modified Work Plan with no additional change in the  financial terms. Additionally, the additional up-front fee [***].

Milestone using Alternative Feedstock   Target  Date   Payment  Up-front Payment   TBD   US $[***] Milestone 1: Proof of Concept   TBD   US $[***] Milestone 2: CB1 Strain Development   TBD   US $[***] Milestone 3: CB1 Strain Optimization   TBD   US $[***]

4. Confidentiality. To carry out the Work Plan, Cargill may receive from, and provide to, Bioamber certain Confidential Information, as defined  below. Such Confidential Information will be disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) on  the following terms and conditions:

4.1 Confidential Information means all business, technical, and financial information related to the Work Plan, the terms and discussions  relating to the Term Sheet executed by the parties on December 3, 2009 and December 4, 2009, and to any aspect of the business of each  Party that is material to the Work Plan, including, without limitation, Licensed Tool Kit, products, product compositions, raw materials,  specifications, formulae, equipment, business plans and strategies, customer lists, supplier lists, know-how, samples, drawings, pricing  informationand other financial information, inventions, ideas, research information, packaging, manufacturing processes, and other  information, or its potential use, that is owned by or in possession of either Party. For purposes of clarity, the parties shall not disclose to  each other any Confidential Information that is not material to the Work Plan, such as, by way of example and without limitation, processes  and other information relating to post-fermentation activities. Confidential Information shall not include information that: (a) is in the public  domain prior to disclosure by Disclosing Party; (b) becomes part of the public domain, by publication or otherwise, through no  unauthorized act or omission by the Receiving Party; (c) is lawfully in the Receiving Party's possession prior to disclosure by the  Disclosing Party; or (d) is independently developed by an employee(s) of the Receiving Party with no access to the disclosed Confidential  Information.











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4.2 The Receiving Party agrees to take and maintain proper and appropriate steps to protect Confidential Information of the Disclosing Party.  The Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to employees or agents of the Receiving  Party who are directly involved with the Work Plan contemplated by this Development Agreement, and even then only to such extent as is  necessary and essential to perform the Work Plan. The Receiving Party agrees to inform such employees and agents of the confidential  nature of the information disclosed hereunder and to cause all such employees and agents to abide by the terms of this Development  Agreement.

4.3 The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any unauthorized party without the Disclosing  Party's prior express written consent or unless required by court order or order of a similar governmental entity. If a Party is required by  court order or order of a similar governmental entity to disclose the other's Confidential Information, they shall give the other Party prompt  notice of such requirement so that an appropriate protective order or other relief may be sought.

4.4 The Receiving Party will use Confidential Information only in connection with the Work Plan. Both Parties have reserved all rights to their  respective Confidential Information not expressly granted herein. All documents and/or tangible materials containing or comprising  Confidential Information of the Disclosing Party will remain the property of the Disclosing Party. Upon the request of the Disclosing Party,  the Receiving Party will destroy all Confidential Information of the Disclosing Party and any documents prepared by the Receiving Party  using Confidential Information of the Disclosing Party and the Receiving Party agrees to provide confirmation of such destruction in  writing. The Receiving Party may, however, keep one copy of any such document in the files of its legal department or outside counsel for  record purposes only.

4.5 Notwithstanding any other provision of this Development Agreement, each Receiving Party acknowledges that a breach of confidentiality  and use as provided in this Section may result in irreparable harm and damages to the Disclosing Party in an amount difficult to ascertain  and that cannot be adequately compensated by a monetary award. Accordingly, in addition to any other relief to which the Disclosing  Party may be entitled at law or in equity, the Disclosing Party shall be entitled to seek a temporary and/or permanent injunctive relief from  any breach or threatened breach by the Receiving Party.

















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4.6 The obligations imposed by this section, including but not limited to non-disclosure and non-use, however, will endure so long as the  Confidential Information of the Disclosing Party does not become part of the public domain.

4.7 The existence of and the terms of this Development Agreement, including its Exhibits, are confidential and are not to be disclosed without  the prior written approval of Cargill.

4.8 Neither Party may make any public announcement concerning this Development Agreement, its subject matter, and the activities and  actions it contemplates without the other Party's express written consent.  4.9 This Section 4 supercedes and replaces the Mutual Confidentiality Agreement between the Parties, which was effective July 17, 2009. All  Confidential Information that was subject to that Mutual Confidentiality Agreement is hereby made subject to the terms and conditions of  this Section 4.

5. Intellectual Property  5.1 Each party shall retain ownership of all intellectual property that it owned prior to the Effective Date.

5.2 Improvements. Any invention or discovery relating to the Work Plan, in whole or in part, that is conceived during the term of this  Development Agreement shall be an Improvement. The scope for Improvements will be limited to the CB1 strain itself and the [***] (the  Field), but shall exclude [***]. Bioamber will own any Improvement in the field of succinic acid and salts thereof and such Improvement  shall be designated Bioamber Improvements. Cargill will own any Improvement in all fields other than the field of succinic acid and salts  thereof, subject to the rights provided in Section 5.2.1 below, and such Improvement shall be designated Cargill Improvements. In the  event it is not clear as to ownership of any Improvement as described in this Section 5.2, in other words, if it is not clear whether an  invention or discovery is either a Bioamber Improvement or a Cargill Improvement, such Improvement shall be [***] and such Improvement  shall be designated Joint Improvements. For purposes of clarity, as examples, Cargill Improvements are those inventions relating to  fumaric acid and malic acid. Additionally, where an Improvement has applications both in the Field and outside the Field, then such  Improvement, as it applies to the Field, shall be a Bioamber Improvement and, as it applies outside the Field, such Improvement shall be a  Cargill Improvement.



5.2.1 Cargill hereby grants Bioamber, and Bioamber hereby accepts, an exclusive, royalty-free license to Cargill Improvements and Joint  Improvements for use in the Field during the term of this Development Agreement with a reservation of right for Cargill to practice  such Cargill Improvements and Joint Improvements for use in the field of succinic acid and salts thereof during the term of this  Development Agreement. Such use shall be for research purposes only with no rights to sublicense and with no have made  rights. Cargill shall also grant a commercial license to Bioamber for Cargill Improvements and Joint Improvements under the terms  and conditions of Exhibit D.











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  5.2.2 Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement. Such  use shall be for research purposes only.



5.2.3 Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on  Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part. Cargill shall bear all costs  incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) and  issued/granted patents directed to Bioamber Improvements and Joint Improvements. Cargill shall provide Bioamber a copy of any  proposed patent application covering Bioamber Improvements and Joint Improvements in advance of the submission of the  proposed patent application to any patent office. However, Cargill shall be entitled to file provisional patent applications without  seeking Bioamber's approval. If Cargill waives its option, Bioamber shall have the option to prepare, file, prosecute, and maintain  patent applications and issued patents on Bioamber Improvements and Joint Improvements. Cargill shall provide, when requested  by Bioamber, all information in its possession, or true copies thereof, pertaining to Bioamber Improvements and Joint Improvements  which may be necessary or useful in the preparation, filing, and prosecution of patent applications covering the Bioamber  Improvements and Joint Improvements. Such information shall be treated as Confidential Information.



5.2.4 If Cargill waives its option to prepare and prosecute a patent application in accordance with Section 5.2.3 and elects not to file such  a patent application or elects to allow any such patent application or issued/granted patent to become abandoned or lapse, Cargill  shall give Bioamber notice of such election promptly and at least two (2) months prior to the first date that action must be taken to  avoid such abandonment or lapse. Bioamber shall have the right to take over at its sole expense the filing, prosecution or  maintenance of any such patent application and Bioamber shall keep Cargill informed of Bioamber's filing, prosecution, and  maintenance activities. All out-of-pocket expenses of Cargill shall be reimbursed by Bioamber. Bioamber shall have no liability to  Cargill for Bioamber's acts or failure to act with respect to such patent application or issued/granted patent.



5.2.5 Cargill shall have the sole power to bring and/or settle suits for infringement of any and all patent applications and/or patents on  Improvements, regardless of ownership; provided, however, if required by law, Cargill shall join Bioamber, and Bioamber shall be  joined, in such suits. Cargill shall control any such suits and shall bear all expenses related to any such suits. Bioamber shall  provide any assistance reasonably requested in prosecuting and enforcing any and all patent applications and/or patents on  Improvements. In the event Cargill elects not to initiate and prosecute suits for infringement of any patent application/and or patent  onImprovement within the Field, then with sixty (60) days prior written notice to Cargill, Bioamber shall be entitled to initiate and  prosecute such suits. For purposes of clarity, within such sixty (60) day period, Cargill shall be entitled to initiate and prosecute  such suits.

















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  5.2.6 Cargill shall have the sole power to settle suits for infringement of the Licensed Patents. Cargill will in good faith consider  enforcement requests from Bioamber.



5.2.7 Improvements are to be considered Confidential Information of the owning Party subject to the terms and conditions of Section 4,  provided that the Party authorized hereunder to file and prosecute patent applications for an Improvement may make disclosure of  that Improvement to outside patent counsel and to relevant patent offices as reasonably necessary for filing and prosecution of a  patent application.

5.3 In consideration of the ownership rights granted to Bioamber under this Section 5, and the licenses granted to Bioamber under this Section  5 and the Commercial License attached as Exhibit D, Bioamber agrees to the payment terms and its other obligations contained in the  attached Commercial License.

6. WRF Patents. Washington Research Foundation (WRF) is the owner of several patents relating to the expression of polypeptides in yeast  (WRF Patents). Prior to transferring CB1 or any other yeast strain to Bioamber, Bioamber shall provide to Cargill a letter from WRF  stating that Bioamber has a license to the WRF Patents (Bioamber-WRF License). Upon receipt of such letter, Cargill will transfer CB1 to  Bioamber for Bioamber's use of the strain commensurate with and in accordance with the Bioamber-WRF License. Cargill shall have no  liability to Bioamber for Bioamber's acts or failure to act with respect to the WRF Patents.  7. Warranties. Except as provided in Section 1.2 of this Development Agreement, Cargill makes no representations or warranties, express or  implied, with respect to the services provided under this Development Agreement and with respect to the subject matter of this  Development Agreement. The services are provided as is and Bioamber acknowledges that it bears all responsibility and accountability  for evaluating, approving, and implementing any of results resulting from this Development Agreement.

8. Indemnification. Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of exemplary losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.  9. Notices. All notices or other communication must be in writing and delivered by (a) personal delivery, (b) reputable overnight delivery  service, or (c) facsimile or e-mail, confirmed under clause (a) or clause (b), and addressed in each case as set forth below:















   Cargill Confidential   - 10 -   * Confidential treatment requested

If to Cargill:   If to Bioamber:

Cargill, Incorporated   Bioamber S.A.S. Bio Technology Development Center   1250 Rene-Levesque West 15285 Minnetonka Blvd.   Suite 4110 Minnetonka, Minnesota 55345  USA   Montreal, Quebec  Canada H3B 4W8  Fax: 952-742-0540   Fax: 514-844-1414 Attention: Pirkko Suominen   Attention: Laurent Bernier

With copy to:  Cargill, Incorporated  Law Department / Mailstop 24  15407 McGinty Road West  Wayzata, Minnesota 55391 USA  Fax: 952-742-6349  Attention: Bio TDC IP Lawyer

With copy to:  Boivin Desbiens Senécal, g.p.  2000-2000 McGill College  Suite 2000  Montreal, QC, Canada  H3A 3H3  Fax: 514-844-5836  Attention: Thomas Desbiens

10. Term and Termination.

10.1 This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section  10.2, or unless the parties extend the term by mutual written Development Agreement (Term).  10.2 Either Party may terminate this Development Agreement by giving written notice to the other Party, (a)in the event the other Party's  bankruptcy, insolvency, or the filing of a petition therefore; and (b) the other Party materially defaults in the performance of its obligations  hereunder. This Development Agreement shall also terminate upon mutual written agreement by the Parties. Further, in the event there is a  dispute as to whether or not Cargill has missed a certain Milestone, then the Target Date for that Milestone shall be tolled until the Parties,  acting in good faith, have settled such dispute in writing between themselves or through an independent expert.

11. Independent Contractor. Nothing in this Development Agreement is to be construed to deem the relationship between the parties to be one  of master/servant, principal/agent, or employer/employee. To the contrary, the relationship of Cargill to Bioamber is that of independent  contractor, and Cargill will have no authority to (i) make any binding decision for, or on behalf of, Bioamber or (ii) commit Bioamber to any  contract, obligation, debt, or other liability. None of Cargill's employees will be deemed to be employees of Bioamber.  12. Publicity. Any public statements related to work performed under this Development Agreement, including public statements related to the  existence of this Development Agreement itself, will only be made after the prior written consent of both Parties concerning timing, content,  and audience.























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13. Miscellaneous.

13.1 Third Party Patents. In addition to the WRF Patents as described more fully in Section 6, the CB1 Team of the Bio Technology  Development Center of Cargill represents that, to the best of its knowledge as of the Effective Date, the patents and patent applications of  third parties that could impact the Work Plan and the commercialization thereof are provided in Exhibit E (Third Party Patents). Cargill  shall have no liability to Bioamber for Bioamber's acts or failure to act with respect to such Third Party Patents. The Parties shall meet  regularly throughout the Term of this Development Agreement to determine whether or not licenses to Third Party Patents are needed to  perform or continue to perform the Work Plan and the next steps if such licenses are needed.

13.2 Governing Law. This Development Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,  United States of America, disregarding its conflicts of law rules.

13.3 Assignment. Neither Party shall assign this Development Agreement or the obligations contained herein without the express written  consent of the other Party.

13.4 Waiver. The failure of either Party to insist in any one or more instances upon performance of any terms or conditions of this Development  Agreement, is not to be construed as a waiver of future performance of any such term, covenant, or condition, but the obligations of either  Party with respect thereto will continue in full force and effect. No waiver will be effective unless in writing and signed by the waiving  Party.

13.5 Amendment. No amendment, modification, or waiver of the terms of this Development Agreement shall be binding unless placed in writing  and duly executed by the Parties' authorized representatives.  13.6 Severability. All provisions contained herein are severable, and in the event any of them is held to be invalid by any competent court or  arbitrator, this Development Agreement is to be interpreted as if such invalid provision were not contained herein.

13.7 Survivability. Sections 4 (Confidentiality), 5 (Intellectual Property), 6 (WRF Patents), 7 (Warranties), 8 (Indemnification), 13.2 (Governing  Law), and 13.7 (Survivability) will survive the expiration or earlier termination of this Development Agreement.

13.8 Entire Agreement. This Development Agreement supersedes all previous understandings between Cargill and Bioamber concerning the  subject matter of this Development Agreement, including but not limited to the Term Sheet executed by the Parties on December 3, 2009  and December 4, 2009, and the Mutual Confidentiality Agreement between the Parties which was effective July 17, 2009, and, together with  its attachments, including the Commercial License Agreement attached hereto as Exhibit D executed concurrently with this Development  Agreement, contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, modified,  or supplemented except in writing and signed by both Parties specifically referring to this Development Agreement and the Commercial  License Agreement.

13.9 Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts  other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions  of this Development Agreement. This obligation endures for the Term of this Development Agreement. Notwithstanding the above,  Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts. The purpose of such  evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not  successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst, including but not limited  to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce  succinic acid at a concentration above [***] grams per liter. This restriction shall apply to any succinic acid biocatalyst other than E. coli,  be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which  Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or  commitment to a future payment.





The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement.

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CARGILL, INCORPORATED  Bio Technology Development Center     BIOAMBER S.A.S.

/s/ Jack Staboch       /s/ Jean-François Huc Signature     Signature

VP BioTDC     Director General Title     Title

4/16/10     April 15, 2010 Date     Date





Exhibit A   Work Plan   Milestones

[***]

MILESTONE 1

[***]   Time to achieve: Month 12

MILESTONE 2

[***]   Time to achieve: Month 30

MILESTONE 3

[***]   Time to achieve: Month 42      Cargill Confidential   - 13 -   * Confidential treatment requested





Exhibit B   Cargill Patents and Patent Applications











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Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]





Exhibit C   Licensed Tool Kit

Basic Package   Content:











Additional Fee Option   Content:



   Cargill Confidential   - 15 -   * Confidential treatment requested

  •   [***]     •   [***]     •   [***]     •   [***]     •   [***]

  •   The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US  $[***]

  •   Genome sequence of CB1, including assembly and annotations as is Cargill's state of the art at the time of the request.

  •   The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US  $[***]





EXHIBIT D

COMMERCIAL LICENSE AGREEMENT      Cargill Confidential   - 16 -   * Confidential treatment requested





EXHIBIT E   Third Party Patents relating to the Work Plan

Third Party Patents relating to Modified Work Plan

   Cargill Confidential   - 17 -   * Confidential treatment requested

Publication number and title   Assignee [***]

Publication number and title   Assignee [***]





EXHIBIT F   Cargill's Guiding Principles















Cargill's Compliance Policy on Intellectual Property

[*** 2 pages omitted.]      Cargill Confidential   - 18 -   * Confidential treatment requested

  •   Cargill will comply with the laws of all countries to which it is subject.     •   Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means.     •   Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice.     •   Cargill will always honor all business obligations that it undertakes with absolute integrity.     •   Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions.

  •   Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are  familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting,  and reporting any violations of law of Cargill policies.     •   Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee.     •   Every year, all Cargill employees sign an agreement to live these principles. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]:
Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of "exemplary" losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.