Reserved Contract Clauses (259)

Reserved. 23.2 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Act (Canada) and any amendments thereto. The number of arbitrators will be one (1). The place of arbitration will be the city of Ottawa, Ontario, Canada. The language to be used in arbitral proceedings is English and/or French. Subject to any applicable ...law, the proceedings, all submissions to arbitrators and the award shall be confidential. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of the Agreement is as effective as delivery of an originally executed counterpart of the Agreement. 20 25. ENTIRE AGREEMENT 25.1 This Agreement, the Allocated Gold Storage and Custody Agreement and the Letter Agreement (collectively, the "Agreements") constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede all previous negotiations and documents in relation thereto. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Agreements. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to or contemporaneous with the entering into the Agreements by any party to the Agreements to any other party to the Agreements, except to the extent that the same has been reduced to writing and included as a term of the Agreements, and none of the parties to the Agreement has been induced to enter into the Agreements by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there is no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated in the Agreements. View More

Reserved. 7 6. Transfer Restrictions. 6.1. Transfer or Resale. Each Investor understands that: (i) the sale or resale of all or any portion of the Transaction Securities have not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Transaction Securities may not be transferred unless: (A) the Transaction Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Investor shall have delive...red to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Transaction Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Transaction Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the Securities Act, or a successor rule, ("Rule 144")) of the Investor who agrees to sell or otherwise transfer the Transaction Securities only in accordance with this Section 6.1 and who is an Accredited Investor; (D) the Transaction Securities are sold pursuant to Rule 144; or (E) the Transaction Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) ("Regulation S"); and, in each of (D) and (E), the Investor shall have delivered to the Company a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Transaction Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. 6.2 Transfer Agent Instructions. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Transaction Securities may be made without registration under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend (if permitted by law), in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required. View More

Reserved. 20 7. Additional Covenants. 7.1 Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Shares listed on another exchange or quoted on an a...utomated quotation system, subject to any applicable cure period, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an "audit committee financial expert," as such term is defined under Regulation S-K and the listing rules of the Exchange. 7.2 Prohibition on Press Releases and Public Announcements. Prior to the last Option Closing Date, the Company shall not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law or applicable Exchange rules. View More

Reserved. CERTAIN WAIVERS. EACH AND EVERY RIGHT, DEFENSE OR CLAIM THAT IS LISTED BELOW IS HEREBY KNOWINGLY AND INTENTIONALLY WAIVED: (a) ANY RIGHT TO REQUIRE HOLDER TO ENFORCE ANY REMEDIES AGAINST THE COMPANY AND/OR ANY COLLATERAL; (b) ANY RIGHT TO REQUIRE HOLDER TO PURSUE ANY OTHER REMEDY IN HOLDER'S POWER AS A CONDITION TO PERFORMANCE UNDER THIS GUARANTY AGREEMENT; (c) ANY DEFENSE ARISING BY REASON OF ANY DISABILITY, OR THE DISABILITY OF ANY OF THE OTHER GUARANTORS; (d) ALL RIGHTS OF SUBROGATION, INDEMN...IFICATION, REIMBURSEMENT AND CONTRIBUTION UNTIL ALL INDEBTEDNESS DUE THE HOLDER SHALL HAVE FIRST BEEN PAID IN FULL, EVEN THOUGH SUCH INDEBTEDNESS IS IN EXCESS OF ANY LIABILITY HEREUNDER; (e) ALL RIGHTS OF OR TO PRESENTMENTS, DEMANDS FOR PERFORMANCE, NOTICES OF NONPERFORMANCE, PROTESTS, NOTICES OF PROTEST, DEMANDS, NOTICES OF DEMANDS, NOTICES OF DISHONOR, NOTICES OF NON-PAYMENT AND NOTICES OF ACCEPTANCE OF THIS GUARANTY AND OF THE EXISTENCE, CREATION, OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS OF THE COMPANY; (f) ALL RIGHTS TO REQUIRE WRITTEN ACCEPTANCE OF THIS GUARANTY AGREEMENT BY HOLDER; (g) ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS OR COUNTERCLAIMS BROUGHT HEREIN; (h) ALL CLAIMS FOR CONSEQUENTIAL OR SPECIAL DAMAGES; (i) THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY CLAIM OF LACHES, INDULGENCES, DETERIORATION OF COLLATERAL, EXTENSION OF TIME OF PAYMENT, RENEWALS AND MODIFICATIONS; and (j) THE RIGHT TO ASSERT ANY SET-OFF IN FAVOR OF ANY GUARANTOR PRIOR TO PAYMENT IN FULL TO THE HOLDER. IT IS REPRESENTED AND WARRANTED THAT LEGAL COUNSEL OF CHOICE HAS BEEN AVAILABLE OR RETAINED TO REVIEW AND INTERPRET THIS GUARANTY AGREEMENT AND ALL WAIVERS AND RELEASES CONTAINED HEREIN, SAID COUNSEL HAVING AN OPPORTUNITY TO EXPLAIN AND ADVISE THE CONTENTS AND MEANING SET FORTH IN THIS GUARANTY TO GUARANTOR, AND THAT IT COMPLETELY UNDERSTANDS THIS GUARANTY AGREEMENT HAVING SEEN AND READ ITS CONTENTS, AND IS EXECUTING THIS GUARANTY AGREEMENT VOLUNTARILY AND WITH FREE CONSENT AND DESIRE, FOR GOOD AND VALUABLE CONSIDERATION. (signatures follow on next page) 9 WITNESS the following signatures and seals to this Unconditional Guaranty Agreement: Guarantor: By: Name: Title: EX-10.2 3 ea140514ex10-2_legacy.htm FORM OF GUARANTY Exhibit 10.2 Exhibit C (Form of Guaranty) UNCONDITIONAL GUARANTY AGREEMENT THIS UNCONDITIONAL GUARANTY AGREEMENT ("Guaranty Agreement" or "Guaranty") is dated as of the [ ] day of March, 2021, by___________, a ______, its successors and/or assigns (the "Guarantor"); to and for the benefit of Legacy Tech Partners, LLC, a Delaware limited liability company, its successors and/or assigns (the "Holder"). RECITALS: 1. General. The Holder has agreed to lend up to One Million and 00/100 Dollars ($1,000,000.00) (the "Loan") to Legacy Education Alliance, Inc., a Nevada corporation (the "Company"). The Loan is evidenced by the Debenture (as defined below). The Holder may, at the Holder's sole option and discretion, lend additional amounts to the Company up to a total principal amount of FIVE Million and 00/100 Dollars ($5,000,000.00) (any such additional loans being the "Additional Loans"). View More