3.Consulting Fee. In consideration of Consultants performance of the Consulting Services, during the Term, the Company shall pay Consultant a consulting fee at the rate of $50,000 per month that Consultant provides Consulting Services hereunder (theConsulting Fee), payable monthly in arrears during the Term (prorated for any partial months). Each monthly Consulting Payment will be made within 15 days after the month in which it is earned. Consultant acknowledges and agrees that (a)the Company is not required to withhold federal or state income, gross receipts or similar taxes from the Consulting Fee paid to Consultant hereunder or to otherwise comply with any state or federal law concerning the collection of income, gross receipts or similar taxes at the source of payment of wages, (b)the Company is not required under the Federal Unemployment Tax Act or the Federal Insurance Contribution Act to pay or withhold taxes for unemployment compensation or for social security on behalf of Consultant with respect to the Consulting Fee, and (c)the Company is not required under the laws of any state to obtain workers compensation insurance or to make state unemployment compensation contributions on behalf of Consultant.

3 . Consulting Fee . In consideration of Consultants performance of the Consulting Services , during the Term , the Company shall pay Consultant a consulting fee at the rate of $ 50 , 000 per month that Consultant provides Consulting Services hereunder ( theConsulting Fee ) , payable monthly in arrears during the Term ( prorated for any partial months ) . Each monthly Consulting Payment will be made within 15 days after the month in which it is earned . Consultant acknowledges and agrees that ( a ) the Company is not required to withhold federal or state income , gross receipts or similar taxes from the Consulting Fee paid to Consultant hereunder or to otherwise comply with any state or federal law concerning the collection of income , gross receipts or similar taxes at the source of payment of wages , ( b ) the Company is not required under the Federal Unemployment Tax Act or the Federal Insurance Contribution Act to pay or withhold taxes for unemployment compensation or for social security on behalf of Consultant with respect to the Consulting Fee , and ( c ) the Company is not required under the laws of any state to obtain workers compensation insurance or to make state unemployment compensation contributions on behalf of Consultant .


(a) Executive, for Executive, Executives spouse, and each of Executives heirs, beneficiaries, representatives, agents, successors, and assigns (collectively, Executive Releasors), irrevocably and unconditionally releases and forever discharges the Company, each and all of its predecessors, parents, Subsidiaries, Affiliates, divisions, successors, and assigns (collectively with the Company, the Company Entities), and each and all of the Company Entities current and former officers, directors, employees, shareholders, representatives, attorneys, agents, and assigns (collectively, with the Company Entities, the Company Releasees), from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings, or liabilities of any kind or character, whether known or unknown, whether accrued or contingent, that Executive has, had, or may have against them, or any of them, by reason of, arising out of, connected with, touching upon, or concerning Executives employment with the Company, Executives separation from the Company, and Executives relationship with any or all of the Company Releasees, and from any and all statutory claims, regulatory claims, claims under the Employment Agreement , and any and all other claims or matters of whatever kind, nature, or description, arising from the beginning of the world up through the Separation Agreement Effective Date (as defined below) (collectively, the Released Claims). Executive acknowledges that the Released Claims specifically include, but are not limited to, any and all claims for fraud, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, defamation, libel, slander, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation pay, expenses, severance pay, attorneys fees, or other compensation of any sort; claims related

( a ) Executive , for Executive , Executives spouse , and each of Executives heirs , beneficiaries , representatives , agents , successors , and assigns ( collectively , Executive Releasors ) , irrevocably and unconditionally releases and forever discharges the Company , each and all of its predecessors , parents , Subsidiaries , Affiliates , divisions , successors , and assigns ( collectively with the Company , the Company Entities ) , and each and all of the Company Entities current and former officers , directors , employees , shareholders , representatives , attorneys , agents , and assigns ( collectively , with the Company Entities , the Company Releasees ) , from any and all causes of action , claims , actions , rights , judgments , obligations , damages , demands , accountings , or liabilities of any kind or character , whether known or unknown , whether accrued or contingent , that Executive has , had , or may have against them , or any of them , by reason of , arising out of , connected with , touching upon , or concerning Executives employment with the Company , Executives separation from the Company , and Executives relationship with any or all of the Company Releasees , and from any and all statutory claims , regulatory claims , claims under the Employment Agreement , and any and all other claims or matters of whatever kind , nature , or description , arising from the beginning of the world up through the Separation Agreement Effective Date ( as defined below ) ( collectively , the Released Claims ) . Executive acknowledges that the Released Claims specifically include , but are not limited to , any and all claims for fraud , breach of express or implied contract , breach of the implied covenant of good faith and fair dealing , interference with contractual rights , violation of public policy , invasion of privacy , intentional or negligent infliction of emotional distress , intentional or negligent misrepresentation , defamation , libel , slander , or breach of privacy ; claims for failure to pay wages , benefits , deferred compensation , commissions , bonuses , vacation pay , expenses , severance pay , attorneys fees , or other compensation of any sort ; claims related


(b) Executive shall be eligible to receive performance-based annual incentive bonuses (each, the Incentive Bonus) from the Company for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the respective fiscal year audit by the Companys auditor, but in no event later than two and one- half (2) months after the close of each such fiscal year. Executives annual Incentive Bonus opportunity shall be equal to fifty percent ( 50% ) of his Annual Base Salary; provided, however, that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement.

( b ) Executive shall be eligible to receive performance-based annual incentive bonuses ( each , the Incentive Bonus ) from the Company for each fiscal year ending during the Employment Period . Any such Incentive Bonus shall be paid to Executive within thirty ( 30 ) days of the completion of the respective fiscal year audit by the Companys auditor , but in no event later than two and one - half ( 2 ) months after the close of each such fiscal year . Executives annual Incentive Bonus opportunity shall be equal to fifty percent ( 50 % ) of his Annual Base Salary ; provided , however , that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement .


(a) In addition to Base Rental, commencing January 1, 2019, Tenant shall pay Basic Costs in excess of the Basic Costs for the Base Year (Excess Basic Costs).Prior to January 1 of each calendar year during the Lease Term following the Base Year, Landlord shall provide an estimate of Excess Basic Costs for the forthcoming calendar year. Together with Tenants monthly payments of Base Rental during such forthcoming calendar year, Tenant shall also pay one-twelfth ( 1/12) of the amount of such forthcoming years reasonably estimated Excess Basic Costs, if any; provided, that in no event shall Base Rental be less than the amount specified in ExhibitH attached hereto. ---|--- |

( a ) In addition to Base Rental , commencing January 1 , 2019 , Tenant shall pay Basic Costs in excess of the Basic Costs for the Base Year ( Excess Basic Costs ) . Prior to January 1 of each calendar year during the Lease Term following the Base Year , Landlord shall provide an estimate of Excess Basic Costs for the forthcoming calendar year . Together with Tenants monthly payments of Base Rental during such forthcoming calendar year , Tenant shall also pay one-twelfth ( 1 / 12 ) of the amount of such forthcoming years reasonably estimated Excess Basic Costs , if any ; provided , that in no event shall Base Rental be less than the amount specified in ExhibitH attached hereto . - - - | - - - |


NEEP Investors Holdings LLC


29. Attorneys Fees.If either party defaults (beyond any applicable grace or notice and cure period set forth in this Lease) in the performance of any of the terms, covenants, agreements or conditions contained in this Lease, and a lawsuit is filed in connection with such uncured default, the prevailing party in any such action shall be entitled to recover from the non-prevailing party the prevailing partys reasonable costs and expenses, including reasonable attorneys fees, incurred in connection with such action. In addition, if Tenant requests any consent or other action on the part of Landlord, in connection with which Landlord reasonably deems it necessary for any documents to be prepared or reviewed by its counsel, Tenant shall pay all reasonable attorneys fees and expenses incurred by Landlord in such connection. ---|--- |

29 . Attorneys Fees . If either party defaults ( beyond any applicable grace or notice and cure period set forth in this Lease ) in the performance of any of the terms , covenants , agreements or conditions contained in this Lease , and a lawsuit is filed in connection with such uncured default , the prevailing party in any such action shall be entitled to recover from the non-prevailing party the prevailing partys reasonable costs and expenses , including reasonable attorneys fees , incurred in connection with such action . In addition , if Tenant requests any consent or other action on the part of Landlord , in connection with which Landlord reasonably deems it necessary for any documents to be prepared or reviewed by its counsel , Tenant shall pay all reasonable attorneys fees and expenses incurred by Landlord in such connection . - - - | - - - |


(e)If, for any reason or for no reason, $5,000,000 of Purchase Shares has not been purchased in accordance withSection2of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).

( e ) If , for any reason or for no reason , $ 5 , 000 , 000 of Purchase Shares has not been purchased in accordance withSection2of this Agreement by the Maturity Date , this Agreement shall automatically terminate on the Maturity Date , without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement ( except as set forth below ) .


directly or indirectly, either alone or jointly, with or on behalf of any person, undertaking or organisation; and as principal, partner, manager, employee, contractor, director, consultant, investor, holder of shares or securities, or otherwise, (but excluding the ownership for investment purposes only of not more than 3% of the issued ordinary shares of a company whose shares are listed on any Recognised Investment Exchange) CEO | the Chief Executive Officer of the Company or any successor entity upon a Change in Control Change in Control | As defined in the Legacy Education Alliance, Inc. Incentive Plan approved by Company stockholders on July 16, 2015 . Companies Act | The Companies Act 2006 Confidential Information

directly or indirectly , either alone or jointly , with or on behalf of any person , undertaking or organisation ; and as principal , partner , manager , employee , contractor , director , consultant , investor , holder of shares or securities , or otherwise , ( but excluding the ownership for investment purposes only of not more than 3 % of the issued ordinary shares of a company whose shares are listed on any Recognised Investment Exchange ) CEO | the Chief Executive Officer of the Company or any successor entity upon a Change in Control Change in Control | As defined in the Legacy Education Alliance , Inc . Incentive Plan approved by Company stockholders on July 16 , 2015 . Companies Act | The Companies Act 2006 Confidential Information


2.1 Position. During the Employment Term, the Executive shall serve as the Co- Chief Executive Officer of 42West, reporting to the Chief Executive Officer of the Company, (the Company Officer).

2 . 1 Position . During the Employment Term , the Executive shall serve as the Co - Chief Executive Officer of 42West , reporting to the Chief Executive Officer of the Company , ( the Company Officer ) .


LIMITED WAIVER TO SENIOR SECURED TERM LOAN AGREEMENT


| | ---|---|--- ALOHA PETROLEUM LLC | By: | | /s/ Thomas R. Miller Name: | | Thomas R. Miller Title: | | Chief Financial Officer ALOHA PETROLEUM, LTD. | By: | | /s/ Thomas R. Miller Name: | | Thomas R. Miller Title: | | Chief Financial Officer SUNOCO RETAIL, LLC | By: | | /s/ Thomas R. Miller Name: | | Thomas R. Miller Title: | | Chief Financial Officer SUNOCO, LLC | By: | | /s/ Thomas R. Miller Name: | | Thomas R. Miller Title: | | Chief Financial Officer ALLIED ENERGY COMPANY LLC DIRECT FUELS LLC ALLIED RENEWABLE ENERGY, LLC EMERGE ENERGY DISTRIBUTORS INC. SUNMARKS, LLC SUSSER PETROLEUM COMPANY LLC STRIPES NO. 1009 LLC | By: | | /s/ Thomas R. Miller Name: | | Thomas R. Miller Title: | | Chief Financial Officer

| | - - - | - - - | - - - ALOHA PETROLEUM LLC | By : | | / s / Thomas R . Miller Name : | | Thomas R . Miller Title : | | Chief Financial Officer ALOHA PETROLEUM , LTD . | By : | | / s / Thomas R . Miller Name : | | Thomas R . Miller Title : | | Chief Financial Officer SUNOCO RETAIL , LLC | By : | | / s / Thomas R . Miller Name : | | Thomas R . Miller Title : | | Chief Financial Officer SUNOCO , LLC | By : | | / s / Thomas R . Miller Name : | | Thomas R . Miller Title : | | Chief Financial Officer ALLIED ENERGY COMPANY LLC DIRECT FUELS LLC ALLIED RENEWABLE ENERGY , LLC EMERGE ENERGY DISTRIBUTORS INC . SUNMARKS , LLC SUSSER PETROLEUM COMPANY LLC STRIPES NO . 1009 LLC | By : | | / s / Thomas R . Miller Name : | | Thomas R . Miller Title : | | Chief Financial Officer


WHEREAS, the Company and the Employee previously entered into an Employment Agreement dated (the Employment Agreement ); and

WHEREAS , the Company and the Employee previously entered into an Employment Agreement dated ( the Employment Agreement ) ; and


a. In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6.1(a), (b), (c), (d), (f)and (h)and the last sentence of Section6.2 of the Employment Agreement , the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section1 as Employee), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the Company Released Parties) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as claims) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act , 29 U.S.C. 621 et seq.; Title VII of the Civil Rights Act of 1964 , 42 U.S.C. 2000e et seq.; the Americans with Disabilities Act of 1990 , 42 U.S.C. 12101 et seq.; the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq.; the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq.; the Equal pay Act of 1963 , 29 U.S.C. 206 (d); Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U.S.C . 1681 et seq .; the Fair Credit Reporting Act , 15 U.S.C . 1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employees employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees, costs and interest.

a . In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6 . 1 ( a ) , ( b ) , ( c ) , ( d ) , ( f ) and ( h ) and the last sentence of Section6 . 2 of the Employment Agreement , the Employee , on behalf of himself and his heirs , executors , administrators , trustees , legal representatives , successors and assigns ( hereinafter collectively referred to for purposes of this Section1 as Employee ) , hereby agrees to irrevocably and unconditionally waive , release and forever discharge the Company and its past , present and future affiliates and related entities , parent and subsidiary corporations , divisions , shareholders , predecessors , current , former and future officers , directors , employees , trustees , fiduciaries , administrators , executives , agents , representatives , successors and assigns ( collectively , the Company Released Parties ) from any and all waivable claims , charges , demands , sums of money , actions , rights , promises , agreements , causes of action , obligations and liabilities of any kind or nature whatsoever , at law or in equity , whether known or unknown , existing or contingent , suspected or unsuspected , apparent or concealed , foreign or domestic ( hereinafter collectively referred to as claims ) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts , acts , conduct , omissions , transactions , occurrences , contracts , claims , events , causes , matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement . Such claims include , without limitation , claims arising under the Age Discrimination in Employment Act , 29 U . S . C . 621 et seq . ; Title VII of the Civil Rights Act of 1964 , 42 U . S . C . 2000e et seq . ; the Americans with Disabilities Act of 1990 , 42 U . S . C . 12101 et seq . ; the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . ; the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . ; the Equal pay Act of 1963 , 29 U . S . C . 206 ( d ) ; Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U . S . C . 1681 et seq . ; the Fair Credit Reporting Act , 15 U . S . C . 1681 et seq . ; any other federal , state or local statutory laws relating to employment , discrimination in employment , termination of employment , wages , benefits or otherwise ; or any other federal , state or local constitution , statute , rule , or regulation , including , but not limited to , any ordinance addressing fair employment practices ; any claims for employment or reemployment by the Company Released Parties ; any common law claims , including but not limited to actions in tort , defamation and breach of contract ; any claim or damage arising out of Employees employment with or separation from the Company Released Parties ( including a claim for retaliation ) under any common law theory or any federal , state or local statute or ordinance not expressly referenced above ; and any and all claims for counsel fees , costs and interest .


c. Prior Agreements.Unless stated otherwise expressly herein, only the terms and conditions of Sections 4.7, 8, 9, and 12 of the Employment Agreement shall remain in full force and effect.

c . Prior Agreements . Unless stated otherwise expressly herein , only the terms and conditions of Sections 4 . 7 , 8 , 9 , and 12 of the Employment Agreement shall remain in full force and effect .


WHEREAS, Bandwidth and Morken previously entered into an Employment Agreement, dated as of January1, 2015 (the Morken Employment Agreement); and

WHEREAS , Bandwidth and Morken previously entered into an Employment Agreement , dated as of January1 , 2015 ( the Morken Employment Agreement ) ; and


(c)Capitalization.As of the date hereof, the authorized capital stock of the Company is set forth its SEC Documents.Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act , ( v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement.The Company has furnished to the Investor true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

( c ) Capitalization . As of the date hereof , the authorized capital stock of the Company is set forth its SEC Documents . Except as disclosed in the SEC Documents ( as defined below ) , ( i ) no shares of the Company ' s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company , ( ii ) there are no outstanding debt securities , ( iii ) there are no outstanding options , warrants , scrip , rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities or rights convertible into , any shares of capital stock of the Company or any of its Subsidiaries , or contracts , commitments , understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options , warrants , scrip , rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities or rights convertible into , any shares of capital stock of the Company or any of its Subsidiaries , ( iv ) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act , ( v ) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions , and there are no contracts , commitments , understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries , ( vi ) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and ( vii ) the Company does not have any stock appreciation rights or " phantom stock " plans or agreements or any similar plan or agreement . The Company has furnished to the Investor true and correct copies of the Company ' s Articles of Incorporation , as amended and as in effect on the date hereof ( the " Articles of Incorporation " ) , and the Company ' s Bylaws , as amended and as in effect on the date hereof ( the " Bylaws " ) , and summaries of the terms of all securities convertible into or exercisable for Common Stock , if any , and copies of any documents containing the material rights of the holders thereof in respect thereto .


(e)No Conflicts.The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect.Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively.Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Material Adverse Effect.The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof.Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.Since one year prior to the date hereof, the Company has not received nor delivered any notices or correspondence from or to the Principal Market.The Principal Market has not commenced any delisting proceedings against the Company.

( e ) No Conflicts . The execution , delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby will not ( i ) result in a violation of the Articles of Incorporation , any Certificate of Designations , Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or ( ii ) conflict with , or constitute a default ( or an event which with notice or lapse of time or both would become a default ) under , or give to others any rights of termination , amendment , or cancellation of , any agreement , indenture or instrument to which the Company or any of its Subsidiaries is a party , or result in a violation of any law , rule , regulation , order , judgment or decree ( including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries ) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected , except in the case of conflicts , defaults , terminations , amendments , cancellations and violations under clause ( ii ) , which could not reasonably be expected to result in a Material Adverse Effect . Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation , any Certificate of Designation , Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws , respectively . Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract , agreement , mortgage , indebtedness , indenture , instrument , judgment , decree or order or any statute , rule or regulation applicable to the Company or its Subsidiaries , except for possible conflicts , defaults , terminations or amendments that could not reasonably be expected to have a Material Adverse Effect . The business of the Company and its Subsidiaries is not being conducted , and shall not be conducted , in violation of any law , ordinance , regulation of any governmental entity , except for possible violations , the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect . Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market , the Company is not required to obtain any consent , authorization or order of , or make any filing or registration with , any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute , deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof . Except as set forth elsewhere in this Agreement , all consents , authorizations , orders , filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date . Since one year prior to the date hereof , the Company has not received nor delivered any notices or correspondence from or to the Principal Market . The Principal Market has not commenced any delisting proceedings against the Company .


EX-10.1 2 stny_ex101.htm ASSET PURCHASE AGREEMENT


E. Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.

E . Warrant Agreement . The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company .


(c) the Administrative Agent shall have received (i) the First Lien Guaranty and Security Agreement duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in each Subsidiary (limited in the case of any First Tier Foreign Subsidiary to 66% of the Voting Interests and 100% of any other Ownership Interests as provided in the First Lien Guaranty and Security Agreement) as of the Closing Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in each Subsidiary, (C) UCC financing statements to be filed against the Loan Parties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent, (E) deposit account control agreements, to the extent requested by the Administrative Agent, and (F) Collateral Access Agreements, to the extent requested by the Administrative Agent; and (ii) a duly completed and executed Perfection Certificate;

( c ) the Administrative Agent shall have received ( i ) the First Lien Guaranty and Security Agreement duly executed by the Loan Parties , together with ( A ) original stock certificates or other similar instruments representing all of the issued and outstanding Ownership Interests in each Subsidiary ( limited in the case of any First Tier Foreign Subsidiary to 66 % of the Voting Interests and 100 % of any other Ownership Interests as provided in the First Lien Guaranty and Security Agreement ) as of the Closing Date , to the extent such interests are certificated , ( B ) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in each Subsidiary , ( C ) UCC financing statements to be filed against the Loan Parties , as debtors , in favor of the Administrative Agent , as secured party , ( D ) patent , trademark , and copyright collateral agreements , to the extent requested by the Administrative Agent , ( E ) deposit account control agreements , to the extent requested by the Administrative Agent , and ( F ) Collateral Access Agreements , to the extent requested by the Administrative Agent ; and ( ii ) a duly completed and executed Perfection Certificate ;


(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York , without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

( a ) Governing Law ; Jurisdiction ; Jury Trial . All questions concerning the construction , validity , enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York , without giving effect to any choice of law or conflict of law provision or rule ( whether of the State of New York or any other jurisdictions ) that would cause the application of the laws of any jurisdictions other than the State of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York , Borough of Manhattan , for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby , and hereby irrevocably waives , and agrees not to assert in any suit , action or proceeding , any claim that it is not personally subject to the jurisdiction of any such court , that such suit , action or proceeding is brought in an inconvenient forum or that the venue of such suit , action or proceeding is improper . Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit , action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law . EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO , AND AGREES NOT TO REQUEST , A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT , ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY .


Borrower has applied to Lender for Revolving Credit Advances (as defined herein) in an aggregate amount not to exceed, at any time, the sum of TWENTY- FIVE MILLION DOLLARS ( $25,000,000 ) (the Loans), and Lender is willing to make the Loans on the terms and conditions hereinafter set forth.

Borrower has applied to Lender for Revolving Credit Advances ( as defined herein ) in an aggregate amount not to exceed , at any time , the sum of TWENTY - FIVE MILLION DOLLARS ( $ 25 , 000 , 000 ) ( the Loans ) , and Lender is willing to make the Loans on the terms and conditions hereinafter set forth .


6.14Governing Law. The laws of the state of Utah shall govern the validity, construction, enforcement, and interpretation of this Agreement.

6 . 14Governing Law . The laws of the state of Utah shall govern the validity , construction , enforcement , and interpretation of this Agreement .


3.5.1 Not later than sixty (60)days immediately after Bandwidths first firm commitment underwritten public offering, if ever, resulting in gross proceeds to Bandwidth in an amount at least equal to $3 5,000,000 during the Employment Period, Bandwidth will pay to Morken an amount equal to $750,000 , less applicable withholdings and similar deductions.

3 . 5 . 1 Not later than sixty ( 60 ) days immediately after Bandwidths first firm commitment underwritten public offering , if ever , resulting in gross proceeds to Bandwidth in an amount at least equal to $ 3 5 , 000 , 000 during the Employment Period , Bandwidth will pay to Morken an amount equal to $ 750 , 000 , less applicable withholdings and similar deductions .


(5) for a period of seven (7) days following my signing of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act.< br/>

( 5 ) for a period of seven ( 7 ) days following my signing of this General Release , I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act . & lt ; br / & gt ;


| | ---|---|--- WELLS FARGO BANK, N.A., as a Lender | By: | | Name: | | Title: | |

| | - - - | - - - | - - - WELLS FARGO BANK , N . A . , as a Lender | By : | | Name : | | Title : | |


(f) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement as to which the closing is not occurring as a result of a default of Purchaser thereunder. However, if the closing under the Affiliate Agreement for the Home2 Suites Hotel, Southaven, Mississippi (the Southaven Affiliate Agreement) is delayed to allow additional time to satisfy the condition in Section12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreement;

( f ) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred , except for any Affiliate Agreement as to which the closing is not occurring as a result of a default of Purchaser thereunder . However , if the closing under the Affiliate Agreement for the Home2 Suites Hotel , Southaven , Mississippi ( the Southaven Affiliate Agreement ) is delayed to allow additional time to satisfy the condition in Section12 ( g ) thereof regarding a loan assumption , then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreement ;


| EMPLOYER: ---|--- | Address: | Investview, Inc . 12 South 400 West | | Salt Lake City, UT 84101 | | | By: | ![](tv476913_ex10-27img1.jpg) | Name: | Ryan Smith | Title: | CEO | | Address: | FOUNDER: 32 McKinley Street | | Long Branch, NJ 07740 | | | By: | ![](tv476913_ex10-27img2.jpg) | Name: | Mario Romano | Title: | Founder

| EMPLOYER : - - - | - - - | Address : | Investview , Inc . 12 South 400 West | | Salt Lake City , UT 84101 | | | By : | ! [ ] ( tv476913_ex10-27img1 . jpg ) | Name : | Ryan Smith | Title : | CEO | | Address : | FOUNDER : 32 McKinley Street | | Long Branch , NJ 07740 | | | By : | ! [ ] ( tv476913_ex10-27img2 . jpg ) | Name : | Mario Romano | Title : | Founder


11.16 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the Guarantors Obligations and undertakings under this Sectionof such Qualified ECP Guarantor voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty of the Qualified ECP Guarantors under this Section11.16 shall remain in full force and effect until the Termination Date. The Borrower and the Qualified ECP Guarantors intend this Section11.16 to constitute, and this Section11.16 shall be deemed to constitute, a guarantee of the obligations of, and a keepwell, support, or other agreement for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.< br/>

11 . 16 Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely , unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would , in the absence of the agreement in this Section11 . 16 , otherwise constitute Excluded Swap Obligations ( but , in each case , only up to the maximum amount of such liability that can be hereby incurred without rendering the Guarantors Obligations and undertakings under this Sectionof such Qualified ECP Guarantor voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer , and not for any greater amount ) . The obligations , undertakings and guaranty of the Qualified ECP Guarantors under this Section11 . 16 shall remain in full force and effect until the Termination Date . The Borrower and the Qualified ECP Guarantors intend this Section11 . 16 to constitute , and this Section11 . 16 shall be deemed to constitute , a guarantee of the obligations of , and a keepwell , support , or other agreement for the benefit of , each Loan Party for all purposes of the Commodity Exchange Act . & lt ; br / & gt ;


The Rehabilitation Act , | ---|--- ( xviii)

The Rehabilitation Act , | - - - | - - - ( xviii )