Exhibit 10.2


 


 


 


 


 


 


 


SUBSCRIPTION
AGREEMENT



LEGACY EDUCATION ALLIANCE INC.



Units of Common Stock and Warrants


 


 


 


 


 


 


 


 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT


 


Table of Contents


 


	1.	Subscription	1
	 	 	 
	2.	Payment	1
	 	 	 
	3.	Deposit of Funds	2
	 	 	 
	4.	Acceptance of Subscription	2
	 	 	 
	5.	Representations and Warranties	2
	 	 	 
	6.	Anti-Money Laundering Representations and Warranties	7
	 	 	 
	7.	Representations and Warranties of the Company	8
	 	 	 
	8.	Indemnification	9
	 	 	 
	9.	Irrevocability; Binding Effect	9
	 	 	 
	10.	Modification	9
	 	 	 
	11.	Notices	10
	 	 	 
	12.	Assignment	10
	 	 	 
	13.	Applicable Law	10
	 	 	 
	14.	Arbitration	10
	 	 	 
	15.	Blue Sky Qualification	10
	 	 	 
	16.	Use of Pronouns	11
	 	 	 
	17.	Confidentiality	11
	 	 	 
	18.	Miscellaneous	11


 


	Exhibit A	Form of the Warrant
	Exhibit B	Wire Transfer Instructions
	Exhibit C	Registration Rights Agreement
	Exhibit D	Certificate of Purchaser


  




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is dated as of the date set forth on the signature page hereof, by and among LEGACY EDUCATION
ALLIANCE INC., a Nevada corporation (the “Company”), and each of the parties hereto that agree to purchase units
(each, a “Unit”) of the common stock, par value $0.0001 per share (the “Common Stock”), and
warrants (“Warrants”) to purchase shares of Common Stock under the term of this Agreement and the Private Placement
Memorandum (the “PPM”) that was delivered to each such party (each, such party being a “Purchaser”).


 


The terms and conditions
of the offering (“Offering”) of the Common Stock and the Warrants by the Company are as described in the PPM
and this Agreement. To the extent that there is any inconsistency or ambiguity between the description of the Offering in the PPM
and the terms and conditions of this Agreement, then the terms and conditions of this Agreement shall supersede the terms or description
in the PPM and the terms and conditions of this Agreement shall be controlling.


 


Notwithstanding any of the
terms and conditions of this Agreement to the contrary, the obligations and liabilities of each of the Purchasers is several and
not joint and no Purchaser shall have any obligation or liability of any other Purchaser under this Agreement unless otherwise
expressly provided in a supplement to this Agreement executed and delivered by such Purchaser.


 


For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, each of the parties to this Agreement hereby agree as follows:


 


1.           Subscription.


 


(a)           Each
Purchaser irrevocably agrees
to purchase from
the Company the number of Units set forth on
the signature page of such Purchaser or such
lesser amount as may be specified by the Company as provided hereon.


 


(b)           The
price per Unit shall be as provided in the PPM.


 


(c)           The
terms and conditions of each Warrant, including without limitation, the exercise price of each Warrant and the adjustments thereto,
are as described in the PPM and as provided in the terms and conditions of the form of the Warrant delivered to the Purchaser,
which is attached hereto as Exhibit A.


 


2.           Payment.


 


(a)           Each
Purchaser will provide payment
to the Company in accordance with the wire transfer instructions set forth in Exhibit B
in the full
aggregate amount of
the purchase price of
the Units that such Purchaser has subscribed for purchase. 



 


(b)           Together
with a wire
transfer of such aggregate
purchase price, such Purchaser
is delivering a completed
and executed Signature Page
to this Agreement
and the Registration Rights Agreement
(the “Registration Rights Agreement”), in
the form of
Exhibit C. The Purchaser shall not be or be deemed to be a stockholder
of the Company until the date that this subscription of the Purchaser is accepted by the Company.


 






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3.           Deposit
of Funds.  


 


(a)           All
payments made
by each Purchaser shall be deposited by
the Company, or the
Placement Agent, as
soon as practicable after
receipt thereof until the
earliest to occur
of 


 


(i)          the
rejection of
such subscription with respect to such Purchaser; and


 


(ii)         the termination
of the Offering.


 


(b)           The
Company, may
continue to offer
and sell the
Units and conduct additional closings
for the sale of additional Units
until the termination
of the Offering or the completion of the maximum amount of the Offering as
specified in the PPM (if any), subject to adjustment (increase or decrease) in the discretion of the Company.


 


4.           Acceptance
of Subscription.  


 


(a)           Each
Purchaser understands
and agrees that
the Company,
in its sole
discretion, reserves the
right to accept
or reject this
or any other subscription
for Units of any Purchaser, in whole or
in part, notwithstanding prior receipt
by the Purchaser of notice of acceptance of this subscription.


 


(b)           The
Company
shall have
no obligation to any Purchaser under
the terms and conditions of this Agreement until the
Company shall
execute and
deliver to such
Purchaser an
executed copy of
this Agreement.  


 


(c)           Any
rejection of any subscription of a Purchaser by the Company shall require the return of the aggregate amount of the purchase price
or part thereof (the amount that is not accepted) as provided in this Agreement, after the funds received from the Purchaser have
been cleared funds that are not subject to offset or rejection by the Purchaser or any bank or financial intermediary.


 


5.           Representations
and Warranties. Each Purchaser, severally
and not jointly hereby acknowledges,
represents, warrants,
and agrees as
follows:


 


(a)           None
of the shares
of Common
Stock or the
shares of Common
Stock issuable upon exercise
of the Warrants
(the “Warrant
Shares”) offered pursuant
to the PPM are registered under the
Securities Act of 1933,
as amended
(the “Securities Act”),
or any state securities laws. 
The Purchaser understands that the offering and sale
of the Units is intended to be
exempt from
registration under the
Securities Act, by virtue of Section 4(2)
thereof and the provisions of Regulation
D (“Regulation D”)
or Regulation S, each as promulgated
by the United States Securities and Exchange
Commission (the “SEC”) under
the Securities Act, based, in
part, upon the representations, warranties and agreements of the Purchaser contained
in this Agreement;


 






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(b)           Prior
to the execution
of this Agreement, the
Purchaser and
the Purchaser's attorney,
accountant, purchaser
representative and/or tax adviser,
if any (collectively, the
“Advisers”), have
received the PPM and all other documents
requested by the Purchaser, have carefully reviewed
them and understand the
information contained
therein;


 


(c)           Neither
the  SEC  nor 
any  state securities commission
or other regulatory
authority has approved
the Units, the
Common Stock,
the Warrants or the Warrant Shares, or passed upon or endorsed the
merits of the offering of Units or confirmed
the accuracy or determined
the adequacy of the PPM. The PPM has not been reviewed by any federal, state or other regulatory authority;


 


(d)           All
documents,
records, and books
pertaining to the
investment in the
Units (including, without limitation,
the PPM)
have been made
available for inspection by such
Purchaser and its Advisers, if any;


 


(e)           The
Purchaser and its
Advisers, if
any, have had
a reasonable opportunity
to ask questions of
and receive answers
from a person or
persons acting on behalf of
the Company concerning the 
offering of the  Units and  the 
business, financial condition and  results of operations of
the Company, and all such
questions have been answered to
the full satisfaction of the Purchaser and its Advisers, if any;


 


(f)           In
evaluating the
suitability of
an investment
in the Company,
the Purchaser has not
relied upon any
representation or information
(oral or
written) other than
as stated in the PPM and such Purchaser
is not relying on any oral or written representations that are
in any way inconsistent with the information contained in
the PPM;


 


(g)           Unless
otherwise agreed by the Purchaser and the Company, the Purchaser
is unaware of,
is in no
way relying on,
and did not
become aware of
the Offering of
the Units
through or
as a result
of, any form
of general
solicitation or general advertising including,
without limitation,
any article, notice,
advertisement or other communication
published in any
newspaper, magazine
or similar
media or
broadcast over television, radio or
the Internet (including, without
limitation, internet
“blogs,” bulletin boards,
discussion groups and social
networking sites) in connection with
the Offering and
sale of the Units and
is not subscribing for
the Units and did
not become aware of the
Offering of the
Units through or as a
result of any
seminar or meeting
to which the
Purchaser was invited by,
or any solicitation of a
subscription by, a person
not previously known
to the Purchaser
in connection with investments
in securities generally;


 


(h)           The
Purchaser has taken
no action that
would give
rise to any
claim by any
person for brokerage commissions,
finders' fees or
the like
relating
to this Agreement
or the transactions contemplated
hereby (other than commissions
to be paid by the Company to any placement agent or as otherwise described
in the
PPM);


 


(i)           The
 Purchaser, together  with 
its  Advisers, 
if  any,  has 
such  knowledge and experience in
financial, tax, and
business matters,
and, in particular,
investments in
securities, so as to
enable it
to utilize the
information made
available
to it in
connection with the
Offering to evaluate
the merits and risks of an investment
in the Units and the Company and to make an informed
investment decision with respect thereto;


 






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(j)           The
Purchaser is not relying
on the Company,
or the Placement
Agent or any of
their respective employees or
agents with respect
to the legal,
tax, economic
and related considerations of
an investment
in the Units,
and the Purchaser has
relied on the advice
of, or has consulted with,
only its own Advisers;


 


(k)           The
Purchaser is acquiring the
Units solely
for such Purchaser's
own account for investment
purposes only and
not with a
view to or intent
of resale or distribution
thereof, in whole or in
part. The Purchaser has no
agreement or arrangement,
formal or informal,
with any person to sell or transfer
all or any part
of the
Units, the shares
of Common Stock, the Warrants
or the Warrant
Shares, and the Purchaser has no
plans to enter into
any such agreement
or arrangement;


 


(l)           The
Purchaser must
bear the
substantial
economic
risks of the
investment in the Units indefinitely
because none of the securities
included in the Units
may be sold, hypothecated or otherwise
disposed of unless
subsequently registered under the Securities
Act and applicable state
securities laws or an exemption
from such registration is available. Legends shall
be placed on the securities included
in the Units to
the effect that
they have not been
registered under the Securities
Act or applicable
state
securities laws and
appropriate notations thereof
will be made
in the Company's stock books. Appropriate
notations will be made in the Company's
stock books to the effect
that the securities included in the
Units have not
been registered under
the Securities Act or applicable
state securities
laws. Stop transfer instructions
will be placed
with the transfer
agent of the
Common Stock and the Warrants.  The Company
has agreed that
purchasers of
the Units will
have, with respect to
the Warrant
Shares only, the
registration rights described in the
Registration Rights Agreement.
Notwithstanding such registration
rights, there can be no
assurance that there will
be any market
for resale
of the Units, the Common Stock,
the Warrants or the Warrant
Shares, nor can there be any
assurance
that such securities
will be freely
transferable at any time
in the foreseeable future;


 


(m)           The
Purchaser has adequate means
of providing for such Purchaser's
current financial needs and
foreseeable contingencies and
has no need
for liquidity
of its investment
in the Units for an
indefinite period of time;


 


(n)           The
Purchaser is
aware that an
investment in the
Units is high
risk, involving
a number of
very significant risks
and has carefully
read and considered
the matters set
forth under the caption
“Risk Factors” in
the PPM;


 


(o)           The
Purchaser meets
the requirements
of at least
one of the
suitability
standards for an
“accredited investor”
as that term is
defined in Regulation
D and as
set forth on the Certificate of
a Purchaser As to its Accredited Investor or Non US Person Status, attached hereto as Exhibit D, as defined by Regulation S as
described in documentation provided by the Purchaser to the Company. The Purchaser understands that the information and representations
and warranties provided by Purchaser in this Agreement is intended to enable the Company, to discharge its responsibilities under
an exemption from registration under the Act, and with respect to any placement agent, their obligations under applicable FINRA
rules, and thus the Company, and the placement agent and their respective advisors will rely upon the information contained herein;


 






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(p)           The
Purchaser (i) if
a natural person,
represents that the
Purchaser has reached
the age of 21
and has full
power and authority
to execute
and deliver
this Agreement and all other related
agreements or certificates
and to
carry out
the provisions
hereof and thereof; (ii) if a corporation,
partnership, or limited liability company
or partnership, or association, joint stock company, trust, unincorporated organization
or other entity, represents
that such entity was not formed
for the specific purpose of acquiring the
Units, such entity is duly organized,
validly existing and in good standing under
the laws of the
state of its organization, the consummation
of the transactions contemplated hereby
is authorized by, and will not result
in a violation of state law or its charter
or other
organizational documents, such entity
has full power
and authority to execute and deliver
this Agreement and all other
related agreements or certificates and
to carry out the provisions hereof and thereof
and to purchase and hold the securities constituting the Units, the
execution and delivery
of this Agreement has been duly authorized by all necessary
action, this Agreement has been duly executed
and delivered on behalf
of such entity and is a legal,
valid and binding obligation of such entity;
or (iii) if executing
this Agreement in a
representative or fiduciary
capacity, represents
that it has full power and
authority to execute
and deliver this Agreement in such capacity
and on behalf of the
subscribing individual,
ward, partnership, trust, estate,
corporation, or limited liability
company or partnership, or other
entity for whom the Purchaser is executing
this Agreement, and
such individual,
partnership, ward, trust, estate, corporation,
or limited liability
company or partnership,
or other entity has
full right
and power to perform pursuant to this
Agreement and make an investment
in the Company, and represents that this
Agreement constitutes a legal,
valid and binding obligation of such entity.
The execution and
delivery of this Agreement
will not violate
or be in conflict
with any order, judgment, injunction, agreement
or controlling document to which
the Purchaser is a party or by which
it is bound;


 


(q)           The
Purchaser and the
Advisers, if any,
have had the
opportunity to obtain any additional
information,
to the extent
the Company
has such information
in its possession or
could
acquire it without unreasonable effort
or expense, necessary to verify the accuracy
of the information contained
in the PPM and all
documents received
or reviewed in connection with the
purchase of the Units and have had
the opportunity to have representatives of the
Company provide them with such
additional information regarding the terms
and conditions of this particular investment and the financial condition, results
of operations, business of
the Company
deemed relevant by the
Purchaser or the
Advisers, if any,
and all such
requested information,
to the extent
the Company
had such information in its possession
or could acquire it without
unreasonable effort or expense, has
been provided to the full satisfaction of the Purchaser and the Advisers, if
any;


 


(r)           Any
information
which the Purchaser
has heretofore furnished
or is furnishing herewith
to the Company
or the Placement
Agent is complete
and accurate and
may be relied
upon by
the Company,
and the Placement Agent
in determining the
availability of an exemption from 
registration under federal and  state  securities
 laws in connection with the offering of securities
as described in the PPM and for use in
any filing of a registration statement (and each amendment thereto) with the SEC or any other reporting obligations of the Company
under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act) and each other applicable
law, including any state or non-US securities laws. The Purchaser further represents
and warrants that it
will notify
and supply corrective information
to the Company and the Placement
Agent immediately upon the occurrence
of any change therein occurring prior to the
Company's
issuance of the securities
contained in the Units;


 






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(s)           The
Purchaser has significant
prior investment
experience, including investment
in non-listed and
non-registered securities. 
The Purchaser is
knowledgeable about investment
considerations in
companies with limited operating
histories. 
The Purchaser has a sufficient net worth to sustain a loss of its entire investment
in the Company in the event such a loss
should occur. The Purchaser's overall commitment
to investments which are not readily marketable
is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase
of the Units will not cause such commitment
to become excessive. The Purchaser has
determined that the investment in the Units is
a suitable one for the Purchaser;


 


(t)           The
Purchaser is
satisfied
that the Purchaser
has received
adequate information
with respect
to all
matters
which it or the Advisers, if any,
consider material to its decision
to make this investment;


 


(u)           The
Purchaser acknowledges that
any estimates
or forward-looking statements
or projections included in
the PPM were prepared
by the Company in good
faith but that
the attainment of 
any  such  projections, estimates
or  forward-looking statements
 cannot be guaranteed by the Company and
should not be relied upon;


 


(v)           Within
five (5) days
after receipt
of a request from
the Company, the
Purchaser will provide
such information
and deliver such documents
as may reasonably be necessary to comply
with any and all laws and ordinances to which the Company
is subject;


 


(w)           THE
SECURITIES OFFERED HEREBY
HAVE NOT BEEN
REGISTERED UNDER
THE SECURITIES ACT
OF 1933, AS
AMENDED, OR
ANY STATE SECURITIES
LAWS AND ARE
BEING OFFERED
AND SOLD
IN RELIANCE
ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS
OF SAID ACT
AND SUCH LAWS.
 THE SECURITIES ARE
SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY
AND RESALE AND
MAY NOT BE TRANSFERRED
OR RESOLD
EXCEPT AS PERMITTED
UNDER SAID ACT AND
SUCH LAWS PURSUANT
TO REGISTRATION
OR EXEMPTION THEREFROM. THE SECURITIES
HAVE NOT BEEN RECOMMENDED, APPROVED
OR DISAPPROVED BY
THE
SECURITIES AND
EXCHANGE COMMISSION,
ANY STATE
SECURITIES COMMISSION OR ANY
OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING
 AUTHORITIES PASSED
UPON OR ENDORSED THE
MERITS OF THIS OFFERING
OR THE ACCURACY OR
ADEQUACY OF THE MEMORANDUM OR THIS
SUBSCRIPTION AGREEMENT.
ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL;


 


(x)           (For
ERISA plans only). The fiduciary of the ERISA
plan (the “Plan”) represents
that such fiduciary
has been
informed
of and understands the
Company’s investment
objectives, policies and
strategies,
and that
the decision to
invest “plan assets” (as
such term is defined in
ERISA) in the
Company is
consistent with the provisions of
ERISA that
require diversification  of plan
assets and impose other fiduciary responsibilities.
The Purchaser fiduciary or Plan (a)
is responsible for the
decision to
invest in the
Company;
(b) is independent of the
Company or
any of
its affiliates;
(c) is
qualified
to make
such investment
decision; and (d) in making
such decision, the Purchaser fiduciary
or Plan has not relied primarily
on any advice or recommendation of the
Company or any of
its affiliates.


 






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6.           Anti-Money
Laundering Representations and Warranties


 


(a)           The
Purchaser should check the
Office of Foreign
Assets Control
(“OFAC”) website
at <http://www.treas.gov/ofac>
before making
the following
representations.



 


(b)           The
Purchaser represents that
the amounts
invested by it
in the Company
in the Offering
were not and are
not directly or
indirectly derived from
activities that contravene
federal, state or
international laws and regulations,
including anti-money laundering
laws and regulations. Federal regulations
and Executive Orders administered by OFAC
prohibit, among other things,
the engagement in transactions with,
and the provision of
services to, certain foreign countries,
territories,
entities and individuals. The lists of
OFAC prohibited countries, territories, persons and entities can
be found on the OFAC website at <http://www.treas.gov/ofac>.
In addition, the programs administered
by OFAC (the “OFAC Programs”)
prohibit dealing with individuals[1]
or entities in certain countries regardless
of whether such individuals
or entities
appear
on the OFAC lists.


 


(c)           To
the best of
the Purchaser’s knowledge,
none of: (1)
the Purchaser; (2)
any person controlling or
controlled by the
Purchaser; (3)
if the Purchaser
is a privately-held
entity, any person  having
a  beneficial interest in the
Purchaser; or
(4)  any
person  for  whom the Purchaser is
acting as agent or nominee in connection
with this investment is
a country, territory, individual or entity
named on an OFAC
list, or a person
or entity prohibited under the OFAC Programs. 
 The Purchaser acknowledges that the
Company may not accept
any amounts from a prospective investor if
such prospective investor cannot make the
representation set forth
in the preceding
paragraph. The Purchaser agrees to promptly
notify the Company and
the Placement Agent should the Purchaser
become aware of
any change in the
information set forth in
these representations. The Purchaser understands and acknowledges that, by law,
the Company may be obligated
to “freeze the
account” of the Purchaser,
either by prohibiting additional
subscriptions from
the Purchaser, declining any redemption requests and/or segregating the assets
in the account in
compliance with
governmental regulations, and the
Placement Agent may also be required
to report such action and to disclose
the Purchaser’s identity to OFAC.
 The Purchaser further acknowledges that
the Company
may, by written notice to
the Purchaser, suspend the redemption
rights, if any, of the Purchaser
if the Company reasonably deems it
necessary to do so to comply with anti-money laundering regulations applicable to the
Company and the Placement Agent or any of the Company’s other service providers.
These individuals include specially designated nationals, specially designated narcotics
traffickers and other parties subject
to OFAC sanctions and embargo programs;


 


(d)           To
the best of
the Purchaser’s knowledge,
none of: (1)
the Purchaser; (2)
any person controlling or
controlled by the
Purchaser; (3)
if the Purchaser
is a privately-held
entity, any person  having
a  beneficial interest in the
Purchaser; or
(4)  any
person  for  whom the Purchaser is
acting as agent or nominee in connection
with this investment is
a senior foreign political figure,[2]
or any immediate family[3]
member
or close associate[4]
of a senior foreign
political figure, as such terms are defined
in the footnotes below; and


 





 






1 These individuals
include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions
and embargo programs.






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(e)           If
the Purchaser is
affiliated with a
non-U.S. banking institution
(a “Foreign Bank”), or
if the Purchaser
receives deposits from,
makes payments
on behalf of, or
handles other financial transactions related to a Foreign Bank, the Purchaser
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address,
other than solely an electronic address, in a country in which the Foreign
Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains
operating records related
to its banking activities; (3) the Foreign
Bank is subject to inspection by the banking authority
that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign
Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that
is not a regulated affiliate.


 


7.           Representations
and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:


 


(a)           The
Company is a corporation duly formed, validly existing and in good standing under the laws of the State of its formation and has
the corporate power to conduct the business which it conducts and proposes to conduct.


 


(b)           The
execution, delivery and performance of this Agreement by the Company have been duly authorized by the Company and all other corporate
action required to authorize and consummate the offer and sale of the Units has been duly taken and approved.


 


(c)           The
Units, Common Stock and Warrants to be issued and sold to the Purchaser as provided hereunder (and the Warrant Shares to be issued
upon the exercise of the Warrants) have been duly authorized and when issued and delivered against payment therefor, will be validly
issued, fully paid and non-assessable and will conform to the description thereof in the PPM. There are no preemptive or other
rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Common Stock issuable
upon exercise of the Warrants pursuant to the Company's certificate of incorporation or bylaws or any agreement or other outstanding
instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of
Common Stock to be issued upon exercise of the Warrants.


 





 



 


2 A
“senior foreign political figure” is defined as a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major
foreign political party, or a senior executive of a foreign government- owned corporation. In addition, a “senior
foreign political figure” includes any corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.


 


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents,
siblings, spouse, children and in-laws.


 


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known
to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position
to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.






 



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(d)           The
Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary
for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have
a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained
are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the
Company is in all material respects complying therewith.


 


(e)           The
information provided in the PPM, considered in the aggregate, does not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(f)           The
Company shall provide for the transfer, upon request of the Purchaser, or removal of any legends upon the Securities, all as may
be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company’s transfer agents,
at no cost to the Purchaser. The Company shall make generally available such information as may be necessary under SEC Rule 144
to allow for the resale of Securities by the Purchaser for at least three (3) years after the final Closing of the Offering.


 


(g)           Prior
to the Initial Closing, the Purchaser has received a copy (or the Company has made available) the reports and documents that have
been filed by the Company with the SEC.


 


8.           Regulatory
History of the Placement Agent. The Purchaser agrees to maintain in confidence any non-public information disclosed to the
Purchaser in connection with the purchase of the Units. The Purchaser represents that, as required by the new disclosure requirements
under SEC Regulation D, Rule 506 (e), it has been called to the Purchaser’s attention that the officers of the placement
agent specified in the PPM has, in the past, been temporarily suspended from membership in the Financial Industry Regulatory Authority
(FINRA). Additional information regarding such placement agent can be obtained from www. brokercheck.finra.org.  


 


9.           Indemnification.
 The Purchaser
agrees to indemnify
and hold harmless
the Company, the placement
agent, and their
respective officers, directors,
employees, agents, control
persons and affiliates
from and against
all losses,
liabilities, claims,
damages, costs, fees
and expenses whatsoever (including, but not limited
to, any and all expenses incurred
in investigating, preparing or defending against any litigation
commenced or threatened) based upon
or arising out
of any actual
or alleged false
acknowledgment, representation or warranty, or misrepresentation
or omission to
state a material fact,
or breach by the
Purchaser of any covenant or
agreement made
by the Purchaser herein or in any other
document delivered
in connection with this Agreement.


 


10.           Irrevocability;
Binding Effect. The Purchaser
hereby acknowledges
and agrees that the subscription
hereunder is irrevocable
by the Purchaser,
except as required
by applicable law,
and that this Agreement
shall survive
the death or disability of the Purchaser
and shall be binding
upon and inure to the benefit
of the parties and
their heirs, executors,
administrators, successors, legal representatives,
and permitted assigns. If the Purchaser is more
than one person, the obligations of the
Purchaser hereunder shall be joint
and several and
the agreements, representations, warranties,
and acknowledgments herein
shall be deemed to be made by and be binding upon
each such person and such person's
heirs, executors, administrators,
successors, legal representatives,
and permitted assigns.


 






    	9



    	 



    

 


11.           Modification.
 This Agreement
shall not be
modified or waived
except by an instrument
in writing
signed by the
party against
whom any such
modification or waiver
is sought.


 


12.           Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the
address set forth above, or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either case,
to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 11). Any
notice or other
communication given by certified
mail
shall be deemed
given at the
time
of certification thereof,
except for a
notice changing a party's
address which
shall be deemed given at
the time of receipt thereof.


 


13.           Assignment.
 This Agreement and
the rights,
interests and obligations hereunder
are not transferable
or assignable by
the Purchaser and
the transfer or
assignment of the 
shares  of  Common Stock or 
the  Warrants shall be made
only in accordance with all applicable
laws.


 


14.           Applicable
Law.  This
Agreement shall be
governed by and
construed in accordance with
the laws of
the State of
New York applicable
to contracts to be wholly- performed
within said State.


 


15.           Arbitration.
 The parties
agree to submit
all controversies to
arbitration
in accordance with
the provisions set
forth below and understand that:


 


(a)           Arbitration
is final and
binding on the parties.


 


(b)           The
parties are waiving
their right to seek
remedies in
court, including the right
to a jury trial.


 


(c)           Pre-arbitration
discovery is generally
more limited
and different from
court proceedings.


 


(d)           The
arbitrator's award
is not required
to include factual
findings or legal
reasoning and any party's
right to appeal
or to seek modification
of rulings by arbitrators
is strictly limited.


 


(e)           The
panel of
arbitrators
will typically
include a
minority
of arbitrators
who were or are affiliated
with the securities
industry.


 


(f)           All
controversies which may
arise between the parties
concerning
this Agreement shall
be determined
by arbitration
pursuant to the
rules then pertaining to
the Financial Industry
Regulatory Authority, Inc.
(“FINRA”) in New York
City, New York. Judgment on
any award of any such arbitration
may be
entered in the Supreme Court
of the State of New York or in any other court having jurisdiction
of the person or persons against whom such award
is rendered. Any
notice of such
arbitration
or for
the confirmation
of any
award in any arbitration
shall be sufficient
if given in
accordance with the provisions
of this Agreement. The parties
agree that the determination of the
arbitrators shall
be binding and conclusive
upon them. No punitive damages shall be awarded by any arbitration panel.


 






    	10



    	 



    

 


16.           Blue
Sky Qualification. 
The purchase of
Units under this
Agreement is expressly
conditioned
upon the exemption
from qualification
of the offer
and sale of
the Units from applicable
federal and state securities
laws.  The Company
shall not be required to qualify this transaction under the securities laws of any
jurisdiction and, should qualification be necessary,
the Company shall be released from
any and all obligations to maintain its
offer, and may rescind any sale contracted,
in the jurisdiction.


 


17.           Use
of Pronouns. 
All pronouns and
any variations thereof
used herein shall
be deemed
to refer to
the masculine, feminine,
neuter, singular or plural as the identity of the
person or persons referred to may require.


 


18.           Confidentiality.
 The Purchaser
acknowledges and agrees
that any information
or data the Purchaser
has acquired from
or about the
Company, not
otherwise properly in the
public domain, was received in
confidence. The Purchaser agrees not to divulge, communicate or disclose,
except as
may be
required by law or for the
performance of this Agreement, or
use to the detriment
of the Company
or for the
benefit of any other person
or persons, or
misuse in
any way, any confidential information
of the Company,
including any scientific, technical, trade or business secrets of
the Company and any scientific, technical, trade or
business materials that are treated
by the Company as
confidential or proprietary, including, but
not limited to, ideas, discoveries,
inventions, developments and improvements belonging to the Company
and confidential information obtained by or
given to the Company about or belonging
to third parties.


 


19.           Miscellaneous.


 


(a)           This
Agreement, together with
the Registration
Rights Agreement, constitute
the entire
agreement between
the Purchaser
and the
Company
with respect
to the subject matter
hereof and supersede
all prior oral or written agreements
and understandings, if any, relating
to the subject
matter hereof.  The
terms and
provisions of this Agreement may
be waived, or consent for the departure
therefrom granted, only by a written document
executed by the party entitled to the benefits of such terms
or provisions.


 


(b)           The
representations and warranties
of the
Company and the
Purchaser made
in this Agreement shall
survive the
execution and
delivery hereof and
delivery
of the shares of Common Stock and Warrants
contained in the Units.


 


(c)           Each
of the parties
hereto shall pay
its own fees
and expenses (including
the fees of any
attorneys, accountants,
appraisers or
others engaged by
such party) in
connection with this Subscription Agreement
and the transactions contemplated hereby
whether or not the transactions contemplated hereby are consummated.
The Company shall provide, at its cost and expense, any and all opinions of counsel to the Company’s transfer agent, with
respect to any sale or transfer of shares of Common Stock, Warrants or Warrant Shares by a Purchaser.


 






    	11



    	 



    

 


(d)           This
Agreement may
be executed
in one or
more counterparts
each of which shall be
deemed an
original, but all
of which shall together
constitute
one and
the same instrument.


 


(e)           Each
provision of this
Agreement shall
be considered separable
and, if for any
reason any
provision or provisions
hereof are determined
to be invalid or
contrary to applicable law, such invalidity or illegality shall
not impair the operation
of or affect the remaining portions of this
Agreement.


 


(f)           Paragraph
titles are for
descriptive
purposes only
and shall
not control or
alter the meaning
of this Agreement
as set forth
in the
text.


 


(g)           The
Purchaser understands
and acknowledges
that there
may be
multiple closings
for this Offering.


 


[REMAINDER OF
PAGE
INTENTIONALLY LEFT BLANK]


 




    	12



    	 



    

 


Instructions


 


To
subscribe for Units in the private
offering by LEGACY EDUCATION ALLIANCE, INC.:


 


1.           Date
and Fill in
the number of
Units
being purchased and
Complete and Sign
the attached


 


(a)           Signature
Page to this Subscription
Agreement and 


 


(b)           The
Signature Page to the Registration Rights
Agreement.


 


2.           Complete
and Sign the
Certificate of Accredited Investor or Non US Person Status.


 


3.           E-mail
these documents to the Company at


 


James E. May (jamesmay@legacyeducationalliance.com)


 


or send by Federal Express
to:


 


1612 Cape Coral Parkway East


Cape Coral, FL 33904

Attention: James E. May


 


4.           Please
make your subscription payment payable to the order of “Legacy Education Alliance, Inc.” 


 


5.           For
wiring
funds directly to the Company, see the following instructions:


 


	 	Beneficiary Bank:	The Biltmore Bank of Arizona
	 	 	5055 N 32nd Street
	 	 	Phoenix, AZ 85018
	 	 	 
	 	Beneficiary Customer:	Rich Dad Education
	 	 	 
	 	Beneficiary Customer Number:	9525668
	 	 	 
	 	Routing / ABA #:	122106002


 




    	 



    	 



    

 


[PURCHASER SIGNATURE PAGES TO SUBSCRIPTION
AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date
first indicated above.


 


Name of Purchaser: _________________________________________________________


 


Signature of Authorized Signatory of Purchaser:
__________________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Email Address of Authorized Signatory: _________________________________________


 


Facsimile Number of Authorized Signatory: ______________________________________


 


Address for Notice to Purchaser:           _______________________________________________


 


__________________________________________________________________________


 


__________________________________________________________________________


 


Address for Delivery of Units to Purchaser
(if not same as address for notice):


 


 


 


Subscription Amount: $_________________(U.S.)


 


Number of Units: _________________


 


Bank or Brokerage Account Information:


 


[Each Purchaser shall also deliver
the applicable tax forms such as the Form W-9 and a certificate that they are an accredited investor] 


 


Accepted by the Company for ___________
Units:


 


	LEGACY EDUCATION ALLIANCE, INC.	 	Date: _______________


 


	By:	 	 
	Name: 	 	 
	Title:	 	 



 



    	 



    	 



    

 


Exhibit A

Form of the Warrant

[Attached Hereto]


 


 


 


 


 


 




    	 



    	 



    

 


Exhibit B

Wire Transfer Instructions

[Attached Hereto]


 


 


 


 




    	 



    	 



    

 


Exhibit C

Registration Rights Agreement

[Attached Hereto]


 


 


 


 




    	 



    	 



    

 


Exhibit D

Certificate of Purchaser

[Attached Hereto]