Exhibit
10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________ ___, 20__ by and
among LEGACY EDUCATION ALLIANCE, INC. (the “Company”) and the parties listed on Schedule I hereto (collectively,
the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Subscription Agreement (as defined below).


 


WHEREAS,
the Investors on the date of this Agreement have purchased securities in the Company and have requested registration rights for
such securities as a condition to purchasing such securities;


 


WHEREAS,
the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Investors
to facilitate their investment in the Company; and


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section
1.01      Definitions.


 


The
terms set forth below are used herein as so defined:


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized
or required by law to close.


 


“Change
of Control” shall mean either (i) the acquisition of the Company by another person or entity by means of any transaction
or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization,
merger or consolidation, but excluding any such transaction if the primary purpose of such transaction is to change the Company’s
domicile, and excluding any equity financing the primary purpose of which is to raise operating capital for the Company) that
results in a transfer of at least fifty percent (50%) of the total voting power represented by the Company’s voting securities
before such acquisition; or (ii) a sale, lease, or other conveyance of all or substantially all of the Company’s assets.


 


“Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Consummation
Date” shall mean the final closing date of the Offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Holder”
means the record holder of any Registrable Securities.


 




    	 



    	 



    

 


“Included
Registrable Securities” has the meaning specified therefore in Section 2.02(a) of this Agreement.


 


“Losses”
has the meaning specified therefore in Section 2.05(a) of this Agreement.


 


“Majority-in-Interest”
means Investors holding a majority of the Registrable Securities.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.


 


“Piggyback
Registration” means a registration involving the sale of Common Stock by the Company as described further in Section
2.02(a) of this Agreement.


 


“Piggyback
Rights Notice” shall have the meaning set forth in Section 2.02(a).


 


“Placement
Agent” means Network 1 Financial Securities, Inc., the exclusive placement agent for the private placement of shares
of Common Stock and warrants pursuant to which this Agreement was made.


 


“Subscription
Agreement” means the Subscription Agreement between the Company and the investors named therein.


 


“Offering”
means the private investment in public equity, or PIPE, financing of the Company that occurs in accordance with the Subscription
Agreement.


 


“Registrable
Securities” means, with respect to any Holder (i) any and all shares of Company Common Stock which are owned by
such Holder as of the Consummation Date (as hereinafter defined), (ii) any shares of Company Common Stock issuable upon exercise
or exchange of any securities of the Company, including, but not limited to, the Common Stock issued upon exercise of the warrants
(the “Warrants”) purchased under the Subscription Agreement, which are owned by such Holder as of the Consummation
Date, (iii) any shares of Company Common Stock issuable to the Placement Agent or its assigns upon exercise of warrants issued
to the Placement Agent in connection with the private placement of shares of Common Stock and warrants or the Offering; and (iv) any
securities of the Company issued in respect of the shares of Company Common Stock issued or issuable to any of the Holders by
way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise and any shares of Company Capital Stock issuable upon exercise or exchange thereof, in each
case to the extent relating to any securities of the Company which were owned by such Holder as of the Consummation Date, each
of which Registrable Securities described under (i) through (iii) above are subject to the rights provided herein until such rights
terminate pursuant to the provisions hereof.


 


“Registration
Expenses” has the meaning specified therefore in Section 2.04(a) of this Agreement.


 


“Registration
Statement” means a registration statement under the Securities Act to permit the resale of the Registrable Securities.


 




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“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as may be amended from time to time.


 


“Rule
145” means Rule 145 promulgated by the Commission pursuant to the Securities Act, as may be amended from time to time.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Expenses” has the meaning specified therefore in Section 2.04(a) of this Agreement.


 


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement by the Company in
accordance with the provisions of this Agreement.


 


“Underwritten
Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Stock is sold
to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with
one or more investment banks.


 


Section
1.02      Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a Registration Statement
covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective Registration Statement, (b) when such Registrable Security is held by the Company or one
of its subsidiaries, (c) when such Registrable Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are not assigned to the transferee of such securities.


 


ARTICLE
II

REGISTRATION RIGHTS


 


Section
2.01      Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any
Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use
of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of
the Registrable Securities pursuant to the Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization,
disposition or other similar transaction and the Company’s independent directors determine in good faith that the Company’s
ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such
transaction in the Registration Statement or (ii) the Company has experienced some other material non-public event the disclosure
of which at such time, in the good faith judgment of the Company’s directors, would materially adversely affect the Company;
provided, however, in no event shall the Registration Statement be suspended for a period exceeding
an aggregate of ninety (90) days in any three hundred sixty five (365)-day period. Upon disclosure of such information or the
termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable
Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect
and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.


 




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Section
2.02      Piggyback Rights.


 


(a)Participation.
If at any time after the Consummation Date, the Company proposes to file a registration statement for the sale of Common Stock
in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than ten Business
Days prior to the filing of such registration statement, the Company shall give notice (“Piggyback Rights Notice”)
of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such
Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each
such Holder may request in writing (but only to the extent that such Registrable Securities are not then subject to lock-up provisions
under any lock-up or similar agreement); provided, however, that if the Company has been advised by
the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse
effect on the price, timing or distribution of the Common Stock offered by the Company under such registration statement, then
the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of
Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day
pursuant to Section 3.02 hereof and receipt of such notice shall be deemed to be received by Holders on the next Business Day.
Holder shall then have three (3) Business Days after such deemed receipt of the notice to request inclusion of Registrable Securities
in the Underwritten Offering by providing a written notice (“Piggy Back Registration Notice”) to the Company within
such period. If no Piggy Back Registration Notice from a Holder is received within the specified time, then such Holder shall
have no further right to participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable
Securities in any registration statement filed by the Company as described in this Section 2.02(a) as stated in the Piggy Back
Registration Notice, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent
registration statement or registration statements as may be filed by the Company with respect to the offering by the Company of
its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of its intention
to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for
any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such
determination to the Holders the timely provided a Piggy Back Registration Rights Agreement and, (x) in the case of a determination
not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering,
shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten
Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling
Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal up to and including
the Business Day immediately preceding the Business Day on which the underwriters price such offering. Each Holder agrees that
upon receiving a Piggyback Rights Notice that it will not trade any securities of the Company if such Holder participates in the
Underwritten Offering and in any event will not trade (buy or sell) any securities of the Company in each case, in violation of
any applicable law including insider trading and Regulation M.


 




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(b)Priority
of Piggyback Rights. If (1) the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Company Common
Stock included in an Underwritten Offering involving Included Registrable Securities advises the Company that the total amount
of Company Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that
can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Company
Common Stock offered or the market for the Company Common Stock, then the Company Common Stock to be included in such Underwritten
Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Company
can be sold without having such adverse effect, or (2) the terms of any registration rights granted to any other person by the
Company permits such sale, with such number to be allocated (i) first, to the Company and (A) second, to any other Person
that is participating in such Underwriitten Offering; and (B) third pro rata among the Selling Holders who have requested participation
in such Underwritten Offering and any other Person holding Company securities who may also be including any such securities for
sale in such Underwritten Offering based, for each Selling Holder or other Person, on the fraction derived by dividing (x) the
number of shares of Company Common Stock proposed to be sold by such Selling Holder or other Person in such Underwritten Offering
by (y) the aggregate number of shares of Company Common Stock proposed to be sold by all Selling Holders and other Persons in
such Underwritten Offering. For clarity, the Managing Underwriter or Underwriters shall have the ability to fully cut back any
Registrable Securities in connection with the Underwritten Offering without limiting the shares of Common Stock or other securities
to be registered in such Underwritten Offering. If any Selling Holder or other Person does not agree to the terms of any such
underwriting, such Selling Holder or other Person, as the case may be, may be excluded from the Underwritten Offering by written
notice from the Company or the Managing Underwriter. Any Registrable Securities or other Company securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the Managing Underwriter or Underwriters may round the number of shares allocated to any Holder
to the nearest one hundred (100) shares. If shares are so withdrawn from the registration and if the number of shares of Registrable
Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the registration the right to include additional securities
in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among
the Selling Holders or other Person or Persons requesting additional inclusion in accordance with the formula contained in this
Section 2.02(b). The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
2.02 at any time whether or not any Holder has elected to include securities in such registration.


 


(c)Notwithstanding
the provisions of this Section 2.02, the Company shall not have any obligation under this Section 2.02 if a Registration Statement
permitting the sale the Registrable Securities has been effective.


 




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Section
2.03      Sale Procedures. In connection with its obligations contained in Section 2.01, the Company will:


 


(a)prepare
and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective and as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by the Registration Statement;


 


(b)furnish
to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration
statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts
of all such documents proposed to be filed, and provide each such Selling Holder five (5) Business Days to object in writing to
any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections
reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such
other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement
or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons
may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such
Registration Statement or other registration statement;


 


(c)if
applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration
Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions
as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request, provided,
however, that the Company will not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action which would subject it to general service of process in any
such jurisdiction where it is not then so subject;


 


(d)promptly
notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus
or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such
Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective,
and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request
by the Commission for amendments or supplements to the Registration Statement or any other registration statement or any prospectus
or prospectus supplement thereto;


 


(e)immediately
notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement
or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing, (ii) the issuance or overt threat of issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement,
or the initiation of any proceedings for that purpose, or (iii) the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of
any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement
the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as
is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;


 




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(f)otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;


 


(g)make
available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and the
Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities
Act; provided, however, that the Company need not disclose any information to any such representative
unless and until such representative has entered into a confidentiality agreement with the Company;


 


(h)cause
all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized
quotation system on which similar securities issued by the Company are then listed;


 


(i)use
its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders
to consummate the disposition of such Registrable Securities;


 


(j)provide
a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective
date of such registration statement; and


 


(k)enter
into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters,
if any, in order to expedite or facilitate the disposition of such Registrable Securities.


 


Each
Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e)
of this Section 2.03, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.03 or until it
is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional
or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will,
or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company’s expense) all
copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the
prospectus covering such Registrable Securities current at the time of receipt of such notice.


 




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Each
Holder shall provide all information that is reasonably requested by the Company with respect to the selling stockholder information
that is required to be included in a Registration Statement and matters to determine the accuracy of the information that is required
to be so disclosed (the “Selling Stockholder Information”). Notwithstanding any provisions of this Agreement
to the contrary, the Company shall not be required to include any Registrable Shares of any Holder in any Registration Statement
if such Holder does not provide in writing confirmation as to the Selling Stockholder Information of such Holder and the Holder
shall no longer have any rights under Section 2.01 or 2.03 if such Holder does not timely respond to such request for Selling
Stockholder Information or does not provide such confirmation with respect to the Registration Statement that is filed in accordance
with Section 2.01.


 


Notwithstanding
any provision of this Agreement to the contrary, each Holder shall not sell any securities of the Company if it or any Affiliate
of any such Holder is participating in the distribution of any securities during the restricted period, all to the extent that
any such activity could cause a violation of Regulation M.


 


Section
2.04      Expenses.


 


(a)Certain
Definitions. “Registration Expenses” means all expenses incident to the Company’s performance under
or compliance with this Agreement to effect the registration of Registrable Securities under the Registration Statement pursuant
to Section 2.01 or an Underwritten Offering pursuant to Section 2.02 and the disposition of such securities, including, without
limitation, all registration, filing, securities exchange listing and annual maintenance fees, all registration, filing, qualification
and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority,
transfer taxes and fees of transfer agents and registrars, all word processing, duplicating and printing expenses, the fees and
disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance. Except as otherwise provided in Section 2.05
hereof, the Company shall not be responsible for legal or other professional or similar fees incurred by Holders in connection
with the exercise of such Holders’ rights hereunder; provided, however that the Company shall pay the legal
fees of one counsel to the Investors and Holders (including any Selling Holders), to be selected by Placement Agent, in an amount
not to exceed ten thousand dollars ($10,000). In addition, the Company shall not be responsible for any “Selling Expenses,”
which means all underwriting fees, discounts and selling commissions allocable to the sale of the Registrable Securities under
the Registration Statement.


 


(b)Expenses.
The Company will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten
Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay all Selling Expenses
in connection with any sale of its Registrable Securities hereunder and pay all taxes related to the sale of the securities.


 




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Section
2.05     Indemnification.


 


(a)By
the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement,
the Company will indemnify and hold harmless each Selling Holder thereunder, its directors and officers, and each underwriter,
pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person,
if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, against
any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse
each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings;
provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, such underwriter or such controlling Person in writing specifically for use
in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director,
officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.


 


(b)By
Each Selling Holder. Each Selling Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its
directors and officers, and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange
Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information
regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration
Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of
the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving
rise to such indemnification.


 




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(c)Notice.
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party other than under this Section 2.05. In any action brought against any indemnified party, it shall notify the
indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and,
after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof,
the indemnifying party shall not be liable to such indemnified party under this Section 2.05 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume
the defense and employ counsel or (ii) if the defendants in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified
party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have
the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action,
with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to
be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party
shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent
of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional
release from all liability of, the indemnifying party.


 


(d)Contribution.
If the indemnification provided for in this Section 2.05 is held by a court or government agency of competent jurisdiction
to be unavailable to any indemnified patty or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of such indemnified party on the other in connection with the statements or omissions which resulted in such Losses,
as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling
Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received
by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified
party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject
of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.


 




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(e)Other
Indemnification. The provisions of this Section 2.05 shall be in addition to any other rights to indemnification or contribution
which an indemnified party may have pursuant to law, equity, contract or otherwise.


 


Section
2.06     Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially
reasonable efforts to:


 


(a)Make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 of the Securities
Act, at all times from and after the date hereof;


 


(b)File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at all times from and after the date hereof, and


 


(c)So
long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration; provided
that the Company’s obligations pursuant to this Section 2.06(c) shall be deemed satisfied with respect to any document that
is publicly available, free of charge, on the Commission’s EDGAR website.


 


Section
2.07     Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities granted
to the Investors by the Company under this Article II may be transferred or assigned by any Investor to one or more transferee(s)
or assignee(s) of at least one thousand (1,000) shares of Registrable Securities or to an Affiliate of such Investor. The Company
shall be given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and
identifying the securities with respect to which such registration rights are being transferred or assigned. Each such transferee
shall assume in writing responsibility for its portion of the obligations of such Investor under this Agreement be executing a
counterpart signature page hereto pursuant to which such transferee agrees to be bound by all terms and conditions contained in
this Agreement.


 


Section
2.08      Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not (except in
connection with the issuance of securities as consideration to the sellers of any Company or business acquired by the Company),
without the prior written consent of the a Majority-in-Interest of the Investors (or their respective permitted assignees), enter
into any agreement with any current or future holder of any securities of the Company that alters, restricts, or otherwise limits
the registration rights granted hereunder or that would allow such current or future holder to require the Company to include
securities in any registration statement filed by the Company on a basis that is superior (as opposed to pari passu) in
any way to the registration rights granted to the Investors hereunder.


 




    	11



    	 



    

 


ARTICLE
III

MISCELLANEOUS


 


Section
3.01     Termination. This Agreement shall terminate upon the earlier of: (a) six months after the date when 75% of the
Warrants have been exercised or (b) two years after the effective date of the Registration Statement.


 


Section
3.02     Communications. All notices and other communications provided for or permitted hereunder shall be made in writing
by facsimile, courier service or personal delivery:


 


(a)if
to an Investors, to the address set forth under such Investor’s signature block in accordance with the provisions of this
Section 3.02,


 


(b)if
to a transferee of the Investor, to such transferee at the address provided pursuant to Section 2.07 above, and


 


(c)if
to the Company, to the address set forth under the Company’s signature block in accordance with the provisions of this Section
3.02.


 


All
such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered;
when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by
any other means.


 


Section
3.03      Effectiveness. This Agreement shall be effective automatically and without further action on the part of any party
hereto on the final closing date of the Offering.


 


Section
3.04      Amendments and Waivers. This Agreement may be amended, and any provision of it may be waived, only by a written
agreement executed by the Company and a Majority-in-Interest of the Investors; provided, however, that no such consent
shall be required to amend this Agreement to add as parties Investors purchasing Company securities in the Offering.


 


Section
3.05     Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.


 


Section
3.06     Assignment of Rights. All or any portion of the rights and obligations of the Investors under this Agreement may
be transferred or assigned by the Investors in accordance with Section 2.07 hereof.


 




    	12



    	 



    

 


Section
3.07     Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement
are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this Agreement or the Subscription Agreement. Nothing contained herein,
and no action taken by any Investor pursuant hereto shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or a
group with respect to such obligations or the transactions contemplated by this Agreement or the Subscription Agreement. Each
Investor acknowledges that no other Investor has acted as agent for such Investor in connection with enforcing its rights and
obligations under this Agreement. Each Investor will be entitled to independently protect an enforce its rights, including without
limitation the rights arising out of this Agreement and it shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same
Agreement for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do
so by any Investor.


 


Section
3.08     Aggregation of Purchased Common Stock. All Company Common Stock held or acquired by Persons who are Affiliates
of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.


 


Section
3.09     Recapitalization, Exchanges, etc. Affecting the Common Stock. The provisions of this Agreement shall apply to the
full extent set forth herein with respect to any and all securities of the Company or any successor, assign or acquirer of the
Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the
like occurring after the date of this Agreement.


 


Section
3.10     Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy
or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining
any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any
and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other
equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at
law or in equity which such Person may have.


 


Section
3.11     Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the same Agreement. Facsimile or other electronically
transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Agreement.


 


Section
3.12     Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


 


Section
3.13     Governing Law. The laws of the State of New York shall govern this Agreement without regard to principles of conflict
of laws.


 




    	13



    	 



    

 


Section
3.14     Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.


 


Section
3.15     Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
with respect to the rights granted by the Company set forth herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


Section
3.16     No Presumption. If any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement,
no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or
at the request of a particular party or its counsel.


 


[SIGNATURE
PAGES FOLLOW]


 




    	14



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Registration Rights Agreement on the date
first written above.


 


	 	LEGACY
    EDUCATION ALLIANCE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	with
    a copy to:
	 	 	 
	 	 	Herrick,
    Feinstein LLP
	 	 	2
    Park Ave
	 	 	New
    York, NY 10016
	 	 	Facsimile:
    (212) 592-1500
	 	 	Attention:
    Richard Morris
	 	 	 
	 	and	 
	 	 	 
	 	 	Legacy
    Education Alliance, Inc.
	 	 	1612
    Cape Coral Parkway East
	 	 	Cape
    Coral, FL 33904
	 	 	Attention:
    James E. May, General Counsel


 


[Signatures
of the Investors on the Following Pages]


 




    	 



    	 



    

 


Signature
page of an Investor to the Registration Rights Agreement


 


	If
    the Investor is an individual:	 	If the Investor is not an individual:
	 	 	 	 
	 	 	 	 
	Print
    Name:	 	Name of Investor
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	Address
    for notices:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Facsimile:	 	 
	 	 	 
	Email:	 	 


 




    	 



    	 



    

 


Schedule
I


 


Schedule
of Investors


 


	Legacy
    Education Alliance, Inc. Investor Name, Address and Fax Number
	 
	 
	 
	 
	 
	 


 




    	 



    	 



    

 


Joinder
Agreement to

Registration Rights Agreement

of Legacy Education Alliance, Inc.


 


THIS
JOINDER AGREEMENT (this “Joinder”) to that certain Registration Rights Agreement of Legacy Education Alliance,
Inc. (the “Company”), attached hereto (as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Agreement”), is made and entered into as of [INSERT DATE], by and between
the Company and [INSERT NAME] (“Investor”). Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Agreement.


 


WHEREAS,
Investor is purchasing an aggregate amount of Notes set forth under the signature page of the Investor to this Agreement:


 


WHEREAS,
pursuant to the terms of the Agreement, in order to become a Holder of the Company, the Investor is required, as a holder of such
Registrable Securities, to become a party to the Agreement, and Investor agrees to do so in accordance with the terms hereof.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:


 


Agreement
to be Bound. Investor hereby agrees that upon execution and delivery of this Joinder by the Investor and the Company, the
Investor shall become a party to the Agreement and shall be fully bound by, and have all of the rights and benefits of, the Agreement,
subject to all of the covenants, terms and conditions of the Agreement as though an original party thereto.


 


Successors
and Assigns. This Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and
assigns and Investor and its successors and assigns.


 


Counterparts.
This Joinder may be executed in counterparts, and as so executed shall constitute one agreement binding on the Investor and the
Company.


 


Governing
Law. This Joinder shall be governed by, and construed in accordance with, the laws and decisions of the State of New York,
without regard to conflict of law rules applied in such State.


 


Descriptive
Headings. The captions used herein are intended for convenience of reference only, shall not constitute any part of this Joinder
and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Joinder.


 


[THE
NEXT PAGE IS THE SIGNATURE PAGE.]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Joinder as of the date first above written.


 


	 	LEGACY EDUCATION ALLIANCE, INC.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	[INSERT INVESTOR NAME]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	[signature if an individual]
	 	 	 	 
	 	Amount
    of Investment: $ __________