Exhibit 10.4


 


Supplement to Subscription Agreement


 


This supplement to the Subscription Agreement
(the “Supplement”) is made and entered into by and between Legacy Education Alliance, Inc. (the “Company”),
and the investor named below (the “Investor”). The capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Offering Documents (as defined hereinafter). By execution of this Supplement, the Investor
agrees as follows:


 


1.        Revised terms of
the offering.


 


1.1.        The Company has
previously provided to the Investor a Subscription Agreement, a Registration Rights Agreement, a Form of Warrant and a Private
Placement Memorandum (collectively, “Offering Documents”) as part of a private placement offering of units of
common stock and warrants to purchase the common stock (the “Offering”). The Offering is for the purchase of
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. The price per Unit is $0.55. The Company desires
to revise the terms of the Offering by amending certain Offering Documents as follows:


 


1.2.        Amendments to the
Subscription Agreement.


 


1.2.1.          Section
5(l) of the Subscription Agreement is hereby amended to reflect that:


 


(i)          The Investor
will not have any registration rights with respect to shares of Common Stock that are sold in the Offering; and


 


(ii)         The Investor
will have “piggy-back” registration rights with respect to the shares of Common Stock that may be purchased by an Investor
upon the exercise of the Warrant.


 


1.2.2.          The amendments
to the Subscription Agreement are attached as Exhibit A to this Supplement (deletions are indicated by strike through text
and additions are indicated by double underlined text).


 


1.3.        Amendments to the
Registration Rights Agreement.


 


1.3.1.          The Consummation
Date is defined as May 1, 2015.


 


1.3.2.          The Piggyback
Rights provided in Section 2.02 is amended to provide that:


 


(i)          Each stockholder
of the Company that exercises its “piggyback” registration rights will not trade securities of the Company in violation
of applicable law.


 


(ii)          The Investor’s
priority of its “piggyback” registration rights will be subject to any other registration rights provided by the Company
to another Person and then as was provided in the Registration Rights Agreement.


 






    	 



    	 



    

 


1.3.3.          The amendments
to the Registration Rights Agreement are attached as Exhibit B to this Supplement (deletions are indicated by strike through
text and additions are indicated by double underlined text).


 


2.          Supplement to the
PPM. The Private Placement Memorandum is hereby amended by this Supplement.


 


3.          Confirmation of
Representations and Warranties. The Investor hereby confirms the representations and warranties made by it in each of the Subscription
Agreement and the Registration Rights Agreement and the Warrant and confirms its investment interest in the Company.


 


4.          Ratification.
The terms of each of the Subscription Agreement and Registration Rights Agreement are hereby ratified and confirmed, as supplemented
and amended by this Agreement, in full force and effect.


 


5.           Signatures.


 


5.1.        By executing and
delivering this Supplement, the undersigned Investor is hereby agreeing and executing and delivering as of the date of this Supplement:


 


5.1.1.          The Subscription
Agreement, as amended by this Supplement.


 


5.1.2.          The Registration
Rights Agreement, as amended by this Supplement.


 


5.1.3.          The Series
A Warrant to be issued to the Investor under the terms of the Subscription Agreement.


 


6.           Miscellaneous.
 


 


6.1.          This
Supplement 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.


 


6.2.          This
Supplement 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.


 


6.3.          A copy of the Subscription
Agreement and the Registration Rights Agreement, as amended, are attached as Exhibit C to this Supplement.


 


[Remainder of page intentionally left blank]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has caused this Supplement to be duly executed and delivered as of the date written below.


 


EXECUTED AND DATED this
____ day of __________, 2015.


 


	 	LEGACY EDUCATION ALLIANCE, INC.
	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	 	Investor:
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	 
	 	 	 


 




    	 



    	 



    

 


Exhibit A


Amendments / Changed Pages Only
to


The Subscription Agreement


 


[attached hereto]



 


(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;


 


(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 shares of Common Stock and 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 


 




    	 



    	 



    

 


Exhibit B


Amendments / Changed Pages Only
to


The Registration Rights Agreement


 


[attached hereto]






 


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.


 




    	1



    	 



    

 


“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.


 




    	2



    	 



    

 


“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 (a)
Timing of Registration. As soon as practicable following the final closing date of the Offering (the “Consummation Date”),
but in any event within sixty (60) days thereof, the Company shall use its commercially reasonable efforts prepare and file a
Registration Statement under the Securities Act with respect to all of the Registrable Securities. The Company shall use its commercially
reasonable efforts to cause such Registration Statement to become effective as soon as practicable after the initial filing of
the Registration Statement. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering
from the Registration Statement and the Managing Underwriter at any time shall notify 3 the Company in writing that, in the reasonable
judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material
importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially
reasonable efforts to include such information in the prospectus, it being acknowledged and agreed that the Company will not be
required to provide any confidential information under any material agreement or disclose information for that has not been disclosed
in its filings due to confidential treatment with the SEC. The Company will cause the Registration Statement filed pursuant to
this Section 2.01 to be continuously effective under the Securities Act, until there are no longer any Registrable Securities
outstanding, but in any event no longer than such time as counsel for the Company is willing to issue a legal opinion, in a form
acceptable to the transfer agent for the Company, that the Registrable Securities held by the Investors (assuming that no Investor
is an Affiliate of the Company or has transferred or assigned their Registrable Securities) may be sold pursuant to Section 4(1)
of the Securities Act, and the safe harbor provided under Rule 144. The number of Registrable Securities that will be included
will be the fullest amount that is permitted and if the Company is required to not include Registrable Securities because of applicable
law, then the number not included in the Registration Statement will be determined on a pro rata basis. Notwithstanding any provision
of this Agreement to the contrary, the Company shall not have any obligation to register or include in any Registration Statement
any Registrable Securiteis to the extent that the Commission takes a position that such securities may not be so registered or
so included in a Registration Statement.


 


Section
2.01  (b)    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.


 




    	3



    	 



    

 


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.


 




    	4



    	 



    

 


(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 (ii) second,(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.


 


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; 


 




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Exhibit C


Execution Copy of the Subscription
Agreement


Execution Copy of the Registration
Rights Agreement


 


[attached hereto]


 


 



 




    	



    	 



    



 








 


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;


 






    	2



    	 



    

 


(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;


 






    	3



    	 



    

 


(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;


 






    	4



    	 



    

 


(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;


 






    	5



    	 



    

 


(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.


 






    	6



    	 



    

 


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 individuals1
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;


 





 






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






    	7



    	 



    

 





(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 family3
member
or close associate4
of a senior foreign
political figure, as such terms are defined
in the footnotes below; and

 


(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.






 



    	8



    	 



    

 


(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 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]


 


 


 


 











    	 



    	 



    

 


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 2.06(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 and 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 2.05(a) of this Agreement.


 


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


 




    	2



    	 



    

 


“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 2.05(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.


 




    	3



    	 



    

 


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.


 




    	4



    	 



    

 


(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.


 




    	5



    	 



    

 


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;


 




    	6



    	 



    

 


(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 2.04, 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 2.04 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.


 




    	7



    	 



    

 


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 2.04 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.


 




    	8



    	 



    

 


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.


 




    	9



    	 



    

 


(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 2.06. 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 2.06 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 2.06 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 2.06 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 2.07(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 2.08 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 2.08 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
    East Cape Coral Parkway 
	 	 	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: $ __________