Exhibit 10.1


 


 Senior Secured Convertible Debt Agreement dated March 8, 2021



 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Conversion Price (subject to adjustment
herein): $0.05


Dated: March 8, 2021


$375,000


 


10%
SENIOR SECURED CONVERTIBLE DEBENTURE


DUE
MARCH 8, 2022


 


THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE
is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Legacy Education Alliance,
Inc., a Nevada corporation (the “Company”), having its principal place of business at 1490 N.E. Pine Island
Road, Suite 5D, Cape Coral, FL 33909 designated as its 10% Senior Secured Convertible Debenture due March 8, 2022 (this debenture,
the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).


 


FOR VALUE RECEIVED,
the Company promises to pay to Legacy Tech Partners, LLC, a Delaware limited liability company, or its registered assigns (the
“Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $375,000 on the earlier
of (i) the date a Liquidity Event occurs and (iii) March 8, 2022 (the earliest of such dates, the “Maturity Date”)
or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof.
This Debenture evidences the first of a series of loans to be made by the Holder to the Company pursuant to and in accordance with
Section 2 a) of this Debenture and is subject to the following additional provisions:


 


Section 1. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, the following terms shall have the following
meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).




 



     


     


    

 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with the Person specified. For the purpose hereof, the term “control”
shall mean the possession of the power to direct, or cause the direction of, the management and policies of a Person by contract
or voting of securities or ownership interests.


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X; provided, however, that that the term Significant Subsidiary shall not include the entities set forth
on Schedule I attached hereto) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the
Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof
calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company
or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the
Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or
acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 






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“Change
of Control” means the occurrence of any one or more events that results in the Persons who, on the Original Issue Date,
own more than 20% of the Common Stock ceasing to, directly or indirectly, have the power to (i) appoint a majority of the directors
to the board (or similar governing body) of the Company or (ii) direct or cause the direction of the management or policies of
the Company.


 


“Common
Stock” means the Company’s common stock, par value $.0001 per share.


 


“Common
Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with
the terms hereof. The Company acknowledges that all Conversion Shares shall be issued pursuant to an exemption from Registration
under the Securities Act provided by Section 3(a) (9) thereof.


 


“Debenture
Register” shall have the meaning set forth in Section 2(c).


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, warrants to the Placement
Agent in connection with the transactions pursuant to this Agreement (if any) and any securities upon exercise of warrants to the
Placement Agent and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than
in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith during the six months after the Original Issue Date,
and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital in an amount in aggregate in excess of $500,000
in one or in a series of related transactions or to an entity whose primary business is investing in securities.


 






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“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Indebtedness”
means, at any time, without duplication, all obligations of the Company or any of its subsidiaries: (i) for borrowed money or with
respect to deposits or advances of any kind, other than deposits or advances received by the Company or any of its subsidiaries
for services to be rendered or goods to be sold in the ordinary course of business, (ii) evidenced by bonds, debentures, notes
or other similar instruments, (iii) for the deferred purchase price of property or services, except accounts payable arising in
the ordinary course of business, (iv) under conditional sale or other title retention agreements relating to property purchased
by the Company or any of its subsidiaries, except those incurred in the ordinary course of business, (v) with respect to interest
rate or currency protection agreements, (vi) under a lease that is required to be capitalized for financial reporting purposes
in accordance with U.S. generally accepted accounting principles, (vii) for the face amount of all letters of credit and all drafts
drawn thereunder; (viii) as an account party in respect of bankers’ acceptances, (ix) relating to the obligations of any
other persons that are secured by property or assets of the Company or any of its subsidiaries; or (x) relating to any guarantee
issued by the Company or any of its subsidiaries.


 


“Late
Fees” shall have the meaning set forth in Section 2(c).


 


“Liquidity
Event” means, other than the Transaction: (a) the transfer of all or substantially all of the property or assets of the
Company and its subsidiaries taken as a whole, (b) the merger or consolidation of the Company with another Person (other than a
subsidiary of the Company) where the Company is not the surviving or successor entity, (c) a Change of Control shall occur, (d)
the division, liquidation or winding up of the Company, or (e) the receipt by the Company or any of its subsidiaries of aggregate
insurance proceeds received in connection with one or more related events under any property insurance policy or business interruption
insurance policy or any award or other compensation received with respect to any eminent domain, condemnation of property or similar
proceedings (or any transfer or disposition of property in lieu of condemnation), if the amount of such aggregate insurance proceeds
or award or other compensation equals or exceeds the outstanding principal amount of this Debenture.


 






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“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Debenture, plus all
accrued and unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded
(if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion
Price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full,
whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of this Debenture, plus 100% of accrued and unpaid
interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture.


 


“New
York Courts” shall have the meaning set forth in Section 9(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of this Debenture, regardless of any transfers of this Debenture and regardless of the number
of instruments which may be issued to evidence such Debenture.


 


“Person”
means any individual, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association,
unincorporated organization, government or agency or political subdivision thereof, or other entity.


 


“Pledged
Equity” means 100% of the issued and outstanding equity interests of each US domestic subsidiary directly owned by the
Company, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and
all options and other rights, contractual or otherwise, with respect thereto.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, (or any successors to any of the foregoing).


 






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“Transaction”
means (i) the restructuring of the Company to transfer substantially all of its existing business, including its subsidiaries,
assets and liabilities (other than its obligations under any of the Debentures and excluding the new Legacy EdTech business to
be started by the Company and its subsidiaries), to Legacy Education Alliance Holdings, Inc., a Colorado corporation (“Legacy
Holdco”) and wholly owned subsidiary of the Company, and (ii) the subsequent acquisition by Legacy Tech Partners, LLC
or its Affiliate of all of the stock of Legacy Holdco.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


“Warrants”
means the common stock purchase warrants to be issued to the Holder upon each conversion of this Debenture, in the form of Exhibit
A hereto.


 


Section 2. Principal
and Interest.


 


a) Required
Loans by Holder. The Holder will make loans to the Company pursuant to, and as evidenced by, this Debenture, as follows: (i)
on the Original Issue Date, the Holder will make a loan to the Company in the principal amount of $375,000 (such loan in the principal
amount of $375,000 being the “Initial Loan”) and (ii) on not less than five Business Days’ notice from
the Holder to the Company at any time during each of the calendar quarters ending June 30, 2021, September 30, 2021, December 31,
2021 and March 31, 2022, as long as no Event of Default has occurred and is then continuing, the Holder will make a loan to the
Company each in the amount of $156,233.75, or such additional amounts during such calendar quarters so that the total principal
amount loaned by the Holder to the Company pursuant to the foregoing clauses (i) and (ii) shall be equal to $1,000,000 (it being
understood and agreed that the Holder shall have no obligation to make loans to the Company pursuant to the foregoing clauses (i)
and (ii) in an aggregate principal amount in excess of $1,000,000). Each loan made by Holder to the Company under this paragraph
after the Initial Loan shall have a maturity date of the first anniversary of the date on which such loan is made and shall be
evidenced by and subject to the execution and delivery by the Company of a debenture in like form as this Debenture. At the sole
discretion of the Holder, each loan Maturity Date may be extended to a date at the sole discretion of the Holder, but in no event
later than the fourth anniversary of the original Maturity Date of such loan.


 






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b) Optional
Loans by the Holder. At the sole and complete discretion of the Holder, the Holder may, at the Holder’s option at any
time prior to March 8, 2024, on not less than five Business Days’ notice to the Company, make additional loans to the Company
in an aggregate principal amount not to exceed $4,000,000. Prior to the Holder making any such additional loan to the Company,
the Company shall execute and deliver to the Holder a Debenture, substantially in the form of this Debenture in the principal amount
of such additional loan, as well as such additional documents and instruments as the Holder shall request.


 


c) Payment
of Interest in Cash. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal
amount of this Debenture at the rate of 10% per annum, payable on the Maturity Date in cash or, with the written consent of the
Holder, in an equivalent value in shares of Common Stock of the Company based upon a $0.05 / share price.


 


d) Interest
Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and
shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all
accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made, and shall be compounded
annually. Interest shall cease to accrue with respect to any principal amount converted, provided that, the Company actually delivers
the Conversion Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder will be paid to the Person
in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture
(the “Debenture Register”).


 


e) Late
Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the
lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue
daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


f) Prepayment.
Except as otherwise set forth in this Debenture, the Company may not prepay any portion of the principal amount of this Debenture
without the prior written consent of the Holder.


 






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Section 3. Registration
of Transfers and Exchanges.


 


a) Different
Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.


 


b) Reliance
on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of
the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof
for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and
neither the Company nor any such agent shall be affected by notice to the contrary.


 


Section 4. Conversion.


 


a) Voluntary
Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture and any
accrued but unpaid interest shall be convertible, in whole or in part, into shares of Common Stock and an equal number of Warrants
to purchase Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations
set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the
form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the
principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this
Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture
as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares
on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture
in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s)
converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business
Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling
and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge
and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid
and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 






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b) Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $0.05, subject to adjustment herein (the
“Conversion Price”).


 


c) Mechanics
of Conversion.


 


i. Conversion
Shares and Warrants Issuable Upon Conversion of Principal Amount. The number of Conversion Shares and Warrants issuable upon
a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture
(plus any accrued but unpaid interest elected to be converted by the Holder) to be converted by (y) the Conversion Price.


 


ii. Delivery
of Conversion Shares and Warrants Upon Conversion. After each Conversion Date the Company shall deliver, or cause to be delivered
not later than 10 Trading Days after the Conversion Date (the “Share Delivery Date”), to the Holder (A) the Conversion
Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the effective date of
a resale registration statement, shall be free of restrictive legends and trading restrictions representing the number of Conversion
Shares being acquired upon the conversion of this Debenture and (B) a bank check in the amount of accrued and unpaid interest (unless
the Holder has elected to convert unpaid interest into Conversion Shares), and a paper certificate for the number of Warrants to
be issued to the Holder upon such conversion. The Company shall deliver any Conversion Shares required to be delivered by the Company
under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing
similar functions.


 


iii. Failure
to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as
directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly
return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Conversion
Shares issued to such Holder pursuant to the rescinded Conversion Notice.


 






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iv. Obligation
to Deliver Shares. The Company shall be obligated to use best efforts to issue and deliver the Conversion Shares upon conversion
of this Debenture in accordance with the terms hereof, irrespective of any action or inaction by the Holder to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver
by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect
to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that
the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other
reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this
Debenture shall have been sought and obtained, and the Company shall not be required to post a surety bond. In the absence of such
injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein
shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the
Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to
pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.


 


v. Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest
on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock
as shall be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding
principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration
Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration
Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).


 


vi. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.


 






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vii. Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Debenture shall be made without charge to the Holder
hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Debenture so converted
and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice
of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Conversion Shares.


 






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d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right
to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable
Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together
with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own
in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares
of Common Stock issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Debenture beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous
to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by
the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this
Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether
this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the
submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted
(in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties) and which principal amount
of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction,
the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion
has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares
of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its
Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon conversion of this Debenture held by the Holder. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.


 






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Section 5. Certain
Adjustments.


 


(a) Stock Dividends
and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest
on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event
of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification


 


(b) Subsequent Equity
Sales. If, at any time while this Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any
option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any Common Stock or Common Stock
Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then
Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive
Issuance”) then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall be reduced
and only reduced by applying a broad based weighted average. adjustment calculation. Notwithstanding the foregoing, no adjustment
will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later
than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such
notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides
a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled
to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless
of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 


(c) Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete conversion of this Debenture (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights, (provided,
however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such
Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Beneficial Ownership Limitation).


 






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(d) Pro Rata Distributions.
During such time as this Debenture is outstanding, if the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Debenture, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete conversion of this Debenture (without regard to any limitations on conversion hereof, including without
limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the
participation in such Distribution(provided, however, that, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be
entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a
result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership.


 






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(e) Fundamental Transaction.
If, at any time while this Debenture is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries,
taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then,
upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would
have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to
any limitation in Section 4(d) on the conversion of this Debenture), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Debenture
is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion
of this Debenture). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Debenture in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall,
at the option of the holder of this Debenture, deliver to the Holder in exchange for this Debenture a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Debenture which is convertible for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon conversion of this Debenture (without regard to any limitations on the conversion of this
Debenture) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being
for the purpose of protecting the economic value of this Debenture immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Debenture referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Debenture with the same
effect as if such Successor Entity had been named as the Company herein.


 






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(f) Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 


(g) Notice to the Holder.


 


i. Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii. Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company(and all of its Subsidiaries,
taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to
be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date
as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein
or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any
of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K. The Holder shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice
through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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Section 6. Security
and Collateral.


 


a) To secure
the payment and performance of all obligations of the Company hereunder, including the obligation to pay principal, interest, liquidated
damages, fees and other amounts due the Holder, and the performance of all of the Company’s other obligations hereunder (collectively,
the “Obligations”), the Company does hereby pledge, assign, transfer and deliver to Holder, and the Company
does hereby grant to Holder, a continuing and unconditional first priority security interest in and to any and all of the Company’s
assets of whatever kind or nature, now owned or hereafter acquired, including, without limitation, the following, whether now owned
or hereafter acquired (collectively, the “Collateral”)(capitalized terms used in this Section 6 that are not
otherwise defined herein shall have the meanings set forth in Article 9 of the applicable Uniform Commercial Code):


 


i. all Accounts,
Chattel Paper, Commercial Tort Claims, Contract Rights, Goods, Deposit Accounts, Equipment, Financial Assets, General Intangibles,
Inventory, Investment Property, Payment Intangibles, Securities Entitlements and Securities Accounts;


 


ii. all intellectual
property rights, including all copyrights, trademarks, patents and all applications and registrations with respect thereto;


 


iii. all Pledged
Equity;


 


iv. all prepaid
deposits made by the Company with the manufacturers of its products, and all Inventory produced by such manufacturers;


 


v. all websites
and software code, all education content and licenses, all software applications and licenses, including modifications to such
applications and licenses, and all vendor , student, customer, client, consultant and employee data;


 






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vi. all substitutes
or replacements for any of the foregoing;


 


vii. all cash
or non-cash proceeds, products, income, benefits, rents, receivables, and profits for or on account of any of the foregoing (including,
without limitation, all insurance policies and proceeds of insurance payable by reason of loss or damage); and


 


viii. all books,
data and records pertaining to any Collateral, whether in the form of a writing, photograph, microfilm or electronic media, including
but not limited to any computer-readable memory and any computer software necessary to process such memory (“Books and
Records”).


 


b) The Company
agrees with regard to the Collateral: (i) that the Holder is authorized to file financing statements in the name of the Company
to perfect the Holder’s security interest in the Collateral; (ii) that the Holder is authorized to notify any buyers of the
Collateral of the Holder’s interest in the Collateral, (iii) not to sell, hypothecate or dispose of, nor permit the transfer
by operation of law of, any Collateral or any interest in the Collateral other than in the ordinary course of business; (iv) to
permit the Holder to inspect the Collateral at any time during regular business hours and upon reasonable prior notice; (v) to
receive and use reasonable diligence to collect the Collateral consisting of Accounts and other rights to payment and proceeds
and to furnish Holder upon request a collection report in form satisfactory to the Holder; (vi) to give only normal allowances
and credits and to advise the Holder thereof immediately in writing if they affect any rights to payment or proceeds in any material
respect; (vii) from time to time, when requested by the Holder, to prepare and deliver a schedule of all the Collateral subject
to this Debenture; and (viii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect
all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with
the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property,
and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims.


 






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c) The
Company appoints the Holder its attorney in fact to perform any of the following rights, which are coupled with an interest, are
irrevocable until payment in full of the Obligations and may be exercised from time to time by the Holder after the occurrence
and during the continuance of an Event of Default (except that those rights set forth in the following clause (i), (iii) and (viii)
may be exercised by Holder at any time): (i) to perform any obligation of the Company hereunder in the Company’s name or
otherwise; (ii) to release Persons liable on the Collateral and to give receipts and acquittances and compromise disputes; (iii)
to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation
statements, termination statements, statements of assignment, applications for registration or like documents to perfect, preserve
or release the Holder’s interest in the Collateral; (iv) to take cash, instruments for the payment of money and other property
to which the Holder is entitled; (v) to verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in
its own name or a fictitious name; (vi) to endorse, collect, deliver and receive payment under instruments for the payment of money
constituting or relating to the Collateral; (vii) to prepare, adjust, execute, deliver and receive payment under insurance claims,
and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance
refund or return, and to apply such amounts received by the Holder toward repayment of the Obligations or, where appropriate, replacement
of the Collateral; and (viii) to do all acts and things and execute all documents in the name of the Company or otherwise, deemed
by the Holder as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights
hereunder with respect to the Collateral.


 


Section 7. Representations,
Warranties and Covenants.


 


a) The Company
hereby represents and warrants to Holder as of the date hereof as follows:


 


i. the Company
is the sole owner of the Collateral and has good and marketable title to the Collateral, free and clear of all liens, mortgages,
pledges, security interests, claims, encumbrances, charges, or restrictions of any kind;


 


ii. the Company
is a corporation duly formed, validly existing and in good standing under the laws of the state of Nevada and has the requisite
power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it
is now being conducted;


 


iii. other
than the entities listed on Exhibit B hereto and Schedule I hereto, the Company does not have any direct or indirect subsidiaries
and the Company does not hold, directly or indirectly, any equity securities or other interests in any other Person;


 


iv. the Company
has the power and authority, and the legal right, to execute and deliver this Debenture and to perform its obligations hereunder;


 


v. the execution
and delivery of this Debenture by the Company and the performance of its obligations hereunder have been duly authorized by all
necessary action in accordance with the Company’s certificate of incorporation and by laws and all applicable laws;


 


vi. the Company
has duly executed and delivered this Debenture;


 






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vii. no consent
or authorization of, filing with, notice to or other act by, or in respect of, any Person, including any governmental authority,
is required in order for the Company to execute, deliver, or perform any of its obligations under this Debenture; and


 


viii. this
Debenture is a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms.


 


b) Until
all Obligations have been paid in full, the Company shall and shall cause each of its subsidiaries to:


 


i. (a) preserve,
renew and maintain in full force and effect its corporate existence, (b) maintain in effect all insurance coverage that is customarily
maintained by Persons operating in substantially the same business as the Company, (c) maintain books and records in accordance
with sound accounting policies and (d) take all reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business;


 


ii. comply
in all material respects with (a) all the terms and provisions of its organizational documents, (b) its obligations under its contracts
and agreements and (c) all laws of applicable to it and its business;


 


iii. pay, discharge
or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of
whatever nature;


 


iv. provide
written notice to Holder immediately upon its receipt of notice of the same, of all material actions, suits and proceedings before
any court or governmental entity, to which the Company or any subsidiary of the Company is subject;


 


v. as soon
as possible, and in any event within two Business Days after it becomes aware that an Event of Default has occurred, notify the
Holder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with
respect to such Event of Default;


 


vi. upon the
request of the Holder, promptly execute and deliver such further instruments and do or cause to be done such further acts as may
be reasonably necessary or advisable to carry out the intent and purposes of this Debenture;


 






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vii. cause
each Person identified on Exhibit B hereto to execute and deliver to the Holder an unconditional guaranty, in form of Exhibit C
hereto, of the Obligations to the Holder and cause each hereafter acquired subsidiary of the Company to do the same; and cause
each of the entities set forth on Schedule I hereto to be liquidated and dissolved as soon as is reasonably practicable;


 


viii. upon
the request of the Holder, promptly furnish to the Holder such financial statements, budgets, projections and other financial and
operating information as the Holder shall request, in the manner, form and at the times so requested; and


 


ix. use the
proceeds of (A) the Initial Loan in an amount of not less than $375,000 in accordance with Schedule II hereto and to satisfy existing
liabilities of the Company in accordance with a schedule consented to by the Holder and (B) each other loan made by Holder hereunder
for working capital, general corporate purposes and the development of administrative functions.


 


c) As long
as any Obligations remain outstanding, the Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly:


 


i. amend its
charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and
adversely affects any rights of the Holder;


 


ii. repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock
or Common Stock Equivalents other than as to repurchases of Common Stock or Common Stock Equivalents of departing officers and
directors of the Company, provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors
during the term of this Debenture;


 


iii.
repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than this Debenture, and other than
the payment of regularly scheduled principal and interest payments as such terms
are in effect as of the Original Issue Date, provided that such payments
shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exists or occurs;


 


iv.
pay cash dividends or
distributions on any equity securities of the Company;


 






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v. enter into
any transaction with any Affiliate of the Company, unless such transaction is made on an arm’s-length basis and expressly
approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);


 


vi. incur,
create, assume or suffer to exist any (a) Indebtedness, other than as disclosed in writing to the Holder prior to the Original
Issue Date, or (b) lien, mortgage, pledge, security interest, claim, encumbrance, charge or restrictions of any kind on any Collateral;
and


 


vii. enter
into any agreement with respect to any of the foregoing.


 


Section 8. Events of
Default.


 


a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


i. any default
in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages and other amounts owing to a Holder
on any Debenture, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within
ten (10) Business Days;


 


ii. the Company
or any subsidiary of the Company shall fail to observe or perform any other covenant or agreement contained in any Debenture or
any document delivered by them pursuant hereto (other than a breach by the Company of its obligations to deliver shares of Common
Stock to the Holder upon conversion, which breach is addressed in clause (x) below), which failure is not cured, if possible to
cure, within 30 days after notice of such failure sent by the Holder or by any other Holder to the Company;


 


iii. a default
or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur
under any material agreement, lease, document or instrument to which the Company or any of its subsidiaries is obligated (and not
covered by clause (vi) below);


 


iv. any representation
or warranty made in this Debenture, any written statement delivered pursuant hereto or any other report, financial statement or
certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the
date when made or deemed made;


 






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v. the Company
or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act) shall be subject
to a Bankruptcy Event;


 


vi. the Company
or any domestic US subsidiary of the Company shall default on any of its obligations under any Indebtedness or money due under
any long term leasing or factoring arrangement that (a) involves an obligation greater than $50,000, whether such Indebtedness
now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and payable prior
to the date on which it would otherwise become due and payable;


 


vii. the Company
or any domestic US subsidiary of the Company shall assign, sell, convey or otherwise transfer any of the Collateral (or any other
property securing the Obligations) or any beneficial interest in the Collateral (or in any other property securing the Obligations)
to any other Person, otherwise than in the normal course of business;


 


viii. the Company
or any domestic US subsidiary of the Company shall assert that the security interest provided herein or in any document delivered
pursuant hereto is invalid or unenforceable, in whole or in part, or the Holder shall, for any reason, cease to have a perfected
first priority security interest in any of the Collateral (or in any other property securing the Obligations);


 


ix. the Company
or any domestic US subsidiary of the Company shall grant any lien, mortgage, pledge, security interest, claim, encumbrance, charge,
or restriction of any kind to any Person in or to the Collateral (or in any other property securing the Obligations);


 


x. the Company
shall fail for any reason to use commercially reasonable efforts to deliver Conversion Shares to a Holder prior to the tenth Trading
Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by
way of public announcement, of the Company’s intention to not honor requests for conversions of any Debentures in accordance
with the terms hereof;


 


xi. the electronic
transfer by the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation
is no longer available or is subject to a “chill”; or


 






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xii. any monetary
judgment, writ or similar final process shall be entered or filed against the Company, any US domestic subsidiary of the Company
or any of their respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall
remain unvacated, unbonded or unstayed for a period of 45 calendar days.


 


b) Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Debenture, plus accrued but
unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become,
at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 days after the
occurrence of any Event of Default that results in the eventual acceleration of this Debenture, the interest rate on this Debenture
shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon
the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Debenture to or as directed by the
Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any
presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period
enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law, including
exercising its rights as a secured creditor with respect to the Collateral under applicable law or in equity. Such acceleration
may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Holder
of this Debenture until such time, if any, as the Holder receives full payment pursuant to this Section, but no such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 






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Section 9. Miscellaneous.


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number,
email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this
Section 9(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing
and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed
to each Holder at the facsimile number, email address or address of the Holder appearing on the books of the Company, or if no
such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of
such Holder, as such Holder shall indicate in writing to the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii)
the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon
actual receipt by the party to whom such notice is required to be given.


 


b) Absolute
Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt
obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms
set forth herein.


 


c) Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen
or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but
only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory
to the Company.


 






    25


     


    

 


d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of
the transactions contemplated by this Debenture (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York,
Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Debenture or the transactions contemplated hereby. If any party shall commence an action or proceeding to
enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action
or proceeding.


 


e) Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture
on any other occasion. Any waiver by the Company or the Holder must be in writing.


 






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f) Severability.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of
interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on
this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants
or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits
or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been
enacted.


 


g) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Debenture shall be cumulative
and in addition to all other remedies available under this Debenture, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages
for any failure by the Company to comply with the terms of this Debenture. The Company covenants to the Holder that there shall
be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder
and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach
or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder
to confirm the Company’s compliance with the terms and conditions of this Debenture.


 


h) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Debenture and shall not be deemed to limit
or affect any of the provisions hereof.


 






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Section 10. Assignment.
This Debenture may not be transferred or assigned by the Company, but shall be binding on and enforceable against the permitted
successors and assigns of the Company. The Holder may transfer or assign this Debenture, in whole or in part, upon notice to the
Company. Any transferee of the Debenture from the Holder shall be entitled to all the rights and benefits of a Holder hereunder,
all as if such transferee Holder was the initial Holder hereunder.


 


Section 11. Piggyback
Registration Rights. If, at any time after the Original Issue Date, the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of
any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then
equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity
securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to each Holder
a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted
successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the
Conversion Shares and Warrant Shares that such Holder requests to be registered; provided, however, that the Company shall not
be required to register any Conversion Shares or Warrant Shares pursuant to this Section 11 that are eligible for resale pursuant
to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten offering, the Company
may exclude the Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of such offering. If
less than all of the Conversion Shares and/or Warrant Shares are required to be excluded, then such cutbacks shall be allocated
pro-rata among the Holders requesting to be included, and as to each such Holder, among the Conversion Shares and Warrant shares
as elected by such Holder. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Conversion
Shares and/or Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of
the Company.


 


*********************


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF,
the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	LEGACY EDUCATION ALLIANCE, INC.
	 	 
	 	By: 	                                                    
	 	 	Name: James May
	 	 	Title: Chief Executive Officer
	 	Facsimile No. for delivery of Notices: _______________
	 	Email: jamesmay@legacyea.com

 with a copy to: vanessaguzmanclark@legacyea.com


 




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SCHEDULE I


(Non-US Subsidiaries)


 


	Name	 	Jurisdiction
	Rich Dad Education Ltd. (Canada)	 	Canada
	Elite Legacy Education UK LTD	 	United Kingdom
	Tigrent Learning Inc.	 	Canada
	Legacy Education Alliance International Ltd.	 	United Kingdom
	Tigrent South Africa Pty. Ltd	 	South Africa
	Legacy Education Alliance Hong Kong Limited	 	Hong Kong
	Whitney International (Singapore) PTE. LTD	 	Singapore
	Legacy Education Alliance Australia (PTY) LTD	 	Australia
	LEAI Properties UK Ltd.	 	United Kingdom
	LEAI Property Development UK Ltd.	 	United Kingdom
	LEAI Property Investment UK Ltd.	 	United Kingdom
	Legacy Education Alliance UK Ltd	 	United Kingdom




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Schedule II


(Use of Proceeds of the Initial Loan)


 


$9,500 Wellfleet Partners Retainer


$50k: Ellenoff Grossman &Schole
LLP ($25k initial retainer and $25k on 2 Mar 21)


22 Feb 21: LTP & LTII formation
– CSC: $844 x 2 = $1,688


$313,812 advanced to the Borrower


 




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EXHIBIT A


(Form of Warrant)


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


legacy
education alliance, inc.


 


	Warrant Shares: _______	Initial Exercise Date: _________ __, 2021


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on
March 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Legacy Education
Alliance, Inc., a Nevada corporation (the “Company”), having its principal place of business at 1490 N.E. Pine
Island Road, Suite 5D, Cape Coral, FL 33909, up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)
of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Agreement or in the Debentures, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 






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“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to
be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York are generally are open for use by customers on such day.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, warrants to the Placement
Agent in connection with the transactions pursuant to this Agreement (if any) and any securities upon exercise of warrants to the
Placement Agent and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than
in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith during the six months after the Original Issue Date,
and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital in an amount in aggregate in excess of $500,000
in one or in a series of related transactions or to an entity whose primary business is investing in securities.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 






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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing.


 


“Transfer
Agent” means Broadridge Corporate Issue Solutions, the current transfer agent of the Company, with a mailing address
of P.O. Box 1342, Brentwood, NY 11717 and a facsimile number of 215-553-5402, and any successor transfer agent of the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”)
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a
Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or
OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 






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Section 2. Exercise.


 


a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice
of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the ) two (2) Trading Days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank in the applicable Notice of Exercise.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to
physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.
The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 


b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.05, subject to adjustment hereunder
(the “Exercise Price”).


 


c) Mechanics
of Exercise.


 


i. Delivery
of Warrant Shares Upon Exercise. Upon receipt of the Exercise Price in available funds, the Company shall cause the Warrant
Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s
or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system
(“DWAC”) if the Company is then a participant in such system and there is an effective registration statement
permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery
of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of
Exercise by the date that is the ten (10) Trading Days after the delivery to the Company of the Notice of Exercise receipt of the
Exercise Price in available funds (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice
of Exercise and receipt of the Exercise Price in available funds, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the Warrant Shares.The Company agrees to maintain a transfer agent that is a participant in the FAST program so
long as this Warrant remains outstanding and exercisable.


 






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ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.


 


vi. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 






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d. Holder’s Exercise Limitation.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth
on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the
number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common
Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,
the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant


 






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Section 3. Certain
Adjustments.


 


a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall
sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock
Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) then simultaneously with the
consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced
by applying a broad based weighted average adjustment calculation. Notwithstanding the foregoing, no adjustments shall be made,
paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later
than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this
Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall
be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised.


 






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c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including, without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in
the Holder exceeding the Beneficial Ownership Limitation).


 


d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






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e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the
other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 






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f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


g) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 






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ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is
a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


h) Voluntary
Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term
of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for
any period of time deemed appropriate by the board of directors of the Company


 






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Section 4. Transfer
of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof], this Warrant and
all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


d) Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or
current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does
not require registration under the Securities Act.


 


e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 






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Section 5. Piggyback Registration
Rights. If, at any time after the Initial Issue Date, the Company shall determine to prepare and file with the Commission a
registration statement relating to an offering for its account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents
relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities
issuable in connection with the stock option or other employee benefit plans, the Company shall send to each Holder a written notice
of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or
assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares
and Conversion Shares that such Holder requests to be registered; provided, however, that the Company shall not be required to
register any Warrant Shares or Conversion Shares pursuant to this Section 5 that are eligible for resale pursuant to Rule 144 under
the Securities Act. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude
the Warrant Shares and/or Conversion Shares if so requested in writing by the lead underwriter of such offering. If less than all
of the Warrant Shares and/or Conversion Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among
the Holders requesting to be included, and as to each such Holder, among the Warrant Shares and Conversion Shares as elected by
such Holder. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares and
Conversion Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company


 


Section 6. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3. Without limiting any rights of a Holder to receive cash payments pursuant to Section 2(c)(i) and Section 2(c)(iv)
herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


 






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d)
Authorized Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be
listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


 


Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan
(the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New
York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant. If any party shall commence an action or proceeding to enforce any provisions of this
Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 






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f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting
any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Company, at the address set forth above Attention: General Counsel, facsimile
number _______________, email address jamesmay@legacyea.com, or such other facsimile number, email address or address as the Company
may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided
by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Company,
or if no such facsimile number or address appears on the books of the Company. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given.


 






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h)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


i)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


j)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


k)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


l)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or
the remaining provisions of this Warrant.


 


m)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 





********************


 





(Signature Page Follows)








 






    47


     


    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	Legacy Education Alliance, Inc.
	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:






 




    48


     


    

 


NOTICE OF EXERCISE


 


To: Legacy
Education Alliance, Inc.


 


(1)  The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


Payment shall take the form of
lawful money of the United States; Please issue said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ______________________________________________________________


Signature of Authorized Signatory of Investing Entity:
________________________________________


Name of Authorized Signatory: __________________________________________________________


Title of Authorized Signatory: ___________________________________________________________


Date: _______________________________________________________________________________


 







    49


     


    




 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 





FOR VALUE RECEIVED, [____]
all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to





 


_______________________________________________
whose address is


 


_______________________________________________________________.


 





_______________________________________________________________


 


Dated: ______________,
_______


 


	 	Holder’s Signature: 	 _____________________________
	 	 
	 	Holder’s Address:	 _____________________________
	 	 
	 	 	_____________________________






 





NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 







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 Exhibit B


 (US Subsidiaries)


 


	Name	 	State of Incorporation
	Legacy Education Alliance Holdings, Inc.	 	Colorado
	Elite Legacy Education, Inc.	 	Florida
	SCB Building LLC	 	Florida
	Speaker Services of America Inc.	 	Florida
	Tigrent Learning Inc.	 	Florida
	Tigrent Enterprises Inc.	 	Nevada
	LEA Brands Inc.	 	Colorado
	LEAI Properties, Inc.	 	Nevada
	1612 E. Cape Coral Parkway Holding Co., LLC	 	Florida
	Legacy Events, Inc.	 	Florida


 




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 Exhibit C


 (Form of Guaranty)


 





UNCONDITIONAL GUARANTY AGREEMENT


 


THIS UNCONDITIONAL
GUARANTY AGREEMENT (“Guaranty Agreement” or “Guaranty”) is dated as of the [ ] day of
March, 2021, by___________, a ______, its successors and/or assigns (the
“Guarantor”); to and for the benefit of Legacy Tech Partners, LLC, a Delaware limited liability company, its
successors and/or assigns (the “Holder”).


 


RECITALS:


 


1.  General.
The Holder has agreed to lend up to One Million and 00/100 Dollars ($1,000,000.00)
(the “Loan”) to Legacy Education Alliance, Inc., a Nevada corporation (the “Company”). The
Loan is evidenced by the Debenture (as defined below). The Holder may, at the Holder’s sole option and discretion, lend additional
amounts to the Company up to a total principal amount of FIVE Million and 00/100 Dollars
($5,000,000.00) (any such additional loans being the “Additional Loans”).


 


2.  Definitions.
As used in this Guaranty, unless the context otherwise specifies or requires, the following terms below shall have the meanings
specified, and applicable equally to the singular and plural forms of such terms and to all genders.


 


“Debenture”
means that certain 10% Senior Secured Convertible Debenture in the principal amount of $375,000, dated on or about the date of
this Guaranty, executed by the Company in favor of the Holder, and any additional 10% Senior Secured Convertible Debentures issued
by the Company to the Holder pursuant thereto to evidence any Additional Loans, together with: (i) all interest thereon, and as
said interest may be changed from time to time in accordance therewith, and (ii) any and all respective extensions, allonges, amendments,
modifications, accords, substitutions, replacements, bifurcations, consolidations or restructurings thereto.


 


“Default”
means the occurrence of an Event of Default (as defined in the Debenture).


 


“Loan
Documents” mean the Debenture, this Guaranty and all other documents, instruments, and/or agreements evidencing or securing
or delivered in connection with the Loan and any Additional Loan, executed by any Obligors on or about the date of this Guaranty
for the benefit of the Holder, or any subsequent date, as such documents may be amended.


 


“Obligations”
mean all of the monetary and other obligations of the Obligors that are due or owing to the Holder: (i) that arise under this Guaranty,
(ii) that arise under the terms of any of the other Loan Documents, (iii) that arise conditionally, or that arise under any indemnification
instruments, and/or (iv) that may arise in the future under any agreed upon contingent or standby commitments of any kind, whatsoever.


 


“Obligors”
means any person or party obligated to perform any undertakings under any Loan Documents, and/or liable in any capacity to pay
the Loan or any additional Loans and/or such other sums and indebtedness in accordance with any of the Loan Documents, together
with their respective administrators, heirs, successors and assigns.


 






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3.  Consideration.
The Guarantor expects to derive an economic or financial benefit from the Loan and any Additional Loan being made to the Company.
However, the Holder is not willing to enter into the financial transactions that are contemplated in the Loan Documents unless
the transactions are guaranteed for the benefit of the Holder. Accordingly, the Guarantor is executing, acknowledging and delivering
this Guaranty Agreement to and for the benefit of the Holder.


 


4.  Inducement.
To induce Holder to make the Loan and any Additional Loans, the Guarantor desires to execute this Guaranty Agreement to unconditionally
guarantee in full as an absolute guarantee the payment or repayment of: (i) all amounts advanced by the Holder under the Loan and
any Additional Loans, (ii) all principal, interest, and all other amounts, costs, fees, payments and premiums due Holder in accordance
with the terms of the Debenture, (iii) all indebtedness and payment obligations due Holder that are set forth or evidenced in all
of the Loan Documents which have been executed, or will be executed in the future, to evidence or secure the Loan and any Additional
Loans, (iv) all amounts arising in connection with all hold harmless provisions and indemnifications made to the Holder under the
Loan Documents, and (v) all of the costs, fees and expenses that may be incurred by the Holder in accordance with the terms of
the Loan Documents in connection with the Holder enforcing or attempting to enforce its rights or remedies under any Loan Documents,
or incurred in the defense of its rights or remedies under any Loan Documents against any claim or cause of action, whether now
existing or hereafter arising, and as any of the Loan Documents may be further amended or supplemented from time to time (collectively,
the “Indebtedness and Payment Obligations”).


 


W I T N E S S E T H


 


Now, therefore, to
induce the Holder to lend money to the Company, in reliance thereon by the Holder and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and affirmed by the Guarantor as being adequate, the Guarantor hereby
covenants and expressly agrees as follows:


 


1.  Incorporation/Definitions.
The Debenture and all of the recitals set forth above are incorporated herein by this reference and expressly made a part of this
Guaranty Agreement, as if fully set forth in the body of this Guaranty Agreement. Unless the context otherwise specifies or requires,
all of the defined terms set forth in the above recitals as well as throughout this Guaranty Agreement shall have the meanings
that are set forth in the recitals or in the Debenture, such definitions to be applicable equally to the singular and the plural
forms of such terms and to all genders. In the event that a conflict exists now or in the future between the Debenture and this
Guaranty Agreement, the resolution of the conflict shall be determined by the Holder in its best interests so that the Holder continues
to remain completely secured by this Guaranty Agreement and Guarantor, without interruption or diminution of its guaranties, which
is the intention of all parties hereto.


 






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2.  Guaranty.
Punctual payment in full of all of the following is hereby guaranteed: all Indebtedness and Payment Obligations.


 


3.  Guaranty
Unconditional. All payment obligations hereunder are unconditional undertakings, and are absolute, immediate and independent
of the obligations of the Company, and irrespective of any enforceability issue under any Loan Documents. Holder shall not be required
to make any demand upon the Company, foreclose its security interests or initiate, pursue, enforce or exhaust its remedies against
the Company, the Collateral (as defined below and in the Debenture) or any other collateral whether before, concurrently with or
after pursuing or enforcing its rights and remedies hereunder or at law or equity. The remedies of the Holder under this Guaranty
are unconditional. They are independent of: (a) whether any collateral securing the Loan and any Additional Loans is lost, stolen,
destroyed, severely damaged, involved in a legal proceeding, sold, or transferred; (b) any change to the Company’s status
or existence; (c) whether a pleading is filed by the Company, under the United States Code with any United States Bankruptcy Court,
or an order for relief is obtained by the Company from any United States Bankruptcy Court; and/or (d) any other action or circumstance
or condition, whatsoever. When Holder makes demand under this Guaranty, the Guarantor agrees to immediately make payment in full
to the Holder of all unpaid Obligations. Holder shall have any and all rights and remedies hereunder and/or under any or all of
the Loan Documents, at law and/or in equity to whatever extent Holder shall deem appropriate. All rights and remedies shall be
cumulative and not exclusive, and may be exercised independently of others, successively or concurrently, at any time or from time-to-time.
A separate action or actions may be brought and prosecuted against any one or more guarantors, as often as Holder may deem expedient
or advisable, regardless of whether action is brought against the Company or any other guarantors or whether the Company or all
guarantors are joined in such action or actions, and regardless of whether any action is taken to realize the practical benefits
of its security interests in any collateral.


 


a.  Holder
is authorized from time-to-time to: (i) extend, renew, amend or otherwise modify the terms of any Loan Documents with the consent
of Company, notwithstanding the fact that any such extensions, renewals, amendments or modifications may be for a period or periods
in excess of the original term thereof, may require curtailment of principal as well as interest, and may otherwise affect the
substantive provisions of the Loan Documents; (ii) release any Collateral or otherwise permit the substitution or release of Collateral;
(iii) release any one or more guarantors or any of the parties liable, whether primarily or secondarily, with or without consideration;
(iv) grant any indulgence or forbearance whatsoever to any party obligated under any Loan Documents; (v) take enforcement action
against any one guarantor but not against another guarantor or against the Company; (vi) make advances for the purpose of performing
any term, provision or covenant contained in any Loan Documents with respect to which Company shall then be in default, or decline
to make any such advances; (vii) increase the loan amount; and (viii) waive any failure to act with diligence, or delay in the
collection or enforcement of any rights. Holder may do any or all of the preceding without notice or demand to anyone, and without
adversely affecting any liability under this Guaranty, whatsoever. Notwithstanding the foregoing, the prompt execution and delivery,
upon Holder’s request, of any additional written assurance or reaffirmation prepared by Holder, of the obligations and covenants
hereunder, is hereby expressly agreed to at the sole but reasonable cost of the Guarantor.


 






    54


     


    

 


b.  The
execution and delivery and the observance and performance of this Guaranty Agreement does not and will not conflict with or result
in a breach of, or cause a default under the terms or provisions of, any existing rule, regulation or order of any court or governmental
body or of any indenture, agreement or instrument to which any guarantors are a pertinent party or by which they are bound or to
which they are subject.


 


c.  This
Guaranty Agreement has been duly executed and delivered and constitutes a valid and binding guaranty enforceable against Guarantor
in accordance with its terms.


 


4.  Payment
of Costs and Attorneys’ Fees. The Holder shall be reimbursed for any and all reasonable costs, fees and expenses that
it incurs in connection with it enforcing or attempting to enforce this Guaranty Agreement, or that it incurs in the defense of
this Guaranty Agreement against any claim or cause of action, now or hereafter arising, including an award of attorneys’
fees in the amount of all reasonable and actual attorneys’ fees that are reasonably incurred by the Holder until the Loan
and any Additional Loans are paid in full (collectively, the “Costs and Attorneys’ Fees”). The Holder
shall be reimbursed immediately upon demand for its Costs and Attorneys’ Fees.


 


5.  Acceleration.
Notwithstanding anything that may be contained in this Guaranty Agreement or in any of the other Loan Documents to the contrary,
the maturity of the Indebtedness and Payment Obligations may, at Holder’s sole option, be accelerated as to the Guarantor
upon any Event of Default.


 


6.  Rescission
of Election to Accelerate. All acceleration remedies are unlimited; however, the Holder reserves the right to rescind any such
election to accelerate, without prejudice to any Holder rights and remedies, in the sole and absolute discretion of the Holder.


 


 7. Subordination. Any indebtedness
of the Company now or hereafter owed to or held by any Guarantor, its successors, assigns, and/or affiliates (the “Related
Party Debt”) is hereby subordinated to the Indebtedness and Repayment Obligations. All Related Party Debt and all interest
thereon and any related liens, security interests and rights, now or hereafter existing, shall at all times be subordinate in all
respects to the obligations and undertakings in this Guaranty Agreement, and to the rights and remedies of the Holder, now or hereafter
existing. No Related Party Debt shall be enforced or collected, directly or indirectly, for so long as any Indebtedness and Payment
Obligations remains outstanding, except that payment of all scheduled installments of interest may be made as long as no Default
has occurred and is then continuing.  


 


8.  Irrevocable
Guaranty. All of the obligations, duties, promises, covenants, guarantees, representations and provisions made herein shall
be irrevocable and shall continue to remain in full force and effect until any and all liabilities and contingent liabilities remaining
outstanding under any of the Loan Documents, have been paid and/or satisfied in full.


 






    55


     


    

 


9.  Continuing
Nature of this Guaranty. This Guaranty Agreement is of a continuing nature, and modifications, indulgences, surrender of any
Collateral, and renewals may occur in connection with the Loan and any Additional Loans, without discharging any guarantors of
the Loan and any Additional Loans. Holder may maintain successive actions under this Guaranty as Holder may elect, and its rights
hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive
actions, and every right, power or remedy to Holder shall be concurrent and may be pursued from time to time as often as Holder
deems expedient, separately or successively. There are no conditions which must precede the exercise of any Holder remedies. This
is not a guaranty of collection. This Guaranty and all obligations hereunder shall apply to and continue with respect to
all outstanding amounts due under the Loan Documents for any reason whatsoever (notwithstanding, without limitation, any insolvency,
fraud, mistake or otherwise), and despite the fact that the principal of the Debenture may have been previously paid in full or
this Guaranty Agreement returned, or both.


 


10.  Other
Covenants. For so long as any Indebtedness and Payment Obligations remain outstanding, it is further covenanted that: (a) any
indebtedness and payment obligations accruing after the date of any such bankruptcy, reorganization or insolvency proceeding shall
be included in the Indebtedness and Payment Obligations, because it is the intention of the parties that the amount of the Indebtedness
and Payment Obligations which is the subject of this Guaranty Agreement should be determined without regard to any rule or law
or order which may relieve the Company of any portion of its payment obligations to the Holder; (b) none of the terms of this Guaranty
Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce any of such terms; and
(c) all of the financial covenants (as that term is, or may be, described in the Debenture) that are applicable to Guarantor, shall
be maintained.


 


11.  Negative
Covenants. For so long as the Loan and any Additional Loans remain outstanding, Guarantor will not: (a) transfer or assign
any of its now owned or hereafter acquired assets, other than in the ordinary course of business; or (b) further mortgage, hypothecate
or pledge any now owned or hereafter acquired assets.


 


12.  Security
and Collateral.


 


(a)  To
secure the payment and performance of all the Obligations”), the Guarantor does hereby pledge, assign, transfer and deliver
to Holder, and the Guarantor does hereby grant to Holder, a continuing and unconditional first priority security interest in and
to any and all of the Guarantor’s assets of whatever kind or nature, now owned or hereafter acquired, including, without
limitation, the following, whether now owned or hereafter acquired (collectively, the “Collateral”)(capitalized terms
used in this Section 12 that are not otherwise defined herein shall have the meanings set forth in Article 9 of the applicable
Uniform Commercial Code):


 


i.  all
Accounts, Chattel Paper, Commercial Tort Claims, Contract Rights, Goods, Deposit Accounts, Equipment, Financial Assets, General
Intangibles, Inventory, Investment Property, Payment Intangibles, Securities Entitlements and Securities Accounts;


 






    56


     


    

 


ii.  all
intellectual property rights, including all copyrights, trademarks, patents and all applications and registrations with respect
thereto;


 


iii.  all
Pledged Equity;


 


iv.  all
prepaid deposits made by the Guarantor with the manufacturers of its products, and all Inventory produced by such manufacturers;


 


v.  all
substitutes or replacements for any of the foregoing;


 


vi.  all
cash or non-cash proceeds, products, income, benefits, rents, receivables, and profits for or on account of any of the foregoing
(including, without limitation, all insurance policies and proceeds of insurance payable by reason of loss or damage); and


 


vii.  all
books, data and records pertaining to any Collateral, whether in the form of a writing, photograph, microfilm or electronic media,
including but not limited to any computer-readable memory and any computer software necessary to process such memory (“Books
and Records”).


 


(b)  The
Guarantor agrees with regard to the Collateral: (i) that the Holder is authorized to file financing statements in the name of the
Guarantor to perfect the Holder’s security interest in the Collateral; (ii) that the Holder is authorized to notify any buyers
of the Collateral of the Holder’s interest in the Collateral, (iii) not to sell, hypothecate or dispose of, nor permit the
transfer by operation of law of, any Collateral or any interest in the Collateral other than in the ordinary course of business;
(iv) to permit the Holder to inspect the Collateral at any time during regular business hours and upon reasonable prior notice;
(v) to receive and use reasonable diligence to collect the Collateral consisting of Accounts and other rights to payment and proceeds
and to furnish Holder upon request a collection report in form satisfactory to the Holder; (vi) to give only normal allowances
and credits and to advise the Holder thereof immediately in writing if they affect any rights to payment or proceeds in any material
respect; (vii) from time to time, when requested by the Holder, to prepare and deliver a schedule of all the Collateral subject
to this Section 12; and (viii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect
all the Collateral and, as appropriate and applicable, to keep all the Collateral in good and saleable condition, to deal with
the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property,
and to keep all the Collateral free and clear of all defenses, rights of offset and counterclaims.


 






    57


     


    

 


(c)  The
Guarantor appoints the Holder its attorney in fact to perform any of the following rights, which are coupled with an interest,
are irrevocable until payment in full of the Obligations and may be exercised from time to time by the Holder after the occurrence
and during the continuance of an Event of Default (except that those rights set forth in the following clause (i), (iii) and (viii)
may be exercised by Holder at any time): (i) to perform any obligation of the Guarantor hereunder in the Guarantor’s name or otherwise;
(ii) to release Persons liable on the Collateral and to give receipts and acquittances and compromise disputes; (iii) to prepare,
execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements,
termination statements, statements of assignment, applications for registration or like documents to perfect, preserve or release
the Holder’s interest in the Collateral; (iv) to take cash, instruments for the payment of money and other property to which
the Holder is entitled; (v) to verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own
name or a fictitious name; (vi) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting
or relating to the Collateral; (vii) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect
and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return,
and to apply such amounts received by the Holder toward repayment of the Obligations or, where appropriate, replacement of the
Collateral; and (viii) to do all acts and things and execute all documents in the name of the Guarantor or otherwise, deemed by
the Holder as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder
with respect to the Collateral.







 


(d)  The
Guarantor hereby represents and warrants to the Holder that the Guarantor is the sole owner of the Collateral and has good and
marketable title to the Collateral, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances,
charges, or restrictions of any kind


 


13.  Setoff.
Holder is hereby granted the right of setoff against any money, securities or other property of the Guarantor, now or hereafter
in the possession of or on deposit with Holder, or in escrow or in trust for the benefit of Holder, whether held in a general or
special account or deposited with Holder for safekeeping or otherwise. For the purpose of effectuating an unconditional right of
setoff in favor of Holder, it is agreed that any and all of said accounts are hereby deemed to be “general” accounts
and not special accounts. Every such right of setoff may be exercised without any prior notice or demand. No right of setoff shall
be deemed to have been waived by any act or conduct on the part of Holder, by any neglect to exercise any such right of setoff
or to enforce such right, or by any delay in so doing.


 


14.  Notices.
All notices required, contemplated or made hereunder shall be in writing, and shall be deemed to have been properly sent when deposited
with the United States Postal Service, sent registered or certified mail, postage prepaid, return receipt requested, or when notice
is deposited with a recognized overnight international delivery service company, delivery fees prepaid, if addressed to:


 


Holder:
as set forth in the Debenture Register,


 


or if to the Guarantor, to the address
beside the signature as set out below, or if no address is stated herein (or said address is illegible) to the last known address
as may be set forth in Holder’s books and records, or such other address as may be specified by any party pursuant to written
notification thereof, and given by such party as required above at least five days prior to the effective date of change.


 






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15.   Validity
Notwithstanding Any Partial Invalidity. If any provision of this Guaranty shall be held to be invalid or unenforceable for
any reason, whether as to one or more guarantors, either generally or as to any particular set of circumstances, then all other
provisions hereof shall nevertheless remain valid and in full force and effect, and enforceable in accordance with their terms,
and construed to continue to protect the secured interests of the Holder until the Indebtedness and Payment Obligations are paid
in full.


 


16.  No
Conditions Precedent To Exercise of Remedies. Unless expressly released and discharged in writing by the Holder, no inaction
on the part of the Holder shall have any adverse effect, whatsoever, on any of the requirements and obligations that are imposed
under this Guaranty, or on the rights and remedies of the Holder hereunder.


 


17.  Inducement.
It is acknowledged that the Holder would not have made the Loan and any Additional Loans to the Company, but for reliance upon
this Guaranty Agreement.


 


18.  Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Guaranty Agreement shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by this Guaranty Agreement (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City
of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts
are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guaranty Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Guaranty Agreement or the transactions contemplated hereby.


 


19.  Grammar.
Words of any gender used in this Guaranty Agreement shall be held and construed to include any other gender, words in the singular
grammar context including any defined terms shall be held to include the plural, and vice versa, and words in the singular possessive
case shall be held to include words in the plural possessive case, and vice versa, unless the context requires otherwise.


 






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20.  Successors
Bound. The obligations hereunder shall be binding upon Guarantor, and any and all successors and/or assigns.


 


21.  Calculation.
All outstanding Indebtedness and Payment Obligations shall be calculated and determined by Holder in good faith, and absent manifest
error be binding upon the guarantors herein.


 


22.  Paragraph
Headings. The paragraph headings used within this agreement are for convenience only, and shall not affect the meanings set
forth in such paragraphs, or in this Guaranty.


 


23.  Counterparts.
This Guaranty may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall
be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.


 


24.  Reserved.


 


25.
  Miscellaneous. The transfer, assignment or endorsement of any Loan Documents
shall automatically pass all the benefits arising hereunder to the new holder thereof, and the Guarantor shall remain liable hereunder
in accordance with the terms of this Guaranty Agreement. The benefits of this Guaranty Agreement shall inure to the benefit of
the Holder and all Debenture holders.


 


26.  
RESERVED


 


27.  CERTAIN
WAIVERS. EACH AND EVERY RIGHT, DEFENSE OR CLAIM THAT IS LISTED BELOW IS HEREBY KNOWINGLY AND INTENTIONALLY WAIVED: (a) ANY
RIGHT TO REQUIRE HOLDER TO ENFORCE ANY REMEDIES AGAINST THE COMPANY AND/OR ANY COLLATERAL; (b) ANY RIGHT TO REQUIRE HOLDER TO PURSUE
ANY OTHER REMEDY IN HOLDER’S POWER AS A CONDITION TO PERFORMANCE UNDER THIS GUARANTY AGREEMENT; (c) ANY DEFENSE ARISING BY REASON
OF ANY DISABILITY, OR THE DISABILITY OF ANY OF THE OTHER GUARANTORS; (d) ALL RIGHTS OF SUBROGATION, INDEMNIFICATION, REIMBURSEMENT
AND CONTRIBUTION UNTIL ALL INDEBTEDNESS DUE THE HOLDER SHALL HAVE FIRST BEEN PAID IN FULL, EVEN THOUGH SUCH INDEBTEDNESS IS IN
EXCESS OF ANY LIABILITY HEREUNDER; (e) ALL RIGHTS OF OR TO PRESENTMENTS, DEMANDS FOR PERFORMANCE, NOTICES OF NONPERFORMANCE, PROTESTS,
NOTICES OF PROTEST, DEMANDS, NOTICES OF DEMANDS, NOTICES OF DISHONOR, NOTICES OF NON-PAYMENT AND NOTICES OF ACCEPTANCE OF THIS
GUARANTY AND OF THE EXISTENCE, CREATION, OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS OF THE COMPANY; (f) ALL RIGHTS TO REQUIRE
WRITTEN ACCEPTANCE OF THIS GUARANTY AGREEMENT BY HOLDER; (g) ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS OR COUNTERCLAIMS
BROUGHT HEREIN; (h) ALL CLAIMS FOR CONSEQUENTIAL OR SPECIAL DAMAGES; (i) THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY CLAIM
OF LACHES, INDULGENCES, DETERIORATION OF COLLATERAL, EXTENSION OF TIME OF PAYMENT, RENEWALS AND MODIFICATIONS; and
(j) THE RIGHT TO ASSERT ANY SET-OFF IN FAVOR OF ANY GUARANTOR PRIOR TO PAYMENT IN FULL TO THE HOLDER. IT IS REPRESENTED
AND WARRANTED THAT LEGAL COUNSEL OF CHOICE HAS BEEN AVAILABLE OR RETAINED TO REVIEW AND INTERPRET THIS GUARANTY AGREEMENT AND ALL
WAIVERS AND RELEASES CONTAINED HEREIN, SAID COUNSEL HAVING AN OPPORTUNITY TO EXPLAIN AND ADVISE THE CONTENTS AND MEANING SET FORTH
IN THIS GUARANTY TO GUARANTOR, AND THAT IT COMPLETELY UNDERSTANDS THIS GUARANTY AGREEMENT HAVING SEEN AND READ ITS CONTENTS, AND
IS EXECUTING THIS GUARANTY AGREEMENT VOLUNTARILY AND WITH FREE CONSENT AND DESIRE, FOR GOOD AND VALUABLE CONSIDERATION. 


 


(signatures follow on next page)








 






    60


     


    

 


WITNESS the following signatures and seals
to this Unconditional Guaranty Agreement:


 


	Guarantor:
	 
	By:	                	 
	Name: 	 
	Title:	 



 




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 ANNEX A


 


 NOTICE OF CONVERSION


 


 


The undersigned hereby
elects to convert principal under the 10% Senior Secured Convertible Debenture due March 8, 2022 of Legacy Education Alliance,
Inc., Inc., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is
delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By the delivery of
this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not
exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange
Act.


 


The undersigned agrees
to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the
aforesaid shares of Common Stock.


 


	Conversion calculations: 	 
	 	Date to Effect Conversion:
	 	 
	 	Principal Amount of Debenture to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes __ no
	 	If yes, $_____ of Interest Accrued on Account of Conversion at Issue.
	 	 
	 	Number of shares of Common Stock to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Address for Delivery of Common Stock Certificates:
	 	 
	 	Or
	 	 
	 	DWAC Instructions:
	 	 
	 	Broker No:_________________
	 	 
	 	Account No:_________________



 









     


     


    

 


Schedule 1


 


CONVERSION SCHEDULE


 


The 10% Senior Secured Convertible Debentures
due on March 8, 2022 in the aggregate principal amount of $1,000,000 are issued by Legacy Education Alliance, Inc., Inc., a Nevada
corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.


 


Dated:


 





	
        Date of Conversion

        (or for first entry, Original Issue Date)
	 	
        Amount of Conversion
	 	
        Aggregate Principal Amount Remaining Subsequent
to Conversion

        (or original Principal Amount)
	 	
        

        Company Attest