Exhibit 10.1


 


STOCK PURCHASE AND
OPTION AGREEMENT


 


THIS STOCK PURCHASE AND
OPTION AGREEMENT (this “Agreement”), dated as of October 15, 2021 (the “Effective Date”), is entered
into by and between Legacy Education Alliance, Inc. (“Issuer” or “Company”), on the one hand, and NCW,
LLC (“Buyer”), on the other hand.


 


RECITALS


 


WHEREAS, on the date
hereof, the Company has 200,000,000 shares of Common Stock authorized at a par value of $0.0001;


 


WHEREAS, on the date
hereof, the Company has 140,000,000 shares of unissued shares of Common Stock not otherwise pledged as collateral or otherwise encumbered;


 


WHEREAS, on the date
hereof, the Buyer intends to purchase up to $7,000,000 shares of Common Stock from the Company through the exercise of the Option over
a period of two years;


 


WHEREAS, Company desires
to sell to Buyer, and Buyer desires to purchase from Company, (a) an aggregate of up to 20,000,000 shares of Common Stock (the “Purchase
Shares”) and (b) an irrevocable option (the “Option”) to purchase an aggregate of 120,000,000 shares
of Common Stock (the “Option Shares” and, together with the Purchase Shares, the “Shares”), in each
case on the terms and conditions set forth herein.


 


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


 


1. PURCHASE AND SALE OF SHARES; GRANT OF
OPTION


 


1.1 Purchase
and Sale of the Shares; Grant of Option. Pursuant to the terms and subject to the conditions of this Agreement, (a) Company hereby
sells, transfers, conveys and assigns to Buyer, and Buyer hereby purchases from Company, all of Company’s right, title and interest
in the Purchase Shares in exchange for a payment of $0.0001 per Purchase Share for a total aggregate consideration of $2000.00 (the “Stock
Purchase Price”) and (b) subject to Section 1.7, Company hereby grants to Buyer the Option in exchange
for a payment of $0.0001 per Option Share (the “Per-Share Option Fee”) for a total aggregate consideration of $ (the
“Option Fee” and, together with the Stock Purchase Price, the “Purchase Price”). For the avoidance
of doubt, the Option Fee shall not be refundable.


 


1.2 Closing.
The closing of the transaction contemplated herein (the “Closing”) shall take place on October 15, 2021 (the “Closing
Date”), at 10:00 a.m. Eastern Time, at the offices of the Company or at such other time or place as the parties may mutually
agree in writing. At the Closing, Company shall transfer the Purchase Shares by delivering to Buyer certificates representing the Purchase
Shares duly endorsed for transfer, and Buyer shall pay Company the Purchase Price by check or by wire transfer in immediately available
funds to an account or accounts of Company specified in advance of the Closing Date.


 


1.3 Term and
Exercise of Option.


 


(a) Term of
Option. The term of the Option (the “Option Term”) shall commence on the Effective Date and shall terminate on
the two-year anniversary thereafter.


 


(b) Exercise
of Option. The Option may be exercised in part or in full at once or from time to time, for all the Option Shares or any portion thereof,
at the discretion of Buyer at any time during the Option Term by providing written notice of exercise and payment of the Exercise Price
(as defined below) to Company.


 


(c) Exercise
Price. The exercise price payable upon full or partial exercise of the Option shall be equal to $0.05833 per Option Share (as may
be adjusted from time to time pursuant to Section 1.4) (the “Exercise Price”). The sum of the Exercise
Price and the Per-Share Option Fee is referred to herein as the “Option Cost.”


 


1.4 Adjustments.


 


(a) Adjustment
to Prevent Dilution. In the event of any change in the Company’s capital stock by reason of any stock dividend, split-up, reclassification,
recapitalization, combination, exchange or similar occurrence, the term “Option Shares” shall be deemed to refer to and include
the Option Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Option
Shares may be changed or exchanged.


 






     


     


    

 


(b) Adjustment
in the Event of an Extraordinary Event.


 


(i) In the
event that an Extraordinary Event (as defined below) occurs during the Option Term and the Per Share Sale Price (as defined below) with
respect to such Extraordinary Event exceeds the Option Cost:


 


(A) with
respect to the Option Shares that Buyer acquired within the ninety (90) calendar days immediately preceding such Extraordinary Event,
Buyer shall pay to Company the product calculated by multiplying (X) the difference between the Per Share Sale Price
and the Option Cost by (Y) the aggregate number of such Option Shares; and


 


(B) with
respect to the Option Shares for which Buyer has not exercised the Option prior to such Extraordinary Event, the Exercise Price applicable
to such Option Shares shall be adjusted such that the Option Cost equals the Per Share Sale Price, provided that, in
case of an occurrence of the event described in clause (E) of paragraph (iv) below, the adjustment provided in Section 1.4(c) below
shall apply instead of the foregoing adjustment.


 


(ii) Other
than as specifically contemplated by paragraph (i) above, there shall be no adjustment to the Exercise Price as a result of an Extraordinary
Event, except by the mutual written agreement of the parties hereto.


 


(iii) The
payment contemplated by clause (A) of paragraph (i) above, if any, shall be made on the later of (A) the date that is five (5)
business days after consummation of the Extraordinary Event and (B) the date that is five (5) business days after the determination
of the Per Share Sale Price pursuant to paragraph (v) below, if such determination shall be necessary.


 


(iv) For
the purposes of this Section 1.4(b), “Extraordinary Event” shall mean and include each of the following:


 


(A) Except
as provided by paragraph (B) below, the acquisition (other than from the Company) by any person, entity or “group”, within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(excluding, for this purpose, (1) the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiaries
which acquires beneficial ownership of voting securities of the Company and (2) Company), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of Common
Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election
of directors;


 


(B) reorganization,
merger or consolidation of the Company with any other person, entity or corporation, other than:


 


(1) a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of another entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such merger or consolidation,
or


 


(2) a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires fifty percent
(50%) or more of the combined voting power of the Company’s then outstanding voting securities;


 






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(C) complete
liquidation of the Company or sale or other disposition by the Company of all or substantially all of the Company’s assets (other
than, in each case, a liquidation, sale or disposition conducted in connection with or arising out of any insolvency or bankruptcy proceedings);


 


(D) sale
of all or substantially all of the Purchase Shares and the Option Shares then held by Buyer to a third party;


 


(E) payment
by the Company of dividends per share in excess of the Exercise Price; or


 


(F) redemption
or repurchase by the Company of more than 25,000,000 shares of Common Stock.


 


(v) For the
purposes of this Section 1.4(b), “Per Share Sale Price” shall mean the per share price at which an
Extraordinary Event is effected. For the avoidance of doubt, the “Per Share Sale Price” for the event described in clause (E)
of paragraph (iv) above shall be the aggregate amount of dividends paid with respect to each share of Common Stock. In the event
that the Per Share Sale Price cannot be readily ascertained (whether due to the fact that the consideration paid in the Extraordinary
Event involved unregistered securities or other non-cash assets, or otherwise), Company and Buyer shall engage in discussions to mutually
determine the Per Share Sale Price. If Company and Buyer are unable to mutually determine the Per Share Sale Price within two (2)
weeks of commencing such discussions, then they shall mutually appoint a reputable, independent valuation firm to determine the Per Share
Sale Price. If Company and Buyer are unable to mutually appoint a valuation firm within two (2) weeks of commencing discussions pertaining
to such appointment, they shall each appoint an independent valuation firm, who together shall appoint a third independent valuation firm,
which shall determine the Per Share Sale Price.


 


(c) Adjustment
in the Event of Dividends. The Exercise Price for all Option Shares for which Buyer has not exercised the Option shall be decreased
by an amount equal to any and all dividends declared by the Company during the Option Term, provided that the Exercise
Price for such Option Shares shall not be decreased below $0.05 as a result of any such dividends.


 


(d) Adjustment in
the Event of Market.


 


1.5 Registration Rights. The
Company hereby grants the following registration rights to holders of the Securities.  If the Company at any time proposes to
file a registration statement to register any of its securities under the 1933 Act for sale to the public, whether for its own account
or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form
not available for registering other shares of Common Stock held by or purchasable by Buyer (“Registrable Securities”), provided
the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration
statement or may be sold pursuant to Rule 144 without respect to volume limitations in which case they shall be deemed to no longer be
Registrable Securities, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable
Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving
of any such notice by the Company, to register any of the Registrable Securities not previously registered as permitted by the United
States Securities and Exchange Commission (“SEC”) Guidance for an offering to be made on a continuous basis pursuant to Rule
415, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the
securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale
or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Company”
or “Sellers”).  Unless instructed in writing to the contrary, the Subscribers hereby automatically exercise the
registration rights granted in this Section 1.5.  The Company is hereby given the same rights and benefits as any other party
identified in such registration.   In the event that any registration pursuant to this Section 1.5 shall be, in whole or
in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included
in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably
be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided,
however, that the Company shall notify the Company in writing of any such reduction. Notwithstanding the foregoing provisions the Company
may withdraw or delay or suffer a delay of any registration statement referred to in this Section 1.5 without thereby incurring any liability
to the Company due to such withdrawal or delay. Notwithstanding anything to the contrary herein, in the event that the Commission, limits
the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, the Company
may scale back (i.e. remove) from such registration statement such number of Registrable Securities on behalf of all selling security
holders on a pro-rata basis based on the total number of Registrable Securities held by such selling security holder.


 






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1.6
Registration Procedures. If and whenever the Company is required by the provisions of Section 1.5 to effect the registration of
any Registrable Securities under the 1933 Act, the Company will, as expeditiously as possible: 


 


(i) subject
to the timelines provided in this Agreement, prepare and file with the Commission a registration statement required by Section 1.5, with
respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period
of the distribution contemplated thereby (determined as herein provided), promptly provide to the holders of the Registrable Securities
copies of all filings and Commission letters of comment and notify Subscribers (by telecopier and by e-mail addresses provided by Subscribers)
and __________ (by telecopier and by email to ___________) on or before the first business day thereafter that the
Company receives notice that (i) the Commission has no comments or no further comments on the Registration Statement, and (ii) the registration
statement has been declared;


 


(ii) prepare
and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective until such registration statement has been effective for a period of
two (2) years, and comply with the provisions of the 1933 Act with respect to the disposition of all of the Registrable Securities covered
by such registration statement in accordance with the Sellers’ intended method of disposition set forth in such registration statement
for such period;


 


(iii) use
its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under
the securities or “blue sky” laws of New York and such jurisdictions as the Sellers shall request in writing, provided, however,
that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;


 


(iv) if
applicable, list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock
of the Company is then listed;


 


(v) notify
the Subscribers within two hours of the Company’s becoming aware that a prospectus relating thereto is required to be delivered
under the 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in
such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing or which becomes
subject to a Commission, state or other governmental order suspending the effectiveness of the registration statement covering any of
the Registrable Securities;


 


(vi) provided
same would not be in violation of the provision of Regulation FD under the 1934 Act, make available for inspection by the Sellers,  and
any attorney, accountant or other agent retained by the Company or underwriter, all publicly available, non-confidential financial and
other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees
to supply all publicly available, non-confidential information reasonably requested by the seller, attorney, accountant or agent in connection
with such registration statement; and


 


(viii) provide
to the Sellers copies of the Registration Statement and amendments thereto prior to the filing thereof with the Commission.


 


1.7  144
Default.   In the event commencing six months after the Closing Date and ending twenty-four months thereafter, the
Buyer is not permitted to resell any of the Conversion Shares without any restrictive legend or if such sales are permitted but subject
to volume limitations or further restrictions on resale as a result of the unavailability to Buyer of Rule 144(b)(1)(i) under the 1933
Act or any successor rule (a “144 Default”), for any reason except for Buyer’s status as an Affiliate or “control
person” of the Company, or as a result of a change in current applicable securities laws, then the Company shall pay such Buyer
as liquidated damages and not as a penalty an amount equal to 10 percent (10%) for each thirty (30) days (or such lesser pro-rata amount
for any period less than thirty days) thereafter of the purchase price of the Conversion Shares subject to such 144 Default
during the pendency of the 144 Default. Liquidated Damages shall not be payable pursuant to this Section 11.2 in connection with Shares
for such times as such Shares may be sold by the holder thereof without volume or other restrictions pursuant to Section 144(b)(1)(i)
of the 1933 Act or pursuant to an effective registration statement.


 






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1.8 Transfer of Option.
Buyer may transfer the Option or any remaining portion thereof in his sole discretion, provided that, if the consideration
received by Buyer with respect to such transfer exceeds $0.03 per Option Share, Buyer shall pay to Company the aggregate amount of the
excess consideration received for such transfer within five (5) business days after receipt of such consideration.


 


1.9 Non-Transferability
of Option Shares. Absent the prior written consent of Buyer and except as provided in Section 1.8 below, Company
shall not, during the Option Term, (a) sell, convey, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (including
by gift) any of the Option Shares, (b) deposit the Option Shares into a voting trust, enter into any voting arrangement or understanding,
or otherwise transfer the right to vote the Option Shares, (c) issue any option, right of first refusal or any other right with respect
to the Option Shares, (d) solicit any proposal to acquire the Option Shares, (e) disclose any non-public information about the
Company including proprietary and confidential information, or (f) enter into any agreement, or option or other contingent commitment,
to do any of the foregoing. During the Option Term, Company shall in good faith take any action reasonably requested by Buyer to preserve
or exercise his rights under the Option. Any award to Buyer for Company’s breach of this Section 1.6 will be limited to monetary
damages and will not include an injunction or other equitable remedy other than a direction for Company to pay Buyer a monetary amount.


 


1.10 Compliance
with 5/50 Rule. Notwithstanding anything contained herein, (a) Buyer shall not be permitted to exercise any portion of the Option
if such exercise would cause the Company to violate the provisions of Sections 856(h)(2) and 542(a)(2) of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder (commonly referred to as the “5/50 Rule.


 


1.12
Expenses.  All expenses incurred by the Company in complying with Section 1.5, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees
of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance and
fee of one counsel for all Sellers are called “Registration Expenses.” All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities, including any fees and disbursements of any additional counsel to the Company, are
called "Selling Expenses."  The Company will pay all Registration Expenses in connection with the registration
statement under Section 1.5.  Selling Expenses in connection with each registration statement under Section 1.5 shall be borne
by the Company.


 


1.13
Delivery of Unlegended Shares.  


 


(a) Within
ten (10) business days (such third business day being the “Unlegended Shares Delivery Date”) after the business day on which
the Company has received (i) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable
and if required, have been satisfied, and (ii) the original share certificates representing the shares of Common Stock that have been
sold, and (iii) in the case of sales under Rule 144, customary representation letters of the Subscriber and/or Subscriber’s broker
regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected
by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing
the delivery of shares of Common Stock without any legends including the legend set forth in Section 4 above, reissuable pursuant to any
effective and current Registration Statement described in Section 1.13 of this Agreement or pursuant to Rule 144 under the 1933 Act (the
“Unlegended Shares”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with
a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber at the address specified
in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.  


 






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(b) In
lieu of delivering physical certificates representing the Unlegended Shares, if the Company’s transfer agent is participating in
the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of a Subscriber, so long as
the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend
thereon, the Company must cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscriber’s
prime Broker with DTC through its Deposit Withdrawal Agent Commission system.  Such delivery must be made on or before the Unlegended
Shares Delivery Date.


 


(c) The
Company understands that a delay in the delivery of the Unlegended Shares pursuant to Section 1.14 hereof after the Unlegended Shares
Delivery Date could result in economic loss to Subscriber.  As compensation to Buyer for such loss, the Company agrees to pay
late payment fees (as liquidated damages and not as a penalty) to the Buyer for late delivery of Unlegended Shares in the amount of $100
per business day after the Delivery Date for each $10,000 of Purchase Price of the Unlegended Shares subject to the delivery default.  If
during any 360 day period, the Company fails to deliver Unlegended Shares as required by this Section 1.13 for an aggregate of thirty
(30) days, then each Subscriber or assignee holding Securities subject to such default may, at its option, require the Company to redeem
all or any portion of the Shares subject to such default at a price per share equal to 120% of the Purchase Price of such Shares (“Unlegended
Redemption Amount”).


 


(e) In
the event a Subscriber shall request delivery of Unlegended Shares as described in Section 1.14 and the Company is required to deliver
such Unlegended Shares pursuant to Section 1.13, the Company may not refuse to deliver Unlegended Shares based on any claim that such
Subscriber or any one associated or affiliated with such Subscriber has been engaged in any violation of law, or for any other reason,
unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended
Shares shall have been sought and obtained by the Company or at the Company’s request or with the Company’s assistance, and
the Company has posted a surety bond for the benefit of such Subscriber in the amount of 120% of the amount of the aggregate purchase
price of the Common Stock which are subject to the injunction or temporary restraining order, which bond shall remain in effect until
the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Subscriber to the extent Subscriber
obtains judgment in Subscriber’s favor.


 


1.15
Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with
a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity
provided such issuances are not for the purpose of raising capital which holders of such securities or debt are not at any time granted
registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering
arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not
at any time granted registration rights, (iii) as a result of the conversion of Notes which are granted or issued pursuant to this Agreement
or that have been issued prior to the Closing Date, the issuance of which has been disclosed in a report filed not less than five (5)
days prior to the Closing Date, and (iv) the payment of any interest on prior outstanding notes and/or liquidated damages contemplated
by prior agreements (collectively the foregoing are “Excepted Issuances”), if at any time the Buyer owns any Common Stock
from the conversion of notes or exercise of warrants, the Company shall agree to or issue (the “Lower Price Issuance”) any
Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding)
to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price
in effect at such time, or if less than the warrant exercise price in effect at such time, without the consent of the Buyer, then the
Company shall issue, for each such occasion, additional shares of Common Stock to the Buyer respecting conversion shares and warrant
shares that are then still owned by the Buyer at the time of the Lower Price Issuance so that the average per share purchase price of
the Shares or warrant shares purchased and owned by the Buyer on the date of the Lower Price Issuance is equal to such other lower price
per share.  Other than in connection with Excepted Issuances, if at any time notes or warrants are outstanding, if the Company
shall agree to a Lower Price Issuance, then the Conversion Price and Warrant exercise price shall automatically be reduced to such other
lower price. 


 


1.16 Repurchase and
Buyback of the Shares; Repurchase of Option.


 


(a) For
a period of 15 months from the execution of this Agreement, the Company shall have the right, subject to Sections 10b-5 and 10b-18 of
the Exchange Act (the “Act”), and upon the majority vote of the Board of Directors of the Company, to buyback the Purchase
Shares in whole or part, at the greater of $.15 per share or the Volume Weighted Average Price (“VWAP”) per share based on
the trailing 10 trading days of the Common Equity of the Company (“VWAP Price”). Such Buyback shall be in cash by certified
check or wire transfer. The expenses associated with the transfer of Purchase Shares, including fees and costs due to the transfer agent
shall be paid by the Company.


 






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(b) For a period of
12 months from the execution of this Agreement, the Company shall have the right, subject to the applicable provisions of the Act and
upon the majority vote of the Board of Directors, to buyback the Option in whole or part, at the greater of $.15 per share or the VWAP
per shares based on the VWAP Price.


 


(c) Nothing contained
in this Section 1.16 shall prevent the Buyer from Selling shares or Exercising the Option. The Company’s rights shall apply exclusively
to Shares or unexercised Options held by the Buyer.


 


2. REPRESENTATIONS AND WARRANTIES OF SELLER


 


Company hereby represents
and warrants to Buyer as follows:


 


2.1 Ownership;
Transfer. Company is the current sole owner of all right, title and interest in the Shares and holds the Shares free and clear of
all liabilities, liens, encumbrances, pledges, voting trusts or shareholder agreements, restrictions on transfer or other charges (“Liens”).
Upon transfer of the Shares from Company to Buyer, Buyer will acquire good and marketable title to the Shares, free and clear of any Liens.


 


2.2 Authorization.
Company has the right, power and legal capacity and authority to enter into and perform his obligations under this Agreement. This Agreement
has been duly executed and delivered by Company and constitutes Company’s valid and binding obligation, enforceable in accordance
with its terms.


 


2.3 Sufficiency
of Information. Company was a previously a director and officer of the Company and remains generally familiar with the business and
financial condition of the Company. Company is satisfied by reason of his own knowledge and investigation, and not in reliance on any
express or implied representation of the Company or any of its other directors, officers, agents or affiliates, including Buyer, as to
the sale of the Shares at the price(s) specified herein. Company acknowledges that he has access to and has received sufficient information
regarding the Company to evaluate fully the merits of his decision to sell the Shares to Buyer, including having the opportunity to ask
any questions and receive answers about the Company’s operations, results of operations, financial condition and prospects and such
other information as Company deems appropriate. Company has carefully read this Agreement, has had an opportunity to consult with his
attorney and financial advisors in connection with the execution thereof and fully understands the Agreement’s final and binding
effect.


 


2.4 Sophisticated
Company. Company has such knowledge, sophistication and experience in business and financial matters that he is capable of evaluating
the merits and risks of the transactions contemplated by this Agreement. Company acknowledges that the Company has made available to Company
and has offered to make available to Company certain information which is or may be material, non-public, confidential or proprietary
in nature (“Confidential Information”). Company further acknowledges that he has elected not to receive any of the
Confidential Information, even though this Confidential Information may be material to Company’s decision to enter into this Agreement.


 


3. REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer hereby represents
and warrants to Company as follows:


 


3.1 Authorization.
Buyer has the right, power and legal capacity and authority to enter into and perform his obligations under this Agreement and that this
Agreement has been duly executed and delivered by Buyer and constitutes Buyer’s valid and binding obligation, enforceable in accordance
with its terms.


 


3.2 Capacity.
Buyer is entering into this Agreement in his capacity as an individual and not as an officer, director, agent or representative of the
Company or any third party. The Company is neither a party to this Agreement nor a third-party beneficiary.


 


3.3 Sufficiency of Information.
Buyer is satisfied by reason of his own knowledge and investigation, and not in reliance on any express or implied representation of the
Company or any of its other directors, officers, agents or affiliates, as to the sale of the Shares at the price(s) specified herein.
Buyer acknowledges that it has access to and has received sufficient information regarding the Company to evaluate fully the merits of
his decision to purchase the Shares from the Company, including having the opportunity to ask any questions and receive answers about
the Company’s operations, results of operations, financial condition and prospects and such other information as Buyer deems appropriate.
Buyer has carefully read this Agreement, has had an opportunity to consult with its attorney and financial advisors in connection with
the execution thereof and fully understands the Agreement’s final and binding effect.


 






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3.4 Sophisticated Investor.
Buyer has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits
and risks of the transactions contemplated by this Agreement. Buyer acknowledges that the Company has made available to Buyer and has
offered to make available to Buyer certain information which is or may be material, non-public, confidential or proprietary in nature
(“Confidential Information”). Company further acknowledges that he has elected not to receive any of the Confidential Information,
even though this Confidential Information may be material to Company’s decision to enter into this Agreement.


 


4. CONDITIONS 


 


4.1 Conditions
to Obligations of Buyer. The obligation of Buyer to consummate the transaction contemplated herein shall be subject to the prior approval
by the Company’s board of directors, at or prior to Closing, permitting Buyer to increase his permitted beneficial ownership enough
to allow the purchase of some or all of the Shares.


 


4.2 Condition
to Obligations of the Company. The obligations of the Company to consummate the transaction contemplated herein shall be conditioned
on the receipt by the Company from Legacy Tech Partners, LLC (“LTP”) of the $300,000 due and payable by LTP to the Company
under that certain 10% Senior Secured Convertible Debenture dated March 8, 2021 as follows: (i) $100,000 not later than 4:00 p.m. ET on
October 15, 2021 and (ii) $100,000 not later than 4:00 p.m. ET on November 15, 2021 and (iii) $100,000 not later than 4:00 p.m. ET on
December 15, 2021


 


4.3 Obligation
to Register Shares. The obligations of the Buyer to fund according to Section 4.2 shall be conditioned on the Company filing a registration
statement in accordance with Section 1.5 of this Agreement, with the SEC for not less than the total authorized shares of the Company
on or before November 1, 2021.


 


5. GENERAL PROVISIONS


 


5.1 Entire Agreement.
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes
any and all prior or contemporaneous agreements and discussions, whether written or oral, express or implied.


 


5.2 Further Assurances.
Each party hereto shall execute and deliver such further instruments and take such further actions as the other party hereto may reasonably
request in order to carry out the intent of this Agreement.


 


5.3 Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, each of which shall remain in full force and effect and in lieu of such invalid or unenforceable provision there shall
be automatically added as part of this Agreement a valid and enforceable provision as similar in terms to the invalid or unenforceable
provision as possible, provided that this Agreement as amended, (i) reflects the intent of the parties hereto, and (ii) does
not change the bargained for consideration or benefits to be received by each party hereto.


 


5.4 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without
reference to conflicts of laws principles.


 


5.5 Section Headings.
The section headings contained herein are for purposes of convenience only, and shall not be deemed to constitute a part of this Agreement
or to affect the meaning or interpretation of this Agreement in any way.


 


5.6 Waivers,
Amendments. No waiver or amendment of this Agreement shall be effective unless such waiver or amendment is in writing and has been
executed by the parties intending to be bound.


 


5.7 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


[Remainder of Page
Intentionally Left Blank. Signature Page Follows.]


 






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


 


	LEGACY EDUCATION ALLIANCE, INC.	 
	 	 	 
	By: 	/s/ Michel Botbol	 
	Name:	Michel Botbol	 
	Title:	Chief Executive Officer	 
	 	 	 
	NCW, LLC.	 
	 	 	 
	By:	/s/ S. Guttman	 
	Name: 	Samuel Guttman	 
	Title:	Manager	 


 


 


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