Exhibit
10.2


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A
OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal Amount: $110,000	Issue Date: 20 May 22







Actual
Amount of Purchase Price: $100,000


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, LEGACY EDUCATION ALLIANCE, INC., a Nevada corporation (hereinafter called the “Borrower” or the
“Company”) (Trading Symbol: LEAI), hereby promises to pay to the order of Timothy Chaffin or registered assigns (the
“Holder”), in the form of lawful money of the United States of America, the principal sum of $110,000, which amount
is the $100,000 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the amount
of $10,000 [10% OID] in the amount set forth on such Holder’s respective signature page (the “Principal Amount”) and
to pay interest on the unpaid Principal Amount hereof at the rate of six percent (6%) per annum (the “Interest”). The maturity
date shall be twelve (12) months from the Issue Date with an option to extend for up to six (6) months in the sole discretion of the
Company upon prior written notice to the Holder (the “Maturity Date”) and is the date upon which the principal sum as well
as the Interest and other fees, shall be due and payable.


 


This
Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.


 


Any
Principal Amount and Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twelve percent
(12%) per annum; and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.


 


All
payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common
Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of
this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day.


 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used
in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading
Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase
Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 




    	 



     


    

 


The
following terms shall also apply to this Note:




 


ARTICLE
I. MANDATORY CONVERSION 


 


1.1. Conversion.
The then outstanding and unpaid Principal Amount and Interest (including any Default Interest) on the Mandatory Conversion Date (as
defined below) shall be converted into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified,
at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that
notwithstanding anything to the contrary contained herein, this Note shall not be converted, pursuant to Section 1 or otherwise, to the
extent that after giving effect to such issuance after conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”),
and any other Persons (as defined below) 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 Attribution Parties shall
include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company 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 1.1, 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 Holder is solely responsible for
any schedules required to be filed in accordance therewith. 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 1.1, 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 two (2) Trading Days 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 Note, 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 4.99% of the number of shares
of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any
other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply
to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined
by dividing the Conversion Amount (as defined below) by the applicable Conversion Price. The term “Conversion Amount” means,
with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus
(2) at the Holder’s option, Interest on such Principal Amount to the Conversion Date, plus (3) at the Holder’s
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).


 




    	 



     


    

 


1.2.
Conversion Price.


 


(a) Calculation
of Conversion Price. The per share conversion price into which Principal Amount and Interest (including any Default Interest) under
this Note shall be convertible into shall be a 20% discount to the VWAP for the ten (10) Trading Day period ending on the latest complete
Trading Day prior to the Mandatory Conversion Date (the “Conversion Price”). “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 for trading 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 the OTC Bulletin Board is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published
by Pink Sheets, LLC (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. If at any time the Conversion
Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of
the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion
may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to
the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same
number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.


 


1.3. Authorized
and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve
from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of the Conversion Shares (the “Reserved Amount”). If, at any time the Borrower does not maintain the Reserved Amount it will
be considered an Event of Default (as defined in this Note) under this Note.


 


1.4. Method of Conversion.


 


(a) Mechanics
of Conversion. This Note shall be automatically converted without any further action by the Holder, on the tenth (10th)
Trading Day after the Effective Date (the “Mandatory Conversion Date”).


 


(b) Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal
Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of
such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical
surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima
facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note
is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower,
whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal
Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented
by this Note may be less than the amount stated on the face hereof.


 




    	 



     


    

 


(c) Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder
(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the
satisfaction of the Borrower that such tax has been paid.


 


(d) Delivery
of Common Stock Upon Conversion. Promptly after the Mandatory Conversion Date, the Borrower shall issue and deliver or cause to be
issued and delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the
Conversion Shares as contemplated by Section 1.4(f) hereof) within two (2) Trading Days after such receipt (the “Deadline”).


 


(e) Obligation
of Borrower to Deliver Common Stock. Upon the Mandatory Conversion Date, the Holder shall be deemed to be the holder of record of
the Conversion Shares issuable upon such conversion and, unless the Borrower defaults on its obligations under this Article I, all rights
with respect to this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,
cash or other assets, as herein provided, on such conversion.


 


(f) Delivery
of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable
upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in
Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the
Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through
its Deposit Withdrawal Agent Commission system.


 


1.5. Concerning
the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares
are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been
furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the
effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii)
such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares
are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares
only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise
provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares
have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption
without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for
the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective
registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as
appropriate:


 




    	 



     


    

 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,
REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares
without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery
by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)
such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be
sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated
by and in accordance with Section 5(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares
may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided
by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation
S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.


 


1.6.
Effect of Certain Events.


 


(a) Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this
Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes
of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets
of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter
have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would
have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without
regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to
the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
shall not effectuate any transaction described in this Section 1.6(a) unless (a) it first gives, to the extent practicable, at least
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special
meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to
convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(a). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 




    	 



     


    

 


1.7.  Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of
the Conversion Price as a result of the events described in Section 1.6 of this Note, the Borrower shall, at its expense and within one
(1) calendar day after the occurrence of each respective adjustment or readjustment of the Conversion Price, compute such adjustment
or readjustment and prepare and furnish to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based
upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based,
and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment.
In addition, the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like
certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note,
(iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not
limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment
or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action
by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.


 


1.8. Status
as Shareholder. Upon the Mandatory Conversion Date, (i) the Conversion Shares covered thereby (other than the Conversion Shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum
Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted
portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and
to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply
with the terms of this Note.


 


1.9. Prepayment.
At any time prior to the date that an Event of Default occurs under this Note (the “Prepayment Period”), the Borrower
shall have the right, exercisable on fifteen (15) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding
Principal Amount and Interest due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be fifteen (15) Trading Days from the date of
the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the right, at all times prior to the
actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead convert all or any portion of the Note pursuant
to the terms of this Note, including the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.9. On the
Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified
by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9,
the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the Principal Amount then
outstanding plus (x) the Interest. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment
amount due to the Holder of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any
part of the Note pursuant to this Section 1.9.


 




    	 



     


    

 


ARTICLE
II. RANKING AND CERTAIN COVENANTS


 


2.1. Ranking
and Security. This Note shall be pari passu with all unsecured indebtedness of the Borrower.


 


2.2. Other
Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly
through any Subsidiary or affiliate) issue any additional unsecured indebtedness (other than as part of the offering of which this Note
is a part) that is pari passu with, or senior to (in priority of payment and performance) the Borrower’s obligations hereunder.
For the avoidance of doubt, nothing herein shall limit the Company’s obligations or rights under any indebtedness (or agreement
therefor) of the Company existing as of the Issue Date (the “Existing Indebtedness”), all of which shall continue to be permitted
in accordance with their respective terms and none of which shall be deemed a breach hereunder.


 


2.4.  Restriction on Debt Repayments. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not without the Holder’s written consent repay any subordinated indebtedness of Borrower, other
than Existing Indebtedness.


 


2.5. Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 Note, and will at all
times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.


 


2.6. Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note.


 


ARTICLE
III. EVENTS OF DEFAULT


 


It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur:


 


3.1. Failure
to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or Interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise.


 




    	 



     


    

 


3.2. Conversion
and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon the Mandatory Conversion Date, (ii) fails to transfer or cause its transfer agent
to transfer (issue) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, (iii) fails to reserve the Reserved Amount at all times, and/or
(iv) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or
issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of
or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove
or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this
Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor
its obligations shall not be rescinded in writing) for two (2) Trading Days after the Mandatory Conversion Date.


 


3.3. Breach
of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase
Agreement, this Note, Warrant (as defined in the Purchase Agreement), or in any agreement, statement or certificate given in writing
pursuant hereto or in connection herewith or therewith.


 


3.4. Breach
of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note,
Warrant, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall
be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5. Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed.


 


3.7. Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.9. Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.19. Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall
become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Principal Amount then outstanding plus Interest (including any Default Interest) through the date of full repayment (collectively
the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without
demand, presentment or notice, all of which hereby are expressly waived by the Borrower.


 




    	 



     


    

 


ARTICLE
IV. MISCELLANEOUS


 


4.1. Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


4.2. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand
delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If
to the Borrower, to:


 


LEGACY
EDUCATION ALLIANCE, INC.


1490
NE Pine Island Rd. Suite 5D


Cape
Coral, FL 33909


E-mail:
barrykostiner@legacyea.com


 


With
a copy to:


 


Ruskin
Moscou Faltischek P.C.


1425
RXR Plaza, 15th Floor


Uniondale,
NY 11556


Attention:
Stephen Fox, Esq.


E-mail:
sfox@rmfpc.com


 


If
to the Holder:


 


Timoth
Chaffin


[ADDRESS]


E-mail:
timchaffin@comcast.net


 


4.3. Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented.


 


4.4. Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written
consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a)
of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the
1934 Act, without the consent of the Borrower (provided prior written notice to the Company shall be required). Notwithstanding anything
in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the
unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 




    	 



     


    

 


4.5. Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.6. Governing
Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the
state or Federal courts located in the county, city and state of New York. The Borrower hereby irrevocably waives any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each
party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby 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 Note 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 law. The prevailing
party in any action or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 


4.7. Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal
Amount (or the portion thereof required to be paid at that time) plus Interest plus Default Interest on such Interest, the Borrower and
the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and
the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in
part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that
such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment
without the opportunity to convert this Note into shares of Common Stock.


 


4.8. Purchase
Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents
entered into in connection herewith and therewith.


 


4.9. Notice
of Corporate Events. The Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that
this Note converts into Common Stock.


 




    	 



     


    

 


4.10. Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach
of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the
provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to
enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security
being required.


 


4.11. Construction;
Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the
interpretation of, this Note.


 


4.12. Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under
this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability
of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum
lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall
any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the
nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum
contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official
governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable
to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this
the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at the Holder’s election.


 


4.13. Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any
judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of this Note.


 


[Signature
page follows]


 




    	 



     


    

 


In
Witness Whereof, the undersigned has executed this
Agreement on this 20th day of May, 2022.


 


	 	LEGACY
    EDUCATION ALLIANCE, INC.
	 	 
	 	By:	 
	 	Name:	Barry
    Kostiner
	 	Title:	 Chief
    Executive Officer