Exhibit 10.1


 


FIRST AMENDMENT TO SECURED CONVERTIBLE DEBENTURE


 


(Original Principal Amount: $375,00 Issued March
8, 2021)


 


FIRST AMENDMENT dated and effective as of August 27, 2021 (this “First
Amendment”) with respect to that certain 10% Senior Secured Convertible Debenture dated March 8, 2021 in the original principal
amount of $375,000 (as amended, modified, supplemented or amended and restated from time to time, the “Debenture”) issued
by Legacy Education Alliance, Inc. (“Company”) to Legacy Tech Partners, LLC (“Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Debenture, Holder
provided Company with financial accommodations which remain outstanding;


 


WHEREAS, the Holder has requested that the
Company amend the Debenture, and Company is willing to do so on the terms and conditions set forth herein; and


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:


 


ARTICLE I


 


AMENDMENTS


 


Section 1.1. Section 1.(Definitions) of the Debenture is hereby
amended by deleting the following in its entirety:


 


“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.


 


Section 1.2. Section 2.a) (Required Loans by Holder) of the
Debenture is hereby amended by deleting it in its entirety and inserting the following new Section 2.a) in lieu thereof:


 


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 prior to October 15, 2021, as long as no Event of Default has occurred and is then continuing, the Holder will make an additional
loan to the Company $300,000 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 $675,000 (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 $675,000). 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.


 






     


     


    

 


Section 1.3. The Debenture, including any Exhibit and Schedules
thereto, are hereby amended to indicate that references to the Loan being in the principal amount of $1,000,000 are amended to indicate
that the Loan is in the principal of $675,000.


 


ARTICLE II


 


INTERPRETATION


 


Section 2.1. Continuing Effect of Debenture. The Company
hereby ratifies, confirms, and reaffirms all and singular the terms and conditions of the Debenture and the other Loan Documents (as defined
in the Debenture). The Company and Holder each hereby acknowledges and agrees that the Debenture shall continue to be and shall remain
unchanged and in full force and effect in accordance with its terms, except as expressly modified hereby. Any terms or conditions contained
in this First Amendment shall control over any inconsistent terms or conditions in the Debenture.


 


Section 2.2. No Waiver. Nothing contained in this First
Amendment shall be construed or interpreted or is intended as a waiver of any default or Event of Default (as defined in the Loan Documents)
or of any rights, powers, privileges or remedies that the Holder has or may have under the Debenture, any other related document or applicable
law on account of such default or Event of Default.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1. Counterparts. This First Amendment may be
executed by the parties hereto in any number of separate counterparts, each of which when duly executed shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


Section 3.2.  GOVERNING LAW. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW JERSEY (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES).


 






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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.


 


	LEGACY EDUCATION ALLIANCE, INC.	 
	 	 	 
	By: 	/s/ Michel Botbol	 
	Name:	Michel Botbol	 
	Title:	Chief Executive Officer	 
	 	 	 
	LEGACY TECH PARTNERS LLC	 
	 	 	 
	By: 	/s/ Barry Kostiner	 
	Name: 	Barry Kostiner	 
	Title:	President	 


 


 


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