Exhibit 10.1


 


STOCK PURCHASE AND
OPTION AGREEMENT


 


THIS STOCK PURCHASE AND
OPTION AGREEMENT (this “Agreement”), dated as of November 18, 2021 (the “Effective Date”), is entered
into by and between Legacy Education Alliance, Inc. (“Company”), on the one hand, and Mayer and Associates LLC (“Buyer”),
on the other hand.


 


RECITALS


 


WHEREAS, as of the Effective
Date, the Company had 200,000,000 shares of Common Stock authorized at a par value of $0.0001;


 


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


 


WHEREAS, as of the Effective
Date, 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) 1,600,000 shares of Common Stock (the “Purchase Shares”)
and (b) an irrevocable option (the “Option”) to purchase an aggregate of 138,400,000 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 and subject to the
Beneficial Ownership Limitation as provided for in Section 1.3(d), (a) the Company hereby sells, transfers, conveys and assigns to
Buyer, and Buyer hereby purchases from Company, the Purchase Shares in exchange for a payment of $0.0001 per Purchase Share for a total
aggregate consideration of $160.00 (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 $13,840.00 (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 the Effective Date (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 a certificate (or evidence from the
Company’s transfer agent of book-entry issuance) representing the Purchase Shares, 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; provided, however, that the Option Term shall be automatically extended, without any further notice
or action, on a day for day basis by the number of days from the Closing Date until Buyer exercises the Option with respect to the first
18,400,000 Option Shares.


 


(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 $0.0001 per Option Share for the first
18,400,000 Option Shares, and $0.05833 per Option Share for all Option Shares thereafter (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.”


 


(d) Limitations on
Exercise of Options. Notwithstanding anything to the contrary herein, the Company shall not effect any issuance of Option Shares,
and Buyer shall not have the right receive Option Shares or to exercise the Option, to the extent that after giving effect to the issuance
of the Option Shares set forth on the applicable notice of exercise, the Buyer (together with the Buyer’s Affiliates, and any other
Persons acting as a group together with the Buyer or any of the Buyer’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 Buyer and its Affiliates and Attribution Parties shall include the number of
shares of Common Stock issued as Purchase Shares or issuable upon exercise of the Option with respect to which such determination is being
made, but shall exclude (i) the Option Shares which are issuable upon subsequent exercises of the Option 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 Debentures or Warrants) beneficially owned by the Buyer 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 Option Shares are issuable (or
a Debenture is convertible or Warrant exercisable in relation to other securities owned by the Buyer together with any Affiliates and
Attribution Parties) and the amount of Option Shares to be issued shall be in the sole discretion of the Buyer, and the submission of
a notice of exercise of the Option shall be deemed to be the Buyer’s determination of whether such shares may be issued (in relation
to other securities owned by the Buyer together with any Affiliates or Attribution Parties), in each case subject to the Beneficial Ownership
Limitation. To ensure compliance with this restriction, the Buyer will be deemed to represent to the Company each time it delivers a notice
of exercise of the Option that such notice 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 1.3(d), in determining the number of outstanding shares of Common Stock, the Buyer 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 Buyer, the Company shall within one Trading Day confirm orally and in writing to the Buyer 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 issuance of Option Shares to the Buyer 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 4.99% 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 Buyer.
The Buyer, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 1.3(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of Option Shares upon exercise of the Option held by the
Buyer and the Beneficial Ownership Limitation provisions of this Section 1.3(d) shall continue to apply. Any such increase or decrease
will not be effective until the 61st day after such notice is delivered to the Company. 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.


 






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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.


 


1.5 Registration Rights. The
Company hereby grants the following registration rights to the Buyer. If the Company at any time proposes to file a registration statement
to register any of its securities under the Securities Act of 1933, as amended (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
S-4, S-8 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 Buyer 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 Buyer, 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 Buyer. Unless instructed
in writing to the contrary, the Buyer hereby automatically exercise the registration rights granted in this Section 1.5. 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 Buyer 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 Buyer due to such withdrawal or delay. Notwithstanding
anything to the contrary herein, in the event that the SEC 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 as it determines in its reasonable, good faith judgment.


 




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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 Buyer copies of all filings and Commission
letters of comment and notify Buyer 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 Buyer’s 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, 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 Buyer 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 Buyer, 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 Buyer in
connection with such registration statement; and


 


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


 




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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 Purchase 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 Purchase Shares subject to such 144 Default during the pendency of the 144 Default.
Liquidated Damages shall not be payable pursuant to this Section 1.7 in connection with Purchase Shares for such times as such Shares
may be sold by the Buyer without volume or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act or pursuant to an effective
registration statement.


 


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 1.12 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 1.9 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”).


 


1.11 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 the Buyer 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 Buyer, are called “Selling
Expenses.” The Company will pay all Registration Expenses. Selling Expenses shall be borne by the Buyer.


 


1.12 Delivery of Unlegended
Shares.  


 


(a) Within
three (3) 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 Buyer and its 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 Buyer) 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 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 Buyer 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 Buyer, so long as
the certificates therefor do not bear a legend and the Buyer 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 Buyer’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 1.12 hereof after the Unlegended Shares
Delivery Date could result in economic loss to Buyer. 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 1.12 for an aggregate of thirty
(30) days, then the Buyer or assignee holding Shares 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.


 


(d) In
the event the Buyer shall request delivery of Unlegended Shares as described in Section 1.12 and the Company is required to deliver such
Unlegended Shares pursuant to Section 1.12, the Company may not refuse to deliver Unlegended Shares based on any claim that the Buyer
or any one associated or affiliated with the Buyer 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 the Buyer 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 the Buyer to the extent the Buyer obtains judgment in its favor.


 


1.13 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 Shares, 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 Exercise Price in effect at such time, or if less than the 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 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 purchased and owned by the Buyer as of 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 Options are outstanding, if the Company shall agree to a Lower
Price Issuance, then the Exercise Price shall automatically be reduced to such other lower price. 


 






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1.14 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.


 


(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 then-outstanding Option in whole or part, at the greater of $.15 per
Option Share not yet then exercised or the VWAP per such Option Share based on the VWAP Price.


 


(c) Nothing contained
in this Section 1.14 shall prevent the Buyer from selling Shares or exercising the Option. The Company’s rights shall apply exclusively
to Purchase Shares or unexercised Options held by the Buyer. Notwithstanding anything to the contrary in Section 1.14(a), any Shares that
are no longer beneficially owned by the Buyer shall cease to be subject to the buyback provisions set forth therein.


 


2. REPRESENTATIONS AND WARRANTIES OF COMPANY


 


Company hereby represents
and warrants to Buyer as follows:


 


2.1. Organization
and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction
of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as
currently conducted. The Company is not in violation or default of any of the provisions of its certificate or articles of incorporation,
bylaws or other organizational or charter documents.


 


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, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 


2.3 Issuance of the
Shares. The Purchase Shares and the Option Shares are duly authorized and, when issued and paid for in accordance with the terms of
this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and encumbrances imposed by
the Company other than restrictions on transfer provided for in this Agreement and applicable securities laws. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to 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, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 


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.


 




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3.3 Sufficiency of
Information. Buyer is satisfied by reason of its 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 and the Option at the prices
specified herein. Buyer acknowledges that it has access to and has received sufficient information regarding the Company to evaluate fully
the merits of its decision to purchase the Shares and the Option 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.


 


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. As of the Effective Date the Buyer is, and on each date on which
it exercises any of the Option, it will be, either: (i) an “accredited investor” as defined in Rule 501 under the 1933 Act
or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the 1933 Act. 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”). Buyer further acknowledges that it has elected not to receive
any of the Confidential Information, even though this Confidential Information may be material to Buyer’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.


 


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	 



 


	MAYER AND ASSOCIATES LLC	 
	 	 
	By:	/s/ Benjamin Mayer	 
	Name:	Benjamin Mayer	 
	Title:	 President	 



 


 


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