Exhibit 10.2


 


TERMINATION AGREEMENT


 


THIS TERMINATION AGREEMENT,
dated as of November 17, 2021 (this “Termination Agreement”), by and between
Legacy Education Alliance, Inc. (the “Company”), and NCW, LLC (“Buyer”).


 


WHEREAS, the Company and Buyer
are parties to that Stock Purchase and Option Agreement (the “Agreement”) dated October 15, 2021;


 


WHEREAS, the Closing (as
defined in the Agreement) did not occur and neither the Purchase Shares (as defined in the Agreement) nor the Option (as defined in the
Agreement) were acquired by Buyer;


 


WHEREAS, the parties desire
to terminate the Agreement on the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:


 


1. Termination
of the Agreement. The Agreement is hereby terminated as of the date first written above (the “Termination
Date”). From and after the Termination Date, the Agreement will be of no further force or effect, and the rights and
obligations of each of the parties hereto thereunder shall terminate.


 


2. Representations
and Warranties. Each party hereto hereby represents and warrants to the other parties hereto that:


 


(a) It
has the full right, power and authority to enter into this Termination Agreement and to perform its obligations hereunder. The execution
of this Termination Agreement by such party, and the delivery of this Termination Agreement by such party, has been duly authorized by
all necessary action on the part of such party.


 


(b) This
Termination Agreement has been executed and delivered by such party and (assuming due authorization, execution and delivery by the other
parties hereto) constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its
terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles
related to or affecting creditors’ rights generally or the effect of general principles of equity.


 


3. Miscellaneous.


 


(a) This
Termination Agreement and all matters arising out of or relating to this Termination Agreement are governed by, and construed in accordance
with, the laws of the State of Nevada, without regard to the conflict of laws provisions of such State.


 


(b) This
Termination Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an agreement
in writing signed by each party hereto.


 


(c) This
Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same
agreement. Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery
of an original executed counterpart of this Termination Agreement.


 


(d) The
headings in this Termination Agreement are for reference only and do not affect the interpretation of this Termination Agreement.


 


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


 






    


    


    

 


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


 


	
     
	Legacy Education Alliance, Inc. 
	 	 
	 	By:	 /s/ Michel Botbol
	 	Name:  	Michel Botbol
	 	Title: 	Chairman and CEO


 


	 	NCW, LLC 
	 	 
	 	By: 	/s/ Samuel Guttman
	 	Name: 	 Samuel Guttman
	 	Title:	 Manager