Legacy Education Alliance (LEAI) 8-K Entry into a Material Definitive Agreement

Exhibit 10.2

SUBSCRIPTIONAGREEMENT

LEGACY EDUCATION ALLIANCE INC.

Units of Common Stock and Warrants

SUBSCRIPTIONAGREEMENT

Table of Contents

1.	Subscription	1
2.	Payment	1
3.	Deposit of Funds	2
4.	Acceptance of Subscription	2
5.	Representations and Warranties	2
6.	Anti-Money Laundering Representations and Warranties	7
7.	Representations and Warranties of the Company	8
8.	Indemnification	9
9.	Irrevocability; Binding Effect	9
10.	Modification	9
11.	Notices	10
12.	Assignment	10
13.	Applicable Law	10
14.	Arbitration	10
15.	Blue Sky Qualification	10
16.	Use of Pronouns	11
17.	Confidentiality	11
18.	Miscellaneous	11

Exhibit A	Form of the Warrant
Exhibit B	Wire Transfer Instructions
Exhibit C	Registration Rights Agreement
Exhibit D	Certificate of Purchaser

SUBSCRIPTIONAGREEMENT

This Subscription Agreement (this “Agreement”) is dated as of the date set forth on the signature page hereof, by and among LEGACY EDUCATION ALLIANCE INC., a Nevada corporation (the “Company”), and each of the parties hereto that agree to purchase units (each, a “Unit”) of the common stock, par value $0.0001 per share (the “Common Stock”), and warrants (“Warrants”) to purchase shares of Common Stock under the term of this Agreement and the Private Placement Memorandum (the “PPM”) that was delivered to each such party (each, such party being a “Purchaser”).

The terms and conditions of the offering (“Offering”) of the Common Stock and the Warrants by the Company are as described in the PPM and this Agreement. To the extent that there is any inconsistency or ambiguity between the description of the Offering in the PPM and the terms and conditions of this Agreement, then the terms and conditions of this Agreement shall supersede the terms or description in the PPM and the terms and conditions of this Agreement shall be controlling.

Notwithstanding any of the terms and conditions of this Agreement to the contrary, the obligations and liabilities of each of the Purchasers is several and not joint and no Purchaser shall have any obligation or liability of any other Purchaser under this Agreement unless otherwise expressly provided in a supplement to this Agreement executed and delivered by such Purchaser.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties to this Agreement hereby agree as follows:

1.           Subscription.

(a)           Each Purchaser irrevocablyagreestopurchasefrom the Company the number of Units setforthonthesignature page of such Purchaser or such lesser amount as may be specified by the Company as provided hereon.

(b)           The price per Unit shall be as provided in the PPM.

(c)           The terms and conditions of each Warrant, including without limitation, the exercise price of each Warrant and the adjustments thereto, are as described in the PPM and as provided in the terms and conditions of the form of the Warrant delivered to the Purchaser, which is attached hereto asExhibit A.

2.           Payment.

(a)           EachPurchaserwill provide payment to the Company in accordance with the wire transfer instructions set forth inExhibit Binthefull aggregate amountofthe purchasepriceofthe Units that such Purchaser has subscribed for purchase.

(b)           Togetherwithawiretransferofsuch aggregatepurchase price, suchPurchaserisdelivering acompletedandexecutedSignature PagetothisAgreement andthe Registration RightsAgreement (the “Registration Rights Agreement”),intheformofExhibitC. The Purchaser shall not be or be deemed to be a stockholder of the Company until the date that this subscription of the Purchaser is accepted by the Company.

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3.           DepositofFunds.

(a)           Allpaymentsmade by each Purchasershallbe deposited bytheCompany, orthePlacement Agent,assoonaspracticable afterreceiptthereof untiltheearliesttooccurof

(i)          therejectionofsuchsubscription with respect to such Purchaser; and

(ii)         the terminationoftheOffering.

(b)           TheCompany,maycontinuetoofferandselltheUnitsandconduct additionalclosingsfor the saleof additional Units until the terminationof theOffering or the completion of the maximum amount of the Offering as specified in the PPM (if any), subject to adjustment (increase or decrease) in the discretion of the Company.

4.           AcceptanceofSubscription.

(a)           EachPurchaserunderstandsandagreesthattheCompany,in itssolediscretion,reservestherighttoacceptorrejectthisoranyother subscriptionfor Units of any Purchaser,in wholeor in part,notwithstanding prior receiptby the Purchaserof notice of acceptance of this subscription.

(b)           TheCompanyshallhavenoobligationto any Purchaser under the terms and conditions of this Agreementuntil theCompanyshallexecuteanddeliverto suchPurchaseranexecuted copyofthisAgreement.

(c)           Any rejection of any subscription of a Purchaser by the Company shall require the return of the aggregate amount of the purchase price or part thereof (the amount that is not accepted) as provided in this Agreement, after the funds received from the Purchaser have been cleared funds that are not subject to offset or rejection by the Purchaser or any bank or financial intermediary.

5.           Representations and Warranties. EachPurchaser, severally and not jointlyherebyacknowledges,represents,warrants,andagreesasfollows:

(a)           NoneofthesharesofCommonStockorthesharesofCommonStockissuable uponexerciseoftheWarrants(the“WarrantShares”)offeredpursuanttothe PPM are registered underthe Securities Actof1933,asamended(the“Securities Act”),oranystate securities laws.The Purchaserunderstands that the offering and saleof the Unitsisintended to beexemptfromregistrationundertheSecurities Act, by virtueof Section4(2)thereofand the provisions ofRegulation D(“Regulation D”) or Regulation S, eachaspromulgated bytheUnited States Securities and Exchange Commission (the “SEC”)under the Securities Act,based,inpart, upon the representations, warranties and agreements of the Purchaser contained inthis Agreement;

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(b)           PriortotheexecutionofthisAgreement, thePurchaserandthe Purchaser'sattorney,accountant,purchaserrepresentativeand/ortax adviser,ifany(collectively, the“Advisers”),havereceived the PPM andall otherdocumentsrequested by the Purchaser, have carefullyreviewedthemandunderstand theinformation containedtherein;

(c)           NeithertheSECnoranystatesecurities commission orotherregulatoryauthorityhasapprovedtheUnits,theCommonStock,the Warrants or the Warrant Shares, or passed upon or endorsed the merits of theoffering of Units or confirmedtheaccuracy or determined the adequacy of the PPM. The PPM has not been reviewed by any federal, state or other regulatory authority;

(d)           Alldocuments,records,andbookspertainingtotheinvestment intheUnits (including,withoutlimitation,thePPM)havebeenmadeavailablefor inspectionby such Purchaser and its Advisers, ifany;

(e)           ThePurchaseranditsAdvisers,ifany,havehadareasonableopportunitytoask questionsofandreceiveanswersfroma personorpersonsacting onbehalf oftheCompany concerning theoffering of theUnits andthebusiness, financial condition andresults of operations ofthe Company,and all suchquestionshave been answeredto the full satisfaction of the Purchaser and its Advisers, ifany;

(f)           InevaluatingthesuitabilityofaninvestmentintheCompany,thePurchaserhas notrelieduponanyrepresentationorinformation(oralorwritten)otherthanasstatedin the PPM and such Purchaser is not relying on any oral orwritten representations that arein any way inconsistent with the information contained inthe PPM;

(g)           Unless otherwise agreed by the Purchaser and the Company, thePurchaserisunawareof,isinnowayrelyingon,anddidnotbecomeaware oftheOfferingoftheUnitsthroughorasaresultof,anyformofgeneralsolicitation orgeneral advertisingincluding,withoutlimitation,anyarticle,notice,advertisement orother communication publishedinanynewspaper,magazineorsimilarmediaorbroadcastover television, radioortheInternet(including, withoutlimitation, internet“blogs,”bulletinboards, discussion groupsandsocialnetworking sites)inconnection withtheOfferingandsaleofthe Units andisnotsubscribing fortheUnits anddidnotbecome aware oftheOfferingoftheUnits through orasaresultofanyseminar ormeetingtowhichthePurchaser wasinvitedby,orany solicitation ofasubscription by,apersonnotpreviously knowntothePurchaserinconnection with investments insecurities generally;

(h)           ThePurchaserhastakennoactionthatwouldgiverisetoanyclaimbyanyperson forbrokeragecommissions,finders'feesorthelikerelatingtothisAgreementor the transactionscontemplatedhereby (other than commissions to be paid by the Company to any placement agent or as otherwisedescribedinthePPM);

(i)           ThePurchaser, togetherwithitsAdvisers,ifany,hassuchknowledge and experienceinfinancial,tax,andbusinessmatters, and,inparticular,investmentsinsecurities,so astoenableittoutilizetheinformationmadeavailabletoitinconnection withtheOfferingto evaluatethemerits and risks of an investment in the Units and the Company and tomake an informed investment decision withrespect thereto;

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(j)           ThePurchaser isnotrelyingontheCompany, orthePlacementAgentor anyoftheirrespectiveemployees oragentswithrespecttothelegal,tax,economicandrelated considerationsofaninvestmentintheUnits,andthePurchaser hasrelied ontheadviceof,orhas consulted with,only itsown Advisers;

(k)           ThePurchaser isacquiringtheUnitssolelyforsuchPurchaser'sownaccountfor investmentpurposesonlyandnotwithaviewto orintentofresale ordistributionthereof, in wholeorinpart. The Purchaserhasnoagreement orarrangement, formal orinformal,with any person to sellor transferall or anypartoftheUnits,thesharesof Common Stock,theWarrants ortheWarrantShares,andthe Purchaser has no planstoenter intoanysuch agreement or arrangement;

(l)           ThePurchasermustbearthesubstantialeconomicrisksoftheinvestmentinthe Units indefinitelybecausenone ofthe securities includedinthe Unitsmay besold, hypothecated orotherwisedisposedofunlesssubsequently registeredunder theSecuritiesActandapplicable statesecurities lawsor an exemption from such registration is available. Legendsshallbe placed onthesecurities included inthe Unitstothe effectthattheyhavenot beenregisteredunderthe SecuritiesActor applicablestatesecuritieslaws andappropriatenotationsthereofwillbemade in the Company's stock books.Appropriate notations will bemade in the Company's stock bookstothe effectthatthe securities included inthe Unitshavenotbeenregistered underthe SecuritiesAct or applicablestatesecuritieslaws. Stop transferinstructionswillbeplacedwith thetransferagentoftheCommon Stock and the Warrants.TheCompanyhasagreedthatpurchasers oftheUnitswillhave, withrespecttotheWarrantShares only,theregistration rights describedintheRegistrationRightsAgreement. Notwithstandingsuch registrationrights,there can benoassurance thatthere willbeanymarketforresaleofthe Units,the Common Stock,the Warrantsor theWarrantShares, nor cantherebe anyassurancethatsuch securitieswillbefreely transferable atanytime intheforeseeable future;

(m)           ThePurchaserhas adequatemeansofprovidingfor such Purchaser's current financialneedsandforeseeablecontingenciesandhasnoneedforliquidityofitsinvestmentin theUnitsfor anindefinite period of time;

(n)           ThePurchaserisawarethataninvestment intheUnitsishighrisk,involvinga numberofverysignificantrisksandhascarefullyreadandconsideredthematters setforthunder thecaption“RiskFactors”inthePPM;

(o)           ThePurchasermeetstherequirementsofatleastoneofthesuitabilitystandards foran“accredited investor”asthatterm isdefined inRegulation Dandasset forth onthe Certificate of a Purchaser As to its Accredited Investor or Non US Person Status, attached hereto as Exhibit D, as defined by Regulation S as described in documentation provided by the Purchaser to the Company. The Purchaser understands that the information and representations and warranties provided by Purchaser in this Agreement is intended to enable the Company, to discharge its responsibilities under an exemption from registration under the Act, and with respect to any placement agent, their obligations under applicable FINRA rules, and thus the Company, and the placement agent and their respective advisors will rely upon the information contained herein;

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(p)           ThePurchaser(i)ifanaturalperson,representsthat thePurchaserhasreachedthe ageof21andhasfullpowerandauthoritytoexecuteanddeliverthisAgreement and allother relatedagreements orcertificates andtocarryouttheprovisionshereof andthereof; (ii) if a corporation,partnership, or limitedliabilitycompanyor partnership, or association, joint stock company, trust, unincorporated organization or other entity,representsthatsuchentity was not formedfor the specificpurpose of acquiringthe Units,such entity is duly organized, validly existing andin good standing underthelaws ofthestateof its organization, theconsummation of the transactionscontemplated hereby is authorizedby, and will not result in a violation of state law orits charter orother organizational documents,suchentityhasfull powerand authority to executeand deliverthis Agreement and allother relatedagreements or certificates and to carry out the provisions hereofand thereofand to purchaseand hold the securities constituting the Units, the executionand deliveryof this Agreementhas been duly authorized by all necessary action, this Agreement has been dulyexecuted and deliveredon behalfof such entityand is a legal,valid and bindingobligation of such entity;or (iii)ifexecutingthisAgreement inarepresentative orfiduciarycapacity,represents that it hasfull powerand authorityto executeand deliver this Agreementin such capacityandon behalfof thesubscribingindividual,ward, partnership,trust, estate, corporation, or limited liabilitycompanyor partnership, or other entityfor whom the Purchaseris executing thisAgreement,andsuchindividual,partnership,ward, trust, estate,corporation, or limitedliabilitycompanyor partnership, or other entityhasfull rightand power to perform pursuant to thisAgreement andmakean investment in theCompany, andrepresents that this Agreementconstitutes a legal, valid and bindingobligationof such entity. Theexecutionanddelivery of thisAgreementwillnotviolateorbe inconflictwith any order, judgment,injunction,agreementor controlling documentto which the Purchaseris a partyor by whichitis bound;

(q)           ThePurchaserandtheAdvisers,ifany,havehadtheopportunity toobtainany additional information,totheextenttheCompanyhassuchinformationinits possessionorcouldacquire itwithout unreasonable effort orexpense, necessary to verify the accuracyof theinformationcontainedin the PPM andalldocumentsreceivedor reviewed in connection withthe purchase of the Unitsand havehadthe opportunity to have representatives oftheCompany provide them withsuchadditional information regarding the terms and conditions of this particular investment and the financial condition, resultsofoperations, businessoftheCompanydeemed relevant bythePurchaser ortheAdvisers,ifany,andallsuchrequestedinformation, totheextenttheCompanyhadsuch information in its possessionorcould acquire itwithout unreasonable effortorexpense, hasbeen provided tothe full satisfaction of the Purchaser and the Advisers, ifany;

(r)           AnyinformationwhichthePurchaserhasheretoforefurnishedorisfurnishing herewithtotheCompanyorthePlacementAgentiscompleteandaccurateandmay berelieduponbytheCompany, and thePlacement Agentindetermining the availability of an exemption fromregistration under federal andstatesecuritieslaws in connection with the offering of securities asdescribed in the PPM and for use in any filing of a registration statement (and each amendment thereto) with the SEC or any other reporting obligations of the Company under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act) and each other applicable law, including any state or non-US securities laws. The Purchaser further representsandwarrants thatitwillnotifyandsupply correctiveinformation to the Companyand the PlacementAgentimmediately upon the occurrence ofany change therein occurring prior tothe Company's issuanceof the securities contained intheUnits;

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(s)           ThePurchaserhassignificantpriorinvestmentexperience,includinginvestment innon-listedandnon-registeredsecurities.ThePurchaserisknowledgeableaboutinvestment considerationsincompanies with limited operatinghistories.The Purchaser has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The Purchaser's overall commitment to investmentswhich are not readilymarketable is not excessive in viewof the Purchaser’s net worth and financial circumstances and the purchase of the Unitswill not cause such commitment tobecome excessive. The Purchaser has determined that the investment in the Units isa suitable one for the Purchaser;

(t)           ThePurchaserissatisfiedthatthePurchaserhasreceivedadequateinformation withrespecttoallmatterswhich itor the Advisers, ifany,considermaterial toits decisiontomake this investment;

(u)           ThePurchaseracknowledgesthatanyestimatesorforward-lookingstatementsor projectionsincludedinthePPM werepreparedby the Companyingoodfaithbutthatthe attainmentofanysuchprojections, estimates orforward-looking statementscannot be guaranteed by theCompany andshould notberelied upon;

(v)           Withinfive(5)daysafterreceiptofa requestfromtheCompany,thePurchaserwillprovidesuchinformationanddeliversuchdocuments asmay reasonably be necessaryto comply withany and all laws and ordinances to which the Company issubject;

(w)           THESECURITIES OFFEREDHEREBYHAVENOTBEENREGISTERED UNDERTHESECURITIES ACTOF1933,ASAMENDED,ORANYSTATESECURITIES LAWSANDAREBEING OFFEREDANDSOLDINRELIANCEONEXEMPTIONSFROM THE REGISTRATIONREQUIREMENTSOFSAIDACTANDSUCHLAWS.THE SECURITIESARESUBJECTTORESTRICTIONSONTRANSFERABILITYANDRESALE ANDMAYNOTBE TRANSFERREDORRESOLD EXCEPTASPERMITTED UNDER SAIDACT ANDSUCHLAWS PURSUANTTOREGISTRATION OREXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVEDBYTHESECURITIES ANDEXCHANGECOMMISSION,ANYSTATE SECURITIES COMMISSIONORANYOTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOINGAUTHORITIES PASSED UPON OR ENDORSEDTHE MERITS OFTHISOFFERINGORTHE ACCURACYORADEQUACYOFTHE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANYREPRESENTATIONTO THE CONTRARY IS UNLAWFUL;

(x)           (ForERISA plans only).The fiduciaryof the ERISAplan(the “Plan”) representsthatsuchfiduciaryhasbeeninformedofandunderstands theCompany’sinvestment objectives, policiesandstrategies,andthatthedecisiontoinvest “planassets”(as such termis definedinERISA)intheCompanyisconsistent withtheprovisions ofERISAthatrequire diversificationof plan assets and impose other fiduciary responsibilities. The Purchaser fiduciaryor Plan(a)isresponsiblefor thedecisiontoinvestintheCompany;(b) isindependent oftheCompany oranyofitsaffiliates; (c)isqualified tomakesuchinvestment decision; and(d) inmakingsuch decision,the Purchaserfiduciaryor Plan has not reliedprimarilyon any advice or recommendation oftheCompany or anyofitsaffiliates.

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6.           Anti-Money Laundering Representations and Warranties

(a)           ThePurchaser shouldchecktheOfficeofForeignAssetsControl(“OFAC”)websiteat<http://www.treas.gov/ofac>beforemakingthefollowingrepresentations.

(b)           The PurchaserrepresentsthattheamountsinvestedbyitintheCompanyintheOfferingwerenotand arenotdirectlyorindirectlyderivedfromactivitiesthatcontravenefederal,stateorinternational lawsandregulations, includinganti-money launderinglawsandregulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things,the engagementin transactions with, andthe provisionofservices to, certain foreign countries,territories, entities and individuals. The lists of OFAC prohibited countries, territories, personsand entities canbe found on the OFAC website at <http://www.treas.gov/ofac>. In addition, the programs administeredby OFAC (the“OFAC Programs”) prohibit dealing with individuals^[1]or entitiesin certain countriesregardlessof whethersuch individualsorentitiesappearon theOFAC lists.

(c)           TothebestofthePurchaser’sknowledge,noneof:(1)thePurchaser;(2)any personcontrollingorcontrolledbythePurchaser;(3)ifthePurchaserisaprivately-held entity, anypersonhavingabeneficial interest in thePurchaser;or (4)any personforwhom the Purchaser isacting as agentor nominee inconnection withthis investment isa country, territory, individualorentity named onanOFAClist, orapersonorentity prohibited under the OFAC Programs.The Purchaser acknowledges that the Companymay not acceptany amounts from a prospective investor ifsuch prospectiveinvestor cannot maketherepresentation setforthinthepreceding paragraph. ThePurchaser agreesto promptlynotifythe Companyandthe Placement Agent should thePurchaserbecome awareofanychange intheinformation setforth inthese representations. The Purchaser understandsand acknowledges that, by law, the Company may beobligated to“freeze theaccount” of thePurchaser,eitherby prohibiting additional subscriptionsfromthe Purchaser, declining any redemption requests and/or segregating the assets intheaccount incompliancewithgovernmental regulations, andthePlacementAgent may also berequired toreport such action and todisclose the Purchaser’s identity toOFAC.The Purchaser further acknowledges thattheCompanymay,bywritten notice tothePurchaser, suspendthe redemptionrights, ifany, ofthe Purchaserifthe Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company and the Placement Agent or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers andotherparties subject to OFAC sanctions and embargo programs;

(d)           TothebestofthePurchaser’sknowledge,noneof:(1)thePurchaser;(2)any personcontrollingorcontrolledbythePurchaser;(3)ifthePurchaserisaprivately-held entity, anypersonhavingabeneficial interest in thePurchaser;or (4)any personforwhom the Purchaser isacting as agent or nominee inconnection with thisinvestmentisasenior foreign politicalfigure,^[2]orany immediate family^[3]member orclose associate^[4]ofasenior foreign political figure, as such terms are defined in the footnotes below; and

¹ These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

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(e)           IfthePurchaserisaffiliatedwithanon-U.S.bankinginstitution(a“Foreign Bank”),orifthePurchaserreceivesdepositsfrom,makespaymentsonbehalf of,orhandles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which theForeign Bank is authorized to conduct banking activities; (2) the Foreign Bankmaintains operating recordsrelated toits banking activities; (3) the Foreign Bank is subject to inspectionby the banking authoritythat licensed theForeign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

7.           Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:

(a)           The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of its formation and has the corporate power to conduct the business which it conducts and proposes to conduct.

(b)           The execution, delivery and performance of this Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units has been duly taken and approved.

(c)           The Units, Common Stock and Warrants to be issued and sold to the Purchaser as provided hereunder (and the Warrant Shares to be issued upon the exercise of the Warrants) have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the PPM. There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Common Stock issuable upon exercise of the Warrants pursuant to the Company's certificate of incorporation or bylaws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants.

²A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government- owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

³“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

⁴A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

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(d)           The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith.

(e)           The information provided in the PPM, considered in the aggregate, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(f)           The Company shall provide for the transfer, upon request of the Purchaser, or removal of any legends upon the Securities, all as may be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company’s transfer agents, at no cost to the Purchaser. The Company shall make generally available such information as may be necessary under SEC Rule 144 to allow for the resale of Securities by the Purchaser for at least three (3) years after the final Closing of the Offering.

(g)           Prior to the Initial Closing, the Purchaser has received a copy (or the Company has made available) the reports and documents that have been filed by the Company with the SEC.

8.           Regulatory History of the Placement Agent.The Purchaser agrees to maintain in confidence any non-public information disclosed to the Purchaser in connection with the purchase of the Units. The Purchaser represents that, as required by the new disclosure requirements under SEC Regulation D, Rule 506 (e), it has been called to the Purchaser’s attention that the officers of the placement agent specified in the PPM has, in the past, been temporarily suspended from membership in the Financial Industry Regulatory Authority (FINRA). Additional information regarding such placement agent can be obtained from www. brokercheck.finra.org.  

9.           Indemnification.ThePurchaseragreestoindemnifyandholdharmlesstheCompany, theplacement agent,andtheirrespectiveofficers, directors, employees, agents, control persons and affiliatesfrom and againstall losses,liabilities,claims,damages, costs,fees andexpenses whatsoever (including, but not limitedto, anyandall expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based uponorarisingoutofanyactualorallegedfalseacknowledgment, representation or warranty, ormisrepresentation oromission tostateamaterial fact,orbreach bythePurchaser ofanycovenant oragreementmade bythe Purchaserherein or in any other documentdeliveredin connection with thisAgreement.

10.           Irrevocability;BindingEffect. ThePurchaserhereby acknowledgesand agreesthatthe subscriptionhereunderisirrevocablebythePurchaser,exceptasrequiredbyapplicablelaw,and thatthisAgreementshall survivethedeath or disability of thePurchaser andshall be bindingupon andinureto the benefitof the partiesandtheirheirs,executors, administrators, successors, legalrepresentatives,and permitted assigns. If the Purchaser is more than one person, theobligationsof thePurchaser hereundershall be jointandseveralandtheagreements, representations,warranties,and acknowledgmentshereinshall be deemedto be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legalrepresentatives, andpermittedassigns.

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11.           Modification.ThisAgreementshallnotbemodifiedorwaivedexceptby aninstrumentinwritingsignedbythepartyagainstwhomanysuchmodification orwaiveris sought.

12.           Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the address set forth above, or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 11). Anynoticeorother communicationgivenby certifiedmailshallbedeemedgivenatthetimeofcertification thereof,exceptforanotice changinga party'saddresswhichshall bedeemed given atthetime of receipt thereof.

13.           Assignment.ThisAgreement andtherights,interestsandobligations hereunderarenottransferableorassignablebythePurchaserandthetransferorassignmentof thesharesofCommon Stock ortheWarrants shall bemade only in accordance with all applicable laws.

14.           ApplicableLaw.ThisAgreementshallbegovernedbyandconstruedin accordance withthelawsoftheStateofNewYorkapplicableto contracts tobe wholly- performed within said State.

15.           Arbitration.Thepartiesagreetosubmitallcontroversiestoarbitrationinaccordance withtheprovisionssetforthbelow andunderstand that:

(a)           Arbitrationisfinalandbindingon theparties.

(b)           The partiesarewaivingtheir rightto seekremediesincourt,includingthe rightto a jurytrial.

(c)           Pre-arbitration discoveryisgenerallymorelimitedanddifferentfromcourt proceedings.

(d)           Thearbitrator'sawardisnotrequiredtoincludefactualfindingsorlegalreasoning andanyparty'srighttoappealor toseekmodificationof rulingsby arbitratorsisstrictlylimited.

(e)           Thepanelofarbitratorswilltypicallyincludeaminorityofarbitratorswhowere or areaffiliatedwiththesecuritiesindustry.

(f)           All controversies whichmay arise between theparties concerningthis Agreementshallbedeterminedbyarbitrationpursuanttotherulesthenpertaining totheFinancialIndustryRegulatoryAuthority, Inc.(“FINRA”) inNewYork City,New York. Judgment onany award ofany sucharbitrationmay beentered inthe Supreme Courtofthe State of New York or in any other court having jurisdictionof the person or persons against whom suchawardisrendered.Anynoticeofsucharbitrationorfortheconfirmation ofanyawardin anyarbitrationshallbesufficientifgiveninaccordance withtheprovisionsof thisAgreement. The partiesagreethat the determination ofthe arbitratorsshallbebindingand conclusiveupon them. No punitive damages shall be awarded by any arbitration panel.

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16.           BlueSkyQualification.ThepurchaseofUnitsunderthisAgreementis expresslyconditionedupontheexemptionfromqualificationoftheofferandsaleoftheUnitsfrom applicablefederal and state securities laws.The Company shall not be required to qualify this transaction under the securities laws ofany jurisdictionand, should qualification be necessary,the Company shall be releasedfrom any and all obligations tomaintain its offer, andmay rescind any sale contracted, inthe jurisdiction.

17.           UseofPronouns.Allpronounsandanyvariationsthereofusedhereinshallbedeemed torefertothemasculine, feminine, neuter, singular or plural as theidentity of theperson or persons referred to may require.

18.           Confidentiality.ThePurchaseracknowledgesandagreesthatanyinformationordata thePurchaserhasacquiredfromorabouttheCompany,nototherwiseproperlyin thepublic domain, wasreceived inconfidence. The Purchaser agrees notto divulge, communicate ordisclose,exceptasmayberequired by lawor for theperformance of this Agreement, orusetothe detriment ofthe Company orforthebenefit ofanyother personorpersons,ormisuseinany way,any confidential information ofthe Company,including any scientific, technical, trade orbusiness secrets ofthe Company and any scientific, technical, trade orbusinessmaterials that are treated bythe Company asconfidential orproprietary, including, butnotlimited to, ideas, discoveries, inventions, developments and improvements belonging to the Company and confidential information obtained byorgiven to the Companyabout or belonging tothird parties.

19.           Miscellaneous.

(a)           ThisAgreement,togetherwiththeRegistrationRightsAgreement, constitutetheentireagreement betweenthePurchaserandtheCompanywithrespecttothe subjectmatterhereofandsupersedeall prior oral or writtenagreements andunderstandings, if any,relatingtothesubjectmatter hereof.Thetermsandprovisions of thisAgreementmay be waived, or consent for the departure therefrom granted,only by a written document executed by the party entitled tothe benefits of such terms or provisions.

(b)           TherepresentationsandwarrantiesoftheCompanyandthePurchasermadein thisAgreementshallsurvivetheexecution anddeliveryhereofanddeliveryof the shares of Common Stock andWarrants contained inthe Units.

(c)           Eachofthepartiesheretoshallpayitsownfeesandexpenses(includingthefees ofanyattorneys,accountants,appraisersorothers engagedbysuchparty) inconnectionwith this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated. The Company shall provide, at its cost and expense, any and all opinions of counsel to the Company’s transfer agent, with respect to any sale or transfer of shares of Common Stock, Warrants or Warrant Shares by a Purchaser.

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(d)           ThisAgreementmaybeexecutedinoneormorecounterpartseach ofwhich shallbedeemedanoriginal,butallofwhich shalltogetherconstituteoneandthesame instrument.

(e)           EachprovisionofthisAgreementshallbeconsideredseparableand, ifforanyreasonanyprovisionorprovisionshereofaredeterminedtobeinvalid orcontrary to applicablelaw, such invalidity or illegality shallnot impair theoperationof or affect the remaining portions of thisAgreement.

(f)           Paragraphtitlesarefordescriptivepurposesonlyandshallnotcontrol oralterthemeaningofthisAgreementas set forthinthetext.

(g)           ThePurchaserunderstands andacknowledgesthattheremaybemultipleclosings for thisOffering.

[REMAINDER OFPAGEINTENTIONALLY LEFTBLANK]

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Instructions

Tosubscribe forUnits inthe privateofferingby LEGACY EDUCATION ALLIANCE, INC.:

1.           DateandFillinthenumberofUnitsbeingpurchasedandCompleteandSigntheattached

(a)           SignaturePagetothis SubscriptionAgreementand

(b)           The Signature Page to theRegistration RightsAgreement.

2.           CompleteandSigntheCertificate of Accredited Investor or Non US Person Status.

3.           E-mailthese documents to the Company at

James E. May (jamesmay@legacyeducationalliance.com)

or send by Federal Express to:

1612 Cape Coral Parkway East

Cape Coral, FL 33904
Attention: James E. May

4.           Please make your subscription payment payable to the order of “Legacy Education Alliance, Inc.”

5.           Forwiringfunds directlyto the Company, see the following instructions:

Beneficiary Bank:	The Biltmore Bank of Arizona
	5055 N 32nd Street
	Phoenix, AZ 85018
Beneficiary Customer:	Rich Dad Education
Beneficiary Customer Number:	9525668
Routing / ABA #:	122106002

[PURCHASER SIGNATURE PAGES TO SUBSCRIPTION AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: _________________________________________________________

Signature of Authorized Signatory of Purchaser: __________________________________

Name of Authorized Signatory: ________________________________________________

Title of Authorized Signatory: _________________________________________________

Email Address of Authorized Signatory: _________________________________________

Facsimile Number of Authorized Signatory: ______________________________________

Address for Notice to Purchaser:           _______________________________________________

__________________________________________________________________________

__________________________________________________________________________

Address for Delivery of Units to Purchaser (if not same as address for notice):

Subscription Amount: $_________________(U.S.)

Number of Units: _________________

Bank or Brokerage Account Information:

[Each Purchaser shall also deliver the applicable tax forms such as the Form W-9 and a certificate that they are an accredited investor]

Accepted by the Company for ___________ Units:

LEGACY EDUCATION ALLIANCE, INC. Date: _______________

By:

Name: 

Title:

Exhibit A
Form of the Warrant
[Attached Hereto]

Exhibit B
Wire Transfer Instructions
[Attached Hereto]

Exhibit C
Registration Rights Agreement
[Attached Hereto]

Exhibit D
Certificate of Purchaser
[Attached Hereto]