0001213900-15-004548 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________ ___, 20__ by and among LEGACY EDUCATION ALLIANCE, INC. (the “Company”) and the parties listed on Schedule I hereto (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (as defined below).

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Supplement to Subscription Agreement
Subscription Agreement • June 17th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • New York

This supplement to the Subscription Agreement (the “Supplement”) is made and entered into by and between Legacy Education Alliance, Inc. (the “Company”), and the investor named below (the “Investor”). The capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Offering Documents (as defined hereinafter). By execution of this Supplement, the Investor agrees as follows:

SUBSCRIPTION AGREEMENT LEGACY EDUCATION ALLIANCE INC. Units of Common Stock and Warrants SUBSCRIPTION AGREEMENT
Subscription Agreement • June 17th, 2015 • Legacy Education Alliance, Inc. • Services-educational services • New York

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”).

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