Exhibit 10.1
| Brian Page |
July 11, 2023 |
| Founder, BNB Formula |
Dear Brian,
I am writing this letter to confirm the receipt of a wire for $550,000 to ABJ Impact LLC, and to outline the terms, which we expect to be memorialized in a definitive agreement shortly.
| ● | The $550k wired by Brian will be used to fund the purchase of 9.5M newly-issued restricted shares of LEAI that will be immediately issued in Brian’s or his designee’s name. LEAI will promptly file a registration statement to register all of such shares for resale. |
| ● | Brian agrees to assist with the capital raise of an additional $2M. |
| ● | The shares cannot be sold until January 2024. Leak-out provisions will be included to protect the company’s value creation, limiting the release of shares to 25% of the previous monthly volume (for example: if 4M shares trade in Dec 23, Brian can sell 1M shares in Jan 24). Beyond an initial allocation of 2.375M shares, the leak-out shares will be pro rata based on completion of the $2M investor raise. E.g. after $1M has been raised, up to 2,375,000 plus 3,562,500 (which is half of the remaining 7.125M) may be sold. |
| ● | The investors introduced by Brian will invest in the LEAI Bridge to Nasdaq Round unless an alternative investment structure is mutually agreed. |
| ○ | Info on the LEAI Bridge to Nasdaq Round is available at: Story – Legacy Education (legacyliveinc.com) | |
| ○ | Gabe Stalcup’s video at the bottom explains the mechanics of the Bridge to Nasdaq Round investment offering. |
| ● | Brian Page will work closely with Legacy Education to facilitate introductions to investors. |
| ● | The 9.5M shares will be fully free to be sold without regard to investment by 15 Dec 2025, subject to applicable securities laws. |
We are looking forward to achieving great success together! Sincerely,
Barry Kostiner
CEO, Legacy Education Alliance, Inc.
Acknowledged and agreed to:
