| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LEAI | 10% Convertible Debenture due February 15, 2024 | Purchase | +1 | 1 | Feb 3, 2023 | Common Stock and Warrants | $0.05 | see footnote | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | The Debenture is held by ABCImpact I, LLC, a Delaware limited liability company ("ABCImpact"), as lender, and may be converted into shares of Issuer common stock, par value $0.0001 per share, at a conversion price per share of $0.05, plus an equal number of common stock purchase warrants which may be exercisable at a price of $0.05 per share. ABCImpact has the right to loan up to an aggregate sum of $5,000,000 to the Issuer, which would be subject to the same conversion features. |
| F2 | On the transaction date, February 3, 2023, ABCImpact loaned $50,000 to the Issuer under the Debenture and accordingly, may be converted into 1,000,000 shares of common stock and 1,000,000 common stock purchase warrants (excluding accrued interest). |
| F3 | The Debenture is subject to a beneficial ownership limitation of 4.99%, or 9.99% in ABCImpact's discretion. The Debenture is one of a series of debentures with substantially similar terms (other than issue date and maturity date) as between the Issuer and ABCImpact and that may continue to be entered into in the future. |
| F4 | The Reporting Person, a director and the Chief Executive Officer of the Issuer, has an indirect beneficial ownership in the Debenture (and accordingly the underlying common stock and common stock purchase warrants) through the Reporting Person's spouse, Kimberly Kostiner who is the Trustee of The Kostiner Family Trust ("Trust"), which Trust holds a 33.33% non-voting membership interest in ABCImpact. Neither the Reporting Person nor the Reporting Person's spouse has any voting or dispositive control over the Debenture or the underlying securities, or has any managerial control over ABCImpact. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |