Legacy Education, Inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 2024 • Legacy Education Inc. • Services-educational services • New York
Legacy Education, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom Northland Securities, Inc., is acting as the representative (the “Representative”), an aggregate of [●] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LEGACY EDUCATION INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (Amended and Restated 2021 Equity Incentive Plan)Stock Option Agreement • September 26th, 2024 • Legacy Education Inc. • Services-educational services • Nevada
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Legacy Education Inc., a Nevada corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2024 • Legacy Education Inc. • Services-educational services • California
This Employment Agreement (this “Agreement”), entered into as of September __, 2023, and effective as of July 1, 2023 (the “Effective Date”), is by and among Legacy Education, Inc., a Nevada corporation (the “Company”), and LeeAnn Rohmann (“Executive”).
LEGACY EDUCATION INC. STOCK UNIT AWARD GRANT NOTICE (Amended and Restated 2021 Equity Incentive Plan)Stock Unit Award Agreement • September 26th, 2024 • Legacy Education Inc. • Services-educational services • Nevada
THIS STOCK UNIT AWARD AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Legacy Education Inc., a Nevada corporation (the “Company”) and the individual (the “Grantee”) set forth on the Grant Notice.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2024 • Legacy Education Inc. • Services-educational services • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [ ], 2021, between Legacy Education, Inc., a Nevada corporation (the “Company”), and the shareholders and other security holders of the Company that are a party to this Agreement (each a “Shareholder” and collectively, the “Shareholders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 25th, 2024 • Legacy Education Inc. • Services-educational services • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2024, (“Effective Date”) by and among Legacy Education Antioch, LLC, a California limited liability company (“Buyer” or “Legacy”), and Buyer’s parent entities, Legacy Education, LLC, a California limited liability company (“Buyer Parent-1”), and Legacy Education, Inc., a Nevada corporation (“Buyer Parent-2” and, together with Buyer Parent-1, the “Buyer Parents”), the Buyer Parents joining herein only for the purpose of guaranteeing the performance by Buyer of its obligations hereunder as set forth in Section 8.14 (Buyer and the Buyer Parents collectively being referred to herein as the “Buyer Parties” or the “Legacy Parties”), and Contra Costa Medical Career College, Inc., a California corporation (“CCMCC”), Contra Costa Medical Career College Online, Inc., a California corporation and an Affiliate of CCMCC (“CCMCC Online” and together with CCMCC, “Sellers”) and, solely with respect to Sections
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • August 16th, 2024 • Legacy Education Inc. • Services-educational services • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of September 1, 2021, by and among Legacy Education Inc., a Nevada corporation (“Parent”), Legacy Education Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and Legacy Education, L.L.C., a California limited liability company (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 18th, 2024 • Legacy Education Inc. • Services-educational services • New York
This STOCK ESCROW AGREEMENT, dated as of December 18, 2024 (together with Schedule A hereto, this “Agreement”), is between Legacy Education Antioch, LLC, a California limited liability company (“Buyer”), Contra Costa Medical Career College, Inc., a California corporation (“Seller”), and Equiniti Trust Company, LLC, a New York limited liability trust company, with principal offices located at 48 Wall Street, 22nd Floor, New York, New York 10005 (“Escrow Agent”).
LEGACY EDUCATION, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 26th, 2024 • Legacy Education Inc. • Services-educational services • California
The Company granted an Option to purchase shares of Common Stock to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, and in the attached Nonstatutory Stock Option Agreement. This cover sheet is incorporated into and a part of the attached Nonstatutory Stock Option Agreement (together, the “Agreement”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 16th, 2024 • Legacy Education Inc. • Services-educational services • Nevada
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of June ___, 2021, by and among Legacy Education Inc., a Nevada corporation (the “Company”), and the stockholders and other security holders of the Company that are party to this Agreement (collectively, the “Shareholders”) pursuant to the execution of a Joinder Agreement in form satisfactory to the Company (the “Joinder Agreement”).
