0001140361-09-006928 Sample Contracts

LINCOLN EDUCATIONAL SERVICES CORPORATION LETTERHEAD] January 14, 2009
Employment Agreement • March 13th, 2009 • Lincoln Educational Services Corp • Services-educational services

Reference is made to the Employment Agreement dated as of February 1, 2007 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

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LINCOLN EDUCATIONAL SERVICES CORPORATION LETTERHEAD] January 14, 2009
Employment Agreement • March 13th, 2009 • Lincoln Educational Services Corp • Services-educational services

Reference is made to the Employment Agreement dated as of February 1, 2007 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

LINCOLN EDUCATIONAL SERVICES CORPORATION LETTERHEAD] January 14, 2009
Employment Agreement • March 13th, 2009 • Lincoln Educational Services Corp • Services-educational services

Reference is made to the Employment Agreement dated as of February 1, 2007 (the “Employment Agreement”), between Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”) and you. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement. It is our mutual intention to amend the Employment Agreement as set forth below, and accordingly, the parties hereto agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 13th, 2009 • Lincoln Educational Services Corp • Services-educational services • New York

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 20, 2009, among LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Parent”), NN ACQUISITION, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent (the “Purchaser”), BRAD BARAN (“Baran”), BARBARA BARAN, UGP EDUCATION PARTNERS, LLC, a Delaware limited liability company (“UGP”), MERION INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Merion”) and UGPE PARTNERS, INC., a Delaware corporation (“UGPE”; each of Baran, Barbara Baran, UGP, Merion and UGPE, a “Seller” and collectively, the “Sellers”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 13th, 2009 • Lincoln Educational Services Corp • Services-educational services • New York
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