Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2024, Legacy Education Antioch, LLC, a wholly-owned subsidiary of Legacy LLC (as defined herein) (the "Buyer") entered into an asset purchase agreement (the "APA") with Legacy Education Inc. (the "Company"), Legacy Education, LLC, a wholly-owned subsidiary of the Company ("Legacy LLC" and together with the Company and the Buyer, the "Buyer Parties"), Contra Costa Medical Career College, Inc. ("CCMCC"), Contra Costa Medical Career College Online, Inc. ("CCMCC Online" and together with CCMCC, "Sellers") and, solely with respect to certain portions of the APA, Stacey Orozco and Bulmaro Orozco, the sole owners CCMCC and CCMCC Online (collectively, the "Owners").

Pursuant to the APA, Buyer shall acquire from the Sellers substantially all of the assets comprising of the postsecondary institution known as Contra Costa Career Medical College located in Antioch, California upon the terms and conditions set forth in the APA for a purchase price of $8,000,000, subject to adjustment as set forth in the APA (the "Purchase Price"). The Purchase Price shall be payable as follows: (i) $6,600,000 shall be payable upon the closing (the "Closing") of the transactions contemplated by the APA (the "Transaction"), subject to adjustment as set forth in the APA; (ii) the Buyer shall deliver to the Sellers a promissory note (the "Note") in the principal amount of $400,000 which Note shall be guaranteed by the Company and Legacy LLC, accrue interest at a rate of 6% per annum and shall be payable in 12 equal monthly installments beginning on the one-month anniversary of the closing date of the Transaction and shall be subject to offsets by the Buyer for any Purchase Price Adjustment Payment (as defined in the APA) owed by Sellers pursuant to the APA and for any indemnification claims made by Buyer pursuant to the APA that are not fully resolved prior to the due date of any one or more of the payments due under such Note; and (iii) the issuance, for the benefit of the Sellers, to CCMCC of such number of shares of the Company's common stock (the "Legacy Shares") equal to $1,000,000, which number of shares shall be determined based upon the value of the Company's common stock as of the close of business on the business day immediately preceding the closing date of the Transaction. The Legacy Shares shall be held in escrow for a period of one year following the Closing and shall be subject to any indemnification claims made by the Buyer pursuant to the APA that are not fully resolved and satisfied prior to the end of such one-year period either by payments made by Sellers or by offsets made by Buyer against any one or more of the payments due under the Note.

Pursuant to the APA, the Sellers shall enter into a consulting agreement with the Buyer pursuant to which the Sellers will, for a period of 180 days following the Closing, make available to Buyer, upon its request, the services of the Owners, to provide transitional consulting assistance to Buyer. In addition, pursuant to the APA, the Owners have agreed to assist the Buyer in negotiating an agreement with Contra Costa Clinic pursuant to which Contra Costa Clinic shall continue providing its services to the college following the Closing, on terms reasonably satisfactory to the Buyer. The Buyer shall also enter into a lease agreement with Evergreen Properties SBLD, LLC, the owner of the college campus property.

The foregoing description of the APA and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the APAwhich is filed as Exhibit 2.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference.

The APA has been included with this Report to provide investors and security holders with information regarding the terms of the Transaction. It is not intended to provide any other factual information about the Buyer Parties, the Sellers or the Owners. The representations, warranties, covenants and agreements contained in the APA, which are made only for purposes of the APA and as of specific dates, are solely for the benefit of the parties to the APA, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the appliable agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company investors and security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Buyer Parties, the Sellers or the Owners. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the APA, which subsequent information may or may not be fully reflected in the Company's public disclosures.