Stock Escrow Agreement by and among the Buyer, CCMCC and Equiniti dated as of December 18, 2024

Exhibit 10.1

STOCK ESCROW AGREEMENT

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”).

WHEREAS, Buyer, and its parent entities, Legacy Education, LLC and Legacy Education, Inc. (“Buyer Parents”), Seller, and Seller’s affiliate Contra Costa Medical Career College Online, Inc. (“Seller CCMCCO”), and Stacey Orozco and Bulmaro Orozco (“Owners”), have entered into that certain Asset Purchase Agreement (the “Purchase Agreement”), made and entered into as of October 22, 2022 by and among Buyer, Buyer Parents, Seller, Seller CCMCCO, and Owners; and

WHEREAS, pursuant to the Purchase Agreement, Buyer will purchase from Seller and Seller CCMCCO the Purchased Assets in exchange for stated monetary consideration and the delivery to the Escrow Agent, for the benefit of Seller, of such number of shares of common stock of Legacy Education, Inc. (LGCY) as is equal in collective value to $1,000,000.00 based on the closing NYSE trading price of LGCY on December 17, 2024 (the “Specified Legacy Shares”); and

WHEREAS, all capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Purchase Agreement; and

WHEREAS, Buyer shall place or cause to be placed with the Escrow Agent, in a segregated and restricted escrow account titled in the name of the Escrow Agent, the Specified Legacy Shares (the “Escrow Assets”), for the benefit of the Seller, to be held by the Escrow Agent in accordance with this Agreement;

WHEREAS, the Escrow Agent has agreed to accept, hold, and disburse the Escrow Assets deposited with it in accordance with written direction from Buyer and Seller; and

WHEREAS, in order to establish the Escrow Account(s) and otherwise to effect the provisions of the Purchase Agreement, the parties hereto have entered into this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

“Affiliate” means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term “beneficial owner” is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

“Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in New York are authorized or obligated by law or executive order to close.

“Buyer Representative” shall mean the person(s) so designated on Schedule A hereto or any other person designated in a written notice delivered to Escrow Agent in accordance with the notice provisions of this Agreement.

“Claim Notice” shall mean a “Claim Notice,” as that term is used in Section 7.3 (a) of the Purchase Agreement, referring to an indemnification claim asserted by Buyer against Sellers pursuant to Article VII of the Purchase Agreement and for which Buyer, pursuant to Section 7.2 (f) of the Purchase Agreement, is seeking an offset against a portion of the Specified Legacy Shares held as Escrow Assets by the Escrow Agent, which Claim Notice shall have been delivered to both Seller and the Escrow Agent by use of confirmed deliver service.

“Escrow Assets” shall mean the Escrow Assets set forth on Schedule A hereto and deposited with Escrow Agent pursuant to Section 3 of this Agreement.

“Escrow Period” shall mean the period commencing on the date hereof and ending on the applicable termination date set forth on Schedule A hereto.

“Restricted Specified Legacy Shares” shall mean that all Specified Legacy Shares that have been noted by the Escrow Agent as being associated with and restricted by any one or more Buyer Claim Notices, with the number of Specified Legacy Shares to be assigned to any particular Buyer Claim Notice having been determined by the Escrow Agent as that number of shares which holds a collective value equal to the stated amount of the claim set forth in the Claim Notice presented to the Escrow Agent by Buyer, based on the closing trading price of Legacy Education, Inc. common stock (LGCY) on the New York Stock Exchange on the business day on which the Claim Notice is received by the Escrow Agent.

“Seller Representative” shall mean the person(s) so designated on Schedule A hereto or any other person designated by Seller in a written notice delivered to the Escrow Agent in accordance with the notice provisions of this Agreement.

“Specified Legacy Shares” shall mean the shares of common stock of Legacy Education, Inc. (LGCY), which have been issued in the name of Contra Costa Medical Career College, Inc. and delivered by Buyer to the Escrow Agent, pursuant to this Agreement, as the Escrow Assets that are described on Schedule A hereto.

“Written Direction” shall mean a written direction executed by the Buyer Representative and Seller Representative directing the Escrow Agent to disburse all or a portion of the Escrow Assets or to take or refrain from taking an action pursuant to this Agreement.

The Escrow Agent shall have no liability to Buyer or Seller, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into court (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Assets or any delay in or with respect to any other action required or requested of the Escrow Agent, absent willful misconduct or gross negligence by the Escrow Agent.

After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all of the Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further act or consent of any party hereto.

The Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow Assets, any account in which Escrow Assets are deposited, this Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the written opinion of such counsel. Upon demand, Buyer and Seller shall jointly and promptly pay, in equal parts, the reasonable fees, costs and expenses of any such counsel. The Escrow Agent shall have no responsibility with respect to the use or application of any the Escrow Assets paid by the Escrow Agent pursuant to the provisions hereof.

The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Assets, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Assets is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

The parties hereto agree that neither the payment by Buyer or Seller of any claim by the Escrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Assets in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, the respective rights and obligations of Buyer, on the one hand, and Sellers and certain individuals, on the other hand, under the Purchase Agreement.

The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that any of them may file a copy of this section of this Agreement with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties hereto irrevocably to waive the right to trial by jury in any litigation related to or arising under this Agreement.

The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

SCHEDULE A

*For avoidance of doubt, it is agreed that Escrow Agent shall have no power to vote any

of such shares.

Annual Escrow Fee: $7500

Distribution Fee (Each): $3500

The Annual Escrow Fee for each year of the term of this Agreement is payable upon execution of this Agreement. In the event the escrow is not funded, the Annual Escrow Fee and all related expenses, including attorneys’ fees, costs and expenses remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.

The fees quoted in this schedule apply to services ordinarily rendered in the administration of an escrow account and are subject to reasonable adjustment based on final review of documents, or when Escrow Agent is called upon to undertake unusual or extraordinary duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as expenses.

Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by this Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions.

The fees quoted in this schedule are subject to reasonable adjustment by Escrow Agent in accordance with its customary practices and if it is called upon to undertake further unusual or extraordinary duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand.

The following person is hereby designated and appointed as a Seller Representative:

If to Buyer:

LeeAnn Rohmann

Chief Executive Officer

31625 De Portola Road

Temecula, CA 92592

(951 ###-###-####

***@***

with a copy (which shall not constitute notice) to:

Rouse Frets White Goss Gentile & Rhodes, P.C.

5250 West 116th Place, Suite 400

Leawood, KS 66211

Fax ###-###-####

***@***

Attn: Ronald L. Holt, Esq.

If to Escrow Agent at:

Equiniti Trust Company, LLC

48 Wall Street, 22nd Floor

New York, NY 10005

Attn: Escrow Department

Tel: (718) 921.8135

with copy to:

Equiniti Trust Company, LLC

48 Wall Street, 22nd Floor

New York, NY 10005

Attn: General Counsel

Tel: (718) 921.8200

If to the Seller at:

Stacey Orozco

4041 Lone Tree Way, Suite 101

Antioch, CA 94531