AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 22, 2019 among GRAND CANYON EDUCATION, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Credit Agreement • February 20th, 2019 • Grand Canyon Education, Inc. • Services-educational services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 22, 2019 among GRAND CANYON EDUCATION, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
GRAND CANYON EDUCATION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2008 • Grand Canyon Education, Inc. • Services-educational services • New York
GRAND CANYON EDUCATION, INC. RESTRICTED STOCK AGREEMENT (For U.S. Participants)Restricted Stock Agreement • February 21st, 2018 • Grand Canyon Education, Inc. • Services-educational services • Arizona
Grand Canyon Education, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Grand Canyon Education, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Chief Executive Officer)Executive Employment Agreement • November 8th, 2018 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on July 1, 2018 and is effective as of July 1, 2018 (the “Effective Date”), by and between Grand Canyon Education, Inc., a Delaware corporation (the “Company”), and Brian E. Mueller (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENT (Associate Provost)Executive Employment Agreement • August 6th, 2012 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Executive Employment Agreement (the “Agreement”) is entered into on July 30, 2012, with an effective date of September 1, 2012, by and between Grand Canyon Education, Inc., a Delaware corporation (the “Company”), and Dr. Kathy Player (“Executive”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”) is made and entered into effective as of June ___, 2006, by and between SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company, as successor-in-interest to Spirit Finance Acquisitions, LLC, a Delaware limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, INC., a Delaware corporation, as successor-in-interest to Significant Education, LLC, a Delaware limited liability company (“Lessee”).
CREDIT AGREEMENT Dated as of July 1, 2018 among GAZELLE UNIVERSITY (to be renamed GRAND CANYON UNIVERSITY), as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN FROM TIME TO TIME, as the Guarantors, and GRAND CANYON EDUCATION, INC., as...Credit Agreement • November 8th, 2018 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This CREDIT AGREEMENT is entered into as of July 1, 2018 among GAZELLE UNIVERSITY, an Arizona nonprofit corporation (to be renamed GRAND CANYON UNIVERSITY) (the “Borrower”), the Guarantors (defined herein) from time to time party hereto, and GRAND CANYON EDUCATION, INC., a Delaware corporation (the “Lender”).
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Chief Executive Officer)Executive Employment Agreement • May 2nd, 2023 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Third Amended and Restated Executive Employment Agreement (the “Agreement") is entered into on May 1, 2023, and is effective as of July 1, 2023 (the “Effective Date”), by and between Grand Canyon Education, Inc., a Delaware corporation (the “Company”) and Brian E. Mueller (“Executive”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • May 13th, 2008 • Grand Canyon Education, Inc. • Arizona
This Senior Management Agreement (“Agreement”) is entered into August 24, 2005, between Significant Education, Inc., a Delaware corporation (the “Company”), and Christopher Richardson (“Executive”). Terms used in this Agreement and not otherwise defined shall have the meanings set forth in Article 4 of this Agreement.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 20th, 2019 • Grand Canyon Education, Inc. • Services-educational services
THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of January 22, 2019 among Grand Canyon Education, Inc., a Delaware corporation (the “Borrower”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations (defined below).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 9th, 2011 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is dated as of April 8, 2011, by and between BANK OF AMERICA, N.A., a national banking association (the “Bank”) and GRAND CANYON EDUCATION, INC., a Delaware corporation (the “Borrower”).
6,000,000 Shares GRAND CANYON EDUCATION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2009 • Grand Canyon Education, Inc. • Services-educational services • New York
Termination AgreementTermination Agreement • January 17th, 2012 • Grand Canyon Education, Inc. • Services-educational services
This Termination Agreement (this “Termination Agreement”) is made and entered into as of January 12, 2012, by and between Brent D. Richardson and Christopher C. Richardson (each a “Reporting Person”, and collectively, the “Reporting Persons”). Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission filed by the Reporting Persons on December 5, 2008, as amended from time to time (the “Schedule 13D”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ORBIS EDUCATION SERVICES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) LLR MANAGEMENT, L.P. (A DELAWARE LIMITED PARTNERSHIP) GCE COSMOS MERGER SUB, LLC (A DELAWARE LIMITED LIABILITY COMPANY) AND GRAND CANYON...Agreement and Plan of Merger • February 20th, 2019 • Grand Canyon Education, Inc. • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 17, 2018, is made by and among Orbis Education Services, LLC, a Delaware limited liability company (the “Company”), Grand Canyon Education, Inc., a Delaware corporation (the “Purchaser”), GCE Cosmos Merger Sub, LLC, a Delaware limited liability company and wholly‑owned subsidiary of the Purchaser (the “Merger Sub”), and LLR Management, L.P., a Delaware limited partnership (the “Representative”), as representative for the Company’s Members, Optionholders and Warrantholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED: SEPTEMBER 17, 2008Investor Rights Agreement • December 5th, 2008 • Grand Canyon Education, Inc. • Services-educational services • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 17, 2008, by and among GRAND CANYON EDUCATION, INC., a Delaware corporation formerly known as Significant Education, Inc. (the “Company”); each person listed on Schedule A hereto as an “Investor” (the “Investors”); each holder of Common Stock set listed on Schedule A hereto as a “Common Stockholder” (the “Common Stockholders”); and SPIRIT MANAGEMENT COMPANY, a Maryland corporation (“Spirit”).
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2023 • Grand Canyon Education, Inc. • Services-educational services • Indiana
This Third Amended and Restated Executive Employment Agreement (the “Agreement") is entered into on May 1, 2023, and is effective as of July 1, 2023, by and among Grand Canyon Education, Inc., a Delaware corporation (“GCE”), GCE’s subsidiary. Orbis Education Services, LLC, a Delaware limited liability company (“Orbis”), and Daniel J. Briggs (“Executive”).
AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
THIS AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is made and entered into effective as of September 24, 2004, by and between SPIRIT FINANCE ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, LLC, a Delaware limited liability company (“Lessee”).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • September 23rd, 2009 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Proxy and Voting Agreement (this “Agreement”), dated September 14, 2009 (the “Effective Date”), is entered into by and among BRENT. D. RICHARDSON, an individual, CHRISTOPHER C. RICHARDSON, an individual, and the undersigned stockholders of Grand Canyon Education, Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
Amendment to Executive Employment AgreementExecutive Employment Agreement • February 17th, 2016 • Grand Canyon Education, Inc. • Services-educational services
This Amendment to Executive Employment Agreement, effective this 9th day of February 2016 (the “Amendment”), is an Amendment to the Amended and Restated Executive Employment Agreement between Daniel E. Bachus (“Executive”) and Grand Canyon Education, Inc. (“Company”), collectively referred to herein as the “Parties”, entered into effective July 1, 2012 (the “Original Agreement”).
SIXTH AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (the “Sixth Amendment”) is made January 18, 2008, nunc pro tunc September 30, 2007, by and between SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company, as successor-in-interest to Spirit Finance Acquisitions, LLC, a Delaware limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, INC., a Delaware corporation, as successor-in-interest to Significant Education, LLC, a Delaware limited liability company (“Lessee”)
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • June 9th, 2009 • Grand Canyon Education, Inc. • Services-educational services
This Amended and Restated Joint Filing Agreement (the “Joint Filing Agreement”) amends and restates that certain Joint Filing Agreement, dated December 5, 2008, by and among Brent D. Richardson, Christopher C. Richardson, Rich Crow Enterprises, LLC, and Masters Online, LLC. Rich Crow Enterprises, LLC and Masters Online, LLC no longer own any shares of Common Stock, par value $0.01 per share, of Grand Canyon Education, Inc., a Delaware corporation (“Grand Canyon”), and they are therefore no longer parties to the Joint Filing Agreement.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is made and entered into effective as of August 23, 2005, by and between SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company, as successor in interest to SPIRIT FINANCE ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, LLC, a Delaware limited liability company, which will convert to Significant Education, Inc. pursuant to the Series A Investment (defined below) (“Lessee”).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • December 5th, 2008 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Proxy and Voting Agreement (this “Agreement”), dated September 17, 2008, is entered into by and among BRENT. D. RICHARDSON, an individual, CHRISTOPHER C. RICHARDSON, an individual, JOHN E. CROWLEY, an individual, STACI BUSE, an individual, 220 GCU, L.P., a Delaware limited partnership, 220 EDUCATION, LP, a Delaware limited partnership, 220-SIGED, LP, a Delaware limited partnership, SIGNIFICANT VENTURES, LLC, a Delaware limited liability company, SV ONE, LP, a Delaware limited partnership, CAREY FAMILY TRUST, and LAVACA SIGED, LLC, a Texas limited liability company (each, a “Stockholder” and, collectively, the “Stockholders”).
Amendment to Executive Employment AgreementExecutive Employment Agreement • February 17th, 2016 • Grand Canyon Education, Inc. • Services-educational services
This Amendment to Executive Employment Agreement, effective this 9th day of February 2016 (the “Amendment”), is an Amendment to the Amended and Restated Executive Employment Agreement between Brian E. Mueller (“Executive”) and Grand Canyon Education, Inc. (“Company”), collectively referred to herein as the “Parties”, entered into effective July 1, 2012 (the “Original Agreement”).
LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 29th, 2008 • Grand Canyon Education, Inc. • Services-educational services • Arizona
This Amended and Restated Senior Management Agreement (“Agreement”) is entered into September 10, 2008, between Grand Canyon Education, Inc., a Delaware corporation (the “Company”), and John Crowley (“Executive”). Terms used in this Agreement and not otherwise defined shall have the meanings set forth in Article 4 of this Agreement.
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • May 13th, 2008 • Grand Canyon Education, Inc.
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (the “Fifth Amendment”) is made August 20, 2007, nunc pro tunc December 31, 2006, by and between SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company, as successor-in-interest to Spirit Finance Acquisitions, LLC, a Delaware limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, INC., a Delaware corporation, as successor-in-interest to Significant Education, LLC, a Delaware limited liability company (“Lessee”).
MASTER SERVICES AGREEMENT between GAZELLE UNIVERSITY, an Arizona nonprofit corporation (to be renamed Grand Canyon University) and GRAND CANYON EDUCATION, INC., a Delaware corporationMaster Services Agreement • November 8th, 2018 • Grand Canyon Education, Inc. • Services-educational services • Arizona
THIS MASTER SERVICES AGREEMENT (the “Agreement”) is entered into as of this 1st day of July, 2018 (the “Effective Date”) by and between GRAND CANYON EDUCATION, INC., a Delaware corporation (“Provider”), and GAZELLE UNIVERSITY, an Arizona non-profit corporation (to be renamed Grand Canyon University) (“University”) (each, a “Party” and, collectively, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 22nd, 2011 • Grand Canyon Education, Inc. • Services-educational services • Arizona
ASSET PURCHASE AGREEMENT (this “Agreement”) dated December 30, 2010, by and between Grand Canyon Education, Inc., a Delaware corporation (“Buyer”), and Mind Streams, L.L.C., an Arizona limited liability company (“Seller”).
SCHEDULE 13G JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Grand Canyon Education, Inc. • Services-educational services
The undersigned hereby agree that the Schedule 13G relating to shares of Grand Canyon Education, Inc. to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them.
FIRST INCREMENTAL FACILITY AMENDMENT Dated as of February 1, 2019 to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 22, 2019 among GRAND CANYON EDUCATION, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED THEREIN, as...First Incremental • February 20th, 2019 • Grand Canyon Education, Inc. • Services-educational services • New York
THIS FIRST INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of February 1, 2019 to the Credit Agreement referenced below is by and among GRAND CANYON EDUCATION, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Incremental Lenders (defined below) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENTFirst Amendment • February 20th, 2019 • Grand Canyon Education, Inc. • Services-educational services • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of January 31, 2019 to the Credit Agreement referenced below is by and among GRAND CANYON EDUCATION, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
GRAND CANYON EDUCATION, INC. Stock Option AgreementStock Option Agreement • December 5th, 2008 • Grand Canyon Education, Inc. • Services-educational services • Arizona
Grand Canyon Education, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an Option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Grand Canyon Education, Inc. 2008 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),
AMENDMENT TO SENIOR MANAGEMENT AGREEMENT BETWEEN SIGNIFICANT EDUCATION, INC AND JOHN CROWLEYSenior Management Agreement • May 13th, 2008 • Grand Canyon Education, Inc. • Arizona
This Amendment to the Senior Management Agreement (the “Agreement”) between Significant Education, Inc., D/B/A/ Grand Canyon University (“GCU”), on the one hand, and John Crowley ( the “Employee”), on the other hand dated August 2005, is made and entered into this 28th day of June 2006.
MODIFICATION OF CREDIT AGREEMENTModification of Credit Agreement • November 3rd, 2021 • Grand Canyon Education, Inc. • Services-educational services
THIS MODIFICATION OF CREDIT AGREEMENT (this “Amendment”) is executed as of October 29, 2021 (the “Effective Date”), by and between GRAND CANYON EDUCATION, INC., a Delaware corporation (together with its successors and assigns, “Lender”) and GRAND CANYON UNIVERSITY, an Arizona nonprofit corporation (formerly known as Gazelle University) (“Borrower”).
