PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of September 28, 2026, is made by GRAND CANYON EDUCATION, INC., a Delaware corporation (“Borrower”), ORBIS EDUCATION SERVICES, LLC, a Delaware limited liability company (“Orbis” and, together with each additional Person executed a Guarantor Joinder (as defined in the Credit Agreement) in form and substance acceptable to Administrative Agent, individually and collectively, “Guarantor”, and, together with Borrower and each additional Guarantor acceptable to Administrative Agent, individually and collectively, “Pledgor”), in favor of ZIONS BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA (“NBAZ”), as Administrative Agent for the benefit of the Secured Parties.
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇▇▇, Guarantor, Administrative Agent, and the other Lenders from time-to-time party thereto have entered into that certain Credit Agreement dated as of the date hereof (as may be amended, restated, supplemented, extended or renewed from time to time, the “Credit Agreement”);
whereas, in order to secure the Obligations under the Credit Agreement and other Loan Documents, ▇▇▇▇▇▇▇ has agreed to pledge to Administrative Agent, for the benefit of the Secured Parties, all of Pledgor’s right, title and interest to and in the stock and other ownership interests in each Pledged Interests Issuer (as defined below) now or hereafter owned by Pledgor;
WHEREAS, the Pledgors are the owner of certain Equity Interests of the Pledged Interests Issuers; and
WHEREAS, it is in the best interests of each Pledgor to execute this Pledge Agreement inasmuch as Pledgor will derive substantial direct and indirect benefits from the Loans to Borrower under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce the Secured Parties to extend credit and make other financial accommodations to Borrower under the Loan Documents and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby agrees with Administrative Agent for the benefit of the Secured Parties as follows:
DEFINITIONS
“Distributions” means all cash distributions made in respect of the Pledged Interests, whether or not income, return of capital or otherwise, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Interests or other rights or interests constituting Pledged Collateral.
“Organizational Documents” means, with respect to any Person, its charter, certificate of incorporation, certificate or articles of incorporation, constitution, articles of association, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.
“Pledged Collateral” is defined in Section 2.1 hereof.
“Pledged Interests” means all stock or other Equity Interests of each Pledged Interests Issuer owned by a Pledgor; all registrations, certificates, articles or agreements governing or representing any such interests; all options and other rights, contractual or otherwise, at any time existing with respect to such interests; and all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests.
“Pledged Interests Issuer” means any Guarantor and each other entity in which Pledgor holds any Equity Interests. For the avoidance of doubt, as of the date hereof the sole Pledged Interests Issuer shall be Orbis.
“Secured Obligations” is defined in Section 2.2 hereof.
PLEDGE
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REPRESENTATIONS AND WARRANTIES
Each Pledgor represents and warrants unto Administrative Agent and the Secured Parties, as of the date of each pledge and delivery hereunder (including each pledge and delivery of Pledged Interests) by Pledgor to Administrative Agent of any Pledged Collateral, as follows:
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COVENANTS
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All Distributions, interest, principal, cash payments and proceeds which may at any time and from time to time be held by Pledgor but which Pledgor is then obligated to deliver to Administrative Agent pursuant to Section 4.5(a), shall, until delivery to Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for Administrative Agent. Notwithstanding anything to the contrary set forth in Section 4.5(b), Administrative Agent agrees that unless an Event of Default shall have occurred and is continuing and Administrative Agent shall have given the notice referred to in Section 4.5(b) above, Pledgor shall have the exclusive right to vote and exercise all other incidental rights of ownership with respect to all of the Pledged Interests, and Administrative Agent shall, upon the written request of Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by Pledgor which are necessary to allow Pledgor to exercise such voting power and incidental rights; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by Pledgor that would cause a Potential Default or an Event of Default, impair any Pledged Collateral (other than Permitted Liens) or violate any provision of the Credit Agreement or any other Loan Document (including this Pledge Agreement).
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Pledgor shall provide, or cause the relevant Pledged Interests Issuer to provide, Administrative Agent with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of Organizational Documents of such Pledged Interests Issuer; provided that Pledgor shall not enter into any such amendment, supplement, modification or waiver other than any amendment, modification, supplement or waiver which could not reasonably be expected to result in a Material Adverse Change.
ADMINISTRATIVE AGENT
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REMEDIES
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Any surplus of such cash or cash proceeds held by Administrative Agent remaining after Final Satisfaction shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus.
MISCELLANEOUS PROVISIONS
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto have caused this Pledge Agreement to be duly executed and delivered by its officers thereunto duly authorized as of the date first above written.
PLEDGOR:
GRAND CANYON EDUCATION, INC., a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:Interim Chief Financial Officer
ORBIS EDUCATION SERVICES, LLC, a Delaware limited liability company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:Interim Chief Financial Officer
Signature Page to Pledge Agreement
ADMINISTRATIVE AGENT:
ZIONS BANCORPORATION, N.A. dba NATIONAL BANK OF ARIZONA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
Signature Page to Pledge Agreement
PLEDGOR INFORMATION
Name of Pledgor | Type of Organization | Jurisdiction of Organization/ Formation | Principal Place of Business |
Corporation | Delaware | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
Orbis Education Services, LLC | Limited Liability Company | Delaware | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
EXHIBIT B
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________ (“Transferee”) ________ interests in _______________________, a/an _________________________ (the “Pledged Interests Issuer”), represented by the attached Certificate No. ____ herewith and do hereby irrevocably constitute and appoint Transferee as attorney to transfer the said additional stock, membership, partnership or other Equity Interests or units on the books of the Pledged Interests Issuer with full power of substitution in the premises.
Dated: [______________, 20__]
PLEDGOR:
_________________________________________
Printed Name: _____________________
IN PRESENCE OF:
EXHIBIT C
FORM OF NOTICE OF PLEDGE AGREEMENT
TO:Grand Canyon Education, Inc.
Orbis Education Services, LLC
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇.
Phoenix, Arizona 85017
Notice is hereby given that, pursuant to a Pledge Agreement dated as of September 28, 2026 (the “Pledge Agreement”), among GRAND CANYON EDUCATION, INC., a Delaware corporation (“Borrower”), ORBIS EDUCATION SERVICES, LLC, a Delaware limited liability company (“Orbis” and, together with each additional Person executed a Guarantor Joinder (as defined in the Credit Agreement) in form and substance acceptable to Administrative Agent, individually and collectively, “Guarantor”, and, together with ▇▇▇▇▇▇▇▇ and each additional Guarantor acceptable to Administrative Agent, individually and collectively, “Pledgor”) and ZIONS BANCORPORATION, N.A. dba NATIONAL BANK OF ARIZONA, for the benefit of the Secured Parties (as defined in the Pledge Agreement) (together with its successors and assigns, “Administrative Agent”), ▇▇▇▇▇▇▇ has pledged and assigned to Administrative Agent, and granted to Administrative Agent for the benefit of the Secured Parties a continuing security interest in, all right, title and interest of ▇▇▇▇▇▇▇, whether now existing or hereafter arising or acquired, in, to and under the membership interests (the “Pledged Interests”) of Orbis (“Pledged Interests Issuer”), including, without limitation:
Pledgor’s rights, now existing or hereafter arising or acquired, to receive from time to time its share of profits, income, surplus, compensation, return of capital, distributions and other reimbursements and payments from any Pledged Interests Issuer (including, without limitation, specific properties of the Pledged Interests Issuer upon dissolution and otherwise), in respect of any and all of the following:
(1)All stock, membership, partnership or other Equity Interests or units now owned or hereafter acquired by Pledgor in any Pledged Interests Issuer as a result of exchange offers, direct investments or contributions or otherwise;
(2)Pledgor’s accounts, general intangibles and other rights to payment or reimbursement, now existing or hereafter arising or acquired, from any Pledged Interests Issuer, existing or arising from loans, advances or other extensions of credit by Pledgor from time to time to or for the account of the Pledged Interests Issuer, or from services rendered by Pledgor from time to time to or for the account of the Pledged Interests Issuer; and
(3)The proceeds of and from any and all of the foregoing.
Pursuant to and subject to the terms of the Pledge Agreement, the Pledged Interests Issuers are hereby authorized and directed to (a) register Pledgor’s pledge to Administrative Agent of Pledgor’s stock, membership, partnership or other Equity Interests or units on the Pledged Interests Issuers’ books; (b) to make direct payment to Administrative Agent of any amounts due or to
become due to Pledgor under the Pledged Interests, if so notified by Administrative Agent in accordance with the Pledge Agreement; and (c) permit Administrative Agent to exercise (to the exclusion of Pledgor) the voting power and all other incidental rights of ownership with respect to such stock, membership, partnership or other Equity Interests or units in accordance with the terms of the Pledge Agreement.
Administrative Agent hereby requests the Pledged Interests Issuers to indicate the Pledged Interests Issuers’ acceptance of this Notice and consent to and confirmation of its terms and provisions by signing a copy hereof and returning the same to Administrative Agent.
Dated: ___________, 20[__].
[SIGNATURE PAGES FOLLOW]
DATED as of the date first above written.
ZIONS BANCORPORATION, N.A. dba NATIONAL BANK OF ARIZONA
By:
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President Address for Notices:
National Bank of Arizona
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
Phoenix, Arizona 85016
Attention: ▇▇▇▇ ▇▇▇▇▇
ACKNOWLEDGMENT OF PLEDGED INTERESTS ISSUER[s] [and co-members]
The undersigned Pledged Interests Issuer[s] [and Co-Members], hereby: (a) acknowledge and consent to the assignment by [__] (individually and collectively, together with each additional Person who executes a joinder to the Pledge Agreement in form and substance acceptable to Administrative Agent, “Pledgor”) of ▇▇▇▇▇▇▇’s right, title and interest in, to and under 100% of Pledgor’s membership interests in the Pledged Interests Issuer[s] (the “Pledged Interests”), pursuant to the terms of the Pledge Agreement dated as of September 28, 2026 (the “Pledge Agreement”), by and between Pledgor, each of the undersigned, and ZIONS BANCORPORATION, N.A. dba NATIONAL BANK OF ARIZONA, for the benefit of the other Secured Parties (as defined in the Pledge Agreement) (together with its successors and assigns, “Administrative Agent”); (b) confirm that such Pledged Interests Issuer [and/or Co-Member] has reviewed the Pledge Agreement; (c) [with respect to each Pledged Interests Issuer,] upon notice from Administrative Agent, agrees to make direct payment to Administrative Agent of any amounts due or to become due to Pledgor under the Pledged Interests in accordance with the Pledge Agreement; (d) upon exercise of its remedies under the Pledge Agreement, agrees to recognize Administrative Agent (to the exclusion of Pledgor) as the sole Person entitled to exercise the voting power and all other incidental rights of ownership with respect to such stock, membership, partnership or other Equity Interests or units in accordance with the terms of the Pledge Agreement and waives any right to be provided at any time hereafter with a copy of the Pledge Agreement, any other Loan Document or any other instrument in connection with any exercise by Administrative Agent (or its agent or nominee) of voting or other consensual rights in respect of the Pledged Interest or any registration of any of the Pledged Interests in the name of Administrative Agent (or its agent or nominee); (e) agrees to comply with instructions provided by Administrative Agent without further consent by ▇▇▇▇▇▇▇; (f) agrees to record in its records the Pledged Interests in favor of Administrative Agent; (g) agrees not to take any action to cause any partnership interests or membership interest comprising the Pledged Interests to be or become a “security” within the meaning of, or to be governed by, Article 8 (Investment Securities) of the UCC as in effect under the laws of any state having jurisdiction, except in each case for Pledged Interests that is under the “control” of Administrative Agent pursuant to Article 8 of the UCC; (h) agrees not to “opt in” or to take any other action seeking to establish any partnership interest or membership interest comprising the Pledged Interests as a “security” and not to certificate any membership interest comprising the Pledged Interests, except in each case for such Pledged Interest that is under the “control” of Administrative Agent pursuant to Article 8 of the UCC and (i) to the extent that such Pledged Interests Issuer has caused any membership interest or partnership interest comprising the Pledged Interests to be or become a “security” within the meaning of, or to be governed by Article 8 of the UCC as in effect under the laws of any state having jurisdiction, Pledged Interests Issuer shall take all actions necessary or required by Administrative Agent to perfect Administrative Agent’s security interest in such Pledged Interests and shall not “opt out” or otherwise cause any such Pledged Interests to cease to be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction.
Dated: ______________, 20[__].
[SIGNATURE PAGE FOLLOWS]
DATED as of the date first above written.
PLEDGED INTERESTS ISSUER[S]:
[__]
By:
Name: ____________________________________
Title: ____________________________________]
]
Signature Page to Acknowledgment of Pledge Agreement
