Contribution and Transfer Agreement by and Among Kaplan Higher Education, Llc, Iowa College Acquisition, Llc, Purdue University, and Purdue Newu, Inc. (April 27th, 2017)
This Contribution and Transfer Agreement (together with the Exhibits and Schedules hereto, this "Agreement"), dated April 27, 2017 (the "Effective Date"), is made by and among Kaplan Higher Education, LLC, a Delaware limited liability company ("KHE"), Iowa College Acquisition, LLC, a Delaware limited liability company ("ICA") (KHE and ICA, collectively, "Contributor"), The Trustees of Purdue University, an Indiana body corporate that manages and conducts Purdue University, the State of Indiana's land-grant university ("Purdue"), and Purdue NewU, Inc., an Indiana nonprofit, public benefit corporation ("NewU"). "Party" refers, as the context provides, to any of Contributor, Purdue and NewU; and "Parties" refers to Contributor, Purdue and NewU collectively. "Purdue Parties" refers to Purdue and NewU collectively. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in Exhibit A (Definitions).