PROXY AND VOTING AGREEMENT
Execution Copy
EXHIBIT 2
This Proxy and Voting Agreement (this “Agreement”), dated September 17, 2008, is
entered into by and among XXXXX. X. XXXXXXXXXX, an individual, XXXXXXXXXXX X. XXXXXXXXXX, an
individual, XXXX X. XXXXXXX, an individual, XXXXX XXXX, 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, XXXXX FAMILY TRUST, and LAVACA SIGED, LLC, a Texas limited liability
company (each, a “Stockholder” and, collectively, the “Stockholders”).
RECITALS
A. Each Stockholder was a member (or an affiliate of a member) of Significant Education
Holding, LLC, a Delaware limited liability company (the “Holding Company”), whose sole
purpose was to hold shares of common stock, par value $0.01 per share (“Common Stock”), of
Grand Canyon Education, Inc., a Delaware corporation formerly known as Significant Education, Inc.
(the “Company”).
B. In connection with the liquidation of the Holding Company, each Stockholder (other than 220
GCU, L.P.) is receiving on the date hereof shares of Common Stock of the Company from the Holding
Company, and each Stockholder holds the number of shares of Common Stock and Series C Preferred
Stock, par value $0.01 per share, of the Company (“Series C”) as is set forth on
Schedule A hereto (as such numbers may be adjusted from time to time in respect of any
stock split, stock dividend, combination, recapitalization or the like).
C. In connection with, and as a condition to, the distribution of such shares of Common Stock,
the Stockholders have agreed to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:
1. Irrevocable Proxy.
a. Effective upon the closing of the Company’s initial public offering pursuant to an
effective registration statement filed under the Securities Act of 1933, as amended (the
“IPO”), and continuing for a period of 5 years thereafter, each Stockholder hereby grants
to Xxxxx X. Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx, and each of them, an irrevocable proxy, and
hereby constitutes and appoints Xxxxx X. Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx, and each of
them, as such Stockholder’s true and lawful proxy and attorney-in-fact, each with full power of
substitution, to exercise all voting authority and authority to act by written consent for all
Shares beneficially owned by such Stockholder or any of its affiliates, at the time of execution of
this
Agreement or at any time in the future, on all matters on which such Shares may be voted, and
all matters requiring the affirmative vote or consent of the Stockholders, which proxy is
IRREVOCABLE AND COUPLED WITH AN INTEREST.
b. For purposes of this Section 1:
i. the term “Shares” shall mean the shares of Common Stock of such Stockholder set
forth on Schedule A hereto or otherwise acquired by such Stockholder on or prior to or in
connection with the IPO and the shares of Common Stock issuable upon conversion of the Series C
shares listed on Schedule A hereto, and any other shares of stock issued or issuable with
respect thereto (whether by way of stock dividend or stock split or in exchange for or upon
conversion of such shares or otherwise in connection with a combination of shares,
recapitalization, merger, consolidation, or other corporate reorganization); and
ii. the Shares shall be deemed to be “beneficially owned” by a Stockholder if such Stockholder
or any of its affiliates has, directly or indirectly, the sole or shared right to vote such Shares
or has any agreement, arrangement or understanding (whether or not in writing) for the purpose of
voting such Shares.
2. Voting Agreement. If, for any reason, the proxy provided for in Section 1
is determined to be invalid or unenforceable in any respect, then each Stockholder shall, and shall
cause each of its affiliates to, attend each meeting of the stockholders of the Company for the
purposes of satisfying the quorum requirements for any such meeting and shall vote its Shares for
or against any matter on which the Shares may be voted, and shall vote for or consent to (or
refrain from voting for or consenting to) any matter requiring the affirmative vote or consent of
the Stockholders, in each case as directed by Xxxxx X. Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx.
3. Other Stockholder Rights. Except as otherwise provided herein, all other rights
associated with a Stockholder’s ownership of the Shares, including, but not limited to, transfer
rights, registration rights, rights of first refusal, and participation rights, if applicable,
shall not be modified by or subject to this Agreement.
4. Further Assurances. Each Stockholder agrees to execute and deliver to Xxxxx X.
Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx, from time to time, such other documents and instruments
as may be reasonably requested by either of them to the extent necessary to permit Xxxxx X.
Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx to vote or act on behalf of such Stockholder.
5. General.
a. Governing Law; Venue. This Agreement shall be governed by and construed under the
laws of the State of Delaware (without regard to the conflicts of laws rules of such State). The
parties agree and consent to the jurisdiction of the state and federal courts located in Phoenix,
Arizona and acknowledge that such courts shall constitute proper and convenient forums for the
resolution of any actions between the parties hereto with respect to the subject matter hereof, and
agree that such courts shall be the sole and exclusive forums for the resolution of any actions
between the parties hereto with respect to the subject matter hereof.
b. Successors and Assigns. The provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors, and administrators of the parties
hereto (collectively, the “Successors”); provided, however, that this
Agreement shall not be binding upon any Successor who purchases Shares from a Stockholder for value
in a transaction registered under the Securities Act of 1933, as amended, or effected pursuant to
an exemption therefrom.
c. Severability. If any provision of this Agreement is deemed or held to be illegal,
invalid or unenforceable, this Agreement shall be considered divisible and inoperative as to such
provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other
respects this Agreement shall remain in full force and effect; provided, however, that if any
provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall
be added hereto automatically a provision as similar as possible to such illegal, invalid or
unenforceable provision and be legal, valid and enforceable. Further, should any provision
contained in this Agreement ever be reformed or rewritten by any judicial body of competent
jurisdiction, such provision as so reformed or rewritten shall be binding upon all parties hereto.
d. Amendment and Waiver. Any amendment, change or modification of this Agreement
shall be void unless in writing and signed by all parties hereto.
e. Remedies. The Stockholders agree and acknowledge that damages may not be an
adequate remedy for any breach of the provisions of this Agreement, and that in the event of a
breach or threatened breach by any Stockholder, each of Xxxxx X. Xxxxxxxxxx and Xxxxxxxxxxx X.
Xxxxxxxxxx shall be entitled to apply to any court of competent jurisdiction for a temporary and/or
permanent injunction restraining the breaching party from such breach or threatened breach.
f. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given when personally delivered, or three business days after
deposit in the United States mail, first-class, postage prepaid and one business day after deposit
with a reputable overnight courier service, or by facsimile (with proof of transmission), upon
transmission, to the address or facsimile number on file with the Company.
g. Headings. The descriptive section headings are for convenience of reference only
and shall not control or affect the meaning or construction of any provision of this Agreement.
h. Complete Agreement. This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof.
i. Counterparts; Facsimile Copies. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one
instrument. Signatures sent to the other parties by facsimile shall be binding as evidence of
acceptance of the terms hereof by such signatory party.
IN WITNESS WHEREOF, the parties hereto have executed this Proxy and Voting Agreement as of the
date set forth in the first paragraph hereof.
| STOCKHOLDERS: | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||||
| Name: | ||||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxxxxx | |||||
| Name: | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: | ||||||
| By: | /s/ Xxxxx Xxxx | |||||
| Name: | ||||||
| 220 GCU, L.P. | ||||||
| By: | 220 GCU GP, LP | |||||
| Its: | General Partner | |||||
| By: | 220 Management, LLC | |||||
| Its: | General Partner | |||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxx III
|
|||||
| Its: | Managing Director | |||||
| 220 EDUCATION, LP | ||||||
| By: | 220 Management, LLC | |||||
| Its: | General Partner | |||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxx III
|
|||||
| Its: | Managing Director | |||||
| 220-SIGED, LP | ||||||
| By: | 220 Education, LP | |||||
| Its: | General Partner | |||||
| By: | 220 Management, LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||||
| Name: | ||||||
| Its: | Managing Director | |||||
| SIGNIFICANT VENTURES, LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | ||||||
| Its: | Chairman | |||||
| SV ONE, LP | ||||||
| By: | SV One GP, LP | |||||
| Its: | General Partner | |||||
| By: | SV Holdings, LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||||
| Name: | ||||||
| Its: | Managing Director | |||||
| XXXXX FAMILY TRUST | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | ||||||
| Its: | Trustee | |||||
| LAVACA SIGED, LLC | ||||||
| By: | /s/ Xxxxx X. Xxx | |||||
| Name: | ||||||
| Its: | Manager | |||||
Schedule A
| Shares Held | ||||||||
| Stockholders | Common Stock | Series C Preferred Stock | ||||||
Xxxxx X. Xxxxxxxxxx |
1,833.22 | 266.95 | ||||||
Xxxxxxxxxxx X. Xxxxxxxxxx |
1,833.69 | 266.95 | ||||||
Xxxxx Xxxx |
1,833.22 | 266.95 | ||||||
Xxxx X. Xxxxxxx |
209.44 | 33.37 | ||||||
220 GCU, L.P. |
340.21 | |||||||
220 Education, LP |
710.39 | 162.12 | ||||||
220-SigEd, LP |
568.32 | 129.70 | ||||||
Significant Ventures, LLC |
1,515.51 | 349.41 | ||||||
SV One, LP |
1,326.07 | 302.63 | ||||||
Xxxxx Family Trust |
142.08 | 32.42 | ||||||
Lavaca SigEd, LLC |
28.07 | 2.86 | ||||||
Totals |
10,000.00 | 2,153.56 | ||||||
