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”).
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2008 • Grand Canyon Education, Inc. • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them in a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Grand Canyon Education, Inc., a Delaware corporation, and that this Agreement shall be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
