1.3 **No Assumption ofLiabilities**. Buyer shall not assume or be bound by, and Sellershall retain, pay and discharge when due, all liabilities or obligations of Seller of any kind ornature, known or unknown, accrued, absolute, contingent or otherwise, whatsoever (all suchliabilities and obligations of Seller referred to herein as the “***ExcludedLiabilities***”), whichExcluded Liabilities shall include, without limitation, any liabilities or obligations of Seller:(a) incurredin connection with this Agreement and the transactions provided forherein, including, without limitation, counsel, banking and accountant’s fees and expenses,and expenses pertaining to the performance by Seller of its obligations hereunder;(b) relating to orarising out of the Excluded Assets;(c) inrespect of Taxes of Seller and its Affiliates (whether relating to periodsbefore or after the transactions contemplated in this Agreement or incurred by Seller or itsAffiliates in connection with this Agreement and the transactions provided for herein),including any transfer Taxes, duties and other governmental charges applicable to thetransfer of the Purchased Assets in connection with this Agreement;(d) relatingto past or present employees or independent contractors of Seller,including, without limitation, any amounts in respect of compensation, severance, staybonuses or paid time off; and(e) inconnection with or relating to any actions, suits, claims, proceedings, demands,assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses(whether or not arising out of third-party claims), including, without limitation, interest,penalties, attorneys’ and accountants’ fees and all amounts paid in investigation, defenseor settlement of any of the foregoing, which liabilities or obligations arise out of orrelate to (i) the use or ownership of the Purchased Assets or the operation of the Businessprior to the Closing Date, (ii) any actions taken by Seller or any member of Seller or anyof their respective related persons or Affiliates on or prior to the Closing Date, or (iii)any continuing business or other activities of Seller, its members, or any of theirrespective related persons or Affiliates following the Closing Date.1.4 **Access toInformation**. Seller will provide Buyer with all information relating toor otherwise constituting Purchased Assets in Seller’s databases in a format in which it currentlyexists.1.5 **Termination ofAgreement; Release**. Buyer and Seller acknowledge that theCollaboration Agreement terminates by its terms effective December 30, 2010. In connection withsuch termination, Buyer and Seller hereby agree as follows:(a) Buyer and Seller hereby affirm the termination of the Collaboration Agreement inaccordance with its terms, effective December 30, 2010. Except as provided in this Agreement withrespect to the Payment Obligation (as defined below), those provisions of the CollaborationAgreement that expressly survive the termination thereof shall continue to survive as set forththerein.(b) TheClosing Cash Payment paid by Buyer to Seller in accordance with Section 2.1(a) of thisAgreement includes and constitutes full and final payment of all amountsdue by Buyer to Seller under the Collaboration Agreement upon and as of the terminationthereof (the “***Payment Obligation***”).
 
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(c) Seller,for itself and on behalf of its successors and assigns, does hereby (i)acknowledge complete and full satisfaction by Buyer of the Payment Obligation, and (ii) fully,finally, and forever releases and discharges Buyer of and from any and all claims, causes ofaction, damages, demands, liabilities, obligations, costs, expenses, and compensation of every kindor nature whatsoever, past, present, or future, at law or in equity, whether known or unknown,contingent or otherwise, that Seller had, has, or may have had at any time in the past and throughand including the Closing Date, against the Buyer that relate to or arise out of the PaymentObligation (collectively, the “***Causes of Action***”).(d) Sellerrepresents, warrants, covenants, and agrees that it (i) has not and will not assignany Causes of Action or possible Causes of Action against Buyer, (ii) fully intends to release allCauses of Action against Buyer, including, without limitation, unknown and contingent Causes ofAction (other than those specifically reserved above), (iii) has consulted with counsel withrespect to the matters covered hereby and has been fully apprised of the consequences hereof, and(iv) will not institute any litigation, lawsuit, claim, or action against Buyer with respect to anyreleased Causes of Action(e) Anythingin this Section 1.5 to the contrary notwithstanding, Seller is not releasingBuyer from, and Buyer shall remain fully obligated with respect to, Buyer’s obligation to make theSubsequent Payment described in Section 2.1(b) below.**2. ****CONSIDERATION**.2.1 **Consideration**. In consideration for the Purchased Assets, and in respect of thePayment Obligation, Buyer shall pay to Seller (a) an aggregate amount in cash equal to $8,500,000,such amount to be paid by Buyer to Seller at the Closing (the “***Closing Cash Payment***”), and (b)amounts earned and payable to Seller, but not yet paid, under the Collaboration Agreement relatedto Net Revenue (as such term is defined in the Collaboration Agreement) actually received by Buyeron or prior to February 28, 2011 (the “***End Date***”) in respect of courses startedon or beforeOctober 31, 2010, such amounts to be paid by Buyer to Seller no later than 15 days following theEnd Date (the “***Subsequent Payments***”).2.2 **Payment ofConsideration****.**Each of the Closing Cash Payment and the SubsequentPayments shall be paid by Buyer to Seller by wire transfer of immediately available funds, to anaccount designated in writing by Seller.2.3 **Allocation ofConsideration to Purchased Assets**. Within 180 days following theClosing Date, Buyer will deliver to Seller an allocation of the consideration paid to Sellerhereunder in respect of the Purchased Assets. Seller and Buyer will follow and use such allocationin all Tax returns, filings or other related reports made by them to any governmental agencies. Tothe extent that disclosures of this allocation are required to be made by the parties to theInternal Revenue Service (“***IRS***”) under the provisions of Section 1060 of theInternal Revenue Codeof 1986, as amended (the “***Code***”) or any regulations thereunder, Buyer and Sellerwill disclose suchreports to the other prior to filing with the IRS.
 
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**3. ****REPRESENTATIONS AND WARRANTIES OF SELLER**.Seller makes the following representations and warranties to Buyer, each of which is true andcorrect and shall survive the Closing of the transactions provided for herein.3.1 **Organization and Power**. Seller is a limited liability company duly organized,validly existing and in good standing under the laws of the State of Arizona. Seller has allrequisite power and authority to own, operate and lease its properties, to carry on its business asand where such is now being conducted, to enter into this Agreement and the other documents andinstruments to be executed and delivered by Seller pursuant hereto and to carry out thetransactions contemplated hereby and thereby.3.2 **Authority**. The execution and delivery of this Agreement and the other documentsand instruments to be executed and delivered by Seller pursuant hereto and the consummation of thetransactions contemplated hereby and thereby have been duly authorized by Seller. No other limitedliability company act or proceeding on the part of Seller or its members is necessary to authorizethis Agreement or the other documents and instruments to be executed and delivered by Sellerpursuant hereto or the consummation of the transactions contemplated hereby and thereby. ThisAgreement constitutes, and when executed and delivered, the other documents and instruments to beexecuted and delivered by Seller pursuant hereto will constitute, valid binding agreements ofSeller, enforceable in accordance with their respective terms, except as such may be limited bybankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and bygeneral equitable principles.3.3 **No Violation**. Neither the execution and delivery of this Agreement or the otherdocuments and instruments to be executed and delivered by Seller pursuant hereto, nor theconsummation by Seller of the transactions contemplated hereby and thereby (a) violates any law,regulation or governmental order applicable to Seller, (b) requires any authorization, consent,approval, exemption or other action by or notice to any government entity, or (c) violates orconflicts with, or constitutes a default (or an event which, with notice or lapse of time, or both,would constitute a default) under, or will result in the termination of, or accelerate theperformance required by, or result in the creation of any Lien upon any of the assets of Sellerunder, any term or provision of the articles of organization or operating agreement of Seller or ofany material contract, commitment, understanding, arrangement, agreement or restriction of any kindor character to which Seller is a party or by which Seller or any of its assets or properties maybe bound or affected.3.4 **No Litigation or Claims**. There is no action, suit, litigation, claim,counterclaim or legal or administrative proceeding or investigation pending or, to Seller’sknowledge, threatened against Seller in connection with the Business that would impact thePurchased Assets. Seller is not subject to any order in connection with the Business that wouldimpact the Purchased Assets.3.5 **Compliance With Laws and Orders**. Seller is in compliance, in all materialrespects, with all applicable laws and orders in connection with the Business that impact thePurchased Assets, including, without limitation, those applicable to student recruitment forhigher education and other applicable regulations related to Title IV of the Higher EducationAct of 1965, as amended.
 
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3.6 **Intellectual Property**. Seller exclusively owns or possesses adequate rights touse all of the intellectual property included within the Purchased Assets, free and clear of allLiens. There are no pending, or, to the knowledge of Seller, threatened claims against Seller orany of its employees alleging that any of the intellectual property included within the PurchasedAssets is invalid or unenforceable or that any of such intellectual property included within thePurchased Assets infringes or conflicts with, or otherwise violates, the rights of others(“***Third-Party Rights***”). To the knowledge of Seller, no intellectual property included within thePurchased Assets infringes or conflicts with any Third-Party Rights, and Seller is not aware of anyviolation or infringement by a third party of any of the intellectual property included within thePurchased Assets. Seller has taken reasonable security measures to protect the secrecy,confidentiality and value of all trade secrets included within the Purchased Assets.3.7 **Title to and Condition of Purchased Assets**. Seller has good and marketable titleto all of the Purchased Assets. All of the Purchased Assets are free and clear of restrictions onor conditions to transfer or assignment, and free and clear of Liens.3.8 **Privacy of Customer Information***.*Seller has used and currently uses any of thecustomer information that it has received or currently receives through its website or otherwiseand that is included in the Purchased Assets in a manner that complies, in all material respects,with applicable law, and in a manner that complies with Seller’s privacy policy and the privacyrights of its customers. Seller has collected any customer information through its website orotherwise that is included in the Purchased Assets in a manner that complies, in all materialrespects, with applicable law, and in a manner that does not violate its privacy policy. Seller hascommercially reasonable security measures in place to protect the customer information it receivesthrough its website or otherwise and that is included in the Purchased Assets and which it storesin its computer systems from illegal use by third parties or use by third parties in a mannerviolative of the rights of privacy of its customers.3.9 **No Brokers or Finders**. Seller has not retained, employed or used any broker orfinder in connection with the transactions provided for herein or the negotiation thereof. Sellershall be responsible for all broker or finder’s fees on account of actions by Seller or its membersor representatives.**4. ****REPRESENTATIONS AND WARRANTIES OF BUYER**.Buyer makes the following representations and warranties to Seller, each of which is true andcorrect on the date hereof and the Closing Date, and shall survive the Closing of the transactionsprovided for herein.4.1 **Organization and Power**. Buyer is a corporation duly organized, validly existingand in good standing under the laws of the State of Delaware. Buyer has all requisite corporatepower to enter into this Agreement and the other documents and instruments to be executed anddelivered by Buyer and to carry out the transactions contemplated hereby and thereby.
 
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4.2 **Authority**. The execution and delivery of this Agreement and the other documentsand instruments to be executed and delivered by Buyer pursuant hereto and the consummation of thetransactions contemplated hereby and thereby have been duly authorized by the Board of Directors ofBuyer. No other corporate act or proceeding on the part of Buyer or its members is necessary toauthorize this Agreement or the other documents and instruments to be executed and delivered byBuyer pursuant hereto or the consummation of the transactions contemplated hereby and thereby. ThisAgreement constitutes, and when executed and delivered, the other documents and instruments to beexecuted and delivered by Buyer pursuant hereto will constitute, valid and binding agreements ofBuyer, enforceable in accordance with their respective terms, except as such may be limited bybankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and bygeneral equitable principles.4.3 **No Brokers or Finders**. Buyer has not retained, employed or used any broker orfinder in connection with the transactions provided for herein or the negotiation thereof. Buyershall be responsible for all broker or finder’s fees on account of actions by Buyer or itsrepresentatives.**5. ****EMPLOYEES — EMPLOYEE BENEFITS**.5.1 **Election**. Buyer and Seller have designated each of the employees engaged in theBusiness as Category 1 or Category 2 employees. If an employee is in Category 1, such employeeshall remain an employee of Seller and will not have any association with Buyer. If an employee isin Category 2, then at the Closing, Buyer agrees to offer employment to such employee onsubstantially similar terms and with substantially similar benefits as similarly situated personsemployed by Buyer. If a Category 2 employee accepts such offer of employment, then Seller shallterminate the employment of such employee and such employee shall become an employee of Buyer.Seller shall be responsible for any and all termination benefits in connection with its terminationof any Category 1 or Category 2 employees, as well as any related obligations or liabilitiesrelating to such employees or arising in connection with any such termination. Notwithstanding theforegoing, Buyer has no obligation to hire any employees of Seller.5.2 **Payroll Tax**. Seller agrees to make a clean cut-off of payroll and payroll taxreporting with respect to the Category 2 employees hired by Buyer, paying over to the federal,state and city governments those amounts respectively withheld or required to be withheld forperiods ending on or prior to the Closing Date. Seller also agrees to issue, by the date prescribedby IRS Regulations, Forms W-2 for wages paid through the Closing Date for Category 2 employeeshired by Buyer.**6. ****OTHER MATTERS**.6.1 **Confidential Information**. Seller shall not at any time subsequent to the Closing,except as explicitly requested by Buyer, use for any purpose, disclose to any person, or keep ormake copies of documents, tapes, discs, programs or other information storage media (“records”)containing, any confidential information concerning the Purchased Assets, all such informationbeing deemed to be transferred to Buyer hereunder as part of the Purchased Assets. The foregoingprovisions shall not apply to any information which is not a Purchased Asset. If atany time after Closing, Seller should discover that it is in possession of any recordscontaining the confidential information of Buyer, then Seller shall immediately turn such recordsover to Buyer, which shall upon request make available to Seller any information contained thereinwhich is not confidential information acquired by Buyer.
 
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**7. ****INDEMNIFICATION**.7.1 **By Seller**. Subject to the terms and conditions of this Article 7, Seller herebyagree to indemnify, defend and hold harmless Buyer, and its directors, officers, employees andcontrolled and controlling persons (hereinafter “***Buyer’s Affiliates***”), from and against all Claimsasserted against, resulting to, imposed upon or incurred by Buyer, Buyer’s Affiliates or thePurchased Assets, directly or indirectly, by reason of, arising out of or resulting from (a) theinaccuracy or breach of any representation or warranty of Seller contained in or made pursuant tothis Agreement; (b) the breach of any covenant or agreement of Seller contained in this Agreement;or (c) the Excluded Liabilities.7.2 **By Buyer**. Subject to the terms and conditions of this Article 7, Buyer herebyagrees to indemnify, defend and hold harmless Seller, and its managers, members, officers,employees and controlled and controlling persons (hereinafter “***Seller’s Affiliates***”), from andagainst all Claims asserted against, resulting to, imposed upon or incurred by Seller or Seller’sAffiliates, directly or indirectly, by reason of, arising out of or resulting from (a) theinaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant tothis Agreement; or (b) the breach of any covenant or other agreement of Buyer contained in thisAgreement.7.3 **Indemnification of Third-Party Claims**. The following provisions shall apply toany Claim subject to indemnification which is (i) a suit, action or arbitration proceeding filed orinstituted by any third party, or (ii) any other form of proceeding or assessment instituted by anygovernmental entity:(a) **Notice and Defense**. The party or parties to be indemnified (whether one ormore, the “***Indemnified Party***”) will give the party from whom indemnification is sought (the“***Indemnifying Party***”) prompt written notice of any such Claim, and the Indemnifying Partywill undertake the defense thereof by representatives chosen by it. The assumption ofdefense shall constitute an admission by the Indemnifying Party of its indemnificationobligation hereunder with respect to such Claim, and its undertaking to pay directly allcosts, expenses, damages, judgments, awards, penalties and assessments incurred inconnection therewith. Failure to give such notice shall not affect the Indemnifying Party’sduty or obligations under this Article 7, except to the extent the Indemnifying Party isprejudiced thereby. So long as the Indemnifying Party is defending any such Claim activelyand in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Partyshall make available to the Indemnifying Party or its representatives all records and othermaterials required by them and in the possession or under the control of the IndemnifiedParty, for the use of the Indemnifying Party and its representatives in defending any suchClaim, and shall in other respects give reasonable cooperation in such defense.
 
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(b) **Failure to Defend**. If the Indemnifying Party, within a reasonable timeafter notice of any such Claim, fails to defend such Claim actively and in good faith, theIndemnified Party will (upon further notice) have the right to undertake the defense,compromise or settlement of such Claim or consent to the entry of a judgment with respect tosuch Claim, on behalf of and for the account and risk of the Indemnifying Party, and theIndemnifying Party shall thereafter have no right to challenge the Indemnified Party’sdefense, compromise, settlement or consent to judgment.(c) **Indemnified Party’s Rights**. Anything in this Article 7 to the contrarynotwithstanding, (i) if there is a reasonable probability that a Claim may materially andadversely affect the Indemnified Party other than as a result of money damages or othermoney payments, the Indemnified Party shall have the right to defend, compromise or settlesuch Claim, and (ii) the Indemnifying Party shall not, without the written consent of theIndemnified Party, settle or compromise any Claim or consent to the entry of any judgmentwhich does not include as an unconditional term thereof the giving by the claimant or theplaintiff to the Indemnified Party of a release from all liability in respect of such Claim.7.4 **Payment**. The Indemnifying Party shall promptly pay the Indemnified Party anyamount due under this Article 7.7.5 **Survival and Cap**. Except for Claims arising from fraud, or any willful or knowingbreach or misrepresentation, which Claims may be brought without limitation as to time or amount,no claim or action shall be brought under this Article 7 for indemnification after the lapse of one(1) year following the Closing. Further, the maximum obligation of Seller under Section 7.1 andBuyer under Section 7.2 shall be $250,000.**8. ****CLOSING**.8.1 **Closing**. The closing of this transaction (the “***Closing***”) shall be held at theoffices of DLA Piper LLP (US), 2525 E. Camelback Road, Suite 1000, Phoenix, Arizona 85016concurrent with the execution of this Agreement. Such date and time is referred to in thisAgreement as the “***Closing Date***.”8.2 **Documents to be Delivered by Seller**. At the Closing, Seller shall deliver toBuyer the following documents, in each case duly executed or otherwise in proper form:(a) **Bills of Sale**. Bills of sale and such other instruments of assignment,transfer, conveyance and endorsement as will be sufficient in the reasonable opinion ofBuyer and its counsel to transfer, assign, convey and deliver to Buyer the Purchased Assetsas contemplated hereby.(b) **Certified Resolutions**. A certified copy of the resolutions of the managerand/or members of Seller authorizing and approving this Agreement and the consummation ofthe transactions contemplated by this Agreement.(c) **Other Documents**. All other documents, instruments or writings required tobe delivered to Buyer at or prior to the Closing pursuant to this Agreement and such othercertificates of authority and documents as Buyer may reasonably request.
 
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8.3 **Documents to be Delivered by Buyer**. At the Closing, Buyer shall deliver to Sellerthe following, in each case duly executed or otherwise in proper form:(a) **Closing Cash Payment**. The Closing Cash Payment, by wire transfer ofimmediately available funds.(b) **Certified Resolutions**. A certified copy of the resolutions of the board ofdirectors of Buyer authorizing and approving this Agreement and the consummation of thetransactions contemplated by this Agreement.(c) **Other Documents**. All other documents, instruments or writings required tobe delivered to Seller at or prior to the Closing pursuant to this Agreement and such othercertificates of authority and documents as Seller may reasonably request.**9. ****CERTAIN DEFINITIONS**.9.1 **Definitions**. For purposes of this Agreement, the following terms shall have thefollowing meanings:“***Affiliate***” of a person or entity means any person or entity which directly or indirectlycontrols, is controlled by, or is under common control with such person or entity.“***Claim***” means (i) all liabilities; (ii) all losses, deficiencies, actual damages (but notincluding consequential or punitive damages), judgments, awards, penalties and settlements; (iii)all demands, claims, suits, actions, causes of action, proceedings and assessments; and (iv) allcosts and expenses (including, without limitation, interest (including prejudgment interest in anylitigated or arbitrated matter), court costs and fees and reasonable expenses of attorneys andexpert witnesses) of investigating, defending or asserting any of the foregoing or of enforcingthis Agreement.“***Liens***” means mortgages, liens, pledges, security interests, charges, encumbrances, claims,easements, rights of way, covenants, conditions or restrictions or any other adverse claims, rightsor encumbrances of any kind or nature whatsoever.“***Tax***” or “***Taxes***” means any and all federal, state, provincial, local, foreign or other taxes,including, without limitation, income taxes, estimated taxes, excise taxes, sales taxes,transaction privilege taxes, use taxes, gross receipts taxes, franchise taxes, employment andpayroll related taxes, withholding taxes, stamp taxes, transfer and property taxes, or other tax ofany kind whatsoever, whether or not measured in whole or in part by net income, including anyinterest, penalty, or addition thereto, whether disputed or not.
 
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**10. ****MISCELLANEOUS**.10.1 **Further Assurance**. From time to time following the Closing Date, at Buyer’srequest and without further consideration, Seller will execute and deliver to Buyer suchdocuments, instruments and consents and take such other action as Buyer may reasonably request inorder to effect the transactions contemplated hereby, to discharge the covenants of Seller and tovest in Buyer good, valid and marketable title to the Purchased Assets.10.2 **Disclosures and Announcements**. Both the timing and the content of all disclosureto third parties and public announcements concerning the transactions provided for in thisAgreement by either Seller or Buyer shall be subject to the approval of Buyer.10.3 **Assignment; Parties in Interest**.(a) **Assignment**. Except as expressly provided herein, the rights andobligations of a party hereunder may not be assigned, transferred or encumbered without theprior written consent of the other party.(b) **Parties in Interest**. This Agreement shall be binding upon, inure to thebenefit of and be enforceable by the respective successors and permitted assigns of theparties hereto. Nothing contained herein shall be deemed to confer upon any other person anyright or remedy under or by reason of this Agreement.10.4 **Law Governing Agreement**. This Agreement shall be construed and interpretedaccording to the internal laws of the State of Arizona, excluding any choice of law rules that maydirect the application of the laws of another jurisdiction. The parties hereby stipulate that anyaction or other legal proceeding arising under or in connection with this Agreement may becommenced and prosecuted in its entirety in the federal or state courts having jurisdiction in theState of Arizona, each party hereby submitting to the personal jurisdiction thereof, and theparties agree not to raise the objection that such courts are not a convenient forum. Process andpleadings mailed to a party at the address provided in Section 10.6 shall be deemed properly servedand accepted for all purposes.10.5 **Amendment and Modification**. Buyer and Seller may amend, modify and supplementthis Agreement in such manner as may be agreed upon by them in writing.10.6 **Notice**. All notices, requests, demands and other communications hereunder shallbe given in writing and shall be: (a) personally delivered; (b) sent by telecopier, facsimiletransmission or other electronic means of transmitting written documents; or (c) sent to theparties at their respective addresses indicated herein by registered or certified U.S. mail, returnreceipt requested and postage prepaid, or by private overnight mail courier service. The respectiveaddresses to be used for all such notices, demands or requests are as follows:(a) If to Buyer, to:   Dan BachusGrand Canyon Education, Inc.3300 West Camelback RoadPhoenix, Arizona 85017Facsimile: (602) 589-2510
 
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or to such other person or address as Buyer shall furnish to Seller in writing.(b) If to Seller, to:   Gail RichardsonMind Streams, L.L.C.7227 North 16th Street, Suite 190Phoenix, Arizona 85820Facsimile: (602) 906- 6098or to such other person or address as Seller shall furnish to Buyer in writing.If personally delivered, such communication shall be deemed delivered upon actual receipt; ifelectronically transmitted pursuant to this Section, such communication shall be deemed deliveredthe next business day after transmission (and sender shall bear the burden of proof of delivery);if sent by overnight courier pursuant to this Section, such communication shall be deemed deliveredupon receipt; and if sent by U.S. mail pursuant to this Section, such communication shall be deemeddelivered as of the date of delivery indicated on the receipt issued by the relevant postalservice, or, if the addressee fails or refuses to accept delivery, as of the date of such failureor refusal. Any party to this Agreement may change its address for the purposes of this Agreementby giving notice thereof in accordance with this Section.10.7 **Expenses**. Each of the parties shall bear its own expenses and the expenses ofits counsel and other agents in connection with the transactions contemplated hereby. Seller shallpay all applicable sales, use and similar transfer taxes relating to the sale of the PurchasedAssets hereunder.10.8 **Entire Agreement**. This instrument embodies the entire agreement between theparties hereto with respect to the transactions contemplated herein, and there have been and are noagreements, representations or warranties between the parties other than those set forth orprovided for herein.10.9 **Counterparts**. This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the sameinstrument.10.10 **Headings**. The headings in this Agreement are inserted for convenience only andshall not constitute a part hereof.10.11 **Singular and Plural in Definition**. Where any group or category of items ormatters is defined collectively in the plural number, any item or matter within such definition maybe referred to using such defined term in the singular number.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 
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**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date and year firstabove written.      **GRAND CANYON EDUCATION, INC.**