Exhibit 10.1




 



 


 





 


 


BY E-MAIL







December 8, 2016
















International Value Advisers, LLC

717 5th Avenue, 10th Floor

 New York, New York 10022







Attn:          Michael Malafronte


michael.malafronte@ivafunds.com







Shanda Scibilia


shanda.scibilia@ivafunds.com













		    Re:	
   Invitation for Michael Malafronte to Complete 2016-2017 Term as a DeVry Education Group Inc. Director and Conditional Partial Waiver

















Dear Michael and Shanda:







Reference is made to Section 1(f) of that certain Support Agreement, dated June 29, 2016 (the “Support Agreement”), by and among persons affiliated with International Value Advisers, LLC described therein, DeVry Education Group Inc. (“DeVry Group”) and Michael Malafronte and that certain letter of Irrevocable Resignation of even date from Michael Malafronte (the “Resignation Letter”) delivered to DeVry Group in connection therewith.  Capitalized but not defined terms shall have the meanings set forth in the Support Agreement.







As discussed, under the terms of Section 1(f) of the Support Agreement and the Resignation Letter, Michael Malafronte’s resignation from the board of directors of DeVry Group (the “Board”) would become effective in the event “IVA, together with all of the IVA Affiliates, ceases collectively to beneficially own or have other ownership interest in aggregate Net Long Positions of at least 10% of the outstanding shares of Common Stock” (the aforementioned clause being the “10% Threshold Condition”).  The Board has valued and appreciated Michael Malafronte’s contributions as a director and hereby extends an invitation for Mr. Malafronte to remain a member of the Board for the duration of the term ending at the 2017 Annual Meeting of Shareholders (the “2016-2017 Term”) in the event the 10% Threshold Condition would otherwise be satisfied.







If Mr. Malafronte wishes to continue his service on the DeVry Group Board during the 2016-2017 Term, please sign this letter below and return a .pdf copy to Gregory S. Davis at gsdavis@devrygroup.com.  Upon receipt of a countersigned version of this letter, DeVry Group hereby waives its rights under the 10% Threshold Condition and, accordingly, the Resignation Letter shall not become effective in the event the 10% Threshold Condition is otherwise satisfied.


 




  DeVry Education Group  ●  3005 Highland Parkway ●  Downers Grove, IL 60515  ●  630.515.7700  ●  devryeducationgroup.com


 


 











 





 


 


 


If you have any questions, please contact me or Gregory S. Davis at 630-515-3135.







 



	
 

	Best regards,
	
 

	 	
 


	
 

	DEVRY EDUCATION GROUP INC.
	
 

	 	
 


	
 

	 	
 


	
 

	By: 	
 /s/ Christopher Begley 


	
 

	 	
Chair of the Board of


	
 

	 	
Directors







 


 


 



	
CC:

	
Murray A. Indick 

	
 


	
 

	
Morrison & Foerster LLP 

	
 


	
 

	
mindick@mofo.com 

	
 


	
 

	 	
 


	
 

	 	
 


	
Agreed and Acknowledged this 8th day of 

	
 


	
December, 2016 

	
 


	
 

	 	
 


	
 

	 	
 


	
By:

	
/s/ Michael Malafronte

	
 


	
 

	
Michael Malafronte

	
 


	
 

	 	
 


	
 

	 	
 


	
INTERNATIONAL VALUE ADVISERS, LLC

	
 


	
 

	 	
 


	 	 	 
	
By: 

	
/s/ Michael Malafronte

	 
	 	
Michael Malafronte 

	 
	 	
Managing Partner 

	 







  


 




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