Exhibit 10.1





Exhibit 10.1




PURCHASE AND SALE AGREEMENT




THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of
April 27, 2009, by and among (i) SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company
(“SMF”), and SPIRIT MANAGEMENT COMPANY, a Delaware corporation (“SMC”) (references
herein to “Seller” hereunder shall be deemed to be references to SMF and/or SMC as applicable), on
the one hand, and (ii) GRAND CANYON EDUCATION, INC., a Delaware corporation and the
successor-in-interest to Significant Education, LLC, a Delaware limited liability company
(“Purchaser”), on the other hand. Except as otherwise expressly defined herein,
capitalized terms will have the meanings set forth on Exhibit A attached hereto and
incorporated herein by this reference.



Recitals




WHEREAS, Purchaser is a regionally accredited provider of postsecondary education services,
which it offers online and at the Property (as defined below);



WHEREAS, SMF is the owner of the Property and leases the Property to the Purchaser pursuant to
the Lease;



WHEREAS, SMC is the record and beneficial owner of 909,348 shares of Purchaser’s common stock,
par value $0.01 per share (the “Shares”), which Purchaser has the right to acquire at any
time on or prior to November 18, 2011 for an aggregate purchase price of $16,000,000, and which SMC
may not transfer prior to such date; and



WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser,
the Property and the Shares upon the terms and conditions set forth herein.



NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby mutually covenant and agree as follows:



ARTICLE I




PURCHASE OF PROPERTY AND SHARES




Section 1.01. Agreement To Purchase. Purchaser agrees to purchase, and Seller agrees to
sell, in accordance with the terms, conditions and stipulations set forth in this Agreement (the
“Transaction”):




(a) all of SMF’s right, title and interest in and to (i) the real property as more
particularly described on Exhibit B attached hereto, and any and all improvements
thereon and appurtenances thereto (collectively, the “Real Property”); (ii) the
furniture, furnishings and fixtures affixed thereto, if any; (iii) all plans and
specifications, engineering plans and studies, and floor plans and landscape plans
pertaining to the Real Property in Seller’s possession or under its control; (iv) all
mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated
to the Real Property; (v) all


 


 









 






appurtenances,
easements, licenses, privileges and other property interests belonging
or appurtenant to the Real Property; (vi) any roads, streets and ways, public and private,
serving the Real Property (including without limitation, all rights to develop the Real
Property granted by Governmental Authorities having jurisdiction over the Real Property);
and (vii) all other property interests belonging or appurtenant to the Real Property (all of
the foregoing items in clauses (i) through (vii) above, now or hereafter existing,
collectively, the “Property”); provided, that notwithstanding any provision
contained in this Agreement, expressly excluded from the definition of “Property” are the
following items: personal property, appliances, furniture and equipment owned by Tenant or
owned or leased from third parties by the Tenant in possession of the Property pursuant to
the Lease from time to time situated on or used in connection with the Property; and




(b) all of SMC’s right, title and interest in and to the Shares.



Section 1.02. Purchase Price. The purchase price to be paid by Purchaser to Seller for the
Property and the Shares is Fifty Million and 00/100 Dollars ($50,000,000) (the “Purchase
Price”). The Purchase Price, with such adjustments as may be reflected on the closing
settlement statements referenced in Sections 5.01(a)(iv) and 5.02(a)(iv), shall be paid on the
Closing Date by wire transfer of immediately available federal funds to an account designated in
writing by Seller.



Section 1.03. Prorations. All taxes, insurance, utilities and maintenance expenses relating
to the Property for the year of Closing shall be prorated as of the Closing Date and Seller’s
portion thereof shall be paid by the Tenant, to the extent that such expenses are obligations of
the Tenant pursuant to the Lease. All rents paid in advance or payable pursuant to the Lease shall
be prorated as of the Closing Date and shall be paid by Purchaser to Seller or by Seller to
Purchaser, as applicable, at Closing.



Section 1.04. Condition of Property. Seller and Purchaser understand and agree that, except
as expressly provided by the terms of this Agreement, Purchaser’s purchase of the Property and
other rights to be conveyed, sold, transferred and/or assigned pursuant to this Agreement shall be
on an “AS IS” “WHERE IS” physical basis, “WITH ALL FAULTS,” without representation or warranty,
express or implied, with regard to physical condition, including without limitation, any latent or
patent defects, conditions of soils or groundwater, existence or nonexistence of hazardous
materials, quality of construction, workmanship, merchantability or fitness for any particular
purpose as to the physical measurements or useable space thereof. Purchaser hereby acknowledges
that Purchaser occupied the Property prior to Seller’s acquisition thereof; Purchaser has continued
to occupy and operate its business on the Property since Seller’s acquisition thereof; Purchaser
has inspected or will inspect the Property to Purchaser’s satisfaction; and Seller does not plan to
conduct its own inspection and shall not be liable for any latent or patent defects in the
Property. Purchaser acknowledges that, except as expressly set forth in this Agreement, neither
Seller nor any representative or agent of Seller has made any representation or warranty as to any
of the following: (a) the physical or environmental condition (including surface and subsurface
conditions), state of repair, income, expenses, operations of the



 


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Property and surrounding
property; (b) the assignability, assumability, transferability or validity of any licenses,
permits, government approvals, warranties or guaranties relating to the Property or the use and operation thereof; (c) the
accuracy or completeness of any information provided by Seller with respect to the Property; (d)
compliance or noncompliance with local, state or federal statutes, ordinances, orders or
regulations concerning the Property or the use thereof; (e) prior or current operations conducted
on the Property; (f) the operation of any business conducted at the Property; or (g) any matter or
thing affecting or relating to the Property, the Lease or this Agreement not expressly set forth in
this Agreement. Purchaser has not been induced by and has not relied upon any statement,
representation or agreement, whether express or implied, not specifically set forth in this
Agreement. Except as expressly set forth in this Agreement or any other Transaction Document,
Seller shall not be liable or bound in any manner by any oral or written statement, agreement or
information pertaining to the Property, the Tenant, the Lease or this Agreement furnished by any
agent, employee or other Person.



Section 1.05. Purchaser’s Financing Contingency. At or prior to the Closing, Purchaser shall
have obtained a market rate loan for this Transaction in the amount of not less than Twenty Five
Million and 00/100 Dollars ($25,000,000) on terms acceptable to Purchaser, in its sole and absolute
discretion (the “Loan”), which Loan may be secured by the Property and other assets of
Purchaser. If Purchaser notifies Seller prior to the Closing that Purchaser is unable to obtain
the Loan at or prior to the Closing, this Agreement shall terminate, in which event neither
Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as
otherwise provided herein.



Section 1.06. Lease. The parties acknowledge that the Property is currently leased to
Purchaser as Tenant under the Lease, and Seller and Purchaser hereby agree that they shall enter
into, on or before the Closing Date, an unconditional and irrevocable termination of the Lease (the
“Lease Termination”) whereupon, effective upon Closing and except in Tenant’s capacity as
Purchaser under this Agreement and except for those provisions in the Lease that are to survive
termination of the Lease, Tenant shall have no right, title or interest in or to the Property or
any part thereof.



Section 1.07. Amendment to Lockup Restriction; Transfer Instructions. Purchaser currently
has the right to acquire the Shares from SMC at any time prior to November 18, 2011, and the Shares
are subject to a lock-up restriction that restricts SMC’s ability to transfer the Shares prior to
such date (the “Lock-Up Restriction”). On or before the Closing Date, Purchaser and Seller
shall provide written instructions to Computershare Trust Company, N.A., as transfer agent of
Purchaser (“Transfer Agent”), substantially in the form of Exhibit E attached
hereto and incorporated herein (“Transfer Instructions”), directing the Transfer Agent,
effective upon the Closing Date, to change the termination date of the Lock-Up Restriction from
November 18, 2011 to the Closing Date and to transfer the Shares to Purchaser in accordance with
the Transfer Instructions.


 


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ARTICLE II




DUE DILIGENCE IN RESPECT OF THE PROPERTY





Section 2.01. Title Insurance.




(a) Title Commitment and Title Policy. Purchaser has ordered an owner’s title
insurance commitment (“Title Commitment”) with respect to the Property issued by the
Title Company, for an owner’s ALTA extended coverage title insurance policy (the “Title
Policy”) in the amount of the Purchase Price, and a copy of the Title Commitment and
copies of the Schedule B-2 exceptions have been delivered to Purchaser.




(b) Title Company. The Title Company is hereby employed by the parties to act as
escrow agent in connection with the Transaction. This Agreement shall be used as
instructions to the Title Company, as escrow agent, which may provide its standard
conditions of acceptance of escrow; provided, however, that in the event of any
inconsistency between such standard conditions of acceptance and the terms of this
Agreement, the terms of this Agreement shall prevail. The Title Company’s receipt of this
Agreement and the opening of an escrow pursuant to this Agreement shall be deemed to
constitute conclusive evidence of the Title Company’s agreement to be bound by the terms and
conditions of this Agreement pertaining to the Title Company.




(c) Title Company Actions. The Title Company is authorized to pay, from any funds held
by it for each party’s respective credit and in accordance with the closing statements
executed by both parties, all amounts set forth on the closing statements as necessary to
procure the delivery of any documents and to pay, on behalf of Purchaser and Seller, all
charges and obligations payable by them, respectively, in connection with the Transaction.
Seller and Purchaser will pay all charges payable by them to the Title Company. The Title
Company shall not cause the consummation of the Transaction unless and until it has received
written instructions from Seller and Purchaser to do so. The Title Company is authorized,
in the event any conflicting demand is made upon it concerning these instructions or the
escrow, at its election, to hold any documents and/or funds deposited hereunder until an
action shall be brought in a court of competent jurisdiction to determine the rights of
Seller and Purchaser or to interplead such documents and/or funds in an action brought in
any such court. Deposit by the Title Company of such documents and funds, after deducting
therefrom its reasonable expenses and attorneys’ fees incurred in connection with any such
court action, shall relieve the Title Company of all further liability and responsibility
for such documents and funds.




(d) Permitted Title Encumbrances. Purchaser has approved the exceptions set forth in
the Title Commitment that are set forth on Exhibit C attached hereto and each of
Seller and Purchaser agrees that it shall take such actions as are necessary to enable the
Title Company to issue the Title Policy subject only to the Permitted Encumbrances.


 


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Section 2.02. Seller Documents. Seller has delivered to Purchaser, with respect to the
Property, all of the following items, to the extent that such items are in Seller’s possession or
under its control (collectively, the “Seller Documents”):




(a) survey or site plan related to the Property (the “Survey”);




(b) every environmental report relating to the Property (the “Environmental
Report”) and any other third party diligence reports relating to the Property;




(c) “as-built” plans and specifications for improvements on the Property;




(d) a certificate of occupancy for the Property;




(e) copies of any existing leases, if any, between Seller and tenants of the Property
other than the Lease;




(f) all drawings, plans, specifications and all engineering reports for and relating to
the Property; and




(g) any other document related to the Property that is reasonably requested by
Purchaser, either prior to or after Closing.



Except as expressly set forth in this Agreement, Seller makes no representation or warranty
regarding the Seller Documents, or any other materials relating to the Property delivered to
Purchaser.



Section 2.03. Survey. Purchaser may order an update to the Survey (or a new survey) if
required by the Title Company or otherwise required by Purchaser in connection with the Loan.



Section 2.04. Environmental. Purchaser may, at its sole cost and expense, order an update to
the Environmental Report or a new Phase I environmental assessment report, if deemed necessary by
Purchaser in its sole discretion.



Section 2.05. Inspections. Purchaser has performed whatever investigations, tests and
inspections upon the Property that Purchaser deemed appropriate (collectively, the
“Inspections”) prior to the Closing Date. Purchaser hereby waives any objections based
upon the Inspections.



ARTICLE III




CLOSING




Section 3.01. Closing Date. Subject to the provisions of Article V of this Agreement, the
closing date of the Transaction (the “Closing”) shall occur on or before April 30, 2009
(the “Closing Date”).


 


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Section 3.02. Actions Relating to the Transaction. On or before the Closing Date or as
otherwise mutually agreed upon by Seller and Purchaser:




(a) the parties shall deposit with the Title Company and the Transfer Agent, as
applicable, all documents (including without limitation, the executed Transaction Documents)
necessary to comply with the parties’ respective obligations with respect to the Transaction
contemplated hereunder;




(b) Purchaser shall deposit the Purchase Price and the parties shall deposit any other
funds required hereunder with the Title Company, in a timely manner to permit the
consummation of the Transaction on the Closing Date; and




(c) (i) possession of the Property, free and clear of all tenants or other parties in
possession, except for Purchaser as Tenant, and any subtenants of Tenant, and (ii) ownership
of the Shares, free and clear of all liens and encumbrances, shall be delivered to
Purchaser.



Section 3.03. Transaction Costs. Except as otherwise expressly set forth in this Agreement,
all costs associated with the Transaction, including without limitation, updates (if any) of the
Survey, the cost of the premium related to the Title Policy and all reasonable endorsements
thereto, recording fees, transfer taxes and all closing and escrow costs, shall be shared one-half
by Purchaser and one-half by Seller; provided, however, that notwithstanding the foregoing, each
party shall bear its own attorneys’ fees and costs in connection with the Transaction, and
Purchaser shall bear all costs associated with its procurement of the Loan, including without
limitation, any endorsements to any lender’s title insurance policy, and the fees, if any, charged
by the Transfer Agent in connection with the transfer of the Shares to Purchaser.



ARTICLE IV




REPRESENTATIONS WARRANTIES AND COVENANTS




Section 4.01. Seller. Seller represents and warrants to, and covenants with, Purchaser as
follows:




(a) Organization and Authority. Seller is duly organized or formed, validly existing
and in good standing under the laws of its state of formation. Seller has all requisite
power and authority to execute, deliver and perform its obligations under this Agreement and
all of the other Transaction Documents, and to carry out the Transaction. The Person who
has executed this Agreement on behalf of Seller has been duly authorized to do so.




(b) Enforceability of Documents. Upon execution by Seller, this Agreement and the
other Transaction Documents shall constitute the legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with their respective terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
arrangement, moratorium, or other similar laws relating to or affecting the rights of
creditors generally, or by general equitable principles.


 


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(c) No Other Agreements and Options. Except as set forth in the Lease, Seller has made
no commitment, obligation, or agreement, including, without limitation, any right of first
refusal, option to purchase or lease granted to a third party, which could prevent Seller
from completing or impair Seller’s ability to complete the sale of the Property under this
Agreement, or which would bind Purchaser subsequent to consummation of the Transaction.




(d) No Violations. The authorization, execution, delivery and performance of this
Agreement and the other Transaction Documents will not (i) violate any provisions of the
organizational documents of Seller, (ii) result in a violation of or a conflict with, or
constitute a default (or an event which, with or without due notice or lapse of time, or
both, would constitute a default) under any other document, instrument or agreement to which
Seller is a party or by which Seller, the Property or any of the property of Seller is
subject or bound, (iii) result in the creation or imposition of any lien, restriction,
charge or limitation of any kind, upon the Property or the Shares, or (iv) to Seller’s
actual knowledge, without inquiry, violate any applicable law, statute, regulation, rule,
ordinance, code, rule or order of any court or Governmental Authority.




(e) Consents and Approvals. No consent, approval, waiver, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental Authority,
and no consent, approval, waiver or other similar authorization of any other Person, is
required to be obtained by or on behalf of Seller as a result of, or in connection with, or
as a condition of the lawful execution, delivery and performance of this Agreement or the
consummation of the Transaction contemplated hereby.




(f) Compliance. Except as may be contained in any Seller Document delivered to
Purchaser, Seller has not received notification from any Governmental Authority or other
third party that the Property or the condition or use thereof is in violation of (i) any
applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and
approvals of any Governmental Authority having jurisdiction over the Property, (ii) any
restrictions, covenants and encumbrances of record with respect to the Property, or (iii)
any agreements, contracts, insurance policies and conditions applicable to the Property or
the ownership, operation, use or possession thereof.




(g) Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.
Without in any way limiting the provisions of Section 4.01(f), Seller is not currently
identified on the OFAC List, and is not a Person with whom a citizen of the United States is
prohibited from engaging in transactions by any trade embargo, economic sanction, or other
prohibition of United States law or regulation.




(h) Litigation. Seller has not received notification from any Governmental Authority
or third party of any legal, administrative, arbitration or other proceeding, claim or
action pending or involving or, to Seller’s actual knowledge without inquiry, threatened
against or with respect to the Property before any Governmental Authority.


 


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(i) Title to Property. Title to the Property is vested in Seller. Upon Closing, title
to the Property shall be vested in Purchaser or its nominee or assigns (if any), free and
clear of all liens, restrictions, encroachments and easements, except for the Permitted
Encumbrances.




(j) Title to Shares. Seller is the sole record and beneficial owner of the Shares; and
except for the Lock-Up Restriction, (i) Seller has good and valid title to the Shares, free
and clear of all liens or encumbrances, and free and clear of any rights and restrictions of
any nature other than those imposed by applicable federal and state securities laws ; and
(ii) Seller is not bound by any contract, agreement, arrangement, commitment or
understanding (written or oral) with, and has not granted any option, right or other
interest to, any Person with respect to the Shares. Seller will transfer to Purchaser legal
and beneficial ownership, and good and valid title, to the Shares, free and clear of all
liens and encumbrances.




(k) Condemnation; Blighted Areas; Wetlands. Seller has not received notification from
any Governmental Authority or third party of any pending or contemplated (i) condemnation or
eminent domain proceedings affecting the Property, (ii) declaration of the Property being
located in a blighted area, or (iii) designation of the Property as wetlands.




(l) Environmental. Except as may be contained in an Environmental Report, Seller has
not received any written or oral notice or other communication regarding the Property from
any Person (including but not limited to a Governmental Authority) relating to (i) Hazardous
Materials, Regulated Substances or underground storage tanks, or remediation thereof, (ii)
the possible liability of any Person pursuant to any Hazardous Materials Law, (iii) other
environmental conditions in connection with the Property, or (iv) any actual or potential
administrative or judicial proceedings in connection with any of the foregoing.




(m) Securities Law Matters.




(i) Seller is an institutional “accredited investor” as defined in Rule 501
under the Securities Act of 1933, as amended.




(ii) The decision to sell the Shares as part of the Transaction has been made
by Seller, and Seller confirms that it has undertaken an independent analysis of the
merits and risks of a sale of the Shares, based on Seller’s own financial
circumstances.




(iii) Seller has had the opportunity to review publicly available information
regarding Purchaser and to ask questions of, and receive answers from, Purchaser
concerning such information (it being understood that Seller has neither requested
nor received material, non-public information from Purchaser).


 


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(iv) In making a decision to sell the Shares, Seller has not received or relied
on any communication, investment advice, or recommendation from Purchaser.



All representations, warranties and covenants of Seller made in this Agreement, except as
otherwise expressly set forth herein, shall survive for one (1) year following Closing.



Section 4.02. Purchaser. Purchaser represents and warrants to, and covenants with, Seller as
follows:




(a) Organization and Authority. Purchaser is duly organized and formed, validly
existing and in good standing under the laws of its state of formation. Purchaser has all
requisite power and authority to execute, deliver and perform its obligations under this
Agreement and all of the other Transaction Documents and to carry out the Transaction. The
Person who has executed this Agreement on behalf of Purchaser has been duly authorized to do
so.




(b) Enforceability of Documents. Upon execution by Purchaser, this Agreement and the
other Transaction Documents shall constitute the legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with their respective terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium, or other similar laws relating to or affecting the rights of creditors
generally, or by general equitable principles.




(c) Litigation. There are no actions or proceedings pending against or involving
Purchaser before any Governmental Authority which in any way adversely affect or may
adversely affect Purchaser or Purchaser’s ability to perform under this Agreement and the
other Transaction Documents.




(d) OFAC List. Purchaser is not currently identified on the OFAC List, and is not a
Person with whom a citizen of the United States is prohibited from engaging in transactions
by any trade embargo, economic sanction, or other prohibition of United States law,
regulation, or executive order of the President of the United States.




(e) Bankruptcy Petition. Purchaser hereby agrees that it shall not institute against,
or join any other Person in instituting against, Seller, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal
or state bankruptcy or similar law. The provisions of this Section shall survive Closing or
termination of this Agreement.




(f) Consents and Approvals. No consent, approval, waiver, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental Authority,
and no consent, approval, waiver or other similar authorization of any other Person, is
required to be obtained by or on behalf of Purchaser as a result of, or in connection with,
or as a condition of the lawful execution, delivery and performance of this Agreement or the
consummation of the Transaction contemplated hereby.


 


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All representations, warranties and covenants of Purchaser made in this Agreement, except as
otherwise expressly set forth herein, shall survive for one (1) year following Closing.



ARTICLE V




CONDITIONS PRECEDENT TO CLOSING




Section 5.01. Purchaser’s Conditions to Closing. Purchaser shall not be obligated to effect
the Closing until the fulfillment (or written waiver by Purchaser) of all of the following
conditions:




(a) Seller shall have delivered to the Title Company each of the following items:




(i) fully executed Deed, Lease Termination and all other Transaction Documents;




(ii) a duly executed FIRPTA affidavit from Seller in the form attached hereto
as Exhibit D (“Non-Foreign Seller Certificate”);




(iii) other documents that may be required by the Title Company for issuance of
the Title Policy;




(iv) a closing settlement statement reflecting the credits, prorations, and
adjustments contemplated by or specifically provided for in this Agreement;




(v) all documents required to be delivered by this Agreement and the other
Transaction Documents with respect to the Property; and




(vi) such further documents as reasonably may be required in order to fully and
legally effect the Transaction.




(b) Purchaser shall have received the Title Commitment and the Title Company’s
irrevocable commitment to insure title by means of the Title Policy, in form and substance
acceptable to Purchaser.




(c) Purchaser’s lender shall have received from the Title Company an irrevocable
commitment to issue an ALTA lender’s policy of title insurance, in form and substance
acceptable to Purchaser’s lender.




(d) Purchaser’s lender shall have funded the Loan.




(e) The Transaction shall have been approved by Purchaser’s board of directors.




(f) The acceptance of the Transfer Instructions by Transfer Agent.


 


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Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, Purchaser
shall deposit the Purchase Price with the Title Company for payment to Seller and the Closing of
the Transaction shall occur in accordance with the terms and conditions of this Agreement. Unless
otherwise dated, all of the documents to be delivered at Closing shall be dated as of the Closing
Date.



Section 5.02. Seller’s Conditions Precedent to Closing. Seller shall not be obligated to
effect the Closing until the fulfillment (or written waiver by Seller) of all of the following
conditions:




(a) Purchaser shall have delivered to the Title Company each of the following items:




(i) the Purchase Price in immediately available federal funds;




(ii) fully executed Lease Termination and all other Transaction Documents;




(iii) other documents that may be required by the Title Company for issuance of
the Title Policy;




(iv) a closing settlement statement reflecting the credits, prorations, and
adjustments contemplated by or specifically provided for in this Agreement;




(v) all documents required to be delivered by this Agreement and the other
Transaction Documents with respect to the Property; and




(vi) such further documents as reasonably may be required in order to fully and
legally effect the Transaction.




(b) Seller shall have obtained all third party consents deemed necessary in Seller’s
sole discretion for the release of any Seller mortgage or other document (including any
securitization document) which encumbers the Property.




(c) The delivery of the Transfer Instructions by Purchaser and the acceptance thereof
by Transfer Agent.



ARTICLE VI




DEFAULTS; REMEDIES




Section 6.01. Default. Each of the following shall be deemed an event of default (each, an
“Event of Default”):




(a) if any representation or warranty of a party set forth in this Agreement or any
other Transaction Document is false in any material respect or if a party renders any false
statement; or


 


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(b) if a party fails to keep or perform any of the terms or provisions of this
Agreement or if any condition precedent is not satisfied by the other party.



Section 6.02. Purchaser Remedies. In the event of any Event of Default by Seller, Purchaser
shall be entitled to exercise any one or more of the following remedies:




(a) Purchaser may seek specific performance and/or injunctive relief with respect to
any covenants or agreements of Seller hereunder; and/or




(b) Purchaser may recover damages, including without limitation, Purchaser’s actual and
reasonable out-of-pocket costs related to this Agreement and the Transaction intended
hereunder.



Section 6.03. Seller Remedies. In the event of any Event of Default by Purchaser, Seller
shall be entitled to exercise any one or more of the following remedies:




(a) Seller may seek specific performance and/or injunctive relief with respect to any
covenants or agreements of Purchaser hereunder; and/or




(b) Seller may recover damages, including without limitation, Seller’s actual and
reasonable out-of-pocket costs related to this Agreement and the Transaction intended
hereunder.



Section 6.04. Waiver. Purchaser and Seller each hereby waive all other rights and remedies
not expressly provided for herein, whether in law or in equity, including, without limitation, any
right to seek rescission with respect to the transfer of, or assert any lien or other claim with
respect to, the Property.



ARTICLE VII




MISCELLANEOUS





Section 7.01. Risk of Loss.




(a) Condemnation. If, prior to Closing, action is initiated to take the Property, or
any portion thereof, by eminent domain proceedings or by deed in lieu thereof, Purchaser may
elect at or prior to Closing, to (i) terminate this Agreement, in which event neither
Purchaser nor Seller shall have any further duties or obligations under this Agreement,
except as otherwise provided herein, or (ii) proceed to close, in which event all of
Seller’s assignable right, title and interest in and to the award of the condemning
authority, to the extent that the amount of such award does not exceed the Purchase Price,
shall be assigned to Purchaser at Closing and there shall be no reduction in the Purchase
Price.


 


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(b) Casualty. Seller assumes all risks and liability for damage to or injury occurring
to the Property by fire, storm, accident, or any other casualty or cause until Closing has
been consummated. If the Property, or any part thereof, suffers any damage prior to Closing
from fire or other casualty, which Seller, at its sole option, does not elect
to repair, Purchaser may elect at or prior to Closing, to (i) terminate this Agreement,
in which event neither Purchaser nor Seller shall have any further duties or obligations
under this Agreement, except as otherwise provided herein; or (ii) consummate Closing, in
which event all of Seller’s right, title and interest in and to the proceeds of any
insurance covering such damage (less an amount equal to any expense and costs incurred by
Seller to repair or restore the Property and any portion paid or to be paid on account of
the loss of rents or other income from the Property for the period prior to the Closing
Date, all of which shall be payable to Seller), to the extent that the amount of such
insurance does not exceed the Purchase Price, shall be assigned to Purchaser at Closing.



Section 7.02. Notices. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and other instruments given pursuant to this Agreement
(collectively called “Notices”) shall be in writing and given by (a) hand delivery; (b)
express overnight delivery service; (c) certified or registered mail, return receipt requested; or
(d) electronic mail message, and shall be deemed to have been delivered upon (i) receipt, if hand
delivered; (ii) the next Business Day, if delivered by a reputable express overnight delivery
service; (iii) the third Business Day following the day of deposit of such notice with the United
States Postal Service, if sent by certified or registered mail, return receipt requested; or (iv)
transmission. Notices shall be provided to the parties and addresses (or facsimile numbers, as
applicable) specified below:



	 	 	 	 	 
	 

	 	If to Purchaser:
	 	Grand Canyon Education, Inc.
	 

	 	 	 	3300 West Camelback Road
	 

	 	 	 	Phoenix, AZ 85017
	 

	 	 	 	Attention: Daniel E. Bachus, Chief Financial Officer
	 

	 	 	 	Telephone: (602) 639-6648
	 

	 	 	 	Facsimile: (602) 639-7846
	 

	 	 	 	E-Mail: dbachus@gcu.edu
	 
	 	 	 	 
	 

	 	With a copy To:
	 	Grand Canyon Education, Inc.
	 

	 	 	 	3300 West Camelback Road
	 

	 	 	 	Phoenix, AZ 85017
	 

	 	 	 	Attention: Christopher C. Richardson, General Counsel
	 

	 	 	 	Telephone: (602) 639-6820
	 

	 	 	 	Facsimile: (602) 639-7846
	 

	 	 	 	E-Mail: crichardson@gcu.edu
	 
	 	 	 	 
	 

	 	and	 	DLA Piper LLP (US)
	 

	 	 	 	2525 East Camelback Road Suite 1000
	 

	 	 	 	Phoenix, AZ 85016-4232
	 

	 	 	 	Attention: David P. Lewis
	 

	 	 	 	Telephone: (480) 606-5126
	 

	 	 	 	Facsimile: (480) 606-5526
	 

	 	 	 	E-Mail:
david.lewis@dlapiper.com






 


13









 





	 	 	 	 	 
	 

	 	If to Seller:
	 	Spirit Master Funding, LLC
	 

	 	 	 	14631 North Scottsdale Road, Suite 200
	 

	 	 	 	Scottsdale, AZ 85254-2711
	 

	 	 	 	Attention: Mr. Gregg Seibert
	 

	 	 	 	Telephone: (480) 606-0820
	 

	 	 	 	Facsimile: (480) 606-0826
	 

	 	 	 	E-Mail:
gseibert@spiritfinance.com
	 
	 	 	 	 
	 

	 	 	 	Spirit Management Company
	 

	 	 	 	14631 North Scottsdale Road, Suite 200
	 

	 	 	 	Scottsdale, AZ 85254-2711
	 

	 	 	 	Attention: Mr. Gregg Seibert
	 

	 	 	 	Telephone: (480) 606-0820
	 

	 	 	 	Facsimile: (480) 606-0826
	 

	 	 	 	E-Mail:
gseibert@spiritfinance.com
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Kutak Rock LLP
	 

	 	 	 	1801 California Street, Suite 3100
	 

	 	 	 	Denver, CO 80202
	 

	 	 	 	Attention: Peggy A. Richter
	 

	 	 	 	Telephone: (303) 297-2400
	 

	 	 	 	Facsimile: (303) 292-7799
	 

	 	 	 	E-Mail:
peggy.richter@kutakrock.com






or to such other address or such other Person as either party may from time to time hereafter
specify to the other party in a notice delivered in the manner provided above. Whenever in this
Agreement the giving of Notice is required, the giving thereof may be waived in writing at any time
by the Person or Persons entitled to receive such Notice.



Section 7.03. Assignment. Neither Seller nor Purchaser may assign its respective rights and
interests under this Agreement in whole or in part without the prior written consent of the other
party; provided, that so long as written notice thereof is provided to all other parties hereto,
either Seller or Purchaser may (in whole or in part) assign its respective rights and interests
under this Agreement to any lender in connection with the Loan or any other financing provided to
Seller or Purchaser or their respective Affiliates from time to time. No assignment of a party’s
respective rights and interests under this Agreement shall relieve such party of any liability for
the performance of any obligation of such party contained herein.




Section 7.04. Indemnity. Intentionally deleted.




Section 7.05. Release.




(a) Expressly excluding any Losses or claims (i) related to all provisions of the Lease
which are to survive the expiration or termination of the Lease, which provisions shall
remain in full force and effect and shall not be subject to this Section 7.05(a), and (ii)
arising under or related to this Agreement, which shall not be subject to this Section
7.05(a) and are expressly excluded herefrom, each party hereby releases the
other party from all Losses and claims of whatever nature, whether known or unknown,
which such party now has, or in the future may have with respect to the Property, the Lease
and the Tenant.


 


14









 






(b) Effective as of the Closing Date, Seller hereby fully and forever releases and
discharges Purchaser and its directors, officers, stockholders, agents, representatives,
affiliates, and each person who controls any of them within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended (each, a “Released Party”) of and any and all claims, accusations, demands,
liabilities, obligations, responsibilities, suits, actions and causes of action, whether
liquidated or unliquidated, fixed or contingent, known or unknown, or otherwise, that Seller
ever had, now has, or may hereafter have or claim to have against the Released Parties, in
each case, arising out of, relating to, or otherwise connected with the Shares or Seller’s
ownership of the Shares; provided, however, that notwithstanding the foregoing, Seller
retains all of its rights under this Agreement.




(c) Each party hereto agrees that, to the fullest extent permitted by law, it will not
prosecute, nor allow to be prosecuted on its behalf, in any administrative agency, whether
state or federal, or in any court, whether state or federal, any claim or demand of any type
related to the matters released in this Section 7.05.



Section 7.06. Brokerage Commission. Each of the parties represents and warrants to the other
that it has not dealt with, negotiated through or communicated with any broker, finder or
intermediary for or on account of or in connection with this Transaction. Each party shall
indemnify, defend and hold harmless each other party from and against any and all claims, loss,
costs and expenses, including reasonable attorneys’ fees, resulting from any claims that may be
made against such party by any other broker, finder or intermediary claiming a commission or fee
by, through or under the other party. The parties’ respective obligations under this Section 7.06
shall survive Closing or termination of this Agreement.



Section 7.07. Reporting Requirements. The parties agree to comply with any and all reporting
requirements applicable to the Transaction which are set forth in any law, statute, ordinance,
rule, regulation, order or determination of any Governmental Authority, and further agree upon
request, to furnish the other party with evidence of such compliance.



Section 7.08. Disclosure. Except as expressly provided in Section 7.07, in this Section 7.08
and by law or judicial action, neither Seller nor Purchaser will make any public disclosure of this
Agreement or the other Transaction Documents, the Transaction or the provisions of the Transaction
Documents without the prior written consent of the other party hereto. The parties also agree
that, notwithstanding any provision contained in this Agreement, any party (and each employee,
representative or other agent of any party) may disclose to any and all Persons, without limitation
of any kind, any matter required under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.



Section 7.09. Time is of the Essence. The parties hereto expressly agree that time is of the
essence with respect to this Agreement.


 


15









 





Section 7.10. Non-Business Days. If the Closing Date or the date for delivery of a notice or
performance of some other obligation of a party falls on a Saturday, Sunday or legal holiday in the
state in which any Property is located, then the Closing Date or such notice or performance shall
be postponed until the next Business Day.



Section 7.11. Waiver and Amendment. No provision of this Agreement shall be deemed waived or
amended except by a written instrument unambiguously setting forth the matter waived or amended and
signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any
matter shall not be deemed a waiver of the same or any other matter on any future occasion.



Section 7.12. Personal Liability. Notwithstanding anything to the contrary provided in this
Agreement, it is specifically understood and agreed, such agreement being a primary consideration
for the execution of this Agreement by the parties, that (a) there shall be absolutely no personal
liability on the part of any shareholder, director, officer, manager, member or employee of any
party with respect to any of the terms, covenants and conditions of this Agreement; (b) each party
(“First Party”) waives all claims, demands and causes of action against the shareholders,
directors, officers, managers, members or employees of the other party (“Second Party”) in
the event of any breach by the Second Party of any of the terms, covenants and conditions of this
Agreement to be performed by the Second Party; and (c) the First Party shall look solely to the
assets of the Second Party for the satisfaction of each and every remedy in the event of any breach
by the Second Party of any of the terms, covenants and conditions of this Agreement to be performed
by the Second Party, such exculpation of liability to be absolute and without any exception
whatsoever.



Section 7.13. Headings; Internal References. The headings of the various sections and
exhibits of this Agreement have been inserted for reference only and shall not to any extent have
the effect of modifying the express terms and provisions of this Agreement. Unless stated to the
contrary, any references to any section, subsection, exhibit and the like contained herein are to
the respective section, subsection, exhibit and the like of this Agreement.



Section 7.14. Construction Generally. This is an agreement between parties who are
experienced in sophisticated and complex matters similar to the Transaction and the other
Transaction Documents, is entered into by both parties in reliance upon the economic and legal
bargains contained herein and therein, and shall be interpreted and construed in a fair and
impartial manner without regard to such factors as the party which prepared the instrument, the
relative bargaining powers of the parties or the domicile of any party. Seller and Purchaser were
each represented by legal counsel competent in advising them of their obligations and liabilities
hereunder.



Section 7.15. Further Assurances. Each of the parties agrees, whenever and as often as
reasonably requested so to do by the other party or the Title Company, to execute, acknowledge, and
deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances,
assignments, confirmations, satisfactions, releases, instruments, or other documents as may be
necessary, expedient or proper, in order to complete any and all conveyances, transfers, sales and
assignments herein provided and to do any and all other acts
and to execute, acknowledge and deliver any and all documents as so requested in order to
carry out the intent and purpose of this Agreement.


 


16









 





Section 7.16. Attorneys’ Fees. In the event of any controversy, claim, dispute or proceeding
between the parties concerning this Agreement, the prevailing party shall be entitled to recover
all of its reasonable attorneys’ fees and other costs in addition to any other relief to which it
may be entitled.



Section 7.17. Entire Agreement. This Agreement, all other Transaction Documents, and all
other certificates, instruments or agreements to be delivered hereunder and thereunder constitute
the entire agreement between the parties with respect to the subject matter hereof, and there are
no other representations, warranties or agreements, written or oral, between Seller and Purchaser
with respect to the subject matter of this Agreement. Notwithstanding anything in this Agreement to
the contrary, upon the execution and delivery of this Agreement by Seller and Purchaser, (a) this
Agreement shall supersede any previous discussions, agreements, term sheets, letters of intent, or
commitment letters relating to the Transaction, including without limitation, any and all
agreements related to confidentiality, exclusivity, non-competition, non-solicitation of employees,
non-solicitation or pursuit of any business opportunity represented by the Transaction, or any
other term or condition which restricts any business activity of Seller or its Affiliates, (b) the
terms and conditions of this Agreement shall control notwithstanding that such terms are
inconsistent with or vary from those set forth in any of the foregoing agreements, and (c) this
Agreement may only be amended by a written agreement executed by Seller and Purchaser. The
provisions of this Section shall survive Closing.



Section 7.18. Recording. This Agreement shall not be recorded in any office of any
Governmental Authority; provided, that Purchaser may file this Agreement with the Securities and
Exchange Commission as required by law.



Section 7.19. Forum Selection; Jurisdiction; Venue; Choice of Law. For purposes of any
action or proceeding arising out of this Agreement, the parties hereto expressly submit to the
jurisdiction of all federal and state courts located in the State of Arizona, and consent that they
may be served with any process or paper by registered mail or by personal service within or without
the State of Arizona in accordance with applicable law. Nothing contained in this section shall
limit or restrict the right of Seller to commence any proceeding in the federal or state courts
located in the state or states in which the Property is located to the extent Seller deems such
proceeding necessary or advisable to exercise remedies available under this Agreement.



Section 7.20. Separability; Binding Effect; Governing Law. Each provision hereof shall be
valid and shall be enforceable to the extent not prohibited by law. If any provision hereof or the
application thereof to any Person or circumstance shall to any extent be invalid or unenforceable,
the remaining provisions hereof, or the application of such provision to Persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be affected thereby.
Subject to the provisions of Section 7.03, all provisions contained in this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the successors and assigns of each
party hereto, including, without limitation, any United States trustee, any debtor-in-possession or
any trustee appointed from a private panel, in each case to the same extent as if
each successor and assign were named as a party hereto. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Arizona, without giving effect to its
conflict of laws principles.


 


17









 





Section 7.21. Survival. Except for the conditions of Closing set forth in Article V, which
shall be satisfied or waived in writing as of the Closing Date, and except as otherwise expressly
set forth herein, all representations, warranties, agreements, obligations and indemnities of
Seller and Purchaser set forth in this Agreement shall survive Closing.



Section 7.22. Waiver of Jury Trial and Certain Damages. THE PARTIES HERETO SHALL AND THEY
HEREBY DO INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR ANY CLAIM OR INJURY OR DAMAGE
RELATED THERETO. THE PARTIES FURTHER WAIVE THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND
INDIRECT DAMAGES FROM THE OTHER PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT WITH
RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY DOCUMENT
CONTEMPLATED HEREIN OR RELATED HERETO.



Section 7.23. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, and all such counterparts shall be deemed to constitute one
and the same instrument. The parties agree that transmission of this Agreement by telecopy shall
be deemed a transmission of this Agreement for all purposes.



Section 7.24. IRC Section 1031 Exchange of Property. The parties agree that, with respect to
the Property, a party may elect to complete an Internal Revenue Code 1031 tax-deferred exchange
that will not affect the terms and conditions of this Agreement; provided, however, that (a) the
non-requesting party will cooperate with the requesting party to complete such exchange in a timely
manner on the conditions that the non-requesting party shall not be obligated to pay, suffer or
incur any additional expenses, liabilities or delays as a result of cooperating in the requesting
party’s exchange and the non-requesting party shall not be obligated to acquire any other real
property in connection with such exchange; (b) the non-requesting party shall not have any
liability to the requesting party for failure of the exchange to qualify under the Internal Revenue
Code and Treasury Regulations; (c) any assignment(s) made by the requesting party in connection
with such exchange shall not relieve the requesting party of its obligations under this Agreement;
(d) the requesting party shall cause all documentation necessary or appropriate in connection with
such exchange to be prepared and available for execution no later than the Closing Date; and (e)
the completion of one or more tax-deferred exchanges is not a condition to the performance
by the requesting party of its obligations set forth in this Agreement.



[Remainder of page intentionally left blank; signature page(s) to follow]



 


18









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the Closing Date.



	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	SPIRIT MASTER FUNDING, LLC, a 

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Spirit Finance Corporation,

a Maryland corporation, as Property Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Spirit Finance Capital Management, LLC, a

Delaware limited liability company, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael T. Bennett	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Printed Name: Michael T. Bennett	 	 
	 

	 	 	 	Tile: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SPIRIT MANAGEMENT COMPANY, a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael T. Bennett	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Printed Name: Michael T. Bennett	 	 
	 

	 	 	 	Tile: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	GRAND CANYON EDUCATION, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel E. Bachus	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Printed Name: Daniel E. Bachus	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






 


 









 





EXHIBIT A




DEFINED TERMS





The following terms shall have the following meanings for all purposes of this Agreement:



“Affiliate” or any derivation thereof, means any Person which directly or indirectly controls,
is under common control with, or is controlled by any other Person. For purposes of this
definition, “controls,” “under common control with” and “controlled by” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through ownership of voting securities or otherwise.




“Agreement” means this Purchase and Sale Agreement.



“Business Day” means a day on which banks located in Scottsdale, Arizona are not required or
authorized to remain closed.




“Closing” shall have the meaning set forth in Section 3.01.




“Closing Date” means the date specified as the closing date in Section 3.01.



“Deed” means that special warranty deed (or its equivalent under the laws of the State of
Arizona) whereby Seller conveys to Purchaser all of Seller’s right, title and interest in and to
the Property.




“Environmental Report” has the meaning set forth in Section 2.02(b).




“Event of Default” has the meaning set forth in Section 6.01.




“First Party” has the meaning set forth in Section 7.12.



“Governmental Authority” means the United States of America, any state, local or other
political subdivision thereof, any other entity exercising executive, judicial, regulatory or
administrative functions of or pertaining to government and any corporation or other entity owned
or controlled (through stock or capital ownership or otherwise) by any of the foregoing.



“Hazardous Materials” includes: (a) oil, petroleum products, flammable substances, explosives,
radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other
materials, contaminants or pollutants which pose a hazard to the Property or to Persons on or about
the Property, cause the Property to be in violation of any local, state or federal law or
regulation (including without limitation, any Hazardous Materials Law), or are defined as or
included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”,
“toxic substances”, “contaminants”, “pollutants”, or words of similar import under any applicable
local, state or federal law or under the regulations adopted, orders issued, or publications
promulgated pursuant thereto, including, but not limited to: (i) the Comprehensive Environmental
Response, Compensation and


 


 









 





Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801,
et seq.; (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq.;
and (iv) regulations adopted and publications promulgated pursuant to the aforesaid laws; (b)
asbestos in any form which is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment which contain dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty (50) parts per million; (c) underground storage tanks; and (d) any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by any
governmental authority or which may or could pose a hazard to the health and safety of the
occupants of the Property or the owners and/or occupants of any adjoining property.



“Hazardous Materials Laws” includes any and all federal, state and local laws, rules,
regulations, statutes, and requirements pertaining or relating to the environmental condition of
the Property or to Hazardous Materials.




“Inspections” has the meaning set forth in Section 2.05.



“Lease” means that certain Lease Agreement dated June 28, 2004, between Spirit Master Funding,
LLC, a Delaware limited liability company, as successor-in-interest to Spirit Finance Acquisitions,
LLC, a Delaware limited liability company, as landlord, and Tenant, together with all amendments,
modifications and guaranties relating thereto.




“Lease Termination” has the meaning set forth in Section 1.06.




“Loan” has the meaning set forth in Section 1.05.




“Lock-Up Restriction” has the meaning set forth in Section 1.07.



“Losses” means any and all claims, lawsuits, suits, liabilities (including, without
limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs,
expenses, diminutions in value, fines, interest, penalties, interest, charges, fees, expenses,
judgments, decrees, awards, amounts paid in settlement and damages of whatever kind or nature
(including, without limitation, attorneys’ fees, court costs and costs incurred in the
investigation, defense and settlement of claims).




“Non-Foreign Seller Certificate” has the meaning set forth in Section 5.01(a)(ii).




“Notices” has the meaning set forth in Section 7.02.



“OFAC List” means the list of specially designated nationals and blocked Persons subject to
financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets
Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign
Assets Control pursuant to any legal requirements, including, without limitation, trade embargo,
economic sanctions, or other prohibitions imposed by Executive Order of the President of the United
States. The OFAC List currently is accessible through the internet website
www.treas.gov/ofac/t11sdn.pdf.



“Permitted Encumbrances” means the lien of any real estate taxes, water and sewer charges, not
yet due and payable; those matters as may be set forth on the Survey; and those
recorded easements, restrictions, liens and encumbrances set forth as exceptions in the Title
Commitment and in the Title Policy to be issued by Title Company to Purchaser and approved by
Purchaser as shown on the attached Exhibit C to this Agreement.


 


A-2









 





“Person” means any natural person, firm, corporation, partnership, limited liability company,
other entity, state, political subdivision of any state, the United States of America, any agency
or instrumentality of the United States of America, any other public body or other organization or
association.




“Property” has the meaning set forth in Section 1.01(a).




“Purchase Price” means the amount specified in Section 1.02.




“Real Property” has the meaning set forth in Section 1.01(a).



“Regulated Substances” means “petroleum” and “petroleum-based substances” or any similar terms
described or defined in any Hazardous Materials Laws and any applicable federal, state, county or
local laws applicable to or regulating underground storage tanks.




“Released Party” has the meaning set forth in Section 7.05(b).




“Second Party” has the meaning set forth in Section 7.12.




“Seller Documents” has the meaning set forth in Section 2.02.




“Shares” has the meaning set forth in the Recitals.




“Survey” has the meaning set forth in Section 2.02(a).



“Tenant” means Grand Canyon Education, Inc., a Delaware corporation and the
successor-in-interest to Significant Education, LLC, a Delaware limited liability company.




“Title Commitment” has the meaning set forth in Section 2.01(a).



“Title Company” means Fidelity National Title, 60 East Rio Salado Parkway, Suite 1110,
Phoenix, Arizona 85281.




“Title Policy” has the meaning set forth in Section 2.01(a).




“Transaction” has the meaning set forth in Section 1.01.



“Transaction Documents” means this Agreement, the Lease Termination, the Deed, the Non-Foreign
Seller Certificate, the Transfer Instructions, any and all documents referenced herein and therein,
and such other documents, payments, instruments and certificates as are reasonably required by the
Title Company.




“Transfer Agent” has the meaning set forth in Section 1.07.




“Transfer Instructions” has the meaning set forth in Section 1.07.




 


A-3









 







EXHIBIT B




LEGAL DESCRIPTION OF PROPERTY




PARCEL NO.1:



THAT PART OF THE SOUTHWEST QUARTER OF SECTION 14, TOWNSHIP 2 NORTH, RANGE 2 EAST OF THE GILA AND
SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:



COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 14;




THENCE NORTH 89 DEGREES 57 MINUTES 00 SECONDS EAST ALONG THE SOUTH LINE OF SAID SOUTHWEST QUARTER
OF SECTION 14, A DISTANCE OF 689.83 FEET;



THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 03 MINUTES 00 SECONDS WEST, 40.00 FEET TO A POINT
ON THE NORTH 40 FOOT RIGHT-OF-WAY LINE OF CAMELBACK ROAD, SAID POINT ALSO BEING THE TRUE POINT OF
BEGINNING;



THENCE LEAVING SAID NORTH 40 FOOT RIGHT-OF-WAY LINE, NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST,
650.01 FEET;



THENCE SOUTH 89 DEGREES 57 MINUTES 00 SECONDS WEST, 650.01 FEET TO A POINT ON THE EAST 40 FOOT
RIGHT-OF-WAY LINE OF 35TH AVENUE;



THENCE ALONG SAID EAST 40 FOOT RIGHT-OF-WAY LINE, NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST,
649.77 FEET;



THENCE LEAVING SAID EAST 40 FOOT RIGHT-OF-WAY LINE, NORTH 89 DEGREES 41 MINUTES 49 SECONDS EAST,
50.00 FEET;



THENCE NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST, 50.00 FEET;




THENCE SOUTH 89 DEGREES 41 MINUTES 49 SECONDS WEST, 50.00 FEET TO A POINT ON SAID EAST 40 FOOT
RIGHT-OF-WAY LINE;



THENCE ALONG SAID EAST 40 FOOT RIGHT-OF-WAY LINE, NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST,
186.36 FEET;



THENCE LEAVING SAID EAST 40 FOOT RIGHT-OF-WAY LINE, NORTH 89 DEGREES 53 MINUTES 58 SECONDS EAST,
279.00 FEET;



THENCE NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST, 413.41 FEET;




THENCE SOUTH 85 DEGREES 07 MINUTES 27 SECONDS EAST, 684.34 FEET;




THENCE NORTH 89 DEGREES 54 MINUTES 29 SECONDS EAST, 1630.12 FEET;


 


 









 





THENCE SOUTH 00 DEGREES 01 MINUTES 05 SECONDS EAST, 353.82 FEET;




THENCE SOUTH 89 DEGREES 53 MINUTES 58 SECONDS WEST, 430.00 FEET;




THENCE SOUTH 00 DEGREES 01 MINUTES 05 SECONDS EAST, 1538.01 FEET TO A POINT ON SAID NORTH 40 FOOT
RIGHT-OF-WAY LINE OF CAMELBACK ROAD;



THENCE ALONG SAID NORTH 40 FOOT RIGHT-OF-WAY LINE, SOUTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,
511.63 FEET;



THENCE LEAVING SAID NORTH 40 FOOT RIGHT-OF-WAY LINE, NORTH 86 DEGREES 14 MINUTES 11 SECONDS WEST,
180.42 FEET TO A POINT ON THE NORTH 52 FOOT RIGHT-OF-WAY LINE OF CAMELBACK ROAD;



THENCE ALONG SAID NORTH 52 FOOT RIGHT-OF-WAY LINE, SOUTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,
229.00 FEET;



THENCE LEAVING SAID NORTH 52 FOOT RIGHT-OF-WAY LINE, SOUTH 44 DEGREES 51 MINUTES 44 SECONDS WEST,
16.94 FEET TO A POINT ON SAID NORTH 40 FOOT RIGHT-OF-WAY LINE;



THENCE ALONG SAID NORTH 40 FOOT RIGHT-OF-WAY LINE, SOUTH 89 DEGREES 57 MINUTES 00 SECONDS WEST,
568.64 FEET TO THE TRUE POINT OF BEGINNING;



EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:



COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 14;

THENCE SOUTH 00 DEGREES 18 MINUTES 11 SECONDS EAST, 650.11 FEET ALONG THE WEST LINE OF SAID SECTION
14;



THENCE DEPARTING SAID WEST LINE, NORTH 89 DEGREES 41 MINUTES 49 SECONDS EAST, 319.00 FEET TO THE
EAST LINE OF THE WEST 319.00 FEET OF SAID SECTION 14 AND THE POINT OF BEGINNING;



THENCE DEPARTING SAID EAST LINE OF THE WEST 319.00 FEET OF SECTION 14, SOUTH 85 DEGREES 07 MINUTES
27 SECONDS EAST, 684.34 FEET;



THENCE NORTH 89 DEGREES 54 MINUTES 29 SECONDS EAST, 1629.29 FEET TO THE NORTH-SOUTH MID-SECTION
LINE OF SAID SECTION 14;



THENCE SOUTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, 353.82 FEET ALONG SAID NORTH-SOUTH MID-SECTION
LINE OF SECTION 14;



THENCE SOUTH 89 DEGREES 53 MINUTES 58 SECONDS WEST, 2309.17 FEET TO SAID EAST LINE OF THE WEST
319.00 FEET OF SECTION 14;



THENCE NORTH 0 DEGREES 18 MINUTES 11 SECONDS WEST, 413.43 FEET ALONG SAID EAST LINE OF THE WEST
319.00 FEET OF SECTION 14 TO THE POINT OF BEGINNING;


 


B-2









 





AND EXCEPT A TRACT OF LAND FOR A WELL SITE SITUATED IN THE NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 14, TOWNSHIP 2 NORTH, RANGE 2
EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT A POINT 1389.80 FEET NORTH AND 40.00 FEET EAST OF THE SOUTHWEST CORNER OF SAID SECTION
14;



THENCE NORTH 18.00 FEET;




THENCE EAST 50.00 FEET;




THENCE SOUTH 18.00 FEET;




THENCE WEST 50.00 FEET TO THE POINT OF BEGINNING.



PARCEL NO.2:



THE NORTH 506.50 FEET OF THE EAST 430 FEET OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 14, TOWNSHIP 2 NORTH, RANGE 2 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA
COUNTY, ARIZONA;



EXCEPT THAT PORTION CONVEYED TO THE CITY OF PHOENIX BY QUIT CLAIM DEED RECORDED AUGUST 8, 1960 IN
DOCKET 3376, PAGE 212:



AND ALSO EXCEPT THAT PORTION CONVEYED TO THE CITY OF PHOENIX BY QUIT CLAIM DEED RECORDED JULY 2,
2002 IN INSTRUMENT NO. 2002-0677117.



PARCEL NO.3:



THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SECTION 14, TOWNSHIP 2 NORTH, RANGE 2
EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY ARIZONA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 14;




THENCE SOUTH 00 DEGREES 18 MINUTES 11 SECONDS EAST, 650.11 FEET ALONG THE WEST LINE OF SAID SECTION
14;



THENCE DEPARTING SAID WEST LINE, NORTH 89 DEGREES 41 MINUTES 49 SECONDS EAST 319.00 FEET TO THE
EAST LINE OF THE WEST 319.00 FEET OF SAID SECTION 14 AND THE POINT OF BEGINNING;



THENCE DEPARTING SAID EAST LINE OF THE WEST 319.00 FEET OF SECTION 14, SOUTH 85 DEGREES 07 MINUTES
27 SECONDS EAST, 684.34 FEET;



THENCE NORTH 89 DEGREES 54 MINUTES 29 SECONDS EAST, 1629.29 FEET TO THE NORTH-SOUTH MID-SECTION
LINE OF SAID SECTION 14;



THENCE SOUTH 00 DEGREES 01 MINUTES 59 SECONDS EAST, 353.82 FEET ALONG SAID NORTH SOUTH MID-SECTION
LINE OF SECTION 14;


 


B-3









 





THENCE SOUTH 89 DEGREES 53 MINUTES 58 SECONDS WEST, 2309.17 FEET TO SAID EAST LINE OF THE WEST
319.00 FEET OF SECTION 14;



THENCE NORTH 00 DEGREES 18 MINUTES 11 SECONDS WEST, 413.43 FEET ALONG SAID EAST LINE OF THE WEST
319.00 FEET OF SECTION 14 TO THE POINT OF BEGINNING;



EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:



COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 14;




THENCE SOUTH 00 DEGREES 18 MINUTES 11 SECONDS EAST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER OF
SECTION 14, A DISTANCE OF 650.11 FEET;



THENCE LEAVING SAID WEST LINE, NORTH 89 DEGREES 41 MINUTES 49 SECONDS EAST 319.00 FEET TO THE EAST
LINE OF THE WEST 319.00 FEET OF SAID SOUTHWEST QUARTER OF SECTION 14;



THENCE LEAVING SAID EAST LINE, SOUTH 85 DEGREES 07 MINUTES 27 SECONDS, EAST 684.34 FEET;




THENCE NORTH 89 DEGREES 54 MINUTES 29 SECONDS EAST, 93.28 FEET TO THE TRUE POINT OF BEGINNING;




THENCE CONTINUING NORTH 89 DEGREES 54 MINUTES 29 SECONDS EAST, 601.41 FEET;




THENCE SOUTH 00 DEGREES 06 MINUTES 02 SECONDS EAST, 375.81 FEET;




THENCE SOUTH 89 DEGREES 53 MINUTES 58 SECONDS WEST, 601.41 FEET;




THENCE NORTH 00 DEGREES 06 MINUTES 02 SECONDS WEST, 375.70 FEET TO THE TRUE POINT OF BEGINNING.



IMPROVED PROPERTY COMMONLY KNOWN AS 3300 WEST CAMELBACK ROAD, PHOENIX, ARIZONA.



APN NOS. 153-17005F, 153-17-002D





 


B-4









 







EXHIBIT C




PERMITTED ENCUMBRANCES




See attached.



 


 









 





PERMITTED EXCEPTIONS





	1.	 	Property taxes, which are a lien not yet due and payable, including any assessments collected
with taxes to be levied for the year 2009.

	 
	2.	 	The liabilities and obligations imposed upon said Land by reason of: (a) inclusion thereof
within the boundaries of the Salt River Project Agricultural Improvement and Power District;
(b) membership of the owner thereof in the Salt River Valley Water Users Association, and
Arizona corporation and (c) the terms of any Water Right Application made under the
reclamation laws of the United States for the purposes of obtaining water rights for said
Land.

	 
	3.	 	The right of entry reserved to the State of Arizona, its lessees and permittees, to prospect
for mine and remove the minerals or materials reserved to it pursuant to Arizona Revised
Statues.

	 
	4.	 	Water rights, claims or title to water, whether or not disclosed by the public records.

	 
	5.	 	Reservations, exceptions and provisions contained in the Patent from the United States of
America, or in the acts authorizing the issuance thereof.

	 
	6.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Gas Main

Recording Date: March 4, 1958

Recorded in Docket 2416, page 237.




	7.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Transmission Line

Recording Date: September 27, 1960

Recorded in Docket 3433, page 436.




	8.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Transmission Line

Recording Date: September 1 1961

Recorded in Docket 3830, page 547.




	9.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Transmission Line

Recording Date: June 18, 1962

Recorded in Docket 4183, page 307 and superseded by Easement recorded in Docket 8983, page
152.


 


 









 






	10.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Gas Main

Recording Date: October 1, 197 1

Recorded in Docket 43 18, page 333.




	11.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Gas Main

Recording Date: April 10, 1963

Recorded in Docket 4533, page 447.




	12.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Transmission Lines

Recording Date: June 3, 1963

Recorded in Docket 4600, page 285.




	13.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power

Recording Date: June 12, 1973

Recorded in Docket 10 146, page 154 and re-recorded in Docket 101 77, page 65.




	14.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Traffic control

Recording Date: October 7, 1974

Recorded in Docket 10860, page 5 14.




	15.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Fire Hydrant

Recording Date: August 22, 1975

Recorded in Docket 1 130 1, page 47.




	16.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power

Recording Date: June 15, 1976

Recorded in Docket 1 1720, page 33 1.




	17.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Overhead and Underground Power

Recording Date: September 28, 1979

Recorded in Docket 1393 1, page 653.


 


 









 






	18.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Overhead and Underground Power

Recording Date: August 28, 198 1

Recorded in Docket 1548 1, page 746.




	19.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power

Recording Date: June 28, 1982

Recorded in Docket 16 1 16, page 535.
(Affects Parcel 1)




	20.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power Lines

Recording Date: February 18, 1983

Recording No. 1983-061652.
(Parcel 2)




	21.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Water Lines

Recording Date: February 2 1, 1985

Recording No. 1985-076753.




	22.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Overhead and Underground Power

Recording Date: May 29, 1985

Recording No. 1985-243447.




	23.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Water Lines

Recording Date: August 8, 1985

Recording No. 1985-373649.




	24.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Water Lines

Recording Date: April 18, 1986

Recording No. 1986- 189452.


 


 









 






	25.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power

Recording Date: July 20, 1990

Recording No. 1990-325704

(Affects Parcel 1)




	26.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Underground Power Lines

Recording Date: June 9, 1992

Recording No. 1992-3 1 1994

(Parcel 2)




	27.	 	Notice of Telecommunication Service and Non-Exclusive Access Agreement dated 06/25/1997,
recorded June 25, 1997 in Recording No. 1997-0428849.







	28.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Power Distribution

Recording Date: April 15,2002

Recording No. 2002-0382407

(Parcel 1)




	29.	 	Ordinance No. 5-29492 Authorizing Dedication of Easements dated 1011 612002, recorded October
23,2002 in Recording No. 2002-1 100596.







	30.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Electric Lines

Recording Date: January 29,2004

Recording No. 2004-0088432

(Parcel 1)




	31.	 	Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a
document:







Purpose: Power Distribution

Recording Date: July 28,2006

Recording No. 2006- 1009212

(Parcel 1)


 


 









 






	32.	 	Memorandum of Agreement (Arizona) dated 0112612007, recorded February 8,2007 in Recording No.
2007-0 162347.







	33.	 	Memorandum of PCS Site Agreement dated 8/09/2000 recorded August 15, 2000 in Recording No.
2000-0621095, as affected by that certain Subordination, Non-Disturbance and Attornment
Agreement recorded in Instrument No. _____.







	34.	 	Memorandum of Lease by and between Grand Canyon University, kc., an Arizona non-profit
corporation, as lessor, and Verizon Wireless (VAW) LLC, d/b/a Verizon Wireless, recorded April
4, 2003 in Recording No. 2003-0423487, as affected by that certain Subordination,
Non-Disturbance and Attornment Agreement recorded in Instrument No. _____.







	35.	 	Discrepancies, conflicts in boundary lines, shortages in area, encroachments, or any other
matters which a correct ALTA survey would disclose and which are not shown by the public
records.







 


 









 







EXHIBIT D




FIRPTA AFFIDAVIT




NON-FOREIGN SELLER CERTIFICATE




	 	 	 	 	 	 	 	 	 
	STATE OF                     

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	ss:
	 	 
	COUNTY OF                     

	 	 	)	 	 	 	 	 






Section 1445 of the Internal Revenue Code (the “Code”) provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax
purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal
title to a U.S. real property interest under local law), and not the disregarded entity, will be
the transferor of such property. To inform                     , a                     
(“Transferee”) that withholding of tax is not required upon the disposition of a U.S. real
property interest by SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company
(“Transferor”) the undersigned, on behalf of Transferor, hereby certifies to Transferee,
the following:




1. Transferor is not a “foreign corporation,” “foreign partnership,” “foreign trust,”
or “foreign estate” (as those terms are defined in the Code and the Income Tax Regulations
promulgated thereunder);




2. Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the
Code;




3. Transferor’s U.S. employer identification number is                     ; and




4. Transferor’s office address is Suite 200, 14631 North Scottsdale Road, Scottsdale,
Arizona 85254-2711.



Transferor understands that this certification may be disclosed to the Internal Revenue
Service by Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.



Under penalties of perjury, the undersigned hereby declares that (a) I have examined this
certification and to the best of my knowledge and belief it is true, correct, and complete, and (b)
I have authority to sign this document on behalf of Transferor.


 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SPIRIT MASTER FUNDING, LLC, a Delaware

limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Spirit Finance Corporation, a Maryland

corporation, as Property Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Spirit Finance Capital Management, LLC, a

Delaware limited liability company, as Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Subscribed and sworn to before me this ____ day of April, 2009.




	 	 	 	 	 
	Notary Public:

	 	 
 

	 	 






(SEAL)




	 	 	 	 	 
	My Commission Expires:

	 	 
 

	 	 






D-2




 


 









 







EXHIBIT E




TRANSFER INSTRUCTIONS




April ___ 2009




Computershare Trust Company, N.A.

350 Indiana Street, Suite 800

Golden, Colorado 80401

Attn: Kim Porter




Re: Grand Canyon Education, Inc. / Spirit Management Company



Dear Ms. Porter:



This letter relates to 909,348 shares (the “Shares”) of common stock, par value $0.01 (the “Common
Stock”), of Grand Canyon Education, Inc. (the “Company”) owned in book-entry form by Spirit
Management Company (Holder Account No. C0000000311) (“Spirit”). Pursuant to a purchase and sale
agreement, dated April [27], 2009, by and among the Company, Spirit, and other parties thereto (the
“Agreement”), a copy of which (excluding exhibits) is attached to this letter as Exhibit A,
Spirit has agreed to, among other things, sell the Shares to the Company. The Shares are currently
subject to a lock-up restriction that restricts Spirit’s ability to transfer the Shares prior to
November 18, 2011 (the “Lock-Up Restriction”).



On behalf of the Company and Spirit, and in furtherance of the foregoing, Computershare Trust
Company, N.A. is hereby instructed (a) to change the termination date of the Lock-Up Restriction
from November 18, 2011 to the date hereof; (b) to transfer the Shares in the name of and on the
books of the Company, pursuant to the stock power attached to this letter as Exhibit B; and
(c) to cancel the Shares and classify the Shares as authorized and available for issuance by the
Company.



Please contact us if you have any questions or concerns.


 


 









 





Computershare Trust Company, N.A.

April _____, 2009

Page 2




Very truly yours,




DLA Piper LLP (US), on behalf of the Company



Jeffrey C. DeBruin

Associate




And




Kutak Rock LLP, on behalf of Spirit




Peggy A. Richter

Partner




	 	 	 
	cc:

	 	Christopher C. Richardson (via
email: crichardson@gcu.edu) 

Michael T. Bennett (via email: mbennett@spiritfinance.com)


David P. Lewis (via email: david.lewis@dlapiper.com)






E-2




 


 









 







Exhibit A




Purchase and Sale Agreement




(See attached.)





 


 









 







Exhibit B




Stock Power




(See attached.)