Purchase and Sale Agreement (2009)Full Document 

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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2009, by and among 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

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