EXCHANGE AGREEMENTExchange Agreement • October 24th, 2003 • Midocean Capital Partners Lp • Services-computer processing & data preparation • New York
EXHIBIT 4 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2003 • Midocean Capital Partners Lp • Services-computer processing & data preparation • New York
TERM LOAN AGREEMENTTerm Loan Agreement • October 24th, 2003 • Midocean Capital Partners Lp • Services-computer processing & data preparation • New York
Strayer Education, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2004 • Midocean Capital Partners Lp • Services-educational services • New York
RECITALSTermination of the Stockholders' Agreement • October 24th, 2003 • Midocean Capital Partners Lp • Services-computer processing & data preparation • New York
New Mountain Partners, L.P. MidOcean Capital Investors, L.P.Preferred Stock Purchase Agreement • February 4th, 2004 • Midocean Capital Partners Lp • Services-educational services • New York
Reference is made to (1) the Preferred Stock Purchase Agreement, dated as of November 28, 2000 (the “Preferred Stock Purchase Agreement”), by and among Strayer Education, Inc., a Maryland corporation (the “Company”), New Mountain Partners, L.P. (“New Mountain”) and MidOcean Capital Investors, L.P. (formerly DB Capital Investors, L.P.) (“MidOcean”) pursuant to which, among other things, the Company issued and sold to New Mountain and MidOcean an aggregate of 5,769,231 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), (2) the Registration Rights Agreement, dated as of May 15, 2001 (the “Registration Rights Agreement”), by and among the Company, New Mountain and MidOcean, (3) the Articles Supplementary of the Company, as filed with the State Department of Assessments and Taxation of Maryland on May 15, 2001 (the “Articles Supplementary”), which, among other things, sets forth the powers, rights and other terms of the Seri
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13GJoint Filing Agreement • March 4th, 2003 • Db Capital Partners Lp • Services-misc health & allied services, nec
AMENDMENT AND JOINDERShareholders’ Agreement • January 14th, 2004 • Midocean Capital Partners Lp • Services-educational services • New York
This Amendment and Joinder among New Mountain Partners, L.P. (“New Mountain”), MidOcean Capital Investors, L.P. (formerly DB Capital Investors, L.P.) (“MidOcean”) and the New Mountain Strayer Trust (the “Trust”) is dated as of January 14, 2004. The parties hereto wish to (a) amend the Shareholders’ Agreement by and between New Mountain and MidOcean, dated as of March 16, 2001 (the “Shareholders’ Agreement”), so as to permit the transfer of 350,000 shares of Series A Convertible Preferred Stock in Strayer Education, Inc. to the Trust and (b) cause the Trust to become bound by the terms of the Shareholders’ Agreement. Capitalized terms used herein without definition have the respective meanings set forth in the Shareholders’ Agreement.
March 15, 2004Shareholders’ Agreement • March 15th, 2004 • Midocean Capital Partners Lp • Services-educational services
Strayer Education, Inc. Arlington, Virginia 22209Preferred Stock Purchase Agreement • March 11th, 2004 • Midocean Capital Partners Lp • Services-educational services • New York
Reference is made to (1) the Preferred Stock Purchase Agreement, dated as of November 28, 2000 (the “Preferred Stock Purchase Agreement”), by and among Strayer Education, Inc., a Maryland corporation (the “Company”), New Mountain Partners, L.P. (“New Mountain”) and MidOcean Capital Investors, L.P. (formerly known as DB Capital Investors, L.P., “MidOcean”), pursuant to which, among other things, the Company issued and sold to New Mountain and MidOcean an aggregate of 5,769,231 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”); (2) the Shareholders’ Agreement, dated as of March 16, 2001 (the “Shareholders’ Agreement”), by and between New Mountain and MidOcean; (3) the Registration Rights Agreement, dated May 15, 2001 (the “Registration Rights Agreement”), by and among New Mountain, MidOcean and the Company; (4) the Articles Supplementary of the Company, as filed with the State Department of Assessments and Taxation of Mar
