AMERICAN PUBLIC EDUCATION, INC. AMENDMENT AND JOINDER AGREEMENT TO THE AUGUST 2, 2005, AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AS OF OCTOBER 31, 2005

Exhibit 10.9A

AMERICAN PUBLIC EDUCATION, INC.

AMENDMENT AND JOINDER AGREEMENT

TO THE

AUGUST 2, 2005, AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

AS OF OCTOBER 31, 2005

AMENDMENT AND JOINDER AGREEMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     THIS AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) is entered into as of October 31, 2005, by and among (i) American Public Education, Inc., a Delaware corporation (the “Company”) (ii) ABS Capital Partners IV, L.P., a Delaware limited partnership, ABS Capital Partners IV-A, L.P., a Delaware limited partnership, ABS Capital Partners IV Offshore, L.P., a Cayman Islands exempt limited partnership, ABS Capital Partners IV Special Offshore, L.P., a Cayman Islands exempt limited partnership, Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, and Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, the “Original Parties”), and (iii) the stockholders identified on Schedule I hereto (the “New Investors”), and amends and causes the New Investors to join that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) entered into as of August 2, 2005 by and among each of the Company and the Original Parties. A copy of the Registration Agreement is attached hereto as Exhibit A and is incorporated herein by reference.

     WHEREAS, on August 2, 2005, the Original Parties acquired an aggregate of 806,448 shares of Class A Common Stock of the Company from the Company pursuant to a Stock Purchase Agreement dated August 2, 2005 and in exchange for previously outstanding shares of the Company’s Series A Convertible Preferred Stock;

     WHEREAS, on the date hereof, the New Investors have acquired an aggregate of 35,000 shares of Class A Common Stock of the Company from the Company pursuant to a Stock Purchase Agreement dated October 31, 2005;

     WHEREAS, the Company, the Original Parties and the New Investors desire to enter into this Agreement in order to cause the New Investors to become a party to the Registration Rights Agreement with the rights and obligations of a Holder thereunder; and

     WHEREAS capitalized terms used in this Agreement shall have the meanings ascribed to them in the Registration Rights Agreement.

     NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

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1. JOINDER

     The New Investors shall have and perform all of the obligations and be entitled to all of the benefits of an Investor under the Registration Rights Agreement.

2. AMENDMENT

     The last sentence of Section 3.1 of the Registration Rights Agreement, which begins “In addition to the foregoing,                    ,“shall be amended and restated in its entirety, as follows:

In addition to the foregoing, no amendment to this Agreement that would materially and adversely modify a party’s rights or obligations hereunder in a manner different than the rights or obligations of the other parties hereto will be effective without the consent of that party.

3. MISCELLANEOUS

     3.1 This Agreement shall act as a counterpart signature to the Registration Rights Agreement.

     3.1 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

     3.2 This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law rules thereof).

     3.3 To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

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Signature page to the
Amendment and Joinder Agreement
to the Amended and Restated
Registration Rights Agreement

     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment and Joinder Agreement to the Amended and Restated Registration Rights Agreement, or have caused this Amendment and Joinder Agreement to the Amended and Restated Registration Rights Agreement to be duly executed on their behalf, as of the day and year first set forth above.

AMERICAN PUBLIC EDUCATION, INC.

By:

Xxxxxxx X. Boston, Jr., Chief Executive Officer

ABS CAPITAL PARTNERS IV, L.P.

By: ABS Partners IV, L.L.C.

Its General Partner

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Managing Member

ABS CAPITAL PARTNERS IV-A, L.P.

By: ABS Partners IV, L.L.C.

Its General Partner

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Managing Member

ABS CAPITAL PARTNERS IV OFFSHORE L.P.

By: ABS Partners IV, L.L.C.

Its General Partner

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Managing Member

ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE L.P.

By: ABS Partners IV, L.L.C.

Its General Partner

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx
Title: Managing Member

Signature page to the
Amendment and Joinder Agreement
to the Amended and Restated
Registration Rights Agreement

CAMDEN PARTNERS STRATEGIC FUND III, L.P.

By: Camden Partners Strategic III, LLC

Its General Partner

By: Camden Partners Strategic Manager, LLC
Its Managing Member

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Member

CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.

By: Camden Partners Strategic III, LLC

Its General Partner

By: Camden Partners Strategic Manager, LLC

Its Managing Member

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Member

Signature page to the
Amendment and Joinder Agreement
to the Amended and Restated
Registration Rights Agreement

XXXXXX XXX

/s/ Xxxxxx Xxx

Signature page to the
Amendment and Joinder Agreement
to the Amended and Restated
Registration Rights Agreement

WOODBROOK CAPITAL INVESTORS 2, LLC

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Managing Member

XXXXXX CAPITAL, LLC

By: /s/ Xxxxx X. Xxxxxx, Jr.

Name: Xxxxx X. Xxxxxx, Jr.

Title:

XXXXXXXX FAMILY LIMITED PARTNERSHIP

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: President, McHardy Corp., General Partner

SCHEDULE I
TO AMENDMENT AND JOINDER AGREEMENT TO THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
DATED AS OF OCTOBER 31, 2005

Investor		Address
Xxxxxx Xxx		x/x Xxxxxxxx
		000 Xxxxxx Xxxxxx
		Xxxxxxx, Xx. 02451
Woodbrook Capital Investors 2, LLC		000 Xxxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxx, XX 00000
		Attention: Xxxx Xxxxxxx, Managing Member
Xxxxxx Capital LLC		c/o NEA
		0000 Xx. Xxxx Xxxxxx
		Xxxxxxxxx, XX 00000
Xxxxxxxx Family Limited Partnership		0 Xxxxx Xxxx Xxxx
		Xxxxxxxxx, XX 00000

EXHIBIT A
TO AMENDMENT AND JOINDER AGREEMENT TO THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
DATED AS OF OCTOBER 31, 2005

[REGISTRATION RIGHTS AGREEMENT ATTACHED]