0000950133-07-003873 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 20th, 2007 • American Public Education Inc • Services-educational services • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 31st day of October, 2003, by and between American Public University System, Inc., a West Virginia corporation (the “Company”), American Public Education, Inc., a Delaware corporation (“the Parent”) and James Herhusky (the “Executive”).

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AMERICAN PUBLIC EDUCATION, INC. 2002 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 20th, 2007 • American Public Education Inc • Services-educational services

American Public Education, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2002 Stock Incentive Plan (the “Plan”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMONG AMERICAN PUBLIC EDUCATION, INC., ABS CAPITAL PARTNERS IV, L.P., ABS CAPITAL PARTNERS IV-A, L.P., ABS CAPITAL PARTNERS IV OFFSHORE, L.P., ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE, L.P., CAMDEN...
Registration Rights Agreement • September 20th, 2007 • American Public Education Inc • Services-educational services • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement” or the “Registration Rights Agreement”) is entered into as of August 2, 2005 by and among each of the following parties: (i) American Public Education, Inc., a Delaware corporation (the “Company”) and (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 “Investors”).

AMERICAN PUBLIC EDUCATION, INC. AMENDMENT AND JOINDER AGREEMENT TO THE AUGUST 2, 2005, AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AS OF OCTOBER 31, 2005
Registration Rights Agreement • September 20th, 2007 • American Public Education Inc • Services-educational services • Delaware

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 Orig

AMERICAN MILITARY UNIVERSITY, INC. 2002 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 20th, 2007 • American Public Education Inc • Services-educational services • Virginia

American Military University, Inc., a Virginia corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2002 Stock Incentive Plan (the “Plan”).

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