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.
