REGISTRATION RIGHTS AGREEMENT



               This Agreement, dated _________, 2001, is entered into by and

among New Mountain Partners, L.P. and DB Capital Investors, L.P. (the

"Purchasers") and Strayer Education, Inc., a Maryland corporation (the

"Company").





               Reference is made to the Preferred Stock Purchase Agreement dated

as of November 28, 2000 (the "Purchase Agreement"), by and between the Company

and the Purchasers pursuant to which, among other things, the Company will issue

and sell to the Purchasers upon the terms set forth therein 5,769,231 shares of

Series A Convertible Preferred Stock, par value $0.01 per share, of the Company

(the "Series A Preferred Stock"). The Company agrees with the Purchasers for the

benefit of the Covered Holders (as defined herein) from time to time of the

Registrable Securities (as defined herein) as follows:



1.   DEFINITIONS.  (a)  As used in this Agreement and except as otherwise

defined herein, the following defined terms shall have the following meanings:



               "Affiliate" of any specified Person means any other Person which,

directly or indirectly, is in control of, is controlled by, or is under common

control with such specified Person. For purposes of this definition, control of

a Person means the power, direct or indirect, to direct or cause the direction

of the management and policies of such Person whether by contract or otherwise;

and the terms "controlling" and "controlled" have meanings correlative to the

foregoing.



               "Applicable Securities" means in relation to a Registration

Statement the Registrable Securities identified in the related Demand Notice or

Piggy-back Notice.



               "Commission" means the United States Securities and Exchange

Commission.



               "Common Stock" means the Company's common stock, par value $0.01

per share.



               "Covered Holder" means each of (i) the Purchasers and any of

their respective Affiliates that acquires Registrable Securities from any

Purchaser or any of their respective Affiliates and (ii) any other Person who

acquires (consistent with the terms of the Purchase Agreement and the Articles

Supplementary relating to the Series A Preferred Stock) Registrable Securities

for an aggregate purchase price of at least $10 million (or which have a

Liquidation Amount of at least $10 million) and who shall have been designated

as a Covered Holder by any Purchaser in a written notice to the Company,

provided that the rights of any Person designated as a Covered Holder referred

to in clause (ii) shall be limited if and to the extent provided in such notice;

and provided further, that each Purchaser shall not be entitled (x) to designate

more than 5 Covered Holders or (y) to designate any Covered Holder to the extent

the Registrable Securities would continue to be Registrable Securities for a

period longer than would be the case in the hands of such Purchaser or any of

its Affiliates (so that the period for which such Registrable Securities shall

continue to be Registrable Securities in the hands of such designee shall be

limited to the period in which they would have been Registrable Securities in

the hands of such Purchaser or any of its Affiliates).







<PAGE>   2



               "Demand Notice" means a notice given by Covered Holders pursuant

to Section 2(a).



               "Effective Time" means the date on which the Commission declares

a Registration Statement effective or on which a Registration Statement

otherwise becomes effective.



               "Effectiveness Period" means as to a Registration Statement the

period during which such Registration Statement is effective.



               "Electing Holder" means, with respect to a Registration, any

Covered Holder that has delivered a completed and signed Notice and

Questionnaire to the Company in accordance with the provisions hereof.



               "Exchange Act" means the United States Securities Exchange Act of

1934, as amended.



               "Liquidation Amount" has the meaning assigned to such term in the

Articles Supplementary classifying and designating the Series A Preferred Stock.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC