AMENDMENT AND JOINDER AGREEMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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:

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.

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:
		Wallace E. Boston, Jr., Chief Executive Officer
		ABS CAPITAL PARTNERS IV, L.P.
		By: ABS Partners IV, L.L.C.
		Its General Partner
		By: /s/ Phillip A. Clough
		Name: Phillip A. Clough
		Title: Managing Member
		ABS CAPITAL PARTNERS IV-A, L.P.
		By: ABS Partners IV, L.L.C.
		Its General Partner
		By: /s/ Phillip A. Clough
		Name: Phillip A. Clough
		Title: Managing Member
		ABS CAPITAL PARTNERS IV OFFSHORE L.P.
		By: ABS Partners IV, L.L.C.
		Its General Partner
		By: /s/ Phillip A. Clough
		Name: Phillip A. Clough
		Title: Managing Member
		ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE L.P.
		By: ABS Partners IV, L.L.C.
		Its General Partner
		By: /s/ Phillip A. Clough
		Name: Phillip A. Clough 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/ Donald W. Hughes
		Name: Donald W. Hughes
		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/ Donald W. Hughes
		Name: Donald W. Hughes
		Title: Member

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

		HOWARD COX
		/s/ Howard Cox

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

		WOODBROOK CAPITAL INVESTORS 2, LLC
		By: /s/ Earl Linehan
		Name: Earl Linehan
		Title: Managing Member
		BONSAL CAPITAL, LLC
		By: /s/ Frank A. Ronald, Jr.
		Name: Frank A. Ronald, Jr.
		Title:
		HARDIMAN FAMILY LIMITED PARTNERSHIP
		By: /s/ Joseph R. Hardiman
		Name: Joseph R. Hardiman
		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
Howard Cox		c/o Greylock
		880 Winter Street
		Waltham, Ma. 02451
Woodbrook Capital Investors 2, LLC		515 Fairmount Avenue, Suite 400
		Towson, MD 21286
		Attention: Earl Linehan, Managing Member
Bonsal Capital LLC		c/o NEA
		1119 St. Paul Street
		Baltimore, MD 21202
Hardiman Family Limited Partnership		8 Bowen Mill Road
		Baltimore, MD 21212

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]