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EXHIBIT B
STRAYER EDUCATION, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter of Strayer Education, Inc., a Maryland
corporation (the "Corporation"), is hereby amended by deleting Article FIFTH in
its entirety and substituting in lieu thereof a new article to read as follows:
"FIFTH: (a) Subject to paragraph (b) hereof, the
Corporation has authority to issue 28,000,000 shares of stock,
consisting of 20,000,000 shares of Common Stock, $0.01 par value
per share ("Common Stock"), and 8,000,000 shares of Preferred
Stock, $0.01 par value per share ("Preferred Stock"). The
aggregate par value of all authorized shares of stock having par
value, is $280,000. If shares of one class of stock are
classified or reclassified into shares of another class of stock
pursuant to Article SEVENTH of the charter, the number of
authorized shares of the former class shall be automatically
decreased and the number of shares of the latter class shall be
automatically increased, in each case by the number of shares so
classified or reclassified, so that the aggregate number of
shares of stock of all classes that the Corporation has authority
to issue shall not be more than the total number of shares of
stock set forth in the first sentence of this paragraph.
(b) Of the 20,000,000 shares of Common Stock that the
Corporation has authority to issue, 8,000,000 shares shall not be
classified or reclassified into shares of stock of any other
class or series of the Corporation and shall be issued only upon
conversion of shares of Preferred Stock to be classified and
designated as Series A Convertible Preferred Stock (the "Series A
Preferred Stock"). In the event that the Corporation does not
have a sufficient number of authorized shares of Common Stock
available for issuance upon conversion of Series A Preferred
Stock, the Board of Directors, with the approval of a majority of
the entire Board of Directors, and without any action by the
stockholders of the Corporation, may amend the charter of the
Corporation to increase the number of shares of Common Stock that
the Corporation has authority to issue upon conversion of the
Series A Preferred Stock."
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SECOND: The charter of the Corporation is hereby further
amended by adding a new clause to the end of paragraph (b) of Article SEVENTH
before the period to read as follows:
", except that the Purchasers (as defined herein) shall have the
preemptive rights granted under Section 9.3 of the Preferred
Stock Purchase Agreement, dated November ___, 2000, by and among
the Corporation and the purchasers of the Series A Preferred
Stock named therein (the "Purchasers"), as amended from time to
time."
THIRD: The charter of the Corporation is hereby further amended
by adding a new Article TWELFTH to read as follows:
"TWELFTH: For so long as holders of shares of Series A
Preferred Stock have rights to elect Redemption Default Directors
(as defined in the terms of the Series A Preferred Stock)
pursuant to the terms of the Series A Preferred Stock,
notwithstanding any requirement for the approval of any action by
the vote of more than a majority of the entire Board of Directors
of the Corporation as set forth in the Corporation's charter or
Bylaws such action may be approved by the vote of a majority of
the entire Board of Directors of the Corporation."
FOURTH: The amendments to the charter of the Corporation as set
forth above have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
FIFTH: The total number of shares of stock which the Corporation
had authority to issue immediately prior to this amendment was 20,000,000 shares
of Common Stock, $0.01 par value per share, and 5,000,000 shares of Preferred
Stock, $0.01 par value per share. The aggregate par value of all authorized
shares of stock having par value was $250,000.
SIXTH: The total number of shares of stock which the Corporation
has authority to issue, pursuant to the charter of the Corporation as hereby
amended, is 20,000,000 shares of Common Stock, $0.01 par value per share, and
8,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate
par value of all authorized shares of stock having par value is $280,000.
SEVENTH: The undersigned President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation bas caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this _____ day of __________, 2001.
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ATTEST: STRAYER EDUCATION, INC.
By: (SEAL)
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Secretary President
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