X0203 3 2009-04-14 0 0001305323 Bridgepoint Education Inc BPI 0001453872 Clark Andrew S. C/O BRIDGEPOINT EDUCATION, INC. 13500 EVENING CREEK DR. NORTH, SUITE 600 SAN DIEGO CA 92128 1 1 0 0 CEO and President Series A Convertible Preferred Stock Common Stock 290723 D Stock option (right to buy) 0.315 2014-04-01 Common Stock 864409 D Stock option (right to buy) 0.315 2014-04-01 Common Stock 864409 D Stock option (right to buy) 0.315 2014-04-01 Common Stock 1252586 D Stock option (right to buy) 0.585 2017-11-27 Common Stock 72222 D Stock option (right to buy) 0.585 2017-11-27 Common Stock 72222 D Stock option (right to buy) 0.585 2017-11-27 Common Stock 144444 D Each share of Series A Convertible Preferred Stock is convertible into 2.2653800930 shares of Common Stock and has no expiration date. Immediately exercisable. This option vests upon (i) a change in control of the issuer or (ii) a "liquidity event," which is defined as a sale by Warburg Pincus Private Equity VIII, L.P. ("WP") of its equity securities of the issuer and which does not constitute a change in control (as defined in the option agreement) and (iii) the reporting person's continued service through the date of the change in control or liquidity event. In order for the option to vest, WP must receive proceeds that are at least four times its aggregate purchase price paid for the issuer's equity securities as of the date of the transaction. The portion of the option that vests upon a liquidity event is determined by multiplying the number of shares underlying the option by the relative percentage of the issuer's equity securities that WP sells in connection with the liquidity event; provided that, if the liquidity event is the initial public offering, such percentage shall equal 100%. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is November 27, 2007. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: beginning with fiscal year 2008 and ending with fiscal year 2011, 25% of the option vests for each fiscal year in which the issuer's performance targets (as defined in the stock option award), based on our annual revenue and annual EBITDA, are achieved. For any fiscal year in which the annual performance targets are not achieved, such portion will vest if in any subsequent fiscal year the cumulative revenue and EBITDA targets are achieved (the cumulative targets are defined in the stock option award). /s/ Brandon Pope, Attorney-In-Fact 2009-04-14