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  Exhibit 10.11    
    


 
 

NOMINATING AGREEMENT    
    


        THIS NOMINATING AGREEMENT (this "Agreement"), of Bridgepoint Education, Inc., a
Delaware corporation (the "Company") is made as of February 17, 2009, by and between the Company and Warburg Pincus Private Equity VIII, L.P.
("Warburg Pincus") to be effective as of the time of the Company's initial public offering. 


 
 

RECITALS    
    


        WHEREAS, immediately prior to the consummation of the Company's initial public offering of its common stock, par value $0.01 per share
(the "Common Stock"), the Series A Convertible Preferred Stock held by Warburg Pincus will automatically convert into an aggregate of 197,084,670
shares of Common Stock; and 


        WHEREAS,
the parties hereto wish to make certain agreements with respect to the nomination of candidates for election to the board of directors of the Company as a means of maintaining a
longer continuity of ownership by Warburg Pincus in the Company, upon the terms and conditions set forth in this Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows: 


 
 

AGREEMENT    
    


        SECTION 1.    Election of Directors.    Subject to the provisions of Section 2 hereof, Warburg Pincus
shall have the right to designate individuals for nomination for election to the board of directors (the "Board") as set forth below and the Company
shall, acting through its Nominating and Governance Committee, cause such individuals to be nominated for election to the Company's Board as set forth below; provided that the Nominating and
Governance Committee's obligations under this Agreement are subject to the requirements of their fiduciary duties as directors and the Delaware General Corporation Law. 



        1.1.  For
as long as Warburg Pincus beneficially owns at least fifteen percent (15%) of the outstanding shares of Common Stock, Warburg Pincus shall be entitled to designate
two (2) individuals for election to the Board; or 


        1.2.  For
as long as Warburg Pincus beneficially owns, less than fifteen percent (15%), but at least five percent (5%) of the outstanding shares of Common Stock, Warburg
Pincus shall be entitled to designate one (1) individual for election to the Board. 




        SECTION 2.    Mechanics of Designation.    In order to nominate an individual for election to the Board,
Warburg Pincus must adhere to the Company's advance notice requirements and procedures for director nominations in accordance with the Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws (the "Bylaws") of the Company. The Company agrees that it shall provide Warburg Pincus with written notice, at least 120 days
prior to the date of such annual meeting of the Company's stockholders, of the expected date of such meeting in accordance with the notice provisions set forth in Section 4.3 hereof. At each
meeting of the Company's stockholders at which the directors of the Company are to be elected, the Company agrees to recommend that the stockholders
elect to the Board each designee of Warburg Pincus nominated for election at such meeting in accordance with the provisions of Section 1 above. 


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        SECTION 3.    Vacancies.    At any time at which a vacancy shall be created on the Board as a result of the
death, disability, retirement, resignation, removal or otherwise of a designee of Warburg Pincus and Warburg Pincus still maintains the right to designate a person for nomination for election to the
Board, as specified in Section 1 above, Warburg Pincus shall have the right to designate for appointment by the remaining directors under the Bylaws of the Company an individual to fill such
vacancy and to serve as a director. In connection with the foregoing, Warburg Pincus agrees to provide information to the Nominating and Governance Committee as is necessary to determine that such
individual will qualify to serve as a director of the Company under any applicable law, rule or regulation. 


        SECTION 4.    Miscellaneous.    



        4.1.  Successors
and Assigns. 





        This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 



        4.2.  Entire
Agreement; Amendment and Waiver. 




        This
Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such
parties, including without limitation that certain Stockholders Agreement, as amended, dated as of November 26, 2003. This Agreement may be amended, and the observance of any term of this
Agreement may be waived, with (and only with) the written consent of the parties hereto 



        4.3.  Notices 




        All
notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be given under this Agreement shall be in writing and shall
be deemed to have been duly given if (i) delivered personally, (ii) mailed, certified or registered mail with postage prepaid, (iii) sent by next-day or overnight mail
or delivery or (iv) sent by fax, as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof): 



			
	If to the Company:	 	Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego, California 92128

Attention:

Facsimile:
	
 with copy to:	
 	
Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 200

San Diego, CA 92130

Attention:

Facsimile: 858.509.3691
	
 If to Warburg Pincus:	
 	
Warburg Pincus Private Equity VIII, L.P.

466 Lexington Avenue

New York, NY 10017

Attention: General Counsel

Facsimile:







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        4.4.  Severability





        In
the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not
affect the remaining provisions of this Agreement, which shall remain in full force and effect. 



        4.5.  Term 




        The
term of this Agreement shall terminate upon the earlier to occur of: (i) the mutual consent in writing of the parties hereto or (ii) the date on which Warburg Pincus
beneficially owns less than five percent (5%) of the outstanding shares of Common Stock. 



        4.6.  Counterparts





        This
Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the
same agreement. 



        4.7.  Governing
Law 




        This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. 


[Remainder
of Page Left Intentionally Blank] 


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        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. 



					
	 
	 	 BRIDGEPOINT EDUCATION, INC.
	 
	 	 By:
	 	 /s/ Daniel J. Devine







  Name:  Daniel J. Devine

Title:  Chief Financial Officer
	 
	 	   WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

	 
	 	By:	 	Warburg Pincus Partners LLC,

General Partner
	 
	 	 By:
	 	 WARBURG PINCUS & CO.,

Managing Member

	 
	 	 By:
	 	 /s/ BARRY TAYLOR







  Name: Barry Taylor

Title: Managing Director





[Signature
Page to Nominating Agreement] 


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Exhibit 10.11


NOMINATING AGREEMENT

RECITALS

AGREEMENT