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  Exhibit 4.2    
    


 
 

  TELEUNIVERSITY, INC.
  REGISTRATION RIGHTS AGREEMENT    
    


        REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of November 26, 2003, among Warburg Pincus Private Equity
VIII, L.P., a Delaware limited partnership, and its successors and assigns ("Warburg Pincus"), the Persons who appear on Schedule I hereto (the "Other Holders", and together with Warburg
Pincus, the "Holders") and TeleUniversity, Inc., a Delaware corporation (d/b/a Chatter Learning) (the "Company"). 


 
 

  R E C I T A L S    
    


        WHEREAS, Warburg Pincus has, pursuant to the terms of the Securities Purchase Agreement, dated as of November 26, 2003, with the
Company (the "Purchase Agreement"), agreed to purchase shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series A Preferred Stock"); 



        WHEREAS,
the shares of Series A Preferred Stock are convertible into shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"); 


        WHEREAS,
the Other Holders, pursuant to the terms of certain agreements (collectively, the "Prior Agreements") have acquired shares of Common Stock or were granted rights to acquire
shares of Common Stock and were granted certain registration rights with respect to such shares; 


        WHEREAS,
it is a condition to the obligations of Warburg Pincus under the Purchase Agreement that the parties hereto enter into this Agreement in its entirety; and 



        WHEREAS,
the Company and the Holders desire to define the registration rights of the Holders on the terms and subject to the conditions herein set forth. 


        NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows: 


 
 

  SECTION 1. DEFINITIONS    
    


        As used in this Agreement, the following terms have the respective meaning set forth below: 



        
Commission:    shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; 


         
Exchange Act:    shall mean the Securities Exchange Act of 1934, as amended; 


         
Initial Public Offering:    shall mean the initial public offering of shares of Common Stock pursuant to a registration under the Securities Act; 



        
Person:    shall mean an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency or political
subdivision thereof; 


         
Register, Registered and Registration:    shall mean a registration effected by preparing and filing a registration statement in compliance with the Securities Act
(and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; 



        
Registrable Securities:    shall mean (A) shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock, (B) any
shares of Common Stock acquired by the Holders, other than those acquired upon the exercise of employee stock options, and (C) any stock of the Company 


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issued
as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Series A Preferred Stock or Common Stock referred to in clause (A) or
(B) above; 


        
Registration Expenses:    shall mean all expenses incurred by the Company in compliance with Section 2(A), (B) and (C) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, fees and expenses of one counsel for all the Holders in an amount not to exceed
$25,000, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which
shall be paid in any event by the Company); 


         
security, securities:    shall have the meaning set forth in Section 2(1) of the Securities Act; 


         
Securities Act:    shall mean the Securities Act of 1933, as amended; and 



        
Selling Expenses:    shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and disbursements of
counsel for each of the Holders other than fees and expenses of one counsel for all the Holders in an amount not to exceed $25,000. 


 
 

  SECTION 2. REGISTRATION RIGHTS    
    


        A.    Requested Registration.    



        1.    Request for Registration.    If the Company shall receive from Warburg Pincus, at any time, a written request
that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: 



        (a)   promptly
give written notice of the proposed registration, qualification or compliance to all Other Holders; and 


        (b)   as
soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the
Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 10 business days after written
notice from the Company is given under Section 2(A)(1)(a) above; provided that the Company shall not be obligated to effect, or take any action
to effect, any such registration pursuant to this Section 2(A): 



          (i)  In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification
or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; 


         (ii)  After
the Company has effected two (2) such registrations pursuant to this Section 2(A) and such registrations have been declared or ordered effective and
the sales of such Registrable Securities shall have closed; 


        (iii)  If
the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any
underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); 


        (iv)  During
the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date one hundred
eighty (180) days 




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immediately
following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a
Rule 145 transaction, with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective; provided, however, that the
Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made
within that period and the Company may only exercise this right once in any twelve (12)-month period; or 


         (v)  If
the Company shall furnish to Warburg Pincus a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply
with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus;  provided, however, that the Company shall not exercise such right more than once in any twelve
(12)-month period. 





        The
registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) other securities of the
Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders") and (ii) Registrable
Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of Registrable Securities to its partners,
the registration shall provide for the resale by such partners, if requested by such Holder. 



        The
registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of
this Agreement). 


        2.    Underwriting.    If Warburg Pincus intends to distribute the Registrable Securities covered by its request by
means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2(A). 


        If
Other Stockholders or Other Holders request inclusion of their securities in the underwriting, Warburg Pincus shall offer to include the securities of such Persons in the underwriting
and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the Company shall
(together with all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by Warburg Pincus and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2(A), if the
representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by Other Stockholders shall be
excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the
registration by each Other Holder shall be reduced on a pro rata basis (based on the number of shares held by such Other Holder), by such minimum number of shares as is necessary to comply with such
request. If, after the exclusion of such Other Holder shares, further reductions are still required, the number of shares included in the registration by Warburg Pincus shall be reduced, by such
minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration. If any Other Stockholder or Holder who has requested inclusion in such registration as provided above disapproves 


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of
the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and Warburg Pincus. The securities so withdrawn shall also be withdrawn
from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its
or their securities for its or their own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been
included in such registration and underwriting will not thereby be limited. 


        B.    Company Registration.    



        1.     If
the Company shall determine to register any of its equity securities either for its own account or for the account of Other Stockholders, other than a registration
relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary
sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: 



        (a)   promptly
give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws); and 


        (b)   include
in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the Holders within 15 days after receipt of the written notice from the Company described in clause (a) above, except as
set forth in Section 2(B)(2) below. Such written request may specify all or a part of the Holders' Registrable Securities. In the event any Holder requests inclusion in a registration pursuant
to this Section 2(B) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. 




        2.    Underwriting.    If the registration of which the Company gives notice is for a registered public offering
involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(B)(1)(a). In such event, the right of each of the Holders
to registration pursuant to this Section 2(B) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the
underwriting to the extent provided herein. The Holders whose shares are to be included in such registration shall (together with the Company and the Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding
any other provision of this Section 2(B), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, and (x) if such
registration is the Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable
Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation
priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty five percent (25%) of the shares included therein
(based on the number of shares). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable
Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent
required by such limitation, and, if a limitation on the number of shares is still required, the number of 


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shares
that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such holder),
by such minimum number of shares as is necessary to comply with such limitation. If any of the participating equity holders of the Company disapprove of the terms of any such underwriting, he may
elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration. 


        C.    Form S-3.    


        Following
the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has
qualified for the use of Form S-3, Warburg Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in
writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be
obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 



        1.     Unless
the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of
Selling Expenses) of more than $5,000,000; 


        2.     Within
180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could
have been included for sale or distribution; or 


        3.     In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 


        The
Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and shall provide a reasonable opportunity for
other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such
offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent
requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of
Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. 


        D.    Expenses of Registration.    


        All
Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling
Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered. 



        E.    Registration Procedures.    


        In
the case of each registration effected by the Company pursuant to this Section 2, the Company will keep the Holders, as applicable, advised in writing as to the initiation of
each registration and as to the completion thereof. At its expense, the Company will: 


        1.     keep
such registration effective for a period of 120 days or until the Holders (or in the case of a distribution to the partners of such Holder, such partners), as
applicable, have completed the 


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distribution
described in the registration statement relating thereto, whichever first occurs; provided,  however, that (A) such 120-day period shall be extended
for a period of time equal to the period during which the Holders or
partners, as applicable, refrain from selling any securities included in such registration in accordance with provisions in Section 2(l) hereof; and (B) in the case of any registration
of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended until all such Registrable
Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules
under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any
prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of
the Exchange Act in the registration statement; 


        2.     furnish
such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request; 


        3.     notify
each Holder of Registrable Securities covered by such registration at any time when a prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and 



        4.     furnish,
on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (1) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to
a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and to the Holders participating in such registration and (2) a letter, dated as
of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and if permitted by
applicable accounting standards, to the Holders participating in such registration. 


        F.    Indemnification.    


        1.     The
Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each Person controlling each of the Holders, with respect
to each registration which has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other
document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or the Exchange Act or any
rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will
reimburse each of the Holders, each of its officers, 


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directors
and partners, and each Person controlling each of the Holders, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Holders or underwriter and stated
to be specifically for use therein. 


        2.     Each
of the Holders will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being
effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the
Company or such underwriter, each other Holder and Other Stockholder and each of their officers, directors, and partners, and each person controlling such other Holder and Other Stockholder against
all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact required to be stated therein or
necessary to make the statements by such Holder therein not misleading, and will reimburse the Company and such other Holders and Other Stockholders, directors, officers, partners, persons,
underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or
other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the
obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein. 


        3.     Each
party entitled to indemnification under this Section 2(F) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation. resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party
shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall
be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 2(F) unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 


        4.     If
the indemnification provided for in this Section 2(F) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any
loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result 


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of
such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged
omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. 


        5.     Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection
with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. 



        6.     The
foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage arising out
of a statement made in or omitted from a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question
becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"), such indemnity or contribution agreement shall not inure to
the benefit of any underwriter or Holder if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the Person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act. 


        G.    Information by the Holders.    


        1.     Each
of the Holders holding securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by
such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2. 



        2.     In
the event that, either immediately prior to or subsequent to the effectiveness of any registration statement, any Holder shall distribute Registrable Securities to its
partners, such Holder shall so advise the Company and provide such information as shall be necessary to permit an amendment to such registration statement to provide information with respect to such
partners, as selling securityholders. Promptly following receipt of such information, the Company shall file an appropriate amendment to such registration statement reflecting the information so
provided. Any incremental expense to the Company resulting from such amendment shall be borne by such Holder. 



        H.    Rule 144 Reporting.    


        With
a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities to the public without registration, the
Company agrees to: 


        1.     make
and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"), at all times from
and after 90 days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; 



        2.     use
its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
at any time after it has become subject to such reporting requirements; and 


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        3.     so
long as the Holder owns any Registrable Securities, furnish to the Holder upon request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time from and after 90 days following the effective date of the first registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such
securities without registration. 


        I.    "Market Stand-off" Agreement.    



        Each
of the Holders agrees, if requested by the Company and an underwriter of equity securities of the Company, not to sell or otherwise transfer or dispose of any Registrable Securities
held by such Holder during the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act, provided that: 


        1.     such
agreement only applies to the Initial Public Offering; and 


        2.     all
officers and directors of the Company enter into similar agreements. 


        If
requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of said 180-day period. The provisions of this Section 2(I) shall be binding upon any transferee who
acquires Registrable Securities. 


        J.    Termination.    


        The
registration rights set forth in this Section 2 shall not be available to any Holder if, (i) in the opinion of counsel to the Company, all of the Registrable Securities
then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 (without giving effect to the provisions
of Rule 144(k)) or (ii) all of the Registrable Securities held by such Holder have been sold in a registration pursuant to the Securities Act or pursuant to Rule 144. 


 
 

  SECTION 3. COVENANTS OF THE PARTIES    
    


        Each of the Other Holders who are parties to the Prior Agreements set forth on Schedule II hereto hereby acknowledges and agrees
that this Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understandings relating to such subject matter, including
the Prior Agreements set forth on Schedule II, and that the provisions of such Prior Agreements related to such subject matter and set forth on Schedule II are terminated and all rights
thereunder are waived as of the date hereof, with no further liabilities or obligations relating thereto on the part of any party thereto. 


 
 

  SECTION 4. MISCELLANEOUS    
    


        A.    Directly or Indirectly.    


        Where
any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person. 


        B.    Governing Law.    



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


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        C.    Section Headings.    



        The
headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 


        D.    Notices.    


        1.     All
communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered or certified mail,
postage prepaid: 



        (a)   if
to Warburg Pincus, at 466 Lexington Avenue, New York, NY 10017 (facsimile: (212) 716-5142), Attention: Ryan Craig, or at such other address or
facsimile number as Warburg Pincus may have furnished the Company in writing, with a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019-6099
(facsimile: (212) 728-8111), Attention: Steven J. Gartner, Esq.; 


        (b)   if
to the Other Holders, at the address or facsimile number listed on Schedule I hereto, or at such other address or facsimile number as may have been furnished
the Company and Warburg Pincus in writing; and 


        (c)   if
to the Company, at 4350 E. Camelback Road, B-240, Phoenix, AZ 85018 (facsimile: (602) 553-2728), Attention: Chief Executive Officer, or
at such other address or facsimile number as it may have furnished the Holders in writing, with a copy to Lewis and Roca LLP, 40 N. Central Ave., Phoenix, AZ 85004 (facsimile:
(602) 734-3745), Attention: Scott DeWald, Esq. 




        2.     Any
notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery; if mailed by overnight courier, on the first
business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. 


        E.    Reproduction of Documents.    



        This
Agreement and all documents relating thereto, including, without limitation, any consents, waivers and modifications which may hereafter be executed may be reproduced by the Holders
by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the Holders may destroy any original document so reproduced. The parties hereto agree and
stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not
such reproduction was made by the Holders in the regular course of business) sand that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 



        F.    Successors and Assigns.    


        This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties; provided, however, that a transferee or assignee of Warburg Pincus may
only be entitled to the benefits of this Agreement (i) in the event such transferee or assignee receives not less than 100,000 shares of Registrable Securities (as presently constituted and
subject to subsequent adjustments, for stock splits, stock dividends, reverse stock splits, recapitalization or similar events) and (ii) such transferee or assignee assumes in writing the
obligations of Warburg Pincus under this Agreement in respect of such shares transferred or assigned. The Company shall be given written notice at the time of or within a reasonable time after such
transfer or assignment, such notice shall state the name and address of the transferee or assignee and identify the Registrable Securities with respect to which such registration rights are being
transferred or assigned. 


10







 

        G.    Entire Agreement; Amendment and Waiver.    



        This
Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding among such parties. The provisions
of the Prior Agreements relating to such subject matter and set forth on Schedule II hereto are hereby terminated and shall have no further force or effect and all rights thereunder are hereby
waived in their entirety. 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 Company and Warburg Pincus and,
in the case of any amendment or waiver that would adversely affect the Other Holders in a manner different than Warburg Pincus, with the consent of the Other Holders holding a majority of the then
outstanding Registrable Securities. 


        H.    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. 


        I.    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. 


[Remainder
of Page Intentionally Left Blank] 


11








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



					
	 	 	 TELEUNIVERSITY, INC.
	

 	
 	
By:	
 	
/s/ Scott Turner






  Name: Scott Turner

Title: Chief Executive Officer







 





					
	 WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
	
 By:	
 	
WARBURG PINCUS & CO.,

General Partner	
 	

 
	
 By:	
 	
/s/ MIMI H. STROUSE






  Name: Mimi H. Strouse

Title: Managing Director	
 	

 
	
OTHER HOLDERS:	
 	

 
	
 By:	
 	
/s/ Andrew Clark






  Name: Andrew Clark

Title:	
 	

 













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Exhibit 4.2


TELEUNIVERSITY, INC. REGISTRATION RIGHTS AGREEMENT

R E C I T A L S

SECTION 1. DEFINITIONS

SECTION 2. REGISTRATION RIGHTS

SECTION 3. COVENANTS OF THE PARTIES

SECTION 4. MISCELLANEOUS