Capella Education Co Watch

from S-1/A 3 pages Cec Incorporated Under the Laws of the State of Minnesota See Reverse Side for Certain Definitions Cusip 139594 10 5 This Certifies That by Is the Owner of Fully Paid and Non-Assessable Common Shares, $0.01 Par Value, of Capella Education Company Transferable on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of This Certificate Properly Wells Fargo Bank, N.A. Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. Common Countersigned and Registered: In Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Facsimile Signatures of Its Duly Authorized Officers. Dated: [Signature to Come] Countersigned and Registered: Wells Fargo Bank, N.A. Transfer Agent and Registrar by Authorized Signature [Signature to Come] Authorized Signature and Registrar Transfer Agent Secretary President American Financial Printing Incorporated — Minneapolis

from S-1 ~50 pages Class E Convertible Preferred Stock Purchase Agreement

from S-1 ~50 pages Class F Convertible Preferred Stock Purchase Agreement

from S-1 ~50 pages Class G Convertible Preferred Stock Purchase Agreement

from S-1 ~20 pages Exchange Agreement

from S-1 ~1 page Amendment to Warrant

from S-1 1 page Amendment to Warrant

from S-1 ~10 pages Indenture or similar

from S-1 ~5 pages Amendment to Warrant

from S-1 1 page Amendment to Warrant

from S-1 1 page Amendment to Warrant

from S-1 ~10 pages Indenture or similar

from S-1 ~20 pages 2nd Amended/Restated Investor Rights Agreement

from S-1 ~5 pages Amendment No. 3 to the Registration Rights Agreement

from S-1 ~5 pages Amendment No. 2 to the Registration Rights Agreement

from S-1 ~5 pages Amendment No. 1 to the Registration Rights Agreement

from S-1 ~10 pages Registration Rights Agreement

from S-1 ~20 pages 3rd Amended/Restated Co-Sale and Board Representation Agreement