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Exhibit 10.4



This Lease Termination Agreement and Release (“Agreement”), dated for reference purposes as of February 17, 2012, is entered into by and between Sunroad Centrum Office I, L.P., a California limited partnership (“Landlord”), and Bridgepoint Education, Inc., a Delaware corporation (“Tenant”).


A.Landlord and Tenant entered into that certain Standard Form Mode of Modified Gross Office Lease dated October __ (sic), 2010 (the “Initial Lease”) pursuant to which Landlord agreed to cause to be constructed and to lease to Tenant, and Tenant agreed to lease from Landlord certain premises (“Premises”) commonly known as the entire first (1 st ) through eighth (8 th ) floors of the to be constructed Building sometimes referred to as Building II in the Sunroad Centrum Project in San Diego, California.

B.      The Initial Lease was modified by that certain First Amendment to Lease dated September 27, 2011 (“First Amendment”). The Initial Lease as modified by the First Amendment is referred herein as the “Lease.”

C.      Landlord and Tenant have agreed to terminate the Lease on the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.      Effective Date . This Agreement is effective upon its full execution and delivery.

2.      Termination of Lease . The Lease shall be deemed terminated at 11:59 p.m. on December 31, 2011 (the “Termination Date”).

3.      Delivery of Possession . The Building has not been constructed and Tenant has not taken possession. Tenant shall no longer have the right to possession of the Premises or to have access to the Premises. The parties acknowledge that Tenant has no personal property at the Premises to be removed.

4.      No Termination Payment . The parties acknowledge and agree that no payments of Basic Monthly Rent or any other monetary obligations on behalf of Tenant have accrued under the Lease. The Parties acknowledge and agree that there shall be no termination Payment due by either party related to this Agreement. In order to allow each of them certainty with respect to their future plans, the parties have determined that it is mutually beneficial to terminate the Lease.

5.      Security Deposit . Landlord acknowledges that Tenant has provided it with a

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