Exhibit 4.3
Bridgepoint
Education, Inc.
Limited Waiver of Lock-Up
Agreement
August 31, 2009
To the Stockholder
Signatories
Re:
Limited Waiver of Bridgepoint Education, Inc. Lock-Up
Agreement
Ladies and Gentlemen:
Reference is hereby made to those
certain Lock-Up Agreements (each an “IPO Agreement”
and, collectively, the “IPO Agreements”) entered into
on or about December 16, 2008, by and among Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc., as
representatives (together, the “Representatives”), and
certain Stockholders of Bridgepoint Education, Inc. (the
“Company”), in connection with the initial public
offering (the “IPO”) of the Common Stock of the
Company. Capitalized terms used but not defined herein have
the meanings set forth in the IPO Agreements.
Pursuant to the IPO Agreements, the
Stockholder Signatories (as defined below) have agreed, among other
things, that they will not (i) offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, any
Securities or securities convertible into or exchangeable or
exercisable for any Securities, or enter into a transaction which
would have the same effect; (ii) enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Securities, whether any
such aforementioned transaction is to be settled by delivery of the
Securities or such other securities, in cash or otherwise;
(iii) publicl
