Exhibit 4.2
Bridgepoint
Education, Inc.
Limited Waiver of Lock-Up
Agreement for Registration Rights Demand
August 19, 2009
To Warburg Pincus Private Equity
VIII, L.P. and
The Stockholders listed on Schedule
I hereto
Re:
Limited Waiver of Bridgepoint Education, Inc. Lock-Up
Agreement
Ladies and Gentlemen:
Reference is hereby made to those
certain Lock-Up Agreements (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,
Warburg Pincus Private Equity VIII, L.P. (“WP”) and the
stockholders listed on Schedule I hereto (the “Registration
Rights Holders”) 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
