Limited Waiver of Bridgepoint Education, Inc. Underwriting Agreement

Exhibit 4.2

Bridgepoint Education, Inc.

Limited Waiver of Underwriting Agreement

August 19, 2009

Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego, California 92128

Re:          Limited Waiver of Bridgepoint Education, Inc. Underwriting Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Underwriting Agreement (the “Agreement”) entered into on April 14, 2009, by and among Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives (together, the “Representatives”), William Blair & Company, BMO Capital Markets, Piper Jaffray and Signal Hill, Bridgepoint Education, Inc. (the “Company”) and, certain stockholders of 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 Agreement.

Pursuant to Section 5(k) of the Agreement, the Company has agreed, among other things, not to directly or indirectly take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for