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, 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) publicly disclose the intention to
make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement; or (iv) make any demand for
or exercise any right with respect to, the registration of any Securities or
any security convertible into or exercisable or exchangeable for the
Securities; in each case, without the prior written consent of the
Representatives during the Lock-up Period.


 


The Representatives hereby waive the Lock-up
Period of the IPO Agreements entered into by WP and the Registration Rights
Holders as it relates to subsections (iii) and (iv) above; provided,
however, that no offer or sale of the Securities can be made unless and until
the Representatives deliver a waiver of the lock-up provisions set forth in
subsection (i) above. The Company hereby consents to the waiver of
subsections (iii) and (iv) above.


 


With respect to any individual or entity
other than WP and the Registration Rights Holders, the IPO Agreements shall
remain in full force and effect, enforceable in accordance with their
terms.  Except to the extent, and only to
the extent, so modified by this Limited Waiver of Lock-Up Agreement, all terms,
conditions and covenants contained in the IPO Agreements and the documents
related thereto shall remain in full force and effect, enforceable in
accordance with their terms.  This
Limited Waiver of Lock-Up Agreement is effective only as to the matters
expressly waived.  This 


 


 

















 


Limited Waiver of Lock-Up Agreement is intended for the benefit of, and
may be relied upon by, WP, the Registration Rights Holders, and the Company.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE REPRESENTATIVES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Credit Suisse Securities
  (USA) LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hayes Smith

  
	
   

  	
  Name:

  	
  Hayes Smith

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. Morgan Securities Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alice Takhtajan

  
	
   

  	
  Name:

  	
  Alice Takhtajan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bridgepoint Education, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. Devine

  
	
   

  	
  Name:

  	
  Daniel J. Devine

  
	
   

  	
  Title:

  	
  Chief Financial Officer