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 any of its
Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to
sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell,
issue, contract to sell, contract to purchase or grant any option, right or
warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge
or any other agreement that transfers, in whole or in part, the economic consequences
of ownership of Lock-Up Securities, (iv) establish or increase a put
equivalent position or liquidate or decrease a call equivalent position in
Lock-Up Securities within the meaning of Section 16 of the Exchange Act,
or (v) file with the Commission a registration statement under the Act
relating to Lock-Up Securities, or publicly disclose the intention to take any
such action, 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 Agreement solely as it relates to subsection (v) above, and
public disclosure related thereto.


 


Except to the extent, and only to the extent,
so modified by this Limited Waiver of Underwriting Agreement, all terms,
conditions and covenants contained in the Agreement and the documents related
thereto shall remain in full force and effect, enforceable in accordance with
their terms.  This Limited Waiver of
Underwriting Agreement is effective only as to the matters expressly waived.  This Limited Waiver of Underwriting Agreement
is intended for the benefit of, and may be relied upon by, 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