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) 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 those individuals and entities
(each a “Stockholder Signatory” and, collectively, the “Stockholder Signatories”)
listed on the table under the heading “Principal and Selling Stockholders” in
the registration statement on Form S 1 (File No. 333-161549)
originally filed by the Company with the Securities and Exchange Commission on August 26,
2009, as it may be subsequently amended (the “Registration Statement”), solely
as it relates to subsections (i), (iii) and (iv) above, and solely
with respect to the offer and sale of securities pursuant to the Registration
Statement.  The Company hereby consents
to the waiver of subsections (i), (iii) and (iv) above.


 


With respect to any individual or entity that
is not a Stockholder Signatory, 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, the Stockholder
Signatories 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