Exhibit 4.3
August ___, 2003
Universal Technical Institute, Inc.
00000 Xxxxx Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Credit Suisse First Boston LLC
Banc of America Securities LLC
Xxxxxxxxx & Company, Inc.
SunTrust Capital Markets, Inc.
Xxxxxx Xxxxxx Partners LLC
c/o Credit Suisse First Boston LLC
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to result
in the establishment of a public market for Common Stock (the "SECURITIES") of
Universal Technical Institute, Inc., and any successor (by merger or otherwise)
thereto, (the "COMPANY"), the undersigned hereby agrees that from the date
hereof and until 180 days after the public offering date set forth on the final
prospectus used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to
the Underwriting Agreement, to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Securities or securities convertible
into or exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or 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, or 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, without, in each case, the prior written
consent of Credit Suisse First Boston LLC. In addition, the undersigned agrees
that, without the prior written consent of Credit Suisse First Boston LLC, it
will not, during the period commencing on the date hereof and ending 180 days
after the Public Offering Date, 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.
The exercise of options granted to the undersigned or the conversion
or exchange, prior to or upon effectiveness of the registration statement filed
with the Securities and Exchange Commission in connection with the offer and
sale of the Securities, of shares of the Company's Series A, B, C and D
preferred stock currently outstanding and held by the undersigned into shares of
Securities will not be subject to or prohibited by this Agreement. Any
Securities received upon such exercise of options or upon any conversion or
exchange of such shares of preferred stock will nevertheless be subject to this
Agreement. Any Securities acquired by the undersigned in the open market or in
any issuer directed share program will not be subject to this Agreement. A
transfer of Securities to a family member or trust may be made, provided the
transferee agrees to be bound in writing by the terms of this Agreement.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
Agreement shall lapse and become null and void if the Public Offering Date shall
not have occurred on or before January 31, 2004.
Very truly yours,
...............................
Name:
