Exhibit 4.3
_____________, 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 and including 180 days after the public offering date (the "PUBLIC
OFFERING DATE") set forth on the final prospectus used to sell the Securities
(the "LOCK-UP PERIOD") 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 Lock-up Period, 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.
Notwithstanding anything contained herein to the contrary, if (i) during
the last 17 days of the initial Lock-up Period, the Company releases earnings
results or material news or a material event relating to the Company occurs or
(ii) prior to the expiration of the initial Lock-up Period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-up Period, then, in each case, the
Lock-up Period will be extended until the expiration of the 18-day period
beginning on the date of release of the earnings results or the occurrence of
the materials news or material event, as applicable, unless Credit Suisse First
Boston LLC waives, in writing, such extension.
The undersigned hereby acknowledges and agrees that written notice of any
extension of the Lock-up Period pursuant to the previous paragraph will be
delivered by Credit Suisse First Boston LLC to the Company (in accordance with
Section 12 of the Underwriting Agreement) and that any such notice properly
delivered will be deemed to have been given to, and received by, the
undersigned. The undersigned further agrees that, prior to engaging in any
transaction or taking any other action that is subject to the terms of this
Lock-up Agreement during the period from the date of this Lock-up Agreement to
and including the 34th day following the expiration of the initial Lock-up
Period, it will give notice thereof to the Company and will not consummate such
transaction or take any such action unless it has received written confirmation
from the Company that the Lock-up Period (as may have been extended pursuant to
the previous paragraph) has expired.
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 March 31, 2004.
Very truly yours,
By: ____________________________________
Name: __________________________________
