0001104659-09-053464 Sample Contracts

Bridgepoint Education, Inc. Limited Waiver of Lock-Up Agreement
Limited Waiver of Lock-Up Agreement • September 4th, 2009 • Bridgepoint Education Inc • Services-educational services

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.

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Bridgepoint Education, Inc. Limited Waiver of Underwriting Agreement
Limited Waiver of Underwriting Agreement • September 4th, 2009 • Bridgepoint Education Inc • Services-educational services

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.

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