Lock-Up Agreement between Universal Technical Institute, Inc. and Underwriters for Public Offering

Summary

This agreement is between Universal Technical Institute, Inc. and certain shareholders, in favor of the underwriters for the company's public offering. The shareholders agree not to sell, transfer, or otherwise dispose of their shares, or exercise registration rights, for 180 days after the public offering date without the underwriters' consent. Some exceptions apply, such as exercising options or converting preferred stock, but any resulting shares remain subject to the lock-up. The agreement is binding on successors and lapses if the offering does not occur by January 31, 2004.

EX-4.3 7 p68194exv4w3.txt FORM OF LOCK-UP AGREEMENT Exhibit 4.3 August ___, 2003 Universal Technical Institute, Inc. 10851 North Black Canyon Road, Suite 600 Phoenix, Arizona 85029 Credit Suisse First Boston LLC Banc of America Securities LLC Jefferies & Company, Inc. SunTrust Capital Markets, Inc. Thomas Weisel Partners LLC c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 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: