AMENDMENT 5 TO LEASE

This Amendment 5 to Lease (“Amendment”) is made and entered into as of this 1st day of December, 2012, by and between 2844 West Deer Valley, L.L.C., an Arizona limited liability company (“Landlord”), and Universal Technical Institute of Phoenix, Inc., f/k/a/ The Clinton Harley Corporation, a Delaware corporation (“Tenant”).

A.    Landlord and Tenant previously entered into that certain Lease Agreement dated April 1, 1994 for premises commonly known as 2844 W. Deer Valley Road and 2837 W. Louise Drive, Phoenix, Arizona 85027 (“Lease Agreement”), as amended by that certain Amendment 2 for Lease of Commercial Building located at 2844 W. Deer Valley Road, Phoenix, Arizona 85027, dated August 15, 1995 (“Amendment 2”) and that certain Amendment 3 to Lease of Commercial Building dated September 30, 1997 (“Amendment 3”), and that certain Amendment 4 to Lease of Commercial Building dated January, 2000 (“Amendment 4”) (collectively, the “Lease”).

B.    Landlord and Tenant desire to amend the terms of the Lease in accordance with the provisions hereof.

NOW, THEREFORE, in consideration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Lease as follows:

1.    Paragraph D of Basic Lease Provisions. Paragraph D of the Basic Lease Provisions is amended to provide that the Premises include the buildings and 6.886 acres of land areas depicted on the diagram attached hereto as Exhibit A.

2.    Paragraph E of Basic Lease Provisions. Paragraph E of the Basic Lease Provisions is deleted in its entirety and replaced with the following:

3.    Paragraph F of Basic Lease Provision. Paragraph F of the Basic Lease Provisions is deleted in its entirety and replaced with the following:

4.    Paragraph G of Basic Lease Provisions. Paragraph G of the Basic Lease Provisions is deleted in its entirety effective January 1, 2013 and replaced with the following:

*In addition to the monthly rent stated above, Tenant shall be responsible for the payment of any and all property taxes, property insurance, rental taxes, general assessments, special assessments, association fees and other charges and costs as specified in the Lease (“Additional Charges”).

6.    Capitalized Terms. Capitalized terms used herein and not defined herein shall have meaning given to them in the Lease.

7.    Tenant Improvement Allowance. Commencing July 1, 2013, Landlord agrees to provide Tenant with a Tenant Improvement Allowance equal to $200,000.00 (hereinafter the “Allowance”). Funding the Allowance will be in six (6) equal payments of $33,333.33 and will be dispersed to Tenant in the form of either a rent credit or a check from Landlord, at Landlord’s discretion. Tenant agrees to use the Allowance towards building improvements such as painting, flooring, electrical, plumbing, roof or HVAC improvements, and all such improvements shall be constructed in compliance with all applicable rules, laws and regulations. Except as arising from Landlord’s negligence or willful misconduct, Landlord shall have no responsibility or liability for any death or injury to persons, including but not limited to Tenant, Tenant’s officers, directors, employees, personnel, contractors, invitees, or any third persons in or upon the Premises, or for damage to property caused by alterations, additions or improvements made to the Premises by Tenant, and Tenant hereby indemnifies Landlord against any such liability, obligation, cost or expense arising therefrom. Tenant shall pay when due all claims for labor and material furnished to the Premises. Any Tenant contractor shall be a commercially licensed and bonded contractor and shall have commercially reasonable amounts of workman’s compensation and general liability insurance with Landlord and Landlord’s property management company both named as insured parties under the coverage’s.

8.    Alterations. Tenant shall have the right to make future alterations to the Premises that are non structural, using an architect, design and contractor professionals (all appropriately licensed) of Tenant’s choice, without prior consent of Landlord, for projects under $50,000. Upon Landlord’s written request, Tenant agrees to provide Landlord with reasonable information, including blue prints for all such alterations and improvements.

9.    Option to Extend. Tenant shall have three (3) options to extend this Lease for an extended term of five (5) years each by giving Landlord written notice of its intention to do so not later than six (6) months prior to the expiration of the applicable Term and not more than fifteen (15) months prior to the expiration of the applicable Term; provided, however, that Tenant is not in material default beyond any applicable cure period under the Lease on the date of giving such notice. Any termination of the Lease shall result in automatic termination of these options. The extended term shall be upon all of the terms and conditions of the Lease, except that the Minimum Rent shall adjust to Fair Market Rental as provided herein. The Minimum Rent for the extended term shall be calculated as follows:

expiration of said thirty (30) day period; provided however, that if the difference between the two appraisals is ten percent (10%) or less of the lowest appraisal, then an additional appraiser shall not be designated and the Fair Market Rental shall equal the average of the two (2) appraisals that are submitted. The third appraiser shall submit an independent written appraisal within thirty (30) days following his or her appointment. If the two appraisers cannot agree upon a third appraiser, then either party hereunder may request that the presiding Judge of the Maricopa County Superior Court appoint such third appraiser. The Fair Market Rental shall be equal to the average of the two (2) written appraisals which are closest, and the third (3^rd) appraisal shall be disregarded.

10.    FF & E (Phone System / Cabling). Tenant shall have the right to use all existing FF&E, phone system,and cabling systems that are currently in place within the Premises at no cost during the Lease Term.

11.    Parking. Tenant shall have use of the parking designated on Exhibit A attached hereto as per the original Lease Agreement referenced above.

12.    Signage. Tenant shall have the right to install building signage per the terms and conditions of the original Lease Agreement.

13.    Telecopy Signatures. Landlord and Tenant agree that telecopy counterparts of this Amendment 5 to Lease shall be binding.

14.    Ratification. Except as amended hereby, the Lease is in all other respects ratified and confirmed.

15.    Whole Agreement. This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Lease, the terms and provisions of this Amendment shall control to the extent necessary to resolve such conflict or inconsistency.

16.    Effective Date. The Effective Date hereof shall be the date first written above.

17.    Disclosure. Some of the members of Landlord are licensed real estate Brokers, Associate Brokers and/or Sales Persons in the state of Arizona, including but not limited to Clifford J. Cutler and Robin B. Cutler and are acting as an owner/agent in this transaction.

18.    Notices. Article 23 of the Lease is hereby amended to require that such Notices shall be sent to Landlord at the following address: 2150 East Highland Avenue, Suite 207, Phoenix, Arizona.

All Notices sent to Tenant shall be sent to the following address: 16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona 85254. Attention, Mel Camba.

LANDLORD:                TENANT:

2844 WEST DEER VALLEY, L.L.C., an     UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC.,

Arizona Limited Liability Company    a Delaware corporation

By:                        By:                

Its:                        Its:                

Date:                        Date: