Exhibit 4.5
___________________, 2004
Universal Technical Institute, Inc.
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Credit Suisse First Boston LLC
Banc of America Securities LLC
▇▇▇▇▇▇▇▇▇ & Company, Inc.
SunTrust Capital Markets, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC
c/o Credit Suisse First Boston LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sir or Madam:
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 an orderly 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 90 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.
The exercise of options granted to the undersigned will not be subject
to or prohibited by this Agreement. Any Securities received upon such exercise
of options will nevertheless be subject to this Agreement. Any Securities
acquired by the undersigned in the open market 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 June 13, 2004.
Very truly yours,
----------------------------
Name: