FORM OF LOCK-UP AGREEMENT]
Exhibit 7.2
[FORM OF LOCK-UP AGREEMENT]
December 13, 2010
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting
Agreement (the “Underwriting Agreement”) to be entered into by International Coal Group,
Inc., a Delaware corporation (the “Company”), the Selling Stockholders named therein and
you and the other Underwriters named in Schedule A to the Underwriting Agreement, with respect to
the public offering (the “Offering”) of common stock, par value $0.01 per share, of the
Company (the “Common Stock”). Capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Underwriting Agreement.
In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that,
for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and
including, the date that is 90 days after the date of the final prospectus supplement relating to
the Offering, the undersigned will not, without the prior written consent of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or file (or participate in the filing of) a registration statement with the Securities
and Exchange Commission (the “Commission”) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or
any other securities of the Company that are substantially similar to Common Stock, or any
securities convertible into or exchangeable or exercisable for, or any warrants or other rights to
purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of Common Stock or any other
securities of the Company that are substantially similar to Common Stock, or any securities
convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase,
the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise or (iii) publicly announce an intention to effect any
transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the
sale of Firm Shares or Additional Shares by any Selling Stockholder to the Underwriters pursuant to
the
Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with
the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust
for the direct or indirect benefit of the undersigned and/or the immediate family of the
undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the
terms of this Lock-Up Agreement, (d) transfers occurring by operation of law, such as rules of
descent and distribution, or statutes governing the effects of a merger or a qualified domestic
order, provided that the transferee agrees in writing with the Underwriters to be bound by the
terms of this Lock-Up Agreement and (e) transfers by the undersigned, if a limited partnership,
limited liability company or corporation, to any limited or general partner, member of or
corporation directly or indirectly controlling, controlled by or under common control with, as the
case may be, of the undersigned, provided that the recipient thereof agrees in writing to be bound
by the terms of this Lock-Up Agreement; and provided that (i) any such transfer pursuant to clauses
(b), (c) and (d) shall not involve a disposition for value and (ii) any such transfer pursuant to
clause (e) is not required to be reported with the Securities and Exchange Commission on Form 4 in
accordance with Section 16 of the Securities Exchange Act of 1934, as amended,. For purposes of
this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal
descendent, father, mother, brother or sister of the undersigned.
In addition, the undersigned hereby waives any rights the undersigned may have to require
registration of Common Stock in connection with the filing of any registration statement relating
to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will
not, without the prior written consent of the Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
make any demand for, or exercise any right with respect to, the registration of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other
rights to purchase Common Stock or any such securities.
Notwithstanding the above, if (a) during the period that begins on the date that is fifteen
(15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends
on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a
material event relating to the Company occurs; or (b) prior to the expiration of the Lock-Up
Period, the Company announces that it will release earnings results during the sixteen (16) day
period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this
Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15)
calendar days plus three (3) business days after the date on which the issuance of the earnings
release or the material news or material event occurs; provided, that this sentence shall
not apply if (i) the safe harbor provided by Rule 139 under the Act is available in the manner
contemplated by Conduct Rule 2711(f)(4) of FINRA; and (ii) within the 3 business days preceding the
15th calendar day before the last day of the Lock-Up
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Period, the Company delivers (in accordance with Section 14 of the Underwriting Agreement) to
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated a certificate, signed by the Chief Financial
Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the
Company’s shares of Common Stock are “actively traded securities,” within the meaning of Conduct
Rule 2711(f)(4) of FINRA.
The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken,
and hereby covenants that the undersigned will not, directly or indirectly, take, any action
designed, or which has constituted or will constitute or might reasonably be expected to cause or
result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the shares of Common Stock.
The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up
Period, to decline the transfer of or to note stop transfer restrictions on the stock register and
other records relating to shares of Common Stock or other securities subject to this Lock-Up
Agreement of which the undersigned is the record holder, and, with respect to shares of Common
Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the
beneficial owner but not the record holder, the undersigned hereby agrees to cause such record
holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the
transfer of or to note stop transfer restrictions on the stock register and other records relating
to such shares or other securities.
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If (i) the Company notifies you in writing that it does not intend to proceed with the
Offering, (ii) the registration statement filed with the Commission with respect to the Offering is
withdrawn, (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time
of purchase” (as defined in the Underwriting Agreement) or (iv) the Prospectus Supplement has not
been filed with the Commission on or prior to the date that is 30 days after the date hereof, this
Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations
hereunder.
| Yours very truly, |
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| Name: | ||||
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