EXHIBIT 1.2
Form of Lock-Up Agreement
June , 2004
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
XXXX XXXXX XXXX XXXXXX, INCORPORATED
XXXXXXX XXXXX & ASSOCIATES, INC.
as Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Proposed Public Offering by Lodgian, Inc.
Dear Sirs:
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("Xxxxxxx Xxxxx"), Citigroup Global Markets Inc. ("Citigroup"), Banc of America
Securities LLC, Xxxx Xxxxx Xxxx Xxxxxx, Incorporated and Xxxxxxx Xxxxx &
Associates, Inc., as representatives of the underwriters (the "Underwriters")
propose to enter into a Purchase Agreement (the "Purchase Agreement") with
Lodgian, Inc., a Delaware corporation (the "Company"), providing for the public
offering (the "Offering") of shares (the "Securities") of the Company's common
stock, par value $0.01 per share (the "Common Stock"). In recognition of the
benefit that the Offering will confer upon Xxxxxxx Xxxxx as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Xxxxxxx Xxxxx agrees, with each
Underwriter to be named in the Purchase Agreement that from the date hereof
until the earlier of (1) 180 days after the date of effectiveness of the
registration statement on Form S-1 filed by the Company with the United States
Securities and Exchange Commission for the purpose of effectuating the Offering
(the "Registration Statement"), (2) December 15, 2004, and (3) the termination
of the Purchase Agreement (the "Lock-up Period"), Xxxxxxx Xxxxx will not,
without the prior written consent of Citigroup, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, lend or otherwise dispose of other than pursuant to the Purchase
Agreement or transfer any shares of Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by Xxxxxxx Xxxxx or with respect to which Xxxxxxx Xxxxx has
or hereafter acquires the power of disposition, or file, or cause to be filed,
any registration statement under the Securities Act of 1933, as amended (the
"Securities Act") with respect to any of the foregoing (collectively, the
"Lock-Up Securities") or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Lock-Up Securities, whether any such
swap or transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.
Very truly yours,
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:_______________________________________
Authorized Signatory
