DOLAN MEDIA COMPANY
Exhibit 1.2
XXXXX MEDIA COMPANY
_______________________, 2007
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
4 World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
4 World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Re: Xxxxx Media Company Reserved Share Program
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement dated ______, 2007 (the “Underwriting
Agreement”) among Xxxxx Media Company (the “Company”), the selling stockholders and the
Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but
not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
As part of the offering contemplated by the Underwriting Agreement, Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) has agreed to reserve out of the shares of Common
Stock, $0.001 par value (“Shares”), set forth opposite its name on Schedule I to the Underwriting
Agreement, up to 6% of the Shares being offered to the public by the
Company for sale to persons designated by the Company (“Invitees”), as set
forth in the Prospectus under the heading “Underwriting” (the “Reserved Share Program”). The
Shares to be sold by Xxxxxxx Xxxxx pursuant to the Reserved Share Program (the “Reserved Shares”)
will be sold by Xxxxxxx Xxxxx pursuant to the Underwriting Agreement at the public offering price.
Any Reserved Shares not orally confirmed for purchase by such Invitees by the end of the first
business day after the date of the Underwriting Agreement will be offered directly to the public by
Xxxxxxx Xxxxx as set forth in the Prospectus.
In order to induce Xxxxxxx Xxxxx to conduct the Reserved Share Program, and in addition to and
without limiting the representations, warranties, covenants and agreements of the Company contained
in the Underwriting Agreement, the Company hereby agrees with Xxxxxxx Xxxxx as follows:
1. The Company represents and warrants to Xxxxxxx Xxxxx that (i) the Registration Statement,
the Prospectus and any Preliminary Prospectus comply, and any further amendments or supplements
thereto will comply, in all material respects with any applicable laws or regulations of foreign
jurisdictions in which the Registration Statement, Prospectus or any Preliminary Prospectus, as
amended or supplemented, if applicable, are distributed to Invitees in connection with the Reserved
Share Program,
and that (ii) no authorization, approval, consent, license, order, registration or qualification
of or with any government, governmental instrumentality or court, other than such as have been
obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which
the Reserved Shares are offered or sold to Invitees outside the United States in connection with
the Reserved Share Program.
2. The Company covenants with Xxxxxxx Xxxxx that the Company will comply with all applicable
securities and other applicable laws, rules and regulations in each foreign jurisdiction in which
the Reserved Shares are offered or sold in connection with the Reserved Share Program.
3. In connection with the offer and sale of the Reserved Shares, the Company agrees to
indemnify and hold harmless Xxxxxxx Xxxxx, its Affiliates and selling agents and each person, if
any, who controls any of the foregoing within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act (collectively, the “Indemnified Parties”), from and against any and
all loss, liability, claim, damage and expense (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending, investigating or settling any such
action or claim), as incurred, (i) arising out of the violation of any applicable laws or
regulations of foreign jurisdictions where Reserved Shares have been offered to Invitees; (ii)
arising out of any untrue statement or alleged untrue statement of a material fact contained in any
prospectus wrapper or other material prepared by or with the consent of the Company for
distribution to Invitees in connection with the offering of the Reserved Shares or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (iii) caused by the failure of any Invitee
to pay for and accept delivery of Reserved Shares which have been orally confirmed for purchase by
any Invitee by the end of the first business day after the date of the Agreement; or (iv) related
to, or arising out of or in connection with, the offering of the Reserved Shares, provided that no
indemnification shall be available under this Section 3 for any loss, liability, claim, damage and
expense which has been finally judicially determined to have arisen from the gross negligence or
willful misconduct of any Indemnified Party.
4. The Company has not offered, or caused the Representatives to offer, Reserved Shares to any
person with the specific intent to unlawfully influence (i) a customer or supplier of the Company
or any of its affiliates to alter the customer’s or supplier’s level or type of business with any
such entity or (ii) a trade journalist or publication to write or publish favorable information
about the Company or any of its affiliates, or their respective businesses or products.
5. This Agreement is for the benefit of Xxxxxxx Xxxxx and each of the Underwriters and is
enforceable to the same extent as if fully set forth in the Underwriting Agreement.
6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.
7. This Agreement may be executed in one or more counterparts and, when a counterpart has been
executed by each party, all such counterparts taken together shall constitute one and the same
agreement.
| Very truly yours, XXXXX MEDIA COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
| By: | ||||
| Name: | ||||
| Title: | ||||
