Exhibit 1.3
Form of Lock-Up Agreement for Preferred Share Exchange
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
Lodigian, 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 the undersigned as stockholders of
the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agree, with each
Underwriter to be named in the Purchase Agreement that from the date hereof
until (1) as to all Lock-Up Securities, as defined below, December 22, 2004; and
(2) as to not less than fifty percent (50%) of each of the undersigned's Lock-Up
Securities, March 22, 2005; or, if earlier, the termination of the Purchase
Agreement (the "Lock-up Period"), the undersigned 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 or transfer any shares of Common Stock received in the
Preferred Share Exchange (as defined in Registration Statement No. 333-113410 as
amended, filed with the United States Securities and Exchange Commission)
(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:
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Authorized Signatory
By: OAKTREE CAPITAL MANAGEMENT, LLC
By:
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Authorized Signatory
By: BRE/HY FUNDING L.L.C.
By:
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Authorized Signatory
