HRG-12-31-2013-10-Q Ex 10.2


Exhibit 10.2


December 12, 2013




Fidelity & Guaranty Life 
1001 Fleet Street, 6th Floor
Baltimore, MD 21202


Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Jefferies LLC


As Representatives of the Several Underwriters,


c/o     Credit Suisse Securities (USA) LLC
Eleven Madison Avenue,
New York, N.Y. 10010-3629


c/o    J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179


c/o    Jefferies LLC
520 Madison Avenue
New York, NY 10022


Dear Sirs:


As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock, par value 0.01 per share (the “Securities”) of Fidelity & Guaranty Life (formerly Harbinger F&G, LLC), and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any 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 Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Jefferies LLC (together with Credit Suisse and J.P. Morgan, the “Representatives”).  In addition, the undersigned agrees that, without the prior written consent of the Representatives, 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 initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.









Exhibit 10.2


The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired or been terminated.


Any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement.  Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement.  Notwithstanding the foregoing, the undersigned may transfer Securities (a) to a family member or trust or (b) pursuant to the proposed transfer of ownership of the Company’s common stock from the undersigned to FS Holdco Ltd., a wholly-owned subsidiary of the undersigned, for which regulatory approval was applied on November 13, 2013, provided that, in the case of (a) and (b), the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer; and provided further that, in the case of (a) such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). 


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 Lock-Up Agreement.


If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering.


If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.  


This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  If the roadshow relating to the offering has not commenced or has terminated without the execution of the Underwriting Agreement, this Lock-Up Agreement and the Lock-Up Agreements executed by those specified in Schedule C of the Underwriting Agreement may be terminated by Harbinger Group Inc. at any time by written notice to the Representatives.  This Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before April 30, 2014.  This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.




[Signature page follows]







Exhibit 10.2


Very truly yours,




	
		
	IF AN INDIVIDUAL:
	IF AN ENTITY:

	

By:     
              (duly authorized signature)
	

Harbinger Group Inc.    
(please print complete name of entity)

	

Name:     
                      (please print full name)
	

By: /s/ Thomas Williams    
               (duly authorized signature)

	



	

Name: Thomas Williams    
                     (please print full name)

	Address:    
   
   


	Address:    
450 Park Avenue   
New York, NY 10022   














































































[Signature page to Lock-up Agreement]