EXHIBIT 10.2
Lock-Up Agreement
November 21, 2006
Stifel, Nicolaus & Company,
Incorporated
One Financial Plaza
501 North Broadway
St. Louis, MO 63102
Ladies and Gentlemen:
This Lock-Up Agreement is being
delivered to you in satisfaction of a condition of the purchasers
(the “ Purchasers ”) in the securities purchase
agreement (the “ Purchase Agreement ”) to be
entered into by IBERIABANK Corporation, a Louisiana corporation
(the “ Company ”), and the Purchasers, pursuant
to which the Investors will agree to purchase shares (the “
Shares ”) of common stock, par value $1.00 per share,
of the Company (the “ Common Stock
”).
The undersigned agrees that, for a
period (the “ Lock-Up Period ”) beginning on the
date hereof and ending on, and including, the date that the
Securities and Exchange Commission (the “ Commission
”) declares effective the registration statement registering
the Shares for resale as contemplated by the Purchase Agreement
(the “ Resale Registration Statement ”), the
undersigned will not, without your prior written consent,
(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
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 with respect to, any Common Stock or any
securities convertible into or exchangeable or exercisable for
Common Stock, or warrants or other rights to purchase Common Stock
or any such securities, (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
securities convertible into or exchangeable or exercisable for
Common Stock, or warrants or other rights to purchase Common Stock
or any such securities, 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) above. The foregoing sentence shall not apply to
(a)
