AGREEMENT OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
________________, 19__
▇.▇. ▇▇▇▇▇▇ & Co., Inc.
As Representative of the
referenced Underwriters
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to a certain Underwriting Agreement (the "Underwriting
Agreement") dated this date (the "Effective Date") between Life Critical Care
Corporation, a Delaware corporation (the "Company"), and you, as Representative
of the several Underwriters, including yourself, named therein (the
"Underwriters"), the Company proposes to sell to the Underwriters, pursuant to a
registration statement (File No. 333-14755) on Form SB-2 relating to the public
offering thereof (the "Offering"), shares of the common stock, $.01 par value,
of the Company (the "Shares"). Capitalized terms used in this Agreement and not
otherwise defined herein shall have the respective meanings given them by the
Underwriting Agreement.
To induce you to enter into the Underwriting Agreement, and in
consideration thereof, each of the undersigned, being an officer, director or
principal stockholder of the Company (each, an "Individual") agrees as follows:
Covenants. Each Individual, for himself individually and not
jointly, covenants and agrees with each Underwriter and the Company that:
(a) Restriction on Future Sales. For a period of 18 months following
the Effective Date, such Individual shall not, without your prior written
consent, sell, assign, hypothecate, pledge or otherwise dispose of, directly or
indirectly, any Shares now or hereafter owned by him (whether acquired through
option exercise or otherwise), and such Individual hereby agrees to permit all
certificates evidencing such Shares to be endorsed with the appropriate
restrictive legends, and consents to the placement of appropriate stop transfer
orders with the transfer agent for the Company.
(b) Certain Market Practices. Such Individual represents that he has
not taken, and agrees that he shall not take, directly or indirectly, any action
designed, or which might reasonably be expected, to cause or result in, or which
has constituted, the
stabilization or manipulation of the price of the Shares to facilitate the sale
or resale thereof.
(c) Certain Representations. Such Individual shall not make any written
or oral representation in connection with the offering and sale of the Shares or
the Representative's Warrant which is not contained in the Prospectus, which is
otherwise inconsistent with or in contravention of anything contained in the
Prospectus, or which shall constitute a violation of the Securities Act of 1933,
as amended (the "Act"), the rules and regulations promulgated thereunder, the
Securities Exchange Act of 1934, as amended, or the rules and regulations
promulgated thereunder.
(d) Rule 144 Sales. For a period of three years following the First
Closing Date, you shall have the right to purchase for your own account, or to
sell for the account of such Individual, all securities of the Company sold by
such Individual pursuant to Rule 144 of the rules and regulations promulgated
under the Act.
2. Representations and Warranties. Each Individual, for himself
individually and not jointly, represents and warrants to, and agrees with, each
Underwriter and the Company (except that Individuals who are not party to the
Stock Escrow Agreement make no representations or warranties whatsoever with
respect to the Stock Escrow Agreement) as follows:
(a) Enforceability. This Agreement and the Stock Escrow Agreement have
been duly and validly executed and delivered by such Individual and, assuming
due execution thereof by you or the Company, as the case may be, constitutes
valid and binding obligations of such Individual, enforceable against him in
accordance with their respective terms.
(b) No Conflict. The compliance by such Individual with all of the
provisions of this Agreement and the Stock Escrow Agreement will not conflict
with or result in a breach of, any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or
encumbrance pursuant to the terms of, any contract, indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to which such
Individual is a party or by which he may be bound or to which any of his
property or assets are subject, nor will such action result in any violation of
the provisions of any statute, order, rule or regulation applicable to such
Individual of any court or governmental authority having jurisdiction over him
or his property.
(c) Stockholder Agreements; Registration Rights. Such Individual has no
rights with respect to the purchase, sale or registration of any Shares, except
as set forth on Schedule I hereto.
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(d) No NASD Affiliation. Such Individual has no direct or indirect
affiliation or association with any member of the National Association of
Securities Dealers, Inc.
3. Effectiveness. This Agreement shall become effective upon the
effectiveness, in accordance with its terms, of the Underwriting Agreement.
4. Termination. This Agreement shall terminate upon the termination by you
of the Underwriting Agreement in accordance with the terms of the Underwriting
Agreement.
5. In General.
(a) Survival. The respective covenants, representations and warranties
of the Individuals set forth in this Agreement shall survive delivery of and
payment for the Shares.
(b) Parties in Interest. This Agreement is made solely for the benefit
of the Underwriters and, to the extent expressed, the Individuals, any person
controlling an Underwriter, and their respective executors, administrators,
successors and assigns; and no other person shall acquire or have any right
under or by virtue of this Agreement. The term "successors and assigns" shall
not include any purchaser, as such, of Shares from an Underwriter.
(c) Gender. Wherever used herein, the masculine pronoun shall include
the feminine and the neuter, as appropriate in the context.
(d) Applicable Law. 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 entirely within such State.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return this Agreement, whereupon it will become a
binding
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agreement among the Individuals, the Company and the Underwriters in accordance
with its terms.
Yours very truly,
MORGENTHAU BRIDGE INVESTMENT
LIMITED PARTNERSHIP
By: Morgenthau Bridge Financing Corp.,
General Partner
By: _________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
MORGENTHAU BRIDGE LOAN LLC
By: Morgenthau Bridge Financing Corp.,
Manager
By: _________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
_________________________________________
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_________________________________________
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_________________________________________
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_________________________________________
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_________________________________________
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Sterling Trust Company, Trustee, FBO
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By: _____________________________________
Name:
Title:
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Sterling Trust Company, Trustee, FBO
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
By: _____________________________________
Name:
Title:
Sterling Trust Company, Trustee, FBO
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
Name:
Title:
Sterling Trust Company, Trustee, FBO
▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
▇.▇. ▇▇▇▇▇▇ & CO., INC.
As Representative of the
referenced Underwriters
By: ________________________________
Name:
Title:
LIFE CRITICAL CARE CORPORATION
By: ________________________________
Name:
Title:
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Schedule I
Morgenthau Bridge Investment Limited Partnership and
Morgenthau Bridge Loan LLC (the "Bridge Funds") each have registration and
related rights under and pursuant to those certain Loan and Securities Purchase
Agreements each dated August 12, 1995 between each of the Bridge Funds and Life
Critical Care Corporation which have been subordinated pursuant to that certain
Letter Agreement dated November 15, 1996 from the Bridge Funds to ▇.▇. ▇▇▇▇▇▇ &
Co. and the Company.
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