1
EXHIBIT 10.8
December __, 1997
West America Securities Corp.
0000 X. Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
The undersigned understands that you, as Placement Agent, propose to enter
into a Placement Agent Agreement with Cuidao Holding Corp., a Florida
corporation (the "Company") providing for the public offering by you of Units,
consisting of one share of the Company's common stock, $.0001 par value (the
"Common Stock") and one Common Stock Purchase Warrant (the "Warrant"), to be
offered by the Company.
In consideration of the Placement Agent Agreement to make a public
offering of the Units, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the undersigned agrees that he/she will not offer
to sell, sell or otherwise dispose of any shares of Common Stock beneficially
owned by the undersigned during a period of thirty (30) months after the date of
the Placement Agent Agreement without your prior written consent.
However, notwithstanding the foregoing, you acknowledge that the
undersigned will be able to offer to sell, sell or otherwise dispose of any
shares of Common Stock beneficially owned by the undersigned if at any time any
of the following conditions occur:
1. The Company has had annual gross revenues according to generally
accepted accounting principles ("GAAP") equal to $10,000,000; or
2. The Company has had annual net earnings per share according to
generally accepted accounting principles ("GAAP") equal to, or
greater than, ten percent (10%) of the public offering price of
the Units after taxes and excluding extraordinary items; or
2
3. The Company's shares of Common Stock have traded in a reliable
public market, e.g., either the New York Stock Exchange, the
American Stock Exchange or the Nasdaq Stock Market (including
the Nasdaq SmallCap Market), at a price of at least one hundred
fifty percent (150%) of the initial public offering price of
the Units for at least ninety (90) consecutive trading days
after at least six (6) months from the date of the Placement
Agent Agreement.
The undersigned further understands that stop transfer orders with respect
to any and all stock certificates which represent the shares of Common Stock
beneficially owned by the undersigned may be placed into effect with the
Company's transfer agent during said 30-month period, and that such stock
certificates may bear the following restrictive legend: "THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS, AND IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER THEM, OR ANY INTEREST THEREIN, OR RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF CUIDAO HOLDING
CORP. AND WEST AMERICA SECURITIES CORP.
Very truly yours,
_________________________________
Print
Name:__________________________
Accepted as of the date
first set forth above
By West America Securities Corp.
By:_____________________________
2
