Exhibit 10.2
Loan and Securities Purchase Agreement, Stock Warrant and Subordinated Note each
dated August 12, 1995 between Life Critical Care Corporation and Morgenthau
Bridge Loan LLC, as amended
FIRST AMENDMENT
TO
LOAN AND SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITIES PURCHASE AGREEMENT (this
"Amendment") is executed this 24th day of January, 1997, by and between
Morgenthau Bridge Loan LLC and Life Critical Care Corporation.
RECITALS
The parties are parties to a Loan and Securities Purchase Agreement
between them dated August 12, 1995 (the "Agreement") and desire to amend the
Agreement as set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual entry into this
Amendment by the parties hereto, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by each party hereto,
the parties hereto hereby agree as follows:
Section 1. Amendment of Agreement. The provisions of the Agreement are
hereby amended as follows: Article IX ("Registration Rights") is hereby deleted
and the following is hereby inserted in lieu thereof:
"ARTICLE IX
LOCK-UP AGREEMENT
SECTION 9.1. Lock-Up Agreement. The Purchaser agrees that, for
a period of three (3) years following the closing date of the Offering
(i.e., the Company has filed with the Securities and Exchange
Commission a registration statement on Form SB-2 (No. 333-14755) for
the registration of shares of Common Stock of the Company in connection
with a proposed public offering of such securities (the "Offering")),
neither the Purchaser nor any distributees or assigns of the Purchaser
will sell, assign, hypothecate, pledge or otherwise dispose (either
pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended, or otherwise) any of the 107,000 shares of Common Stock of the
Company registered in the name of the Purchaser as of the date hereof
(the "Securities").
SECTION 9.2. Restrictive Legend. The Purchaser hereby consents
to the placing of restrictive legends on all certificates evidencing
any of the Securities, the placement of appropriate stop transfer
orders with the transfer agent of the Company and the noting of such
restrictions on the transfer books and records of the Company.
SECTION 9.3. Terms Binding. This Article IX shall be subject
to Section 8.07 of this Agreement which provides as follows: 'All of
the terms, conditions, stipulations, representations and covenants of
this Agreement shall apply to and be binding upon, and shall inure to
the benefit of, the parties hereto and each of their respective heirs,
personal representatives, successors and assigns.'"
Section 2. Effect of this Amendment. Except as is hereinabove set
forth, the provisions of the Agreement shall hereafter remain in full force and
effect.
Section 3. This Amendment may be executed in two counterparts, both of
which when taken together shall constitute one and the same original.
Section 4. By their execution hereof, the parties hereto hereby agree
that this Amendment is voluntarily accepted for the purpose of making a full and
final compromise adjustment, settlement and waiver of any and all prior defaults
of the Agreement that either has alleged has occurred prior to the execution
hereof.
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IN WITNESS WHEREOF, the parties have executed this Amendment the
day and year first above written.
MORGENTHAU BRIDGE LOAN LLC
By: Morgenthau Bridge Financing Corp.,
Manager
By: _______________________________
Xxxxxxx X. Xxxxxx, Vice President
LIFE CRITICAL CARE CORPORATION
By: _______________________________
Xxxxxx X. Xxxxx, President
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