Exhibit 10.19.1
Form of Non-Discretionary Lock-Up Agreement
LIFE CRITICAL CARE CORPORATION
LOCK-UP AGREEMENT
AND
AMENDMENT TO LOAN AND SECURITIES PURCHASE AGREEMENT
Life Critical Care Corporation
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
The undersigned is the owner of shares of Life Critical Care
Corporation (the "Company"), purchased as part of the Company's September Bridge
offering. The Company has requested the undersigned to execute and return this
Agreement in connection with the Company's proposed public offering of its
securities (the "Offering"), as a result of which Offering the undersigned will
materially benefit.
In order to induce the Company to proceed with the Offering, and in
consideration thereof, the undersigned hereby agrees that, for a period of three
(3) years following the closing date of the Offering, the undersigned will not
sell, assign, hypothecate, pledge or otherwise dispose (either pursuant to Rule
144 promulgated under the Securities Act of 1933, as amended, or otherwise) of
any shares of Common Stock of the Company registered in the undersigned's name
as of the date hereof.
The undersigned hereby consents to the placing of restrictive legends
on the shares owned by the undersigned as of the date hereof, 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.
The undersigned further agrees that Section 7.6 of the Loan and
Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of
September 1996 between the undersigned and the Company is hereby deleted.
Section 7.6 required the Company to use its best efforts to cause the
underwriter to purchase certain of the undersigned's shares of the Company as
part of the overallotment option. In addition, as a result of the foregoing
lock-up agreement, Article VII of the Securities Purchase Agreement
("Registration Rights") is no longer applicable to the undersigned.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns and shall be
governed and construed in accordance with the laws of the State of Maryland,
without giving effect to conflict of law principles.
Dated: January ___, 1997 Very truly yours,
_______________________________
Signature
_______________________________
Printed Name
