Exhibit 10.20
AGREEMENT OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
[EFFECTIVE DATE]
X.X. Xxxxxx & Co., Inc.
As Representative of the
referenced Underwriters
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
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:
1. 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.
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(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.
(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.
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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 agreement among the Individuals, the Company and the Underwriters in
accordance with its terms.
Yours very truly,
_______________________________
_______________________________
_______________________________
_______________________________
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The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
X.X. XXXXXX & CO., INC.
As Representative of the
referenced Underwriters
By:________________________
Name:
Title:
LIFE CRITICAL CARE CORPORATION
By:_________________________
Name:
Title:
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