LIFE CRITICAL CARE CORPORATION
LOCK-UP AGREEMENT
X.X. Xxxxxx & Co., Inc.
as Representative of the Underwriters
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned, a beneficial owner of shares of the common stock, par
value $0.01 per share (the "Common Stock"), of Life Critical Care Corporation, a
Delaware corporation (the "Company"), and/or warrants, options or rights to
purchase, or securities or debt convertible into, Common Stock, understands that
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 (the "Registration Statement") in connection with a
proposed public offering of such securities (the "Offering"). The undersigned
further understands that upon the effectiveness of the Registration Statement,
the Company and X.X. Xxxxxx & Co., Inc., as representative (the
"Representative") for a group of underwriters including X.X. Xxxxxx & Co., Inc.
(the "Underwriters") intends to enter into an underwriting agreement (the
"Underwriting Agreement") relating to the Offering.
In order to induce the Representative to act on behalf of the
Underwriters and to proceed with the Offering, and in consideration thereof, the
undersigned hereby agrees that, for a period of eighteen months 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 name of the undersigned
or beneficially owned by the undersigned or subsequently acquired through the
exercise of any options, warrants or any conversion of any convertible
securities of the Company (collectively, the "Securities"), without the prior
written consent of the Representative. In addition, before any transfer of
Securities may occur, the transferee thereof shall agree in writing to the terms
hereof.
In order to enable the Representative to enforce the aforesaid
covenants, the undersigned hereby consents to the placing of restrictive legends
on all certificates evidencing any Securities registered in the name of
the undersigned or beneficially owned by the undersigned, 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.
This Agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of law
principles.
Dated:___________________ Very truly yours,
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Signature
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Printed Name
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Print Address
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Print Social Security Number
or Taxpayer I.D. Number
2
