Exhibit 10.28
FORM OF AFFILIATE AGREEMENT
Endorex Corporation
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Executive Officer
Ladies and Gentlemen:
The undersigned is director or officer and/or a holder of capital
stock, options, warrants or other rights to acquire capital stock (collectively,
the "Company Securities") of Corporate Technology Development, Inc., a Delaware
corporation ("Company"). Pursuant to that certain Agreement and Plan of Merger
and Reorganization (the "Merger Agreement") dated ______ __, 2001 by and among
Company, Endorex Corporation, a Delaware corporation ("Parent"), and Roadrunner
Acquisition, Inc., a Delaware corporation ("Merger Sub"), Merger Sub will merge
with and into Company (the "Merger"). The undersigned may be entitled to receive
in connection with the Merger shares of common stock, par value $0.001 per
share, of Parent ("Parent Common Stock") in exchange for the Company Securities
held by the undersigned.
The undersigned acknowledges that the undersigned may be deemed an
"affiliate" of Company within the meaning of (i) Rule 145 ("Rule 145")
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"); and/or (ii) Accounting Series
Releases 130 and 135, as amended, of the SEC, although nothing contained herein
should be construed as an admission of such fact.
If in fact the undersigned is an affiliate under the Act, the
undersigned's ability to sell, assign or transfer the shares of Parent Common
Stock received by the undersigned in connection with the Merger may be
restricted unless such transaction is registered under the Act or an exemption
from such registration is available. The undersigned understands that such
exemptions are limited and the undersigned has obtained advice of counsel as to
the nature and conditions of such exemptions, including information with respect
to the applicability to the sale of such securities of Rules 144 and 145(d)
promulgated by the SEC under the Act. Other than as provided in the Merger
Agreement, the undersigned understands that Parent is under no obligation to
register the sale, transfer or other disposition of shares of Parent Common
Stock by the undersigned under the Act or to take any action to make compliance
with an exemption from such registration available.
(a) The undersigned hereby agrees that the undersigned will not sell,
assign or transfer any of the shares of Parent Common Stock received by the
undersigned in connection with the Merger except (i) pursuant to an effective
registration statement under the Act or (ii) in a transaction which, in the
opinion of independent counsel reasonably satisfactory to Parent (the reasonable
fees of which counsel shall be paid by the undersigned) or as described in a
"no-action" or interpretive letter from the Staff of the SEC, is not required to
be registered under the Act.
(b) The undersigned further agrees that the undersigned will not sell,
transfer, contract to sell, pledge, grant any option to purchase, make any short
sale, or otherwise dispose of or reduce the undersigned's risk with respect to
any shares of capital stock of Parent or options, warrants or other rights to
acquire shares of capital stock of Parent (collectively, the "Parent
Securities") held by the undersigned until the date upon which Parent shall have
filed two reports on either Form 10-KSB or 10-QSB with the SEC for any two
reporting periods ended subsequent to the Effective Time (as defined in the
Merger Agreement).
(c) In the event of a sale or other disposition by the undersigned of
shares of Parent Common Stock pursuant to Rule 145, the undersigned will supply
Parent with evidence of compliance with Rule 145, in the form of a broker's
letter in customary form or other evidence reasonably satisfactory to Parent.
The undersigned understands that Parent may instruct its transfer agent to
withhold the transfer of any shares of Parent Common Stock disposed of by the
undersigned, but that, subject to Paragraph (b) above, upon receipt of such
evidence of compliance the transfer agent shall effectuate the transfer of the
shares of Parent Common Stock sold as indicated in such evidence.
(d) The undersigned acknowledges and agrees that the legends set forth
in paragraphs (e) and (f) below will be placed on certificates representing the
shares of Parent Common Stock received by the undersigned in connection with the
Merger or held by a transferee thereof, which legends will be removed by
delivery of substitute certificates upon receipt of an opinion in form and
substance reasonably satisfactory to Parent from independent counsel reasonably
satisfactory to Parent (the reasonable fees of which counsel shall be paid by
the undersigned) to the effect that such legends are no longer required for
purposes of the Act or applicable rules and regulations promulgated by the SEC.
(e) There will be placed on the certificates for the shares of Parent
Common Stock issued to the undersigned, or any substitutions therefor, a legend
stating in substance:
"The shares represented by this certificate were issued in a
transaction to which Rule 145 promulgated under the Securities Act of
1933 applies. The shares represented by this certificate may only be
transferred in accordance with the terms of an agreement dated
__________ __, 2001 between the registered holder hereof and Parent, a
copy of which agreement is on file at the principal offices of Parent."
(f) The undersigned also understands that unless a sale or transfer by
the undersigned of shares of Parent Common Stock has been registered under the
Act or is a sale made in conformity with the provisions of Rule 145 and the
terms hereof, Parent reserves the right to put the following legend on the
certificates issued to any transferee of the undersigned:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and were acquired from a
person who received such shares in a transaction to which Rule 145
promulgated under the Securities Act of 1933 applies. The shares have
been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act of 1933 and may not be sold, pledged or otherwise
transferred except in accordance with an exemption from the
registration requirements of the Securities Act of 1933."
(g) The undersigned acknowledges that (i) the undersigned has carefully
read this Agreement and understands the requirements hereof and the limitations
imposed upon the distribution, sale, transfer or other disposition of shares of
Parent Securities and Company Securities; and (ii) the receipt by Parent of this
Agreement is an inducement and a condition to Parent's obligations to consummate
the Merger.
Very truly yours,
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By:
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Name:
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Title:
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Accepted this ___ day of __________, 2001 by:
Endorex Corporation.
By:
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Name:
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Title:
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