Exhibit 2
Stockholders Agreement
January 20, 2005
To Rexahn, Corp:
Re: Merger of CRS Merger Sub, Inc. and Rexahn, Corp
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Dear Sirs:
The undersigned, the owner of shares of common stock, par value
$.0001 per share (the "Company Common Stock"), of Corporate Road Xxxx.Xxx, Inc.,
a New York corporation (the "Company"), understands that, pursuant to the
Agreement and Plan of Merger dated as of January 20, 2005 (the "Merger
Agreement") by and among the Company, CRS Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), CRS
Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company ("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"),
Merger Sub will merge with and into Rexahn (the "Merger"), with Rexahn as the
surviving corporation. As a condition to its willingness to approve the terms of
and to enter into the Merger Agreement, Rexahn has required that the undersigned
deliver this letter (this "Letter").
In recognition of the benefits that the Merger will confer upon
the undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that he, she or it will vote, or cause to be voted, all of
the shares of Company Common Stock owned by the undersigned (and any and all
securities issued or issuable in respect thereof) which the undersigned is
entitled to vote, at any meeting of stockholders of the Company or at any
adjournment or postponement thereof or in connection with any other action,
including action by written consent, (x) in favor of the transactions
contemplated by the Merger Agreement (including, but not limited to, the
1-for-100 reverse stock split, the reincorporation of the Company as a Delaware
corporation and the name change of the Company to "Rexahn Pharmaceuticals,
Inc.") and (y) against any action or proposal that could reasonably be expected
to result in the failure to satisfy any of the conditions to the obligations of
the parties in the Merger Agreement with respect to the Merger or otherwise
prevent, interfere with or delay the consummation of the Merger. Furthermore,
the undersigned agrees that he, she or it will not (i) sell, assign, pledge or
otherwise transfer or dispose of any shares of Company Common Stock owned by the
undersigned or create or suffer to exist any lien, charge or encumbrance upon
any shares of Company Common Stock owned by the undersigned, (ii) agree or
consent to relinquish or limit any
right which the undersigned has or may exercise to vote or to direct the manner
of voting of any shares of Company Common Stock or (iii) enter into any
agreement, commitment or arrangement by which any other person or entity would
acquire any right to vote or to direct the manner of voting any shares of
Company Common Stock owned by the undersigned.
The obligations under this Letter will terminate upon the earlier
to occur of (i) the conclusion of the meeting of the Company's stockholders
called to vote on the transactions contemplated by the Merger Agreement
(including, but not limited to, the 1-for-100 reverse stock split, the
reincorporation of the Company as a Delaware corporation and the name change of
the Company to "Rexahn Pharmaceuticals, Inc.") and any adjournment thereof or
(ii) the termination of the Merger Agreement in accordance with its terms.
This Letter shall apply to the undersigned in his, her or its
capacity as a stockholder of the Company.
Very truly yours,
/s/ Xxxx Xxxx Park
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Xxxx Xxxx Park
