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EXHIBIT 10.2
AFFILIATE'S AGREEMENT
March 20, 1997
Olicom A/S
Nybrovej 114
XX-0000 Xxxxxx
Xxxxxxx
Dear Sirs:
An Agreement and Plan of Reorganization (the "Merger Agreement") dated
as of March 20, 1997, has been entered into by and among Olicom A/S, a
corporation organized under the laws of the Kingdom of Denmark ("Olicom"), PW
Acquisition Corporation, a Delaware corporation ("MergerSub"), and CrossComm
Corporation, a Delaware corporation ("CrossComm"). The Merger Agreement
provides for the merger of MergerSub with and into CrossComm (the "Merger").
In accordance with the Merger Agreement, shares of CrossComm Common Stock (as
defined in the Merger Agreement) owned by me at the Effective Time (as defined
in the Merger Agreement) shall be exchanged for the Merger Consideration (as
defined in the Merger Agreement) consisting in part of common stock, nominal
value DKK 0.25 per share, of Olicom ("Olicom Common Stock") and Warrants (as
defined in the Merger Agreement), all as described in the Merger Agreement.
I have been advised that as of the date of this Agreement I may be
deemed to be an "affiliate" of CrossComm, as the term "affiliate" is defined
for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations
(the "Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
In consideration of the mutual agreements, provisions and covenants
set forth in the Merger Agreement and in this Letter Agreement, and after such
consultation with counsel as I deemed necessary or appropriate, I represent,
warrant and covenant to Olicom that:
1. Rule 145. I will not offer, sell, pledge, transfer or
otherwise dispose of any of the shares of Olicom Common Stock, any Warrants or
any Warrant Shares (as defined in the Merger Agreement) issued to me in the
Merger unless at such time either: (i) such transaction shall be permitted
pursuant to the provisions of Rule 145 under the Securities Act, (ii) I shall
have furnished to Olicom an opinion of counsel, reasonably satisfactory to
Olicom, to the effect that no registration under the Securities Act would be
required in connection with the proposed offer, sale, pledge, transfer or other
disposition; (iii) a registration statement under the Securities Act covering
the proposed offer, sale, pledge, transfer or other disposition shall be
effective under the Securities Act; or (iv) I am a partnership and such
transaction is a pro rata distribution to my partners (and if my partners are
partnerships or closely-held corporations, they may in turn make pro rata
distributions to their partners/stockholders), provided that each such
transferee agrees that such securities remain subject to the restrictions
specified in this paragraph.
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Olicom A/S
March 20, 1997
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2. Legends.
(a) I understand that all certificates representing the
CrossComm Common Stock, Warrants and Warrant Shares deliverable to me pursuant
to the Merger shall bear a legend substantially as follows:
"The securities represented by this certificate may not be offered,
sold, pledged, transferred or otherwise disposed of except in
accordance with the requirements of the Securities Act of 1933 and the
other conditions specified in the Affiliate's Agreement dated as of
March 20, 1997, between the holder of this certificate and Olicom, a
copy of which agreement may be inspected by the holder of the
certificate at the principal offices of Olicom or furnished by Olicom
to the holder of this certificate upon written request and without
charge."
(b) I understand that unless the transfer by me of shares of
Olicom Common Stock, Warrants and Warrant Shares has been registered under the
Securities Act or is a sale made in conformity with the provisions of Rule 145,
Olicom reserves the right to place the following legend on the certificates
issued to my transferee:
"The securities represented by this certificate were acquired from a
person who received such securities in a transaction to which Rule 145
promulgated under the Securities Act of 1933 applies. The securities
have been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of
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."
It is understood and agreed that the legends set forth in paragraphs
(a) and (b) above shall be removed by delivery of substitute certificates
without such legend if I shall have delivered to Olicom a copy of a letter from
the staff of the Commission, or an opinion of counsel in form and substance
reasonably satisfactory to Olicom, to the effect that such legend is not
required for purposes of the Securities Act.
Olicom, in its discretion, may cause stop transfer orders to be placed
with its transfer agent with respect to the certificates for the shares of
Olicom Common Stock, Warrants and Warrant Shares which are required to bear the
foregoing legend.
(c) The restrictions in paragraph 2 shall no longer apply
and the legends set forth in this paragraph shall not apply after such time as
Rule 145(d), by its terms, is no longer applicable
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Olicom A/S
March 20, 1997
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to the shares of Olicom Common Stock, Warrants and Warrant Shares delivered
pursuant to the Merger, as the case may be.
3. Miscellaneous.
(a) This Affiliate's Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to principles of conflicts of law.
(b) This Affiliate's Agreement shall be binding on my
successors and assigns, including my heirs, executors and administrators.
I have carefully read this Affiliate's Agreement and discussed its
requirements, and other applicable limitations upon my ability to sell,
transfer or otherwise dispose of shares of Olicom Common Stock, Warrants and
Warrant Shares to the extent I believed necessary, with my counsel or counsel
for CrossComm.
Very truly yours,
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Signature
Print Name
ACCEPTED:
OLICOM A/S
By: _________________________
Its: _________________________
DATE: March __, 1997
