Exihibit 10.28
FORM OF AFFILIATE AGREEMENT
Triton Group Ltd.
000 Xxxx "X" Xxxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned has been advised that as of the date of this letter
it may be deemed to be an "affiliate" of Security Systems Holdings, Inc., a
Delaware corporation ("SSH"), 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 "Act"). Pursuant to the terms of the
Agreement and Plan of Merger dated as of _________ __, 1996 (the "Merger
Agreement"), among Triton Group Ltd., a Delaware corporation ("Triton"), Triton
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Triton ("Merger Sub"), and SSH, Merger Sub will be merged with and into SSH and
SSH will become a wholly-owned subsidiary of Triton (the "Merger").
Pursuant to the Merger Agreement, as a result of the Merger, the
undersigned will receive shares of Common Stock, par value $.0001 per share, of
Triton (the "Merger Shares"), in exchange for shares owned by the undersigned of
(i) SSH Common Stock, or (ii) SSH Preferred Stock.
1. The undersigned shall not make any sale, transfer or other
disposition of the Merger Shares in violation of the Act or the Rules and
Regulations.
2. The undersigned has carefully read this letter and the Merger
Agreement and has discussed the requirements of such documents and other
applicable limitations upon its ability to sell, transfer or otherwise dispose
of the Merger Shares to the extent it felt necessary, with its counsel.
3. The undersigned has been advised that the issuance of the Merger
Shares in connection with the Merger has been registered with the Commission
under the Act on a Registration Statement on Form S-4. However, the undersigned
has also been advised that, because at the time the Merger was submitted for a
vote of the stockholders of SSH, the undersigned may be deemed to have been an
affiliate of SSH and the distribution by it of the
Merger Shares has not been registered under the Act, the undersigned may not
sell, transfer or otherwise dispose of the Merger Shares issued to it in
connection with the Merger unless (i) such sale, transfer or other disposition
has been registered under the Act, (ii) such sale, transfer or other disposition
is made in conformity with Rule 145 promulgated by the Commission under the Act,
or (iii) in the opinion of counsel reasonably acceptable to Triton, or pursuant
to a "no action" letter obtained by the undersigned from the staff of the
Commission, such sale, transfer or other disposition is otherwise exempt from
registration under the Act.
4. The undersigned understands that, except as may be provided in
the Registration Rights Agreement with Triton, if and when executed, Triton is
under no obligation to register the sale, transfer or other disposition of the
Merger Shares by the undersigned or on order of the undersigned to make
compliance with an exemption from such registration available.
5. The undersigned also understands that stop transfer instructions
will be given to Triton's transfer agent with respect to the Merger Shares and
that there will be placed on the Certificates for the Merger Shares 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
_________ __, 1997 BETWEEN THE REGISTERED HOLDER HEREOF AND TRITON
GROUP LTD., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF TRITON GROUP LTD.
6. The undersigned also understands that unless the transfer by the
undersigned of the Merger Shares has been registered under the Act or is a sale
made in conformity with the provisions of Rule 145, Triton 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
-2-
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR 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 paragraph 5 above and
this paragraph 6 above shall be removed by delivery of substitute certificates
without such legend if such legend is not required for purposes of the Act or
this letter. It is understood and agreed that such legends and the stop orders
referred to above will be removed if (i) two years shall have elapsed from the
date the undersigned acquired the Merger Shares in connection with the Merger
and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii)
three years shall have elapsed from the date the undersigned acquired the Merger
Shares in connection with the Merger and the provisions of Rule 145(d)(3) are
then available to the undersigned, or (iii) Triton has received either an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory to
Triton, or a "no action" letter obtained by the undersigned from the staff of
the Commission, to the effect that the restrictions imposed by Rule 145 under
the Act no longer apply to the undersigned.
7. The undersigned agrees that neither Triton nor any of its
affiliates makes or has made any representation or warranty, express or implied,
to the undersigned or to any representative or affiliate of the undersigned with
respect to any financial projections heretofore or hereafter delivered to or
made available to the undersigned or its counsel, accountants, advisors,
representatives or affiliates, and agrees that it has not and will not rely on
such financial projections in connection with its evaluation of Triton, the
Merger Shares or the Merger.
Execution of this letter should not be considered an admission on
the part of the undersigned that the undersigned is an "affiliate"of Triton as
described in the first paragraph of this letter or as a waiver of any rights the
undersigned may have to object to any claim that the undersigned is such an
affiliate on or after the date of this letter.
Very truly yours,
_____________________________________
Print Name of Shareholder
By:__________________________________
Name:
Title:
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Accepted this ___________ day of
________________________, 1997 by
TRITON GROUP LTD.
By:______________________________
Name:
Title:
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