(MIMLIC Asset Management Letterhead)
January 29, 1985
MIMLIC Investors Fund II, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Dear Sir/Madam:
In connection with the purchase of MIMLIC Asset Management Company (the
"Purchaser") of 15,000 shares of common stock ("Stock") of MIMLIC Investors Fund
II, Inc., the Purchaser hereby represents that it is acquiring such Stock for
investment with no intention of selling or otherwise disposing or transferring
it or any interest in it. The Purchaser hereby further agrees that any transfer
of any such Stock or any interest in it shall be subject to the following
conditions:
1. The Purchaser shall furnish you and counsel satisfactory to you prior to
the time of transfer, a written description of the proposed transfer
specifying its nature and consequence and giving the name of the proposed
transferee.
2. You shall have obtained from your counsel a written opinion stating whether
in the opinion of such counsel the proposed transfer may be effected
without registration under the Securities Act of 1933. If such opinion
states that such transfer may be so effected, the Purchaser shall then be
entitled to transfer its Stock in accordance with the terms specified in
its description of the transaction to you. If such opinion states that the
proposed transfer may not be so effected, the Purchaser will not be
entitled to transfer its Stock unless such Stock is registered.
3. The Purchaser further agrees that all certificates representing such Stock
shall contain on the fact thereof the following legend:
"The shares represented by this certificate may not be transferred without
(i) the opinion of counsel satisfactory to MIMLIC Investors Fund II, Inc.
that the transfer may be legally made without registration under the
Federal Securities Act of 1933; or (ii) such registration."
MIMLIC Investors Fund II, Inc.
January 29, 1985
Page Two
The Purchaser hereby authorizes you to take such action as you shall reasonably
deem appropriate to prevent any violation of the Securities Act of 1933 in
connection with the transfer of Stock including the imposition of a requirement
that any transferee of the Stock sign a letter agreement similar to this one.
Very truly yours,
MIMLIC Asset Management Company
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
PHG:djr
