ICAP FUNDS, INC.
STOCK SUBSCRIPTION AGREEMENT
To the Board of Directors of ICAP Funds, Inc.:
The undersigned purchaser (the "Purchaser")
hereby subscribes to 5,000 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), of
ICAP Funds, Inc. (the "Company") in consideration for
which the Purchaser agrees to transfer to you upon
demand One Hundred Thousand Dollars ($100,000) in cash.
Of this $100,000, the Purchaser desires to invest
$99,000 in the Discretionary Equity Portfolio and
$1,000 in the Equity Portfolio. Accordingly, the
Purchaser will receive 4,950 Shares of the
Discretionary Equity Portfolio and 50 Shares of the
Equity Portfolio.
It is understood that a certificate
representing the Shares shall not be issued to the
undersigned, but such ownership shall be recorded on
the books and records of the Company's transfer agent.
Notwithstanding the fact that a certificate
representing ownership will not be issued, said Shares
shall be deemed fully paid and nonassessable.
The Purchaser agrees that the Shares are
being purchased for investment with no present
intention of resellling or redeeming said Shares.
The Purchaser acknowledges that costs
incurred by the Company in connection with its
organization, registration and initial public offering
of Shares of the Company have been deferred and are
being amortized over a period of five years from the
date upon which the Company commences its investment
activities.
The Purchaser agrees that in the event any of
the Shares purchased hereunder are redeemed during such
five year period, the Company is authorized to reduce
the redemption proceeds to cover any unamortized
organizational expenses in the same proportion as the
number of Shares being redeemed bears to the number of
Shares outstanding at the time of the redemption. If,
for any reason, said reduction of redemption proceeds
is not infact made by the Company in the event of such
a redemption, the Purchaser agrees to reimburse the
Company immediately for any unamortized organizational
expenses in the proportion stated above.
Dated and effective this 8th day of December, 1994.
INSTITUTIONAL CAPITAL CORPORATION
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx
Its: President
ACCEPTANCE
The foregoing subscription is hereby accepted.
Dated and effective as of this 8th day of December,
1994.
ICAP FUNDS, INC.
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Its: Vice President
/s/ Xxxxxx X. Xxxxxxx
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Attest: Xxxxxx X. Xxxxxxx,
Secretary