1
EXHIBIT #2
INVESTMENT LETTER
Bigmar, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx 00
Xxxxxxxx, XX 00000
American Stock Transfer & Trust Co.
0000 00xx Xxxxxx - 0xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxx
Xxxxxxx & Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Gentlemen:
This Investment Letter is being delivered to Bigmar, Inc. (the
"Company"), American Stock Transfer & Trust Co., transfer agent for the Company
("Transfer Agent"), and Xxxxxxx & Xxxxxx, legal counsel to the Company ("Legal
Counsel"), in connection with certain transactions (the "Transactions")
involving the purchase by the undersigned of an aggregate 1,293,663 shares (the
"Shares") of common stock, par value $.001 per share, of the Company (the
"Common Stock") pursuant to certain purchase/sale agreements (the "Agreements")
between the undersigned and each of the following persons (the "Sellers") with
respect to the number of Shares set forth opposite such person's name:
Chemholding SA 1,010,563 shares
Xxxxx Xxx Xxxxxx 70,775 shares
Xxxxxxxxxx Xxxxxxxxx 70,775 shares
Xxxxxxxx Xxxxx 70,775 shares
Xxx Xxxxx Xxx Xxxxxxxxxxxx 70,775 shares
xx Xxxxx
This Investment Letter is intended to supplement the provisions of the
Agreements in respect of the Transactions, and may be fully relied upon by each
of the Company, the Transfer Agent and Legal Counsel in connection with the
transfer of record ownership of the Shares from the Sellers to the undersigned
pursuant to the Agreements.
The undersigned represents, warrants and agrees as follows:
1. The original Agreements were prepared in Italian. The
undersigned has delivered to the Company and to Legal Counsel a bona
2
fide copy of the original, executed Agreement between the undersigned
and Chemholding SA, together with an English translation version which
fairly, accurately and completely sets forth the terms of such
Agreement. Except for the identity of the Seller, the number of Shares
and the purchase price thereof, each of the Agreements entered into with
the other Sellers is identical to the Agreement between the undersigned
and Chemholding SA.
2. The undersigned is an "accredited investor" within the
meaning of Rule 501(a) of Regulation D promulgated under the Securities
Act of 1933 because the undersigned is a director and executive officer
of the Company.
3. The Shares are being acquired by the undersigned only for
the account of the undersigned and not on behalf of any other person.
4. The Shares are being acquired by the undersigned for purpose
of holding for investment and not with view to any further resale or
other distribution thereof.
5. The undersigned has no agreement, arrangement or
understanding for transfer of the Shares or any interest therein
to any other person or persons.
6. The undersigned (a) either alone or together with his
advisers has such knowledge and experience in financial and business
matters to be able to evaluate the merits and risks of an investment in
the Shares, (b) has been given or had access to sufficient information
regarding the Company to evaluate the merits and risks of the investment
in the Shares, and (c) is able to bear the economic risk of the
investment in the Shares to enable the undersigned to hold the same for
purposes of investment.
7. The undersigned acknowledges and agrees that the Shares are
restricted securities with the meaning of federal securities laws, that
the transfer of the Shares is subject to significant restrictions under
applicable federal and state securities laws, and that the certificates
evidencing the Shares will bear an appropriate restrictive legend.
8. The undersigned shall not offer for sale the Shares or any
interest therein except (a) upon effective registration of the Shares
under the Securities Act of 1933 and applicable state securities laws or
(b) upon acceptance by the Company of an opinion of counsel in such form
and by such counsel or of other documentation as satisfactory to counsel
for the Company that registration is not required.
3
The undersigned agrees to defend, indemnify and hold harmless the
Company, the Transfer Agent, Legal Counsel and their respective affiliates and
agents against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, attorneys fees and any and all expenses
reasonably incurred in investigating, preparing or defending against any
litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representations or warranty or breach or failure by the
undersigned to comply with any covenant or agreement made by the undersigned
herein or in any other document furnished by the undersigned in connection with
the Transactions.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter
as of the 15th day of May, 1997.
/s/ XXXX X. XXXXXXXXXX
--------------------------
Xxxx X. Xxxxxxxxxx