EXHIBIT 2
June 1, 1995
ICO, Inc.
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Gentlemen:
In connection with the Agreement and Plan of Merger (the "Agreement") dated
June 1, 1995, by and among ICO, Inc. ("ICO"), a Texas corporation, ▇.▇. ▇▇▇▇▇,
Inc. ("Company"), a Louisiana corporation, RJD ACQUISITION Corp., a Louisiana
corporation (the "Purchaser"), and the undersigned, the sole shareholder of
Company, pursuant to which the Company will merge into the Purchaser and the
undersigned will receive 94,884 shares of the common stock of ICO, no par value
(the "Shares"), in exchange for 100 shares of common stock, no par value, of the
Company, ICO has required this letter from the undersigned as a condition and
inducement to the issuance of such Shares.
Accordingly, the undersigned hereby represents, warrants and covenants and
agrees as follows:
(1) The undersigned acknowledges that the Shares are being acquired for
investment and not with a view to the distribution or further resale
thereof.
(2) The Shares being received under the Agreement have not been registered
under the Securities Act of 1933 (the "Act") or the blue sky or
securities laws of any state including Texas or Louisiana, where each
Shareholder resides, and, therefore, must be held until they are
registered under the Act and applicable state securities laws or unless
an exemption from such registration is available for any such proposed
sale or transfer. The undersigned further understands that Rules 144
and 145 under the Act provide a basis for making routine sales of
restricted securities without registration under the Act but only upon
strict compliance with the conditions set forth in such Rules and that
there can be no assurances that the conditions of such Rules will be
satisfied so as to allow a proposed sale.
(3) The undersigned will not sell, pledge, hypothecate or otherwise
transfer any of the Shares received under the Agreement except or
unless there is in effect a registration statement under the Act
covering such proposed disposition and the disposition is made in
accordance with such registration statement or the undersigned has
notified
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ICO of the proposed disposition and shall have furnished ICO with a
detailed statement of the circumstances surrounding the proposed
distribution, and, if reasonably requested by ICO, the undersigned
shall have furnished ICO with an opinion of counsel, reasonably
satisfactory to ICO, that such disposition will not require
registration of such Shares under the Act or any state or securities
act.
(4) The undersigned acknowledges that ICO has no obligation to register any
of the Shares except as set forth in the Registration Rights Agreement
dated June 1, 1995, between the undersigned and ICO.
(5) The undersigned acknowledges that a legend will be placed upon
certificates representing the Shares purchased in substantially the
following form:
The securities represented by this Certificate have not been
registered under the Securities Act of 1933 or the laws of any
state and may not be transferred in the absence of (a) an
effective registration statement for the securities under the
Securities Act of 1933 and applicable state laws, or (b) an
opinion of counsel for the corporation that such registration is
not required.
(6) The undersigned has received and reviewed ICO's Form 10-K for the
fiscal year ending September 30, 1994, ICO's Forms 10-Q for the fiscal
quarters ending December 31, 1994 and March 31, 1995, ICO's Prospectus
dated June 7, 1994 and ICO's Forms 8-K filed by it with the Securities
and Exchange Commission since October 1, 1994.
(7) The undersigned and the undersigned's offeree representative, if
applicable, has carefully read the documents referred to in Paragraph
(6) and fully understands their content and has had an opportunity to
ask questions and receive answers from executive officers of ICO with
respect to this investment.
(8) The undersigned, either alone or acting with the undersigned's offeree
representative, has such knowledge and experience in financial and
business matters in general and investments in particular that he or
she is capable of evaluating the merits and risks of the investment in
ICO and has obtained sufficient information from the documents provided
under Paragraph (6) to evaluate the merits and risks of such
investment.
(9) The undersigned has received copies of the annual financial statements
of ICO and other pertinent business and financial records of ICO and
has been provided with current interim financial statements of ICO. The
undersigned has also had an opportunity to ask questions and receive
answers from executive officers of ICO with respect to its business and
operations and its value.
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(10) The undersigned irrevocably appoints the Chairman of the Board and the
President of ICO, or either of them, as the true and lawful proxy of
the undersigned to vote all Shares of ICO acquired in the merger at any
annual or special Shareholders' meeting of ICO, cumulatively or
otherwise, on any matter on which shareholders are entitled to vote.
THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST REGARDING SHARES
PURCHASED PURSUANT TO THIS AGREEMENT. THIS PROXY SHALL EXPIRE UPON THE EARLIEST
OF TERMINATION OF EMPLOYMENT OF THE UNDERSIGNED BY ICO, Inc. OR ANY DIRECT OR
INDIRECT SUBSIDIARY THEREOF, THE TRANSFER OF SUCH SHARES TO A PERSON NOT
AFFILIATED WITH OR AN IMMEDIATE FAMILY MEMBER OF THE UNDERSIGNED OR TEN YEARS
AFTER THE DATE OF THIS AGREEMENT.
The grant of this proxy shall be noted on the certificates for the Shares.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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