Exhibit 5
XXXXX X. XXXXXXXXX
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
January 2, 1997
Xx. Xxxxx Xxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: Manchester Equipment Co., Inc. (the "Company")
Dear Xxxxx:
As you know, I plan to gift to you 25,000 shares of the Company's Common
Stock, $.01 par value (the "Shares"). I am party to an agreement dated November
18, 1996, a copy of which is enclosed with this letter (the "Lock-Up
Agreement"). Pursuant to the Lock-Up Agreement, I may not gift the Shares to you
unless you agree, prior thereto, to be bound by all of the provisions of the
Lock-Up Agreement. I would appreciate your indicating such agreement by signing
the enclosed duplicate copy of this letter where set forth below, and returning
the same to me.
In addition, please be advised that the Shares are not registered, and are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act of 1933, as amended (the "Act"). Accordingly, any sale of the Shares must be
made in compliance with Rule 144, pursuant to registration under the Act or
pursuant to an exemption therefrom. Moreover, as with any holder of the
Company's restricted securities, an opinion of counsel to the Company will be
required with respect to any further transfer of the Shares.
Please do not hesitate to call me if you have any questions.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
The undersigned agrees to be bound by all of the provisions of the Lock-Up
Agreement, and to be in compliance with Rule 144 of the Securities Act of 1933.
Xxxxx Xxxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxx
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