The burton partnership, limited partnership the burton partnership (qp), limited partnership 614 w. bay street, suite 200 tampa, fl 33606 february 28, 2007
The Burton Partnership, Limited Partnership The Burton Partnership (QP), Limited Partnership 614 W. Bay Street, Suite 200 Tampa, FL 33606 February 28, 2007
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The Burton Partnership, Limited Partnership
The Burton Partnership (QP), Limited Partnership
614 W. Bay Street, Suite 200
Tampa, FL 33606
February 28, 2007
Charles H. Heist, III
1511 N. Westshore Boulevard
Tampa, Florida 33607
This letter confirms our agreement regarding certain expenses incurred by AACH, Inc. (“AACH”)
or any of us or our respective affiliates in connection with our current efforts to acquire all of
the outstanding shares of common stock of Ablest Inc. (the “Potential Transaction”).
1. Expenses. The Burton Partnership, Limited Partnership and The Burton Partnership
(QP), Limited Partnership (collectively, the “Partnerships”), on the one hand, and Charles H.
Heist, III (“Heist”), on the other, will be responsible for the payment of 25.2% and 74.8%,
respectively, of all reasonable fees, costs and disbursements (collectively, the “Expenses”)
incurred by or on behalf of the Partnerships, Heist or AACH or their affiliates in connection with
the Potential Transaction (whether incurred prior to or after the date hereof), which the
Partnerships and Heist each approve in advance. Approved Expenses include, without limitation, (a)
legal fees incurred by our counsel, Hill, Ward & Henderson, P.A., and (b) commitment fees for
financing paid to Manufacturers and Traders Trust Company in an amount not to exceed $50,000. Each
party shall satisfy any liability to the other party under this Section 1 upon the earlier of (i)
the consummation of the Potential Transaction or (ii) the request of the other party.
2. Payment of Expenses. The Partnerships or Heist, after receiving the other party’s
prior approval, will pay the Expenses from time to time as such Expenses become due. Each party
making a payment pursuant to this Section 2 shall be entitled to receive from the other party (a)
reimbursement of such payment in accordance with the percentage set forth in Section 1 and (b)
interest accruing at five percent (5%) per annum on the amount set forth in Section 2(a) from the
date the amount was advanced until it is repaid.
(a) Complete Agreement. This letter agreement shall constitute the complete agreement
and understanding between the parties hereto, and shall supersede all prior agreements related in
any way to the subject matter hereof.
(b) Counterparts; Assignment. This letter agreement may be executed in multiple
counterparts, any one of which need not contain the signature of more than one party but all of
which together shall constitute one agreement. This letter agreement may not be assigned by either
party hereto without the consent of the other party hereto, which consent may be withheld in such
other party’s sole discretion.
(c) Amendment. This letter agreement may be amended and the observance of any
provision may be waived (either generally or in a particular instance and either retroactively or
prospectively) only with the mutual written consent of each of the parties hereto.
(d) Governing Law. This letter agreement shall be governed by and construed under the
laws of the State of Florida.