Exhibit 8.3.7
Form of Non-Solicits
[See Attached]
NON-SOLICIT COVENANT
THIS NON-SOLICIT COVENANT ("Agreement"), is made and entered into to be
effective as of this 31st day of March, 1998, by and between UCI Medical
Affiliates of Georgia, Inc., a South Carolina corporation ("UCI of GA"), and
_____________________________ ("Shareholder").
Preliminary Statement
---------------------
Shareholder is currently a shareholder of MainStreet Healthcare
Corporation, a Delaware corporation ("Mainstreet"). Mainstreet has owned and
operated various medical-related facilities and equipment in the States of
Georgia and Tennessee (the "Business").
Pursuant to that certain Acquisition Agreement and Plan of
Reorganization dated February ____, 1998 (the "Acquisition Agreement"), by and
among UCI of GA; UCI Medical Affiliates, Inc., a Delaware corporation ("UCI");
Mainstreet; MainStreet Healthcare Medical Group, P.C., a Georgia corporation
("MSH of GA"); Mainstreet Healthcare Medical Group, PC, a Tennessee corporation
("MSH of TN"); Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and
Mezzanine Fund, L.P., a Delaware limited partnership; and Robert G. Riddett,
Jr., Mainstreet transferred substantially all of Mainstreet's assets (the
"Assets") to UCI of GA as set forth in the Acquisition Agreement. Upon the
closing of the transactions contemplated in the Acquisition Agreement, UCI of GA
intends to operate the Assets acquired by it for UCI of GA's business similar to
the Business of Mainstreet. In connection therewith, UCI of GA has contracted
with Doctor's Care of Georgia, P.C., a Georgia professional corporation ("DC of
GA") to provide health care services at such facilities within the State of
Georgia, and with Doctor's Care of Tennessee, P.C., a Tennessee professional
corporation ("DC of TN") to provide health care services at such facilities
within the State of Tennessee. For purposes herein MainStreet, MSH of GA, and
MSH of TN are collectively referred to herein as the "MainStreet Entities".
Mainstreet has conducted the Business for several years, and
Shareholder has made use of, acquired, and added to confidential and proprietary
information and trade secrets of Mainstreet, all of which are portions of the
Assets (which Assets are being transferred to UCI of GA pursuant to the
Acquisition Agreement).
Shareholder also has developed unique information and knowledge about
the competitive market, locations, potential patients, processes and prospects
of the Business of Mainstreet.
The value of the acquisition by UCI of GA pursuant to the Acquisition
Agreement would be diminished in the event that Shareholder were to violate the
terms of this Agreement. UCI, UCI of GA, DC of GA, and DC of TN (collectively
the "UCI Entities") have required, as a condition precedent to its purchase of
such Assets pursuant to the Acquisition Agreement, that Shareholder covenant not
to divulge any confidential information and not to solicit the employees of the
UCI Entities, or any one of them, as set forth herein.
Shareholder has agreed to provide such covenants as set forth herein as
a material inducement to the UCI Entities to enter into and close the
Acquisition Agreement and in consideration of the payments to be made
thereunder. Shareholder's covenants contained herein are ancillary to the
Acquisition Agreement. Shareholder acknowledges that he/she will benefit from
the Acquisition Agreement.
Pursuant to the Acquisition Agreement, UCI of GA and Shareholder desire
to set forth the terms and conditions of their agreements and understandings
respecting such covenants.
Non-Solicit Covenant
Page 1
Statement of Agreement
----------------------
NOW, THEREFORE, in consideration of the foregoing premises, the
promises set forth herein, the Acquisition Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Shareholder and UCI of GA, intending to be legally bound, hereby
agree and covenant as follows:
1. Non-Disclosure of Information. Shareholder shall not, at any time
after the date hereof, directly or indirectly, divulge or disclose to any person
or entity including without limitation any Affiliate (as defined below) of
Shareholder for any purpose whatsoever any confidential information that has
been developed or obtained by, or disclosed to, Shareholder at any time before
or after the date hereof (exclusive of such information as is in the public
domain or as is required to be disclosed pursuant to an applicable law, rule,
regulation, or final non-appealable order of a court of competent jurisdiction).
Shareholder acknowledges that such confidential information is of a special and
unique nature and value relating to matters of the Mainstreet's Business,
including, without limitation, the lists of patients and potential patients of
one or more of the Mainstreet Entities, leases or contacts (which were
specifically targeted by one or more of the Mainstreet Entities prior to
Closing), pricing information and lists, sales and marketing materials and
methods, proprietary information, trade secrets, trademarks, systems,
procedures, manuals, confidential reports, records, operational expertise, the
nature and type of services rendered by the Mainstreet Entities, or any one of
them, the equipment and methods used and preferred by patients and customers of
the Mainstreet Entities, or any one of them, and the fees paid by them (all of
which are deemed for all purposes to be confidential, proprietary, and trade
secrets of one or more of the Mainstreet Entities transferred to the UCI
Entities pursuant to the Acquisition Agreement).
2. Covenants against Solicitation.
[PROVISION FOR PENMAN ONLY
a. Employees. For a period of two (2) years after the
effective date hereof, Shareholder shall not solicit or in any manner attempt to
solicit or induce any person employed by, or an agent of, one or more of the UCI
Entities to terminate such person's association or contract of employment or
agency, as the case may be, with such entity.
b. Senior Employees. For a period of five (5) years after the
effective date hereof, Shareholder shall not solicit or in any manner attempt to
solicit or induce the following three (3) senior management employees of one or
more of the UCI Entities to terminate such person's association or contract of
employment or agency, as the case may be, with such entity:_____________________
____________________________________________.]
[PROVISION FOR ALL CLASS B SHAREHOLDERS OTHER THAN PENMAN
a. Employees. For a period of two (2) years after the
effective date hereof, Shareholder shall not, directly or through an Affiliate
(as defined below) solicit or in any manner attempt to solicit or induce any
person employed by, or an agent of, one or more of the UCI Entities to terminate
such person's association or contract of employment or agency, as the case may
be, with such entity.
b. Senior Employees. For a period of five (5) years after the
effective date hereof, Shareholder shall not, directly or through an Affiliate
(as defined below) solicit or in any manner attempt to solicit or induce the
following three (3) senior management employees of one or more of the UCI
Entities to terminate such person's association or contract of employment or
agency, as the case may be, with such entity:___________________________________
______________________________________________________________________________.]
Non-Solicit Covenant
Page 2
c. Definition of Affiliate. For purposes of this Agreement, an
"Affiliate" of Shareholder is a Person (as defined below) that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with Shareholder. For purposes of this Agreement, a
"Person" includes, in addition to such person, all of the following persons: (i)
any relative or spouse of such person, or any relative of such spouse, any one
of whom has the same home as such person; (ii) any trust or estate in which such
person or any of the persons specified in Section 2(c)(i) of this Agreement
collectively own ten percent (10%) or more of the total beneficial interest, or
of which any of such persons serve as trustee, executor or in any other
capacity; and (iii) any corporation, partnership, limited liability company or
other organization in which such person or any of the persons specified in
Section 2(c)(i) of this Agreement are the beneficial owners collectively of ten
percent (10%) of any class of equity securities, of the equity interest, or of
the partnership interest.
3. Consideration. In consideration of the restrictions and covenants
contained herein, Shareholder hereby acknowledges the receipt and adequacy of
such other consideration set forth in the Acquisition Agreement.
4. Remedies.
a. Accounting for Lost Profits. If Shareholder shall violate
any of the provisions of Sections 1 or 2, the UCI Entities shall be entitled to
recover any non-speculative lost profits incurred by any one or more of the UCI
Entities as a result of, growing out of, or in connection with, any such
violation by Shareholder. This remedy shall be in addition to, and not in
limitation of, any injunctive relief or other rights, remedies, or damages, to
which any one or more of the UCI Entities is or may be entitled as a result of
this Agreement.
b. Injunctive Relief. In the event of a breach or threatened
breach by Shareholder of any of the provisions of Sections 1 or 2, the UCI
Entities, in addition to, and not in limitation of, any other rights, remedies,
or damages available to any one or more of the UCI Entities at law or in equity,
shall be entitled to a temporary restraining order, preliminary injunction, and
permanent injunction in order to prevent or restrain any such breach by
Shareholder or by Shareholder's partners, agents, representatives, servants,
employers, employees, companies, consulting clients, and/or any and all persons
directly or indirectly acting for or with Shareholder. Shareholder agrees that
in the event of any breach by Shareholder of the covenants set forth in this
Agreement, the UCI Entities shall suffer irreparable harm for which the remedy
of monetary damages may be inadequate.
c. Alternatives. The UCI Entities shall have the option, in
their sole discretion, to enforce the various restrictions of Sections 1 and 2
cumulatively, in the alternative, or consecutively.
5. Reasonableness of Restrictions.
a. Acknowledgment. Shareholder has carefully read and
considered the provisions of Sections 1, 2, 3 and 4, and, having done so,
voluntarily agrees that the restrictions set forth in those Sections, including,
but not limited to, the time period of restriction, the geographical areas of
restriction, and the scope of restricted activities set forth in Section 2, are
fair and reasonable and are reasonably required for the protection of the
legitimate interests of each of the UCI Entities, and their respective parent or
subsidiary corporations, partnerships, officers, directors, partners, employees
and affiliates.
b. Enforcement. In the event that, notwithstanding the
foregoing, any of the provisions of Sections 1, 2, or 4 or any parts thereof
shall be held to be invalid or unenforceable, the remaining provisions or parts
thereof shall nevertheless continue to be valid and enforceable as though the
invalid or unenforceable portions or parts had not been included therein. In the
event that any provisions of Sections 1 or 2 relating to the time period and/or
the areas of restriction and/or the scope of restricted activities and/or
related aspects shall be declared
Non-Solicit Covenant
Page 3
by a court of competent jurisdiction to exceed the maximum restrictiveness such
court deems reasonable and enforceable, the time period and/or areas of
restriction and/or the scope of restricted activities and/or related aspects
deemed reasonable and enforceable by the court shall become and thereafter be
the maximum restriction in such regard, and the restriction shall remain
enforceable to the fullest extent deemed reasonable by such court.
6. Miscellaneous.
a. Burden and Benefit. This Agreement shall be binding upon
UCI of GA's successors and assigns and Shareholder's heirs, personal and legal
representatives, successors and assigns, and shall inure to the benefit of each
of the UCI Entities' respective successors and permitted assigns and
Shareholder's heirs, personal legal representatives, successors, and permitted
assigns.
b. Modifications. This Agreement can only be modified by a
written agreement duly signed by Shareholder and an authorized representative of
UCI of GA. Moreover, in order to avoid uncertainty, ambiguity and
misunderstandings in their relationships, the parties hereto covenant and agree
not to enter into any oral agreement or understanding inconsistent or in
conflict with this Agreement; and the parties hereto further covenant and agree
that any oral communication allegedly or purportedly constituting such an
agreement or understanding shall be absolutely null, void and without effect.
c. Waiver. Any waiver by either party of any breach or any
term or condition hereof shall be effective only if in writing and such writing
shall not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.
d. Assignments. Neither this Agreement nor any rights
hereunder may be assigned or otherwise transferred by Shareholder. This
Agreement may be assigned or otherwise transferred by UCI of GA to any entity
controlled by or under common control with UCI of GA, or in connection with the
merger or acquisition of, or sale of substantially all of, the assets of UCI of
GA.
e. Cumulative Remedies. All rights and remedies of a party
hereunder shall be cumulative and in addition to such rights and remedies as may
be available to a party at law or equity.
f. Venue and Jurisdiction. The parties hereto hereby (i) agree
that any litigation, action or proceeding arising out of or relating to this
Agreement may be instituted in a state or federal court located in Richland
County, South Carolina, (ii) waive any objection which they might have now or
hereafter to any such litigation, action, or proceeding based upon improper
venue or inconvenient forum, and (iii) irrevocably submit to the jurisdiction of
such courts in any such litigation, action or proceeding. For all purposes of
this Agreement, the parties hereto further agree that service of process may be
effected pursuant to United States mail.
g. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior contemporaneous written or oral agreements and
representations between the parties with respect thereto.
h. Governing Law. The construction and interpretation of this
Agreement shall at all times and in all respects be governed by the laws of the
State of South Carolina.
i. Severability. The invalidity or unenforceability or any
provision of this Agreement shall not render invalid or unenforceable any other
provision hereof.
Non-Solicit Covenant
Page 4
j. Survival. All terms of this Agreement shall survive the
Closing under the Acquisition Agreement.
k. Usage. Capitalized terms used herein which are not
otherwise defined herein shall have the meanings ascribed to them in the
Acquisition Agreement. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Terms such as "hereof",
"hereunder", "hereto", "herein", and words of similar import shall refer to this
Agreement in its entirety and all references to "Paragraphs", "Sections", and
similar cross references shall refer to specified portions of this Agreement,
unless the context clearly requires otherwise.
l. Enforcement. In the event litigation or other legal
proceedings are commenced to enforce any rights under this Agreement, all
reasonable legal expenses (including reasonable attorney's fees) and other
direct costs of litigation of the prevailing party shall be paid by the
non-prevailing party. All remedies specified herein are cumulative and
non-exclusive, and parties shall be entitled to seek or enforce any other rights
or remedies available to them at law or in equity.
m. Notices. Any notice, request, approval, consent, demand or
other communication shall be effective upon the first to occur of the following:
(i) upon receipt by the party to whom such notice, request, approval, consent,
demand or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States certified mail, return receipt
requested, and addressed as follows:
UCI of GA: UCI Medical Affiliates of Georgia, Inc.
--------- 1901 Main Street, Suite 1200
Mail Code 1105
Columbia, South Carolina 29201
Attn.: Jerry F. Wells, Jr.
Shareholder: ________________________________________
----------- ________________________________________
________________________________________
________________________________________
The parties hereto may change their respective addresses by notice in writing
given to the other party to this Agreement.
Non-Solicit Covenant
Page 5
IN WITNESS WHEREOF, this Non-Solicit Covenant is executed under seal by
UCI of GA and Shareholder to be effective as of the date first above written.
WITNESSES: SHAREHOLDER:
- ---------- ------------
_______________________
________________________________(SEAL)
Print Name:
Social Security Number:
_______________________
UCI OF GA:
----------
UCI MEDICAL AFFILIATES OF GEORGIA
_______________________
By:______________________________(SEAL)
Its:________________________________
_______________________
Non-Solicit Covenant
Page 6
Exhibit 8.3.8
Form of Investment Letter
[See Attached]
INVESTMENT LETTER
March 31, 1998
TO: UCI Medical Affiliates, Inc.
1901 Main Street, Suite 1200
Columbia, SC 29201
Attn: President
RE: Issuance of Common Stock in UCI Medical Affiliates, Inc.
Dear Sir:
On this date, the Company is issuing to the undersigned shareholder
("Transferee") of MainStreet Healthcare Corporation, a Delaware corporation
("Main Street"), the number of shares of the common stock, $0.05 par value, of
UCI Medical Affiliates, Inc., a Delaware corporation (the "Company"), as are set
forth opposite Transferee's signature on the signature page hereof (the
"Shares"). In consideration of your agreement to issue the Shares to Transferee,
Transferee hereby represents and warrants to you and hereby covenants and agrees
with you, as follows:
1. Transferee has carefully read this Investment Letter and, to the
extent Transferee believes necessary, has discussed with Transferee's counsel
and other professional advisor(s) the representations, warranties, covenants and
agreements which Transferee makes by signing it, and any applicable limitations
upon Transferee's transfer of the Shares issuable thereunder. Transferee
acknowledges that Transferee has not relied upon the legal counsel or
accountants for the Company regarding the Shares or the transactions
contemplated by this Investment Letter, and Transferee has been advised to
engage separate legal counsel and accountants to represent Transferee's
individual interest and advise Transferee regarding the structure of and risks
associated with such transactions.
2. Transferee understands that as a publicly traded company, the
Company files with the Securities and Exchange Commission (the "SEC") various
reports, including quarterly and annual financial statements, annual reports to
shareholders, and proxy statements, and that all of such reports, statements and
information are available to the public, including Transferee, from the SEC and
directly from the Company (collectively the "Documents"). Transferee has been
given the opportunity to obtain copies of such Documents and to ask questions
of, and receive answers from, representatives of the Company with respect to the
Company and the Shares, concerning the terms and conditions of the transfer of
the Shares by the Company to Transferee, and has been given the opportunity to
obtain such additional information necessary to verify the accuracy of any
information provided to Transferee by the Company in order for Transferee to
evaluate the merits and risks of an investment in the Company to the extent that
the Company possesses such information or could acquire it without unreasonable
effort or expense. Transferee has been furnished with all information concerning
the Shares and the Company that Transferee desires.
Transferee further acknowledges that Transferee is executing and
delivering this Investment Letter solely on the basis of information contained
in the Documents and not on the basis of any information, representations, or
agreements made by any other person, and that no representations or warranties
of any nature have been made to Transferee with respect to the ultimate economic
consequences or tax consequences of Transferee's investment in the Company.
Investment Letter
Page 1
Transferee acknowledges that any forecasted financial data which may have been
given to Transferee is for illustration purposes only and no assurance is given
that actual results will correspond with the results contemplated in any such
data.
3. Transferee is _____ or is not _____ (initial one) an "accredited
investor" as that term is defined in Rule 501 of Regulation D promulgated by the
SEC under the Securities Act of 1933, as amended (the "1933 Act"). For this
purpose, Transferee understands that an "accredited investor" includes:
(i) any individual who: (A) has a net worth (with spouse) in excess of
$1 million; or (B) has had an individual income in excess of $200,000
(or joint income with spouse in excess of $300,000) in each of the two
most recent years and who reasonably expects the same income level for
the current year; or (C) who is an executive officer or director of the
Company;
(ii) any entity in which all of the equity owners or partners are
"accredited investors;" or
(iii) any corporation or partnership with total assets in excess of
$5,000,000 that was not formed for the specific purpose of purchasing
the securities subscribed hereunder.
4. Transferee considers himself/herself/itself to be a sophisticated
investor in companies similarly situated to the Company, and Transferee has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of the prospective investment in the Shares. Any
information Transferee may have furnished to you with respect to Transferee's
status as a sophisticated investor, Transferee's business experience or
Transferee's financial position is correct.
5. If Transferee is an individual, Transferee's current state of
residency is the state reflected in Transferee's current address as set forth on
the signature page hereof, and Transferee has no present intention of moving
from such state of residency. If Transferee is an entity, Transferee's state of
incorporation or organization are as set forth on the signature page hereof. If
Transferee is an entity which does not meet the classification set forth under
Section 3 (iii) above, each of Transferee's equity owners and/or partners has
the same state of residence as the Transferee's state of incorporation or
organization and none of Transferee's equity owners and/or partners has any
present intention of moving from such state of residency.
6. Transferee has been advised and acknowledges that the issuance of
the Shares will not be registered under the 1933 Act, in reliance upon the
exemption(s) from registration promulgated thereunder. Transferee also
acknowledges that the issuance of the Shares will not be registered under the
securities laws of any state. Consequently, Transferee agrees that the Shares
cannot be resold unless they are registered under the 1933 Act and applicable
state securities laws, or unless an exemption from such registration
requirements is available.
7. Transferee understands and acknowledges that, except as specifically
set forth in that certain Registration Rights Agreement dated as of March 31,
1998, the Company is under no obligation to register the Shares for public sale
or to comply with the conditions of Rule 144 promulgated by the SEC under the
1933 Act or to take any other action necessary in order to make available any
exemption for the subsequent transfer of the Shares without registration.
8. Transferee is purchasing the Shares solely for Transferee's own
account and not as nominee for, representative of, or otherwise on behalf of any
other person. Transferee is purchasing the Shares with the intention of
Investment Letter
Page 2
holding the Shares for investment, with no present intention of participating,
directly or indirectly, in a subsequent public distribution of the Shares unless
registered under the 1933 Act and applicable state securities laws, or unless an
exemption from such registration requirements is available. Transferee shall not
make any sale, transfer or other disposition of the Shares in violation of state
or federal law.
9. Transferee has been advised and acknowledges that there is currently
no active public or private market for the Shares and that no active market for
the Shares may develop. Transferee is aware that Transferee's investment in the
Company is speculative and involves a high degree of risk of loss arising from,
among other things, substantial market, operational, competitive and other
risks, and having made Transferee's own evaluation of the risks associated with
this investment, Transferee is aware and Transferee has been advised that
Transferee must bear the economic risks of a purchase of the Shares
indefinitely.
10. Transferee is aware that the Company may offer and sell additional
shares of common stock in the future, thereby diluting Transferee's percentage
equity ownership of the Company.
11. Transferee acknowledges that the Shares were not offered to
Transferee by means of any form of general or public solicitation or general
advertising, or publicly disseminated advertisements or sales literature,
including (i) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media, or broadcast over
television or radio, or (ii) any seminar or meeting to which Transferee was
invited by any of the foregoing means of communications.
12. Transferee understands and agrees that the Company and all current
and future shareholders of the Company are relying on the agreements and
representations contained herein. Transferee understands fully the meaning and
legal consequences of the provisions herein, and agrees to indemnify and hold
harmless the Company, and each other person, if any, subject to liability
because of such person's connection with the Company, against all actions,
claims, losses, damages and liabilities arising out of or based upon any false
representation or warranty herein, or any breach by the undersigned of any
provision hereof, and to reimburse the Company and each such other person for
any legal and other expenses incurred by the Company and each such other person
in connection with investigating, defending, and, if appropriate, settling any
action, claim, loss, damage or liability.
13. In connection with the purchase of the Shares by Transferee,
Transferee has not and will not pay, and has no knowledge of the payment of, any
commission or other direct or indirect remuneration to any person or entity for
soliciting or otherwise coordinating the purchase of the Shares, except to such
persons or entities as are duly licensed and/or registered to engage in
securities offering and selling activities (or are exempt from such licensing
and/or registration requirements) in the state(s) in which such activities have
taken place in connection with the transaction contemplated by this Investment
Letter.
14. Transferee has been advised and agrees that there will be placed on
any certificates representing the Shares, or any substitution(s) thereof, a
legend stating in substance the following (and including any restrictions or
conditions that may be required by any applicable state law), and Transferee has
been advised and further agrees that the Company will refuse to permit the
transfer of the Shares out of Transferee's name in the absence of compliance
with the terms of such legend:
Investment Letter
Page 3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL TRANSFER SUCH
SECURITIES ONLY UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE COMPANY, WHICH MAY
INCLUDE AN OPINION OF COUNSEL, THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE
BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
15. Transferee has full power and authority to execute and deliver this
Investment Letter and has obtained the requisite corporate, governmental, and
third party approvals and consents necessary to execute and deliver this
Investment Letter.
16. Transferee confirms that the representations Transferee has
previously made to the Company and those contained in this Investment Letter are
correct and complete as of the date hereof, and that if there should occur any
material change in such representations prior to the receipt of the Shares by
Transferee, Transferee agrees that Transferee will immediately furnish such
revised or corrected representations or information to the Company.
This Investment Letter shall be binding upon Transferee and his/her
heirs, executors, administrators, successors, representatives and assigns and
shall enure to the benefit of the Company, and its successors and assigns. This
Investment Letter shall be governed and construed in accordance with the laws of
the State of South Carolina.
IN WITNESS WHEREOF, Transferee has executed this Investment Letter as
of the date set forth opposite Transferee's signature below.
TRANSFEREE:
Number of Shares of _______________________________
UCI Medical Affiliates, (Print name of Transferee here)
Inc. to be transferred:
______________Shares
______________________________________________________
Date: (Signature of Transferee or authorized representative)
______________________________________________________
(Street Address)
______________________________________________________
(City, State, Zip Code)
Investment Letter
Page 4