EXHIBIT 10CCC
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May 24, 2000
ADVANCED DEPOSITION TECHNOLOGIES, INC.
NOTE CONVERSION AGREEMENT
WHEREAS, on April 1, 2000, Xxxxxxxxx X. Xxxxxx ("Purchaser"), loaned
Advanced Deposition Technologies, Inc. (the "Company") the amount of one hundred
fifty thousand dollars ($150,000), such loan having been evidenced by a
promissory note of such date (the "Note"); and
WHEREAS, pursuant to a resolution of the Board of Directors, the
Company desires to extend to Purchaser the option to convert the Note into
100,000 shares common stock of the Company, $.01 par value per share (the
"Common Stock"); and
WHEREAS, Purchaser desires to convert the Note into Common Stock.
NOW THEREFORE,
1. Conversion of the Note. Purchaser hereby tenders to the Company the
Note dated as of April 1, 2000 in exchange for 100,000 shares of the Company's
Common Stock (the "Shares"). The Note shall be cancelled as of the date hereof
in full payment for the Shares. The Company has agreed to pay to the Purchaser
the interest owed under the Note.
2. Representations of the Purchaser. Purchaser hereby represents and
warrants to the Company as follows:
(a) Experience and Suitability. I am an "accredited investor" as
such term is defined in Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). I am qualified by my knowledge and experience in
financial and business matters, investments, securities and private placements
to evaluate the merits and risks of an investment in the Shares and to make an
informed decision relating thereto. I have the financial capability for making
the investment and protecting my interests, and I can afford a complete loss of
the investment. The investment is a suitable one for me.
(b) Risk Factors. I have carefully considered the potential risks
relating to the Company and a purchase of the Shares. I am familiar with the
general risks of investment in companies with a history of losses such as those
of the Company.
(c) Investment Purpose. I am acquiring the Shares for my own
account for the purpose of investment and not with a view to, or for resale in
connection with, the distribution thereof, nor with any present intention of
distributing or selling the Shares. I understand that the Shares have not been
registered under the Securities Act or the securities laws of any state, and I
hereby agree not to make any sale, transfer or other disposition of any such
Shares unless either (i) the Shares first shall have been registered under the
Securities Act and all applicable state securities laws, or (ii) an exemption
from such registration is available, and the Company has received such documents
and agreements from me and the transferee as the Company requests at such time.
(d) Legends. I understand that until the Shares have been
registered under the Securities Act and applicable state securities laws each
certificate representing such securities shall bear a legend substantially
similar to the following:
The securities represented by this certificate have not been
registered under the Securities Act of 1933 or any other
securities laws. These securities have been acquired for
investment and not with a view to distribution or resale. Such
securities may not be offered for sale, sold, delivered after
sale, transferred, pledged or hypothecated in the absence of
an effective registration statement covering such securities
under the Securities Act of 1933 and any other applicable
securities laws, unless the holder shall have obtained an
opinion of counsel reasonably satisfactory to the corporation
that such registration is not required.
IN WITNESS WHEREOF, this Note Conversion Agreement is signed as of
the date first written above.
ADVANCED DEPOSITION TECHNOLOGIES, INC.
By:/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chairman, CEO and Treasurer
PURCHASER
Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
