EXHIBIT 10.4
Letter Agreement,
dated December 23, 1997,
between Xxxxx X. Xxxxx and the Company
relating to the exchange of a promissory note
for the Company's common stock
MEMRY CORPORATION
00 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
December 23, 1997
Xx. Xxxxx X. Xxxxx
000 Xxxxx Xxxx Xxxx
Xxx Xxxxxx, XX
Re: Conversion of Debt into Common Equity
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Dear Xx. Xxxxx:
By your signature set forth below, please confirm that, effective as of
October 31, 1997, you are converting the $60,000 principal amount loan (the
"Loan") made by you to the undersigned into 19,867 shares (the "Shares") of the
undersigned's common stock, par value $0.01 per share (the "Common Stock"). The
certificate representing the aforesaid Shares that will be issued to you shall
contain a restrictive legend to the effect that the offer and sale to you by the
undersigned of the Shares was effected in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), by virtue of the exemption from the registration requirements
thereof contained in Section 4(2) thereof, and will only be eligible for resale
in a registered offering or in a transaction exempt from the registration
requirements of the Securities Act.
You will receive interest on the Loan, at the rate previously in effect,
through the close of business today. You and the undersigned each acknowledge
that the price of $3.02 per share at which the Shares were sold to you
represents the average of the closing bid and asked prices of the Common Stock
on today's date, or $3.78, discounted by 20% to reflect the fact that the Shares
will be subject to restrictions on resale.
Please acknowledge your agreement with the terms and provisions hereof by
signing this letter in the space provided for such purpose below and returning a
copy hereof to the undersigned.
Very truly yours,
MEMRY CORPORATION
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
V.P. - Development and C.F.O.
Agreed and accepted as of the date
first set forth above
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
