EXHIBIT 10
[LETTERHEAD]
June 5, 1997
Xx. Xxxxx X. Xxxxxx
Vice President Finance
The National Registry Inc.
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Dear Xxxxx,
Pursuant to the meeting of all concerned parties on May 30, 1997, this letter
will confirm the following agreement between The National Registry Inc. (NRID)
and Clearwater Fund IV, LLC (Clearwater):
1. Clearwater, which holds 250,000 shares of Series C Covertible Preferred
Stock and warrants to purchase 285,714 shares of Common Stock of NRID, agrees
not to sell, without NRID's consent and approval, any shares of NRID Common
Stock received upon conversion of the Series C Preferred Stock or the
exercise of the warrants for a 12 month period. However, Clearwater shall be
entitled to sell any or all of its shares of Common Stock of NRID in
connection with any change of control of NRID or similar event. The
commencement of this holding period will occur as of June 5, 1997.
2. NRID hereby agrees to waive the 4.9% ownership limitations of the
outstanding shares of NRID Common Stock set forth within the terms of the
Series C Preferred Stock.
If the foregoing accurately and completely sets forth the understanding of the
parties, please so indicate by signing and returning a copy of this letter,
whereupon it will become binding.
(for and behalf of)
CLEARWATER FUND IV, LLC
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx
Managing Member
ACCEPTED BY:
THE NATIONAL REGISTRY INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President - Finance
