EXHIBIT 10.64
AMENDMENT TO ESCROW AGREEMENT
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This First Amendment to Escrow Agreement (this "Amendment") is made this
____ day of October, 1995, by and among Memry Corporation, a Delaware
corporation ("Memry"), Connecticut Innovations, Incorporated, a specially
chartered Connecticut corporation ("CII") and Xxxx Xxxxx & Xxxxxxx, as escrow
agent (the "Escrow Agent").
W I T N E S S E T H:
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WHEREAS, Memry, CII and Escrow Agent are parties to an Escrow Agreement
dated December 22, 1994 (the "Escrow Agreement");
WHEREAS, Memry and CII have entered into a First Amendment to Convertible
Subordinated Debenture Purchase Agreement of even date herewith (the "First
Amendment");
WHEREAS, Memry, CII and Escrow Agent wish to modify the Escrow Agreement to
reflect the amendments made pursuant to the First Amendment.
NOW THEREFORE, in consideration of the premises and of other good and
valuable consideration given to each party hereto, the receipt and sufficiency
of which are hereby acknowledged, Memry, CII and the Escrow Agent agree as
follows:
1. All references to the "Purchase Agreement" shall be deemed references
to the Purchase Agreement, as amended by the First Amendment.
2. The reference in the preamble and in Section 4(a)(ii) to "February 28,
1998" shall be deleted and replaced with "March 15, 1999."
3. The reference in Section 4(a)(iv) to "March 10, 1998" shall be deleted
and replaced with "March 5, 1999."
4. The reference in Section 4(b) to "February 18, 1998" shall be deleted
and replaced with "March 5, 1999."
IN WITNESS WHEREOF, the parties have executed this Agreement as of this
12th day of October, 1995.
MEMRY CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Its: President
CONNECTICUT INNOVATIONS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Acting President and
Executive Director
XXXX XXXXX & XXXXXXX
By: /s/ Xxxxx X. Xxxxx
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a Partner
