EXHIBIT 10.53
Harbour Holdings Limited Partnership
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
May 22, 1995
Memry Corporation
00 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Re: Series A Preferred Stock and Series B Preferred Stock
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Dear Sirs:
Reference is made to the 124 shares of Series A Preferred Stock, par
value $1.00 per share, (the "Series A Shares"), and the 250 shares of Series B
Preferred Stock, par value $1.00 per share (the "Series B Shares," and
collectively with the Series A Shares, the "Preferred Shares"), of Memry
Corporation ("Memry") that are owned by Harbour Holdings Limited Partnership
("Harbour") as of the date hereof. Harbour hereby agrees that simultaneously
with the execution of this letter agreement it will convert all of the Series A
Shares into 424,426 shares of Common Stock, par value $0.01 per share, of Memry
("Common Stock") and will convert all of the Series B Shares into 312,500
shares of Common Stock. By execution of this letter agreement, Memry agrees to
issue to Harbour, as payment in full of accrued dividends to date in the amount
of $598,000 with respect to Preferred Shares, 747,500 shares of Common Stock,
representing a per share price of $0.80, and Harbour agrees to accept such
issuance as payment in full of such accrued dividends.
This letter agreement may be signed in any number of counterparts, each
of which shall be deemed an original.
Harbour Holdings Limited Partnership
By: Harbour Investment Corporation, its
general partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
Agreed and Acknowledged by:
Memry Corporation
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman, President and CEO
Date: May 22, 1995
