0000950130-98-000688 Sample Contracts

Letter Agreement, dated December 23, 1997, between James G. Binch and the Company relating to the exchange of a promissory note for the Company's common stock
Letter Agreement • February 13th, 1998 • Memry Corp • Machine tools, metal cutting types

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.

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