INRAD, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Exhibit 10.19
Xx. Xxxxx Xxxxxxxxx December 31, 1998
Clarex Limited
P.O. Box N3016
Nassau, Bahamas
Dear Xx. Xxxxxxxxx:
This letter is written to evidence the agreement between Inrad, Inc. (the
"Company") and you, with respect to your $154,346 principal sum plus $12,348 of
accrued interest to December 31, 1998 which the company presently owes you (the
Indebtedness) on your subordinated convertible note of April 9, 1995.
By signing below, you hereby agree that as payment for the entire amount of this
Indebtedness of $166,694 you will receive 166,694 shares of the Company's Common
Stock (the "Shares").
You further acknowledge that the Indebtedness represents the entire amount owed
to you by the Company for borrowed money as of the date hereof (as opposed to
compensation and benefits).
By signing below, you also represent to the Company that: ( i ) you are able to
bear the economic risk of the investment in the Shares, ( ii ) you recognize and
agree that the Shares have not been registered under the Securities Act of 1933,
as amended ( the "Act"), ( iii) you recognize and agree that you will be
required to continue to bear the risk of investment in the Shares for an
indefinite period, ( iv ) you recognize and agree that such Shares must be held
by you indefinitely unless a subsequent disposition is registered under the Act
or is exempted from registration under all applicable federal and state
securities laws, ( v ) you recognize and agree that the Company will enter stop
transfer notations in its records with respect to the stock certificates
representing the shares, ( vi ) you have knowledge and experience with respect
to the Company and its business and in financial and business affairs generally
so that you are capable of evaluating the merits and risks of the prospective
investment; ( vii ) the Shares are being acquired for your own account for
investment purposes and not with the view of resale or distribution thereof by
you and (viii) you recognize and agree that a restrictive legend will be placed
on the certificates representing the Shares summarizing the restrictions on
transferability outlined above. At the request of Clarex, the Company will make
its best efforts to register the Shares, only if it qualifies to use Securities
and Exchange Commission form S3.
Please confirm your acceptance of the terms of this letter by signing below.
Very truly yours,
Xxxxx X. Xxxxx
Chief Financial Officer
Agreed to as of the 31st day of December, 0000
Xxxxxx Limited
