Exhibit 10(gg)
September 22, 1997
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c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
The ▇▇▇▇▇▇▇▇▇▇ Group, Inc.
Riverside Office Park
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Re: Sale of Nuclear Metals, Inc. Debenture and Warrant
Dear ▇▇▇▇▇:
The purpose of this letter is to set forth the following terms and
conditions which shall apply to the sale of a $500,000 Nuclear Metals, Inc.
10% Subordinated Debenture (the "Debenture") and accompanying Warrant to
purchase 60,000 shares of Nuclear Metals, Inc. Common Stock (the "Warrant")
by the Company to you.
The purchase price for the Debenture and Warrant shall be Five Hundred
Thousand ($500,000) Dollars.
You acknowledge and understand that the Debenture and Warrant, and the
underlying stock (the "Securities") are being offered and sold without
registration under the Securities Act of 1933, as amended (the "Act") and in
reliance upon an exemption from the registration requirements contained in
the Act and the rules and regulations promulgated thereunder.
You hereby make the following representations and warranties to the
Company:
(1) You are an "accredited investor" within the meaning of Rule 501(a)
under the Act.
(2) You have sufficient knowledge and experience in financial and business
matters which enable you to evaluate the merits and risks of making an
investment in the Company. We have provided you with any and all
public information concerning the Company which you deem relevant.
You have had the opportunity to ask and have received answers to any
questions you have with respect to the business and prospects of the
Company. You recognize and agree that non-public information provided
to you may be used only for purposes of evaluating the investment
described above, and for no other purpose.
(3) You are acquiring the Securities with your own funds, for your own
benefit, for investment, and not with a view to the resale or
distribution thereof or any interest therein.
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September 22, 1997
Page 2
(4) You agree with the Company that, as the Securities are unregistered
under the Act, they must be held indefinitely unless they are
subsequently registered under the Act or an exemption from such
registration is available. In addition, you agree not to transfer or
dispose of any of the Securities, or any interest therein, except in
accordance with all applicable Federal and state laws. You agree that
there may be affixed to any certificate representing the Securities
and to all certificates issued thereafter representing such Securities
(until in the opinion of counsel, which opinion must be satisfactory
to counsel to the Company, it is no longer necessary or required) an
appropriate legend evidencing the applicable restrictions under the
Act.
Please acknowledge the foregoing by signing the acknowledgement below and
returning it to me. If you have any questions or comments, feel free to give
me a call. I look forward to having you aboard.
Very truly yours,
Nuclear Metals, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Acknowledgement of :
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