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PROMISSORY NOTE #2

Promissory Note

PROMISSORY NOTE #2 | Document Parties: inTEST Corporation | SigmaSYS Corp You are currently viewing:
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inTEST Corporation | SigmaSYS Corp

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Title: PROMISSORY NOTE #2
Governing Law: Delaware     Date: 7/10/2009
Industry: Electronic Instr. and Controls     Sector: Technology

PROMISSORY NOTE #2, Parties: intest corporation , sigmasys corp
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EXHIBIT 10.19

PROMISSORY NOTE #2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE TRANSFERRED OR PLEDGED UNLESS IT HAS BEEN REGISTERED UNDER ALL APPLICABLE SECURITIES LAWS, OR THE MAKER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER TO THE EFFECT THAT THE PROPOSED TRANSACTION IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.

Amount : $1,155,473.74

Date: October 6, 2008
(the " Closing Date ")

FOR VALUE RECEIVED, inTEST Corporation , a Delaware corporation (" Maker "), promises to pay to Sandy L. Hoover, Trustee of the Sandy L. Hoover Trust, a sub-trust of the Robert T. Stewart Separate Property Trust dated March 17, 2003 (hereinafter referred to as " Payee "), the principal sum of One Million One Hundred Fifty-Five Thousand Four Hundred Seventy-Three Dollars and Seventy-Four Cents ($1,155,473.74) in lawful money of the United States of America, together with interest on the unpaid principal amount at the "Prime Rate" plus one and one quarter percent (1.25%). For the purposes of this Note, the " Prime Rate " means a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the "prime rate" at large U.S. money center banks, which Prime Rate is, as of the date of this Note, five percent (5%) per annum. This Note is non-negotiable. The obligations under this Note are secured pursuant to a security agreement dated as of even date herewith among SigmaSYS Corp., Payee and the payee under the Ancillary Note (defined below) (the " Security Agreement ").

This Note is one of two Notes referred to in that certain Agreement and Plan of Merger dated as of October 6, 2008 by and among Maker, Payee, Sigma Systems Corp. and certain other parties (the " Merger Agreement "), and together with the Ancillary Note (defined below) shall be subject to setoff as set forth in the Merger Agreement, provided that any such setoff against this Note shall be 75.77332% of the total amount setoff. Any such setoffs against amounts due under this Note shall be applied first to principal and then to interest. Except as described in this paragraph, the obligations of Maker are an absolute, unconditional and irrevocable promise to pay without setoff or deduction all payments due strictly and according to the terms of this Note and no reference to any collateral agreement is intended to give rise to any right of setoff or deduction.

By way of background, Maker issued two promissory Notes under the Merger Agreement, this Note and a promissory note of the same date and with identical terms, except the payee and initial principal amount of such other note are different (the " Ancillary Note ").

Principal and interest due under this Note shall be payable as follows: (i) a payment of accrued but unpaid interest on the first anniversary of the Closing Date; and (ii) subsequent annual payments of principal and accrued but unpaid interest on each of the next four anniversaries of the Closing Date, with the amount of each such payments of principal and interest


 
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