LEASE -----Memry Corp • August 19th, 2002 • Machine tools, metal cutting types • Connecticut
AGREEMENT ---------Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.46 AMENDED AND RESTATED PRIVATE LABEL/DISTRIBUTION AGREEMENT THIS Amended and Restated Private Label/Distribution Agreement ("Agreement") is made and executed this 19th day of February and effective as of the 20th day of December, 1996...Distribution Agreement • October 28th, 1997 • Memry Corp • Machine tools, metal cutting types • California
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 6th day of November, 2001, by and among MEMRY CORPORATION, a Delaware corporation (the "Company"), and the...Securities Purchase Agreement • November 13th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.36 Letter Agreement, dated March 18, 1999, from Memry Corporation to Robert J. Thatcher.Letter Agreement • September 28th, 1999 • Memry Corp • Machine tools, metal cutting types
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 1998 • Memry Corp • Machine tools, metal cutting types
FORM FOR NSO UNDER MEMRY CORPORATION STOCK OPTION PLAN ----------------------------- NONTRANSFERABLE NON-QUALIFIED STOCK OPTION AGREEMENT dated as of ________ __, 199_, between MEMRY CORPORATION, a Delaware corporation (the "Company"), and...Non-Qualified Stock Option Agreement • February 14th, 1997 • Memry Corp • Machine tools, metal cutting types • Delaware
LOAN AGREEMENTLoan Agreement • February 14th, 2000 • Memry Corp • Machine tools, metal cutting types
WITNESSETHEscrow Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement, dated as of the 1st day of September, 2001, between Robert P. Belcher (the "Executive") and Memry Corporation, a Delaware corporation (the...Employment Agreement • November 13th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.34 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of the 1st day of January, 2000, between James G. Binch (the "Executive") and Memry Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H, - - - - - - - - - -...Employment Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- MEMRY CORPORATION November __, 2000 SECURITIES PURCHASE AGREEMENT -----------------------------Securities Purchase Agreement • February 14th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
NONTRANSFERABLE NONQUALIFIED STOCK OPTION AGREEMENT, dated January 31, 2002, between Memry Corporation, a Delaware corporation (the "Company"), and Robert J. Thatcher (the "Optionee", which term as used herein shall be deemed to include any successor...Memry Corp • May 14th, 2002 • Machine tools, metal cutting types • Delaware
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of the 7th day of November, 1995, between WILLIAM H. MORTON, JR. (the "Executive") and MEMRY CORPORATION, a Delaware corporation (the "Company"). W I T N E S S E T H: - - - - - - -...Employment Agreement • November 14th, 1995 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.45 AMENDED AND RESTATED TINEL-LOCK(R) SUPPLY AGREEMENT ------------------------------ THIS Amended and Restated Supply Agreement (the "Agreement") is made and executed this 19th day of February and effective as of the 20th day of December,...Supply Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • California
Exhibit 10.33 Separation Agreement, dated as of August 17, 1999, between Memry Corporation and William H. Morton. SEPARATION AGREEMENT This separation agreement (this "Agreement") dated as of this 17th day of August, 1999, by and between Memry...Separation Agreement • September 28th, 1999 • Memry Corp • Machine tools, metal cutting types • Delaware
Exhibit 10.36 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (Long-Form to be used with pre-1996 AIR leases) 1. Parties. This Sublease, dated, for reference purposes only, February 3, 2000, is made by and between PACIFIC FINANCIAL...Memry Corp • September 28th, 2000 • Machine tools, metal cutting types
PREAMBLELoan and Security Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.49 Investor:Dominion Financial Group International LDC ---------------------------------------------- SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of June 26, 1997, by and among MEMRY CORPORATION, a corporation...Securities Purchase Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • Connecticut
AGREEMENT ---------Agreement • February 14th, 2000 • Memry Corp • Machine tools, metal cutting types • New York
Exhibit 10.40 SECURITIES PURCHASE AGREEMENT MEMRY CORPORATIONSecurities Purchase Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.42 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS...Memry Corp • October 1st, 1996 • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.3 Employment Agreement, dated as of the 29th day of October, 1997, between Thomas D. Carey and the Company EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of the 29th day of October, 1997, between THOMAS D. CAREY (the "Executive")...Employment Agreement • February 13th, 1998 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.33 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of the 1st day of January, 2000, between Joe Pasqualucci (the "Executive") and Memry Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H, - - - - - - - - - -...Employment Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.58 SECURITIES PURCHASE AGREEMENT ----------------------------- MEMRY CORPORATION JUNE 14, 1995 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 14th day of June,...Securities Purchase Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types • Connecticut
Tenant: MEMRY CORPORATION LEASE TABLE OF CONTENTSAgreement • September 28th, 2001 • Memry Corp • Machine tools, metal cutting types • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 22nd, 2001 • Memry Corp • Machine tools, metal cutting types
PREAMBLEAsset Purchase Agreement • February 14th, 2002 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.45 MORTGAGE AND SECURITY AGREEMENT ------------------------------- This MORTGAGE AND SECURITY AGREEMENT dated as of the 9th day of August, 1996, is from WRIGHT MACHINE CORPORATION, a Delaware corporation, having a mailing address at 69...Mortgage and Security Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Massachusetts
EXHIBIT 10.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "Agreement"), dated as of this 28th day of January 2002 (the "Effective Date"), by and between Memry Corporation, a Delaware corporation (the...Settlement Agreement and Mutual Release • May 14th, 2002 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.43 Investor: ________________________________________________ SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of June ___, 1996, by and among MEMRY CORPORATION, a corporation formed under the laws of the State of...Securities Purchase Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
Amendment No. 2 to Amended and Restated Asset Purchase Agreement between Memry Corporation and Raychem CorporationAsset Purchase Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • California
WITNESSETH:Purchase Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types
EXHIBIT 10.41 SECOND AMENDMENT AGREEMENT THIS SECOND AMENDMENT AGREEMENT (the "Agreement") dated as of June 30, 2001, is between MEMRY CORPORATION, a Delaware corporation with its chief executive office and principal place of business at 3 Berkshire...Second Amendment Agreement • September 28th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.35 SALES AGENCY AGREEMENT This Sales Agency Agreement ("Agreement") is made and entered into this lst day of February, 2000 (the "Effective Date"), between Memry Corporation, a Delaware corporation with its principal place of business at 57...Sales Agency Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • California
