Memry Corporation – AGREEMENT AND PLAN OF MERGER Among SAES GETTERS S.P.A., SAES DEVICES CORP. And MEMRY CORPORATION Dated as of June 24, 2008 (June 25th, 2008)
AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2008 (the "Agreement"), among SAES Getters S.p.A., an Italian corporation ("Parent"), Saes Devices Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Memry Corporation, a Delaware corporation (the "Company"). Each of Parent, Merger Sub and Company is referred to herein as a "Party" and together they are referred to herein as "Parties".
Memry Corporation – Consulting Agreement (December 14th, 2007)
This Consulting Agreement, dated as of the 12th day of December, 2007 (this "Agreement"), between James Dandeneau and PPC Liquidation Corporation (the "Consultant") and Putnam Plastics Company LLC, a Connecticut limited liability company (the "Company").
Memry Corporation – Employment Agreement (February 14th, 2005)
This Employment Agreement, dated as of the 9th day of November, 2004, between James Dandeneau (the Executive) and Putnam Plastics Company LLC, a Connecticut limited liability company (the Company).
Memry Corporation – Contract (November 12th, 2004)
SUBORDINATED LOAN AGREEMENT, dated as of November 9, 2004, as amended, supplemented or otherwise modified from time to time (the Agreement), by and among MEMRY CORPORATION, a Delaware corporation (the Parent), MPAV ACQUISITION LLC, a Connecticut limited liability company (Newco), IRONBRIDGE MEZZANINE FUND, L.P., a Delaware limited partnership (Ironbridge), and BROOKSIDE PECKS CAPITAL PARTNERS, L.P., a Delaware limited partnership in its individual capacity (in said capacity, BPCP and together with Ironbridge, the Lenders), and in its capacity as agent for all the Lenders (the Agent). (The Parent and Newco are individually referred to herein as a Borrower and they are collectively referred to herein as the Borrowers.)
Memry Corporation – Commercial Lease Agreement (November 12th, 2004)
COMMERCIAL LEASE AGREEMENT (this Lease), dated as of November 9, 2004, between JAMES V. DANDENEAU (LESSOR), having an address at 307 Thompson Road, Thompson, CT 06277, and MPAV ACQUISITION LLC, a Connecticut limited liability company soon to be renamed PUTNAM PLASTICS COMPANY LLC (LESSEE), having an address at c/o Memry Corporation, 3 Berkshire Blvd., Bethel, Connecticut 06801, Attention: Mr. James G. Binch, with a copy to Finn Dixon & Herling LLP, One Landmark Square, Suite 1400, Stamford, Connecticut 06901, Attention: David I. Albin, Esq.