MUTUAL RELEASE AND AGREEMENTMutual Release and Agreement • August 15th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • California
This Mutual Release and Agreement (this “Agreement”) is made as of this 14th day of August, 2008 by and between (i) Dr. Wilfried van Moorleghem (“van Moorleghem”), an individual, (ii) AMT, N.V., a Belgian corporation f/k/a Memry Europe, N.V., and (iii) Memry Corporation, a Delaware corporation (“Memry”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • August 15th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • California
This Settlement Agreement and Mutual Release (“Settlement Agreement”) is made as of this 14th day of August, 2008 by and between Memry Corporation (“Memry”), a Delaware corporation, on the one hand, and Kentucky Oil Technology, N.V. (“Kentucky Oil”), a Netherlands corporation, Memory Metal Holland, B.V. (“MMH”), a Netherlands corporation, Peter Besselink (“Besselink”), an individual, United Stenting, Inc. (“USI”), a Nevis corporation, and Dr. Wilfried van Moorleghem (“van Moorleghem”), an individual. Kentucky Oil, MMH, and Besselink are sometimes referred to collectively as the “Kentucky Oil Parties.”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 1, dated as of August 14, 2008 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of June 24, 2008, by and among (i) SAES GETTERS S.P.A., an Italian corporation (“Parent”), (ii) SAES DEVICES CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and (iii) MEMRY CORPORATION, a Delaware corporation (the “Company”). Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • August 15th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • Texas
This Settlement Agreement and Mutual Release (“Settlement Agreement”) is made as of this 14th day of August, 2008 (the “Settlement Date”) by and between Memry Corporation (“Memry”), a Delaware corporation, on the one hand, and Schlumberger Technology Corporation (“STC”, with Memry and STC collectively being the “Parties” and each singularly a “Party”), a Texas corporation on the other hand.
