0001193125-05-126284 Sample Contracts

EARNOUT AGREEMENT
Earnout Agreement • June 16th, 2005 • Micronetics Inc • Electronic components, nec • New Jersey

This Earnout Agreement (“Agreement”) is made and entered into as of June 10, 2005 by and among MICRONETICS, INC., a Delaware corporation (“Micronetics”); STEALTH MICROWAVE, INC., a New Jersey corporation (“Stealth”); the undersigned former stockholders of Stealth (collectively, the “Sellers”); and Stephen N. Barthelmes Sr., Stephen N. Barthelmes Jr., and Brian E. Eggleston as the representatives of the Sellers (the “Sellers’ Committee”).

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MICRONETICS, INC and the STOCKHOLDERS OF STEALTH MICROWAVE, INC. WHO ARE SIGNATORIES HERETO Dated as of June 10, 2005
Stock Purchase Agreement • June 16th, 2005 • Micronetics Inc • Electronic components, nec • New Jersey

STOCK PURCHASE AGREEMENT, dated as of June 10, 2005 (this “Agreement”), by and among MICRONETICS, INC, a Delaware corporation (the “Buyer”); and the undersigned Stockholders (the “Sellers”) of STEALTH MICROWAVE, INC., a New Jersey corporation (“Stealth”).

TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • June 16th, 2005 • Micronetics Inc • Electronic components, nec • New Hampshire

This Agreement is made as of this 10th day of June, 2005, by and between Micronetics, Inc., a Delaware corporation with an address of 26 Hampshire Drive, Hudson, New Hampshire 03051 (the “Debtor”), and TD Banknorth, N.A., a national banking association, with its principal New Hampshire office at 300 Franklin Street, Manchester, New Hampshire and a mailing address of P.O. Box 600, Manchester, New Hampshire 03105-0600 (the “Secured Party”).

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