AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

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.

WHEREAS, the Parties have agreed to amend the Agreement to provide for various matters set forth herein.

WHEREAS, the Board of Directors of the Company has approved this Amendment pursuant to Section 7.4 of the Agreement.

WHEREAS, the Boards of Directors of Parent and Merger Sub have approved this Amendment pursuant to Section 7.4 of the Agreement.

WHEREAS, simultaneously herewith, Parent and Merger Sub shall execute and deliver to the Company the consent set forth in Exhibit A hereto.

NOW, THEREFORE, in consideration of these premises, the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties hereto agree to amend the Agreement as follows:

1.   Section 1.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a)   Conversion of Company Common Stock . Subject to Sections 1.7(b) , 1.7(d) and 1.7(e) , each issued and outstanding share of common stock, par value $0.01 per share, of the Company (“ Company Common Stock ”) outstanding immediately prior to the Effective Time, other than any Cancelled Shares (to the extent provided in Section 1.7(b) ) and any Dissenting Shares (to the extent provided for in Section 1.7(e) ) shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount equal to $2.53 per share (the “ Merger Consideration ”). All shares of Company Common Stock that have been converted into the right to receive the Merger Consideration as provided in this Section 1.7(a) shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock other than the right to receive the Merger Consideration.

2.   Section 4.1(b)(vii) of the Agreement is hereby amended and restated to read in its entirety as follows:

(vii)   except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries and except for purchases of shares of Company Stock at a price per share less than $2.53 per share, shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares;

3.   Section 4.1(b)(viii) of the Agreement is hereby amended and restated to read in its entirety as follows:

(viii)   shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), other than in the ordinary course of business consistent with past practice and except for (A) any indebtedness for borrowed money among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, (B) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness for borrowed money, so long as the principal amount thereof is not increased and the other terms and conditions thereof are not materially less favorable than the existing terms of such indebtedness (C) guarantees by the Company of indebtedness for borrowed money of Subsidiaries of the Company, which indebtedness is incurred in compliance with this Section 4.1(b), (D)