Common use of Advice of Separate Counsel Clause in Contracts

Advice of Separate Counsel. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions and Non-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMS, INC. ___________________________ By:______________________________ Xxxx X. Xxxxxx Xxxxxx X. Xxxxx, President & CEO Dated: ______________ Dated: ________________

Advice of Separate Counsel. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. the Company or its counsel to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information Invention, Confidentiality and Inventions Noncompete Agreement and Non-Competition Incentive Stock Option Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: NEXX SYSTEMSEGENERA, INC. ___________________________ By:______________________________ Xxxx X. Xxxxxx /s/ Xxxxxx X. XxxxxXxxxxxx By: /s/ Xxxxxxx Xxxxx ----------------------------- -------------------------------- Xxxxxxx Xxxxx \ EXHIBIT A EMPLOYMENT TERM, President & CEO Dated: ______________ Dated: ________________COMPENSATION AND BENEFITS OF XXXXXX XXXXXXX

Advice of Separate Counsel. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Non-Competition AgreementStock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ /s/ Avisxxx Xxxx By:______________________________ : /s/ Richxxx X. Xxxt ---------------------------------- ---------------------------------- Dr.Axxxxxx Xxxx Dr. Xxxxxxx X. Xxxxxx Xxxxxx X. XxxxxXxxt, President & CEO Dated: ______________ Dated: ________________EXHIBIT A EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF DR. XXXXXXX XXXX

Advice of Separate Counsel. You acknowledge The Company has requested that the law firm of O'Connor, Broude & Aronson prepare this document on behalf of thx Xxxxxxy. Xxx acknxxxxxxx that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) MintzO'Connor, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Broude & Aronson to represent you in this matter. [THXX XXXXE IS INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions and Non-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ By:______________________________ Xxxx X. Xxxxxx Xxxxxx X. Xxxxx: -------------------------------- ---------------------------------- Michael DeLuca Dr. Richard S. Post, President & CEO Dated: ______________ Dated: ________________Prexxxxxx EXHIBIT A EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF MICHAEL DeLUCA

Advice of Separate Counsel. The Company has requested that the law firm of X'Xxxxxx, Xxxxxx & Xxxxxxx prepare this document on behalf of the Company. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) MintzX'Xxxxxx, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Broude & Xxxxxxx to represent you in this matter. [THIS SPACE IS INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions and Non-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ By:______________________________ Xxxx : ----------------------------- ------------------------------------ Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxx Xx. Xxxxxxx X. XxxxxPost, President & CEO Dated: ______________ Dated: ________________EXHIBIT A EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXX X. XXXXXXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Non-Competition AgreementStock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ /s/ Xxxx Xxxxxx Xxxx By:______________________________ : /s/ Xx. Xxxxxxx X. Post ------------------------------ -------------------------- (Xxxx Xxxxxx Xxxx) Xx. Xxxxxxx X. Post, Chief Executive Officer EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF Xxxx Xxxxxx Xxxxxx X. Xxxxx, President & CEO Dated: ______________ Dated: ________________Xxxx

Advice of Separate Counsel. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions and Non-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). ACCEPTED AND AGREED: NEXX SYSTEMS, INC. ___________________________ By:______________________________ Xxxx X. Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxx, President & CEO Dated: ________________ Dated: __________________

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, CohnXxxx., FerrisXxxxxx, Glovsky Xxxxxxx and PopeoXxxx, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Non-Competition AgreementStock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ By:______________________________ : ----------------------------------- ----------------------------------- Xxxxxxx Xxxx Xx. Xxxxxxx X. Xxxxxx Xxxxxx X. XxxxxPost, President & CEO Dated: ______________ Dated: ________________EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXX

Advice of Separate Counsel. You acknowledge that you have been advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Non-Competition AgreementStock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: NEXX SYSTEMSAPPLIED SCIENCE AND TECHNOLOGY, INC. ___________________________ By:______________________________ Xxxx /s/ JILL XXXXXXX By:/s/ RICHXXX X. Xxxxxx Xxxxxx XXXT --------------------------- ------------------------------------ Jill Xxxxxxx Dr. Xxxxxxx X. XxxxxXxxt, President & CEO Dated: ______________ Dated: ________________EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF JILL XXXXXXX