Common use of Consent of Spouse Clause in Contracts

Consent of Spouse. If the Consultant is married as of the date of this Agreement, the Consultant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant marries or remarries subsequent to the date hereof, the Consultant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) to which this Consent is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Shares shall be similarly bound by the Agreement. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of ________________, 200__. Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. If the Consultant Employee is married as of the date of this Agreement, the ConsultantEmployee’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant Employee marries or remarries subsequent to the date hereof, the Consultant Employee shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED INCENTIVE STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Incentive Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Incentive Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Incentive Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to o to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant Employee (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED INCENTIVE STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Incentive Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Incentive Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above above, is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant Employee (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Incentive Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) to which this Consent is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Shares shall be similarly bound by the Agreement. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of ________________, 200__. Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. If the Consultant is married as of the date of this Agreement, the Consultant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant marries or remarries subsequent to the date hereof, the Consultant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement dated as of _______________, 200__ attached STOCKHOLDERS AGREEMENT (the “Agreement”) that has been executed by my spouse. I represent and acknowledge that I have been advised to which retain counsel in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is attached not intended as Exhibit B a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I know its contents. Capitalized terms used and not defined herein shall will have the meanings assigned no legal or equitable right to retain all or any portion of such terms stock other than as set forth in the Agreement. I am aware that by its provisions further agree to perform any acts or execute any documents or instruments necessary in the Shares granted reasonable judgment of any party hereto to my spouse pursuant effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement are subject with respect to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering any Stockholder Shares of the Company’s securities. I hereby agree that my interest, if any, spouse may join in the Shares subject to any future amendment or modification of the Agreement shall be irrevocably bound by the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further understand and agree that any community property interest which I may have in the Stockholder Shares shall will be similarly bound by subject to the provisions of the Agreement, as the same may be amended or modified. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of ________________, 200__. Signed____________________________________ Printed Name ____________________________________Dated: Name:

Consent of Spouse. If the Consultant Holder is married as of the date of this Agreement, the Consultant’s Holder's spouse shall execute a Consent of Spouse in the form of Exhibit B A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant Holder marries or remarries subsequent to the date hereof, the Consultant Holder shall, not later than 60 days thereafter, obtain his or her the new spouse’s 's acknowledgement of and consent to the existence and binding effect of Section 12 of all restrictions contained in this Agreement by such spouse’s 's executing and delivering a Consent of Spouse in the form of Exhibit B. A. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form To Annex 1, Version 3 for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified 1999 Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement RESTRICTED STOCK PURCHASE AGREEMENT dated as of _______________, 200____ (the “"Agreement”") to which this Consent is attached as Exhibit B A and that I know its contents. Capitalized terms used and not defined herein shall have the meanings meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture and a limitation on resale Lapsing Repurchase Right in the event favor of an initial public offering of securities of NEXX SYSTEMS, INC. Time Warner Inc. (the “"Company”") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securitiesor a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions and the Lapsing Repurchase Right described in the Agreement and I hereby consent to the repurchase of the Restricted Shares by the Company and the sale of the Restricted Shares by my spouse or my spouse's legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of __________, ______, 200__. Signed____________________________________ ---------------------- Signature ---------------------- Printed Name ____________________________________name

Consent of Spouse. If the Consultant Participant is married as of the date of this Agreement, the Consultant’s Participant's spouse shall execute a Consent of Spouse in the form of Exhibit B A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant Participant marries or remarries subsequent to the date hereof, the Consultant Participant shall, not later than 60 days thereafter, obtain his or her the new spouse’s 's acknowledgement of and consent to the existence and binding effect of Section 12 of all restrictions contained in this Agreement by such spouse’s 's executing and delivering a Consent of Spouse in the form of Exhibit B. A. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement RESTRICTED STOCK AGREEMENT dated as of _______________, 200____ (the “"Agreement”") to which this Consent is attached as Exhibit B A and that I know its contents. Capitalized terms used and not defined herein shall have the meanings meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale forfeiture in the event favor of an initial public offering of securities of NEXX SYSTEMS, INC. Time Warner Inc. (the “"Company”") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securitiesor a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions described in the Agreement and I hereby consent to the forfeiture of the Restricted Shares to the Company in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of __________, ______, 200__. Signed____________________________________ ---------------------- Signature ---------------------- Printed Name ____________________________________name

Consent of Spouse. If the Consultant is married as of the date of this Agreement, the Consultant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant marries or remarries subsequent to the date hereof, the Consultant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement dated attached STOCKHOLDERS AGREEMENT (as of _______________amended, 200__ (modified, supplemented or restated from time to time, the “Agreement”) that has been executed by my spouse. I represent and acknowledge that I have been advised to which retain counsel in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholders as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is attached not intended as Exhibit B a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I know its contents. Capitalized terms used and not defined herein shall will have the meanings assigned no legal or equitable right to retain all or any portion of such terms stock other than as set forth in the Agreement. I am aware that by its provisions further agree to perform any acts or execute any documents or instruments necessary in the Shares granted reasonable judgment of any party hereto to my spouse pursuant effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement are subject with respect to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering any Stockholder Shares of the Company’s securities. I hereby agree that my interest, if any, spouse may join in the Shares subject to any future amendment or modification of the Agreement shall be irrevocably bound by the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further understand and agree that any community property interest which I may have in the Stockholder Shares shall will be similarly bound by subject to the provisions of the Agreement, as the same may be amended or modified. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of ________________, 200__. Signed____________________________________ Printed Name ____________________________________Dated:

Consent of Spouse. If the Consultant Director is married as of the date of this Agreement, the ConsultantDirector’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant Director marries or remarries subsequent to the date hereof, the Consultant Director shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Director Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to o to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant Director (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant Director (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) to which this Consent is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Shares shall be similarly bound by the Agreement. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of ________________, 200__. Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. If the Consultant Holder is married as of the date of this Agreement, the Consultant’s Holder's spouse shall execute a Consent of Spouse in the form of Exhibit B A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant Holder marries or remarries subsequent to the date hereof, the Consultant Holder shall, not later than 60 days thereafter, obtain his or her the new spouse’s 's acknowledgement of and consent to the existence and binding effect of Section 12 of all restrictions contained in this Agreement by such spouse’s 's executing and delivering a Consent of Spouse in the form of Exhibit B. A. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the Non-Qualified Stock Option Agreement RESTRICTED SHARES AGREEMENT dated as of _______________, 200____ (the “"Agreement”") to which this Consent is attached as Exhibit B A and that I know its contents. Capitalized terms used and not defined herein shall have the meanings meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale forfeiture in the event favor of an initial public offering of securities of NEXX SYSTEMS, INC. Time Warner Inc. (the “"Company”") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securitiesor a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions described in the Agreement and I hereby consent to the forfeiture of the Restricted Shares to the Company in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the _______ day of __________, ______, 200__. Signed____________________________________ ---------------------- Signature ---------------------- Printed Name ____________________________________name

Consent of Spouse. If the Consultant is married as I, , spouse of the date of this Agreement, the Consultant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant marries or remarries subsequent to the date hereof, the Consultant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “CompanyShareholder”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read and hereby approve the Non-Qualified Stock Option foregoing Voting Agreement dated as of _______________, 200__ (the “Agreement”) ). In consideration of the benefits to which this Consent Shareholder is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in entitled under the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property or other such interest I may have in the Shares shall be similarly bound by the Agreement. I AM AWARE THAT THE LEGALhereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Spouse of Shareholder EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of U & I Financial Corp., FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated a Washington corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Xxxxx X. Xxx and Xxxx Xxx, President and Secretary, respectively, of Hope Bancorp, Inc., a Delaware corporation (“Buyer”), and each of them, the attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the extent set forth below, to exercise all voting and other rights with respect to (a) the shares of common stock of the Company owned (of record or beneficially) by the undersigned as of the _______ day date of ________________this proxy, 200__which shares are specified on the final page of this proxy, and (b) any and all other shares of common stock of the Company that the undersigned may acquire (of record or beneficially) after the date hereof (all such shares described in clause (a) or (b) being collectively referred to herein as the “Shares”). Signed____________________________________ Printed Name ____________________________________Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and no subsequent proxies will be given with respect to any of the Shares. This proxy is granted as a material inducement to, and in consideration of, Buyer’s willingness to enter into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, between Buyer and the Company, which provides for the merger of the Company with and into Buyer (the “Merger”) and the merger of UniBank, a Washington state-chartered bank and wholly-owned subsidiary of the Company (“Company Bank”), with and into Bank of Hope, a California state-chartered bank and wholly-owned subsidiary of Buyer (“Buyer Bank”). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement (the “Voting Agreement”), dated as of the date hereof, between Buyer and the undersigned. Capitalized terms used in this proxy that are not otherwise defined shall have the meanings ascribed thereto in the Voting Agreement. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Date at any meeting of the Company’s shareholders, however called, and in any action by consent of the Company’s shareholders in lieu of a meeting: