August Technology Corp Sample Contracts

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WITNESSETH:
Lease Agreement • March 17th, 2000 • August Technology Corp • Minnesota
PARTIES:
Executive Employment Agreement • March 17th, 2000 • August Technology Corp • Minnesota
INITIAL TERM:
Lease Agreement • March 15th, 2002 • August Technology Corp • Optical instruments & lenses
PARTIES:
Executive Employment Agreement • March 16th, 2001 • August Technology Corp • Optical instruments & lenses • Minnesota
TO PURCHASE 6,250 SHARES OF COMMON STOCK OF
Stock Purchase Warrant • March 17th, 2000 • August Technology Corp
EXHIBIT 10.2 PURCHASE AGREEMENT DATED MAY 23, 2002
Purchase Agreement • November 13th, 2002 • August Technology Corp • Optical instruments & lenses • Delaware
AUGUST TECHNOLOGY CORPORATION and WELLS FARGO BANK, N.A. Rights Agreement Dated as of June 27, 2005
Rights Agreement • June 30th, 2005 • August Technology Corp • Optical instruments & lenses • Minnesota

Agreement, dated as of June 27, 2005, between August Technology Corporation, a Minnesota corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

SHARES (*)
Underwriting Agreement • March 17th, 2000 • August Technology Corp • New York
OEM AGREEMENT BETWEEN AUGUST TECHNOLOGY AND SANTOK SOFTWARE SOLUTIONS INC.
Oem Agreement • March 17th, 2000 • August Technology Corp • Massachusetts
3,268,250 Shares* AUGUST TECHNOLOGY CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 28th, 2003 • August Technology Corp • Optical instruments & lenses • New York

NEEDHAM & COMPANY, INC. ADAMS, HARKNESS & HILL, INC. A.G. EDWARDS & SONS, INC. RBC DAIN RAUSCHER INC. c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2005 • August Technology Corp • Optical instruments & lenses • Minnesota

This Agreement is entered into by and between August Technology Corporation (“August Technology ” or the “Company”), a Minnesota corporation, with its principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435, and Lynn Davis of 6405 Harold Woods Lane, Edina, MN 55436 (“Employee”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 7th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 27, 2005 (this “Agreement”) by and among Rudolph Technologies, Inc., a Delaware corporation (“Parent”), NS Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and August Technology Corporation, a Minnesota corporation (the “Company”).

PARENT SHAREHOLDER VOTING AGREEMENT
Shareholder Agreement • January 24th, 2005 • August Technology Corp • Optical instruments & lenses • California

This PARENT SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of January 21, 2005, by and between August Technology Corporation, a Minnesota corporation (the “Company”), and the undersigned shareholder (the “Shareholder”) of Nanometrics Incorporated, a California corporation (“Parent”).

FIRST AMENDMENT TO SETTLEMENT AND PURCHASE AGREEMENT
Settlement and Purchase Agreement • August 27th, 2003 • August Technology Corp • Optical instruments & lenses

THIS AMENDMENT is dated March 19, 2003 and amends the SETTLEMENT AND PURCHASE AGREEMENT dated as of February 26, 2003, by and among August Technology Corporation, a Minnesota corporation (“August”), Semiconductor Technologies & Instruments, Inc., a Delaware corporation (“STI”) and ASTI Holdings Limited, a company incorporated in Singapore (“ASTIHL”).

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FIRST LEASE AMENDMENT
Lease Amendment • March 4th, 2003 • August Technology Corp • Optical instruments & lenses

THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 12th day of March, 1999 by and between DUKE REALTY MINNESOTA, LLC, a Minnesota limited liability company ("Landlord") and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation ("Tenant").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2005 • August Technology Corp • Optical instruments & lenses
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Termination Agreement • March 4th, 2003 • August Technology Corp • Optical instruments & lenses

As we have been discussing, please find listed below our agreement for the termination of our distribution agreement with Metron Technology for SouthEast Asia and PRC. If you agree to the below listed terms, please counter sign your acceptance.

SECURITY AGREEMENT
Security Agreement • March 4th, 2003 • August Technology Corp • Optical instruments & lenses • Minnesota

THIS SECURITY AGREEMENT (the "Security Agreement") is effective as of May 6, 2002, by and between EXCELERATE TECHNOLOGIES, LLC, a Massachusetts limited liability company with a principal place of business at 70 Walnut Street, Wellesley, Massachusetts ("Debtor"), and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation with a principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435 (the "Secured Party").

LEASE AGREEMENT
Lease Agreement • August 20th, 2003 • August Technology Corp • Optical instruments & lenses • Texas

This Lease Agreement (this "Lease") is entered into on this the 3rd day of March, 2003 by and between 190/STI, L.P., a Texas general partnership ("Landlord"), and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation ("Tenant").

PARENT STOCKHOLDER VOTING AGREEMENT
Parent Stockholder Voting Agreement • July 7th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

This PARENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of June 27, 2005, by and between August Technology Corporation, a Minnesota corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Rudolph Technologies, Inc., a Delaware corporation (“Parent”).

SECURITY AGREEMENT
Security Agreement • March 4th, 2003 • August Technology Corp • Optical instruments & lenses • Minnesota

August Technology Corporation 4900 West 78th Street Bloomington, MN 55435 Taxpayer Number: 41-1729485 Organizational Charter Number: 7N-863 ("Debtor")

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 9th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger, dated as of June 27, 2005, by and among RUDOLPH TECHNOLOGIES, INC., a Delaware corporation, (“Parent”), NS MERGER SUB, INC., a Minnesota corporation (“Merger Sub”) and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation (the “Company”), (together with all exhibits, schedules and attachments thereto, the “Merger Agreement”), is made as of this 8th day of December 2005, by and among Parent, Merger Sub and the Company.

FIRST AMENDMENT TO SETTLEMENT AND PURCHASE AGREEMENT
Settlement and Purchase Agreement • April 30th, 2003 • August Technology Corp • Optical instruments & lenses

THIS AMENDMENT is dated March 19, 2003 and amends the SETTLEMENT AND PURCHASE AGREEMENT dated as of February 26, 2003, by and among August Technology Corporation, a Minnesota corporation (“August”), Semiconductor Technologies & Instruments, Inc., a Delaware corporation (“STI”) and ASTI Holdings Limited, a company incorporated in Singapore (“ASTIHL”).

FINANCING AGREEMENT
Financing Agreement • May 9th, 2003 • August Technology Corp • Optical instruments & lenses • Minnesota

THIS FINANCING AGREEMENT (the “Financing Agreement”) is effective as of May 6, 2002, by and between EXCELERATE TECHNOLOGIES, LLC, a Massachusetts limited liability company with a principal place of business at 70 Walnut Street, Wellesley, Massachusetts (“Excelerate”), and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation with a principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435 (“August Technology”).

MERGER TERMINATION AGREEMENT
Merger Termination Agreement • June 30th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

This Merger Termination Agreement (this “Agreement”) is entered into as of June 27, 2005 by and among Nanometrics Incorporated, a California corporation (“Parent”), Major League Merger Corporation, a Minnesota corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”) and August Technology Corporation, a Minnesota corporation (the “Company”).

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 20th, 2003 • August Technology Corp • Optical instruments & lenses

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this "Fourth Amendment") is made as of the 28th day of February, 2003 by and between WEST 78th STREET BLOOMINGTON ASSOCIATES, LLC ("Landlord") and AUGUST TECHNOLOGY CORPORATION ("Tenant").

Minneapolis, Minnesota Date: November 4, 1999 For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to...
Guaranty • March 17th, 2000 • August Technology Corp

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to be given or continued at any time and from time to time by Marquette Capital Bank, NA. (hereinafter called the "Bank") to or for the account of August Technology Corporation (hereinafter called the "Borrower"), the undersigned guarantor (called the "Guarantor") absolutely and unconditionally guarantees to the Bank the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of the following (called the "Indebtedness"):

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