Axcelis Technologies Inc Sample Contracts

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To STATE STREET BANK AND TRUST COMPANY, as Trustee INDENTURE Dated as of
Indenture • January 15th, 2002 • Axcelis Technologies Inc • Special industry machinery, nec • New York
1 Exhibit 2.9 PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 15th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec
AXCELIS TECHNOLOGIES, INC. COMMON STOCK
Axcelis Technologies Inc • June 30th, 2000 • Special industry machinery, nec • New York
and
Rights Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 15th, 2002 • Axcelis Technologies Inc • Special industry machinery, nec • New York
WITNESSETH:
Trademark License Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
and
Rights Agreement • June 15th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • New York
1 EXHIBIT 2.6 TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
BETWEEN
Employee Matters Agreement • June 15th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
WITNESSETH:
Master License Agreement • July 7th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec
1 EXHIBIT 2.1 FORM OF MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • June 19th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
REGISTRATION RIGHTS AGREEMENT by and between AXCELIS TECHNOLOGIES, INC., as Issuer, and QUANTUM PARTNERS LDC, as Purchaser Dated as of May 2, 2006
Registration Rights Agreement • May 4th, 2006 • Axcelis Technologies Inc • Special industry machinery, nec • New York

REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2006 by and between Axcelis Technologies, Inc., a Delaware corporation (the “Company”), and Quantum Partners LDC, a Cayman Islands limited duration company (the “Purchaser”), pursuant to the Exchange and Purchase Agreement dated May 2, 2006 (the “Purchase Agreement”), between the Company and the Purchaser. In order to induce the Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

RECITALS
General Assignment and Assumption Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec
EXHIBIT 2.1 MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Master Separation and Distribution Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 7th, 2012 • Axcelis Technologies Inc • Special industry machinery, nec • Massachusetts

AGREEMENT by and between AXCELIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and (the “Executive”), dated as of the day of , 20 .

EXHIBIT 2.5 TAX SHARING AND INDEMNIFICATION AGREEMENT, dated as of June 30, 2000
Sharing and Indemnification Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 8th, 2013 • Axcelis Technologies Inc • Special industry machinery, nec • Delaware

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as the Effective Date between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and AXCELIS TECHNOLOGIES, INC., a Delaware corporation with offices located at 108 Cherry Hill Drive, Beverly, Massachusetts 01915 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

EXHIBIT 2.7 REAL ESTATE MATTERS AGREEMENT
Real Estate Matters Agreement • June 30th, 2000 • Axcelis Technologies Inc • Special industry machinery, nec • Ohio
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Axcelis Technologies, Inc. and , as Trustee
Indenture • November 25th, 2013 • Axcelis Technologies Inc • Special industry machinery, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT Dated as of July 31, 2020 made by AXCELIS TECHNOLOGIES, INC. and the other Grantors referred to herein, in favor of SILICON VALLEY BANK, as Administrative Agent
Guarantee and Collateral Agreement • November 6th, 2020 • Axcelis Technologies Inc • Special industry machinery, nec • New York

This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of July 31, 2020, is made by the signatory hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent and collateral agent (together with its successors, in such capacities, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among AXCELIS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and the Administrative Agent.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 12th, 2010 • Axcelis Technologies Inc • Special industry machinery, nec • Delaware

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and AXCELIS TECHNOLOGIES, INC. and AXCELIS TECHNOLOGIES CCS CORPORATION, each a Delaware corporation with offices located at 108 Cherry Hill Drive, Beverly, Massachusetts 01915 (individually and collectively, jointly and severally “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of April 23, 2008 by and among Borrower and Bank. The parties agree as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 12th, 2008 • Axcelis Technologies Inc • Special industry machinery, nec • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and AXCELIS TECHNOLOGIES, INC. and AXCELIS TECHNOLOGIES CCS CORPORATION, each a Delaware corporation with offices located at 108 Cherry Hill Drive, Beverly, Massachusetts 01915 (individually and collectively, jointly and severally “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Axcelis Technologies, Inc. and [ ], as Trustee INDENTURE Dated as of [ , ]
Axcelis Technologies Inc • August 3rd, 2023 • Special industry machinery, nec • New York
AXCELIS TECHNOLOGIES, INC. EXECUTIVE SEPARATION AGREEMENT
Executive Separation Agreement • August 2nd, 2013 • Axcelis Technologies Inc • Special industry machinery, nec • Massachusetts

THIS EXECUTIVE SEPARATION AGREEMENT, dated as of July 17, 2013, is made by and between Axcelis Technologies, Inc. (hereinafter referred to as the “Company”) and Jay Zager (hereinafter referred to as “Executive”). In consideration of the mutual covenants contained herein, the parties agree as follows:

NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • March 6th, 2015 • Axcelis Technologies Inc • Special industry machinery, nec • Delaware

This Nomination and Standstill Agreement, dated March 5, 2015 (this “Agreement”), is by and among Axcelis Technologies, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Vertex”) (each of the Company and Vertex, a “Party” to this Agreement, and collectively, the “Parties”).

AXCELIS TECHNOLOGIES, INC. EXECUTIVE SEPARATION PAY AGREEMENT
Executive Separation Pay Agreement • March 11th, 2015 • Axcelis Technologies Inc • Special industry machinery, nec • Massachusetts

THIS EXECUTIVE SEPARATION PAY AGREEMENT, dated as of , 2015, is made by and between Axcelis Technologies, Inc. (the “Company”) and (the “Executive”).

AXCELIS TECHNOLOGIES, INC. EXECUTIVE SEPARATION AGREEMENT
Executive Separation Agreement • March 17th, 2008 • Axcelis Technologies Inc • Special industry machinery, nec • Massachusetts

THIS EXECUTIVE SEPARATION AGREEMENT, dated as of October 18, 2007, is made by and between Axcelis Technologies, Inc. (hereinafter referred to as the "Company") and Mark J. Namaroff (hereinafter referred to as "Executive"). In consideration of the mutual covenants contained herein, the parties agree as follows:

SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of July 31, 2020, among AXCELIS TECHNOLOGIES, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and...
Credit Agreement • November 6th, 2020 • Axcelis Technologies Inc • Special industry machinery, nec • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of July 31, 2020, is entered into by and among AXCELIS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Northern Bank & Trust Company letterhead] August 18, 2014
Axcelis Technologies Inc • November 6th, 2014 • Special industry machinery, nec • Massachusetts

Re: Amendment of the Business Loan Agreement, dated as of July 5, 2013, between Axcelis Technologies, Inc., a Delaware corporation (the “Borrower”), and Northern Bank & Trust, a Massachusetts corporation (the “Lender”).

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