0000921895-15-000553 Sample Contracts

NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • March 6th, 2015 • Vertex Capital Advisors, LLC • 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”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • March 6th, 2015 • Vertex Capital Advisors, LLC • Special industry machinery, nec

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Axcelis Technologies, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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