0000950134-05-022487 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 1st, 2005 • Therma Wave Inc • Industrial instruments for measurement, display, and control • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of this November 22, 2005, by and between Therma-Wave, Inc., a Delaware corporation (the “Company”), and persons signatory hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • December 1st, 2005 • Therma Wave Inc • Industrial instruments for measurement, display, and control • Delaware

This Stockholders’ Agreement (“Agreement”) is entered into as of November 22, 2005, by and among Therma-Wave, Inc., a Delaware corporation (the “Company”), and the parties set forth on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”).

JOINT FILING AGREEMENT
Exhibit 1 • December 1st, 2005 • Therma Wave Inc • Industrial instruments for measurement, display, and control

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

THERMA-WAVE, INC. PURCHASE AGREEMENT
Purchase Agreement • December 1st, 2005 • Therma Wave Inc • Industrial instruments for measurement, display, and control • Delaware

This Purchase Agreement (this “Agreement”) is made and entered into as of November 18, 2005, by and between Therma-Wave, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

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