0001104659-05-002370 Sample Contracts

PARENT SHAREHOLDER VOTING AGREEMENT

Parent Shareholder Voting Agreement • January 24th, 2005 • August Technology Corp • Optical instruments & lenses • California

• Contract Type
  Parent Shareholder Voting Agreement
• Filed
  January 24th, 2005
• Company
  August Technology Corp
• Industry
  Optical instruments & lenses
• Jurisdiction
  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”).

COMPANY SHAREHOLDER VOTING AGREEMENT

Company Shareholder Voting Agreement • January 24th, 2005 • August Technology Corp • Optical instruments & lenses • Minnesota

• Contract Type
  Company Shareholder Voting Agreement
• Filed
  January 24th, 2005
• Company
  August Technology Corp
• Industry
  Optical instruments & lenses
• Jurisdiction
  Minnesota

THIS COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of January 21, 2005, by and between Nanometrics Incorporated, a California corporation (“Parent”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”) and the undersigned shareholder (the “Shareholder”) of August Technology Corporation, a Minnesota corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Agreement and Plan of Merger and Reorganization • January 24th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

• Contract Type
  Agreement and Plan of Merger and Reorganization
• Filed
  January 24th, 2005
• Company
  August Technology Corp
• Industry
  Optical instruments & lenses
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is entered into as of January 21, 2005 (this “Agreement”) by and among Nanometrics Incorporated, a California corporation (“Parent”), Major League Merger Corporation, a Minnesota corporation and a 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”).