0001104659-05-031556 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Merger Agreement • July 7th, 2005 • August Technology Corp • Optical instruments & lenses • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 7th, 2005
• Company
  August Technology Corp
• Industry
  Optical instruments & lenses
• Jurisdiction
  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 STOCKHOLDER VOTING AGREEMENT

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

• Contract Type
  Parent Stockholder Voting Agreement
• Filed
  July 7th, 2005
• Company
  August Technology Corp
• Industry
  Optical instruments & lenses
• Jurisdiction
  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”).