0001104659-07-029857 Sample Contracts

FORM OF EXCHANGE AGREEMENT
Exchange Agreement • April 20th, 2007 • Veeco Instruments Inc • Special industry machinery, nec • New York

This letter agreement (the “Exchange Agreement”) sets forth the agreement between the Company and the Holder regarding the terms upon which the Company will exchange the New Notes for the Old Notes. In connection with this exchange, the Company and the Holder hereby agree as follows:

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VEECO INSTRUMENTS INC. AS ISSUER AND U.S. BANK TRUST NATIONAL ASSOCIATION AS TRUSTEE 4.125% Convertible Subordinated Notes due April 15, 2012 FIRST SUPPLEMENTAL INDENTURE Dated as of April 20, 2007
First Supplemental Indenture • April 20th, 2007 • Veeco Instruments Inc • Special industry machinery, nec • New York

FIRST SUPPLEMENTAL INDENTURE dated as of April 20, 2007, by and between Veeco Instruments Inc., a Delaware corporation (the “Company”) and U.S. Bank Trust National Association, as Trustee hereunder (the “Trustee”).

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