0001178913-07-000950 Sample Contracts

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT among NOVA MEASURING INSTRUMENTS LTD. (“Buyer”) and HYPERNEX, INC. (the “Corporation”) and THE PERSONS LISTED ON SCHEDULE 4(a) (the “Stockholders”) dated August 8, 2006
Asset Purchase Agreement • May 11th, 2007 • Nova Measuring Instruments LTD • Optical instruments & lenses • Pennsylvania

This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”), made this 8th day of August, 2006 (the “Execution Date”), by and among Nova Measuring Instruments Ltd., a company organized and existing under the laws of the State of Israel (“Buyer”), HyperNex, Inc. a company organized and existing under the laws of the State of Delaware (the “Corporation”) and the Persons (as hereinafter defined) listed in Schedule 4(a) (each individually, a “Stockholder” and together the “Stockholders”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 11th, 2007 • Nova Measuring Instruments LTD • Optical instruments & lenses

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of February 28, 2007 (the “Effective Date”), by and between Nova Measuring Instruments Ltd., an Israeli company (“Nova” or the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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