AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLURIS INC. SEQUOIA ACQUISITION CORP., NANOMETRICS INCORPORATED, THE STOCKHOLDERS PARTY HERETO, AND WITH RESPECT TO CERTAIN PORTIONS ONLY ALAIN G. BOJARSKI, AS REPRESENTATIVE OF THE SECURITY HOLDERS OF...Agreement and Plan of Merger • March 16th, 2006 • Nanometrics Inc • Measuring & controlling devices, nec • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 15, 2006 by and among Nanometrics Incorporated, a California corporation (“Parent”), Sequoia Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Soluris Inc., a Massachusetts corporation (the “Company”), each of the Stockholders of Sequoia whose names appear on the signature pages hereto (the “Stockholders”), with respect to 1.6(c), Article VII and Article IX hereof only, Alain G. Bojarski as representative of the Company Holders (as defined in Section 1.6) (the “Representative”), and U.S. Bank National Association, as escrow agent (the “Escrow Agent”).
