Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. (a) Veeco has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco of this Agreement, the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Axcelis has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its their obligations under this Agreement and, subject to the receipt of the Veeco Axcelis Stockholder ApprovalApproval and to the adoption of this Agreement by Axcelis as the sole stockholder of Merger Sub, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Axcelis of this Agreement, the performance and compliance by Veeco Axcelis with each of its obligations herein and the consummation by Veeco Axcelis of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoAxcelis, subject to the receipt of the Veeco Axcelis Stockholder ApprovalApproval and to the adoption of this Agreement by Axcelis as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Veeco Axcelis and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco A▇▇▇▇▇▇ of the TransactionsTransactions to which it is a party. Veeco Axcelis has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub Veeco of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Axcelis Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, including the Axcelis Share Issuance, the Merger and the other Transactions Transactions, are fair to, and in the best interests of, Veeco Axcelis and its stockholders, (iii) directing that this Agreement Axcelis Share Issuance be submitted to the stockholders of Veeco Axcelis for approval and adoption, (iv) recommending that its stockholders adopt this Agreement vote in favor of the approval of the Axcelis Share Issuance and (v) declaring that this Agreement is advisable (the “Veeco Axcelis Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.213.21, to the Knowledge of VeecoAxcelis, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Axcelis necessary to approve the Transactions is the adoption approval of this Agreement the Axcelis Share Issuance by the holders of a majority of the shares of Veeco Axcelis Common Stock outstanding and entitled to vote thereon at the Veeco Axcelis Stockholders Meeting (the “Veeco Axcelis Stockholder Approval”). No other vote of the holders of Veeco Axcelis Common Stock or any other Equity Interests of Veeco Axcelis is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein herein, and the consummation by Veeco it of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis P▇▇▇▇▇ and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions Merger, are advisable, fair to, to and in the best interests of, Veeco of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of Veeco the Company for approval and its adoption, and (iv) recommending that its the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Board Recommendation”). (c) Assuming Subject to the accuracy of Section 4.7, the representations and warranties Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 4.21203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, to including the Merger. To the Knowledge of Veecothe Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock voting power represented by the Shares that are outstanding and entitled to vote thereon at the Veeco Stockholders Company Meeting (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco GSM has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder GSM Shareholder Approval, to consummate the TransactionsTransactions applicable to it. The execution and delivery by Veeco GSM of this Agreement, the performance and compliance by Veeco GSM with each of its obligations herein and the consummation by Veeco GSM of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of VeecoGSM, subject to receipt of the Veeco Stockholder GSM Shareholder Approval, and no other corporate proceedings on the part of Veeco GSM and no other stockholder shareholder votes are necessary to authorize this Agreement or the consummation by Veeco GSM of the TransactionsTransactions to which it is a party. Veeco GSM has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub the other parties of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco GSM Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco GSM and its stockholdersshareholders, (iii) declaring that this Agreement is advisable, (iv) directing that this Agreement be submitted to the stockholders shareholders of Veeco GSM for approval adoption and adoption, (ivv) recommending that its stockholders shareholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco GSM Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to To the Knowledge of VeecoGSM, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of GSM Common Stock or other Equity Interests of Veeco GSM necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco GSM Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders GSM Shareholders Meeting (the “Veeco Stockholder GSM Shareholder Approval”). No other vote of the holders of Veeco GSM Common Stock or any other Equity Interests of Veeco GSM is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute execute, deliver and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, and to consummate the Transactions. The execution execution, delivery and delivery performance by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate and stockholder action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation Approval required by Veeco of the Transactionsapplicable Law. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, except as that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ creditor's rights generallygenerally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). Subject to the applicability of Section 253 of the DGCL, by general equitable principles or by the discretion affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting as a single class (the "Company Stockholder Approval") is the only vote of any Governmental Entity before which any Proceeding seeking enforcement may be broughtclass or series of the Company's capital stock required to approve the Merger and adopt this Agreement. (b) The Veeco Company Board has duly adopted resolutions, in each case by a unanimous vote of all members of the Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting approving and approving declaring the advisability of this Agreement Agreement, the Offer, the Merger and the consummation other Transactions in accordance with the applicable provisions of the Transactions upon the terms and subject to the conditions set forth in this AgreementDGCL, (ii) determining that the terms of this Agreementthe Offer, the Merger and the other Transactions are fair to, to and in the best interests of, Veeco of the Company and its stockholders, stockholders and (iii) directing recommending that this Agreement be submitted the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the stockholders of Veeco for Offer and, if approval is required by applicable Law, approve and adoption, (iv) recommending that its stockholders adopt this Agreement and the Merger. Such resolutions are sufficient to render inapplicable to Parent, Sub and USX Corporation, a Delaware corporation of which Parent is a wholly owned subsidiary (v) declaring that "USX"), and this Agreement is advisable (Agreement, the “Veeco Recommendation”). (c) Assuming Offer, the accuracy Merger and the other Transactions the provisions of Section 203 of the representations and warranties in Section 4.21, DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies Company with respect to this Agreement, the Offer, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the TransactionsTransaction.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Descartes and its Subsidiaries party to any Acquisition Document has all necessary requisite power and authority to execute and deliver this Agreement, Agreement and each other Acquisition Document to perform which it is a party and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the TransactionsAcquisitions and the other transactions contemplated hereby and thereby. The execution and delivery by Veeco Descartes and/or its Subsidiaries of this AgreementAgreement and each other Acquisition Document to which it is a party, the performance by Descartes and compliance by Veeco with each its Subsidiaries of its their obligations herein hereunder and thereunder and the consummation by Veeco Descartes and its Subsidiaries of the Transactions Acquisitions and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, Descartes and no its Subsidiaries. No other corporate proceedings on the part of Veeco Descartes or its Subsidiaries (and no other stockholder votes action on the part of any stockholders, members, partners or equityholders of Descartes and its Subsidiaries) are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement or and the Acquisition Documents and the consummation by Veeco of the Transactionstransactions contemplated hereby or thereby. Veeco Descartes has duly and validly executed and delivered this Agreement andand at the Closing Descartes, as applicable, and its applicable Subsidiaries will have executed and delivered each other Acquisition Document to which it is a party, and assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementeach other party thereto, this Agreement constitutes and each other Acquisition Document to which it is a party will constitute its legal, valid and binding obligationobligations, enforceable against it Descartes and/or its Subsidiaries, as applicable, in accordance with its their respective terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)General Enforceability Exceptions. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of AmSurg and New Amethyst has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder ApprovalAmSurg Shareholder Approval and the approval of AmSurg, as sole stockholder of New Amethyst, to consummate the TransactionsTransactions applicable to it. The execution and delivery by Veeco each of AmSurg and New Amethyst of this Agreement, the performance and compliance by Veeco AmSurg and New Amethyst with each of its obligations herein and the consummation by Veeco AmSurg and New Amethyst of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of VeecoAmSurg and New Amethyst, subject to receipt of the Veeco Stockholder ApprovalAmSurg Shareholder Approval and the adoption of this agreement by AmSurg in its capacity as the sole stockholder of New Amethyst, and no other corporate proceedings on the part of Veeco AmSurg or New Amethyst and no other stockholder shareholder votes are necessary to authorize this Agreement or the consummation by Veeco AmSurg and New Amethyst of the TransactionsTransactions to which it is a party. Veeco Each of AmSurg and New Amethyst has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub Holdings of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of AmSurg (the “AmSurg Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this the Agreement, the Merger Mergers and the other Transactions are fair to, and in the best interests of, Veeco AmSurg and its stockholdersshareholders, (iii) directing that this Agreement be submitted to the stockholders shareholders of Veeco AmSurg for approval and adoptionapproval, (iv) recommending that its stockholders adopt the shareholders of AmSurg approve this Agreement and (v) declaring that this Agreement is advisable (the “Veeco AmSurg Recommendation”). (c) The New Amethyst Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement, the Mergers and the other Transactions are fair to, and in the best interests of, New Amethyst and its sole stockholder, (iii) directing that this Agreement and the New Amethyst Share Issuance be submitted to the sole stockholder of New Amethyst for approval, (iv) recommending that AmSurg, in its capacity as sole stockholder of New Amethyst, approve this Agreement and the New Amethyst Share Issuance and (v) declaring that this Agreement, the New Amethyst Share Issuance and the Amended and Restated New Amethyst Charter are advisable. (d) Assuming the accuracy of the representations and warranties in Section 4.214.20, to the Knowledge of VeecoAmSurg, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of AmSurg Common Stock or other Equity Interests of Veeco AmSurg necessary to approve the Transactions adopt this Agreement is the adoption approval of this Agreement by the holders of a majority of the shares of Veeco AmSurg Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders AmSurg Shareholders Meeting (together, the “Veeco Stockholder AmSurg Shareholder Approval”). No other vote of the holders of Veeco AmSurg Common Stock or any other Equity Interests of Veeco AmSurg is necessary to consummate the Transactions. The only vote of holders of any class or series of New Amethyst Common Stock or other Equity Interests of New Amethyst necessary to adopt this Agreement is the approval of this Agreement and the New Amethyst Share Issuance by AmSurg, in its capacity as sole stockholder of New Amethyst, as set forth in Section 3.3(c). No other vote of the sole stockholder of New Amethyst is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms of this Agreement, subject, in the case of the consummation of the Merger to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate Approval (as defined in Section 3.04(c)) and the Transactionsfiling of the Certificate of Merger as required by the DGCL. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, Company and no other corporate proceedings on the part of Veeco and no other stockholder votes the Company are necessary to authorize approve this Agreement or to consummate the Transactions, subject, in the case of the consummation by Veeco of the TransactionsMerger, to receipt of the Company Stockholder Approval and the filing of the Certificate of Merger as required by the DGCL. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery hereof by Axcelis and Merger Sub of this AgreementAcquirer, this Agreement constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms, except as limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, by and to general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity principles. (b) The Veeco BoardSpecial Committee, at a meeting duly called and held, unanimously duly adopted unanimous resolutions (except for one i) determining that the terms and conditions of the Merger and the other Transactions are fair to, and in the best interest of, the Company’s stockholders, (1ii) director recusing himselfapproving this Agreement, (iii) recommending that the Board of Directors of the Company approve this Agreement, and (iv) recommending that the Board of Directors of the Company resolve to recommend that the Company’s stockholders approve and adopt this Agreement and approve the Merger. (c) The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its the Company’s stockholders, (ii) approving this Agreement, and (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its the Company’s stockholders approve and adopt this Agreement and (v) declaring that this Agreement is advisable (approve the “Veeco Recommendation”). (c) Assuming Merger. Such resolutions and the accuracy previous actions taken by the Company Board are sufficient to render inapplicable the provisions of Section 203 of the representations DGCL to (A) this Agreement, (B) the Merger and warranties in Section 4.21, (C) the other Transactions. No other state takeover statute or similar statute or regulation applies or purports to apply to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies Company with respect to this Agreement, the Merger or the any other Transactions. Transaction. (d) The only vote of holders of any class or series of Equity Interests of Veeco Company Capital Stock necessary to approve and adopt this Agreement, approve the Transactions Merger and consummate the Merger is the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the shares of Veeco outstanding Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Company Stockholder Approval”). No other The affirmative vote of the holders of Veeco Common Stock Company Capital Stock, or any other Equity Interests of Veeco them, is not necessary to consummate any Transaction other than the TransactionsMerger.

Authority; Execution and Delivery; Enforceability. (a) Veeco Holdings has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Holdings Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Holdings of this Agreement, the performance and compliance by Veeco Holdings with each of its obligations herein and the consummation by Veeco Holdings of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoHoldings, subject to the receipt of the Veeco Holdings Stockholder Approval, and no other corporate proceedings on the part of Veeco Holdings and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Holdings of the Transactions. Veeco Holdings has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis AmSurg and Merger Sub New Amethyst of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Holdings (the “Holdings Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Agreement and the other Transactions are fair to, and in the best interests of, Veeco Holdings and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco Holdings for approval and adoption, (iv) recommending that its the stockholders adopt of Holdings approve this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Holdings Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to To the Knowledge of VeecoHoldings, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of Holdings Common Stock or other Equity Interests of Veeco Holdings necessary to adopt this Agreement and approve the Mergers and the other Transactions is the adoption approval of this Agreement by the holders of a majority of the shares of Veeco Holdings Common Stock outstanding and entitled to vote thereon at the Veeco Holdings Stockholders Meeting (the “Veeco Holdings Stockholder Approval”). No other vote of the holders of Veeco Holdings Common Stock or any other Equity Interests of Veeco Holdings is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco 3.3.1 The Company has all necessary power and authority to execute and deliver this AgreementAgreement and each other agreement contemplated hereby to which it is or, pursuant to the terms hereof, will be a party, to perform and comply with each of its obligations under this Agreement and such other agreements and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this AgreementAgreement and such other agreements, the performance and compliance by Veeco the Company with each of its obligations herein and therein, and the consummation by Veeco it of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly 89887722_19 150326672.16 executed and delivered this Agreement and each other agreement contemplated hereby to which it is a party and, assuming the due authorization, execution and delivery by Axcelis Parent and Merger Sub of this AgreementAgreement and such other agreements, this Agreement constitutes its and such other agreements each constitute a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) 3.3.2 The Veeco Company Board, at a meeting duly called and heldheld at which all members of the Company Board were present, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions Merger, are advisable, fair to, to and in the best interests of, Veeco of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of Veeco the Company for approval and its adoption, and (ivv) recommending that its the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Board Recommendation”), (vi) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Merger, this Agreement, the other agreements contemplated hereby, and the Transactions, and (vii) electing that the Merger not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may be applicable to this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming 3.3.3 Subject to the accuracy of Section 4.8, the representations and warranties Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 4.21203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, to including the Merger or the other Transactions. To the Knowledge of Veecothe Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock voting power represented by the Shares that are outstanding and entitled to vote thereon at the Veeco Stockholders Company Meeting (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of DENTSPLY and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder DENTSPLY Shareholder Approval, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco each of DENTSPLY and Merger Sub of this Agreement, the performance and compliance by Veeco DENTSPLY and Merger Sub with each of its obligations herein and the consummation by Veeco DENTSPLY and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoDENTSPLY and Merger Sub, subject to the receipt of the Veeco Stockholder ApprovalDENTSPLY Shareholder Approval and to the adoption of this Agreement by DENTSPLY as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Veeco DENTSPLY and Merger Sub and no other stockholder shareholder votes are necessary to authorize this Agreement or the consummation by Veeco DENTSPLY and Merger Sub of the TransactionsTransactions to which it is a party. Veeco Each of DENTSPLY and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub Sirona of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of DENTSPLY (the “DENTSPLY Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Agreement and the other Transactions are fair to, and in the best interests of, Veeco DENTSPLY and its stockholdersshareholders, (iii) directing that this Agreement the DENTSPLY Share Issuance and the Amended and Restated DENTSPLY Charter be submitted to the stockholders shareholders of Veeco DENTSPLY for approval approval, and adoption, (iv) recommending that its stockholders adopt this Agreement DENTSPLY's shareholders approve the DENTSPLY Share Issuance and (v) declaring that this Agreement is advisable the Amended and Restated DENTSPLY Charter (the “Veeco DENTSPLY Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to To the Knowledge of VeecoDENTSPLY, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of DENTSPLY Common Stock or other Equity Interests of Veeco DENTSPLY necessary to approve the Transactions is the adoption approval of this Agreement (i) the DENTSPLY Share Issuance by a majority of the total votes cast on such proposal by holders of the DENTSPLY Common Stock outstanding and entitled to vote thereon and (ii) the Amended and Restated DENTSPLY Charter by the holders of a majority of the shares of Veeco DENTSPLY Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (together, the “Veeco Stockholder DENTSPLY Shareholder Approval”). No other vote of the holders of Veeco DENTSPLY Common Stock or any other Equity Interests of Veeco DENTSPLY is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has all necessary requisite limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, and each applicable Ancillary Agreement and to consummate the Transactions. The execution Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has taken all requisite limited liability company action required by its organizational documents or the DLLCA or the TBOC (as applicable) or other applicable Law to authorize the execution, delivery and delivery by Veeco performance of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the applicable Ancillary Agreements and to authorize the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate Transactions. Except for any action on the part of Veeco(x) a member of an Oncor Entity or (y) EFIH, including authorization by EFH of action by EFIH (and in the case of action by both EFH and EFIH, subject to receipt obtaining the Bankruptcy Court Approval), that has been taken prior to the date hereof and remains in full force and effect, no action is required to be taken by any member of the Veeco Stockholder Approvalan Oncor Entity, and no Oncor Holdings, EFIH, EFH or other corporate proceedings on the part of Veeco and no other stockholder votes are necessary respective owners to authorize the execution, delivery and performance of this Agreement or the applicable Ancillary Agreements or to authorize the consummation by Veeco of the Transactions. Veeco . (b) Each Oncor Entity has duly and validly executed and delivered this Agreement and, assuming at the due authorization, execution Closing (subject to the satisfaction or waiver of the applicable conditions to the obligations of such Oncor Entity) will have duly executed and delivery by Axcelis and Merger Sub of this delivered each applicable Ancillary Agreement, and this Agreement constitutes its constitutes, and each applicable Ancillary Agreement, from and after the Closing, will constitute, a legal, valid and binding obligationobligation of such Oncor Entity, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Enforceability Exceptions. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Velodyne has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and, subject to the receipt of the Veeco Velodyne Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco ▇▇▇▇▇▇▇▇ of this Agreement, the performance and compliance by Veeco ▇▇▇▇▇▇▇▇ with each of its covenants and obligations herein and the consummation by Veeco Velodyne of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoVelodyne, subject to receipt of the Veeco Velodyne Stockholder Approval, and no other corporate proceedings on the part of Veeco Velodyne and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco ▇▇▇▇▇▇▇▇ of the Transactions. Veeco ▇▇▇▇▇▇▇▇ has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇, Merger Sub I and Merger Sub II of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it Velodyne in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Velodyne Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Mergers and the other Transactions are fair to, and in the best interests of, Veeco Velodyne and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco Velodyne for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and Agreement, (v) declaring that this Agreement is advisable (the “Veeco Velodyne Recommendation”), (vi) determining that for purposes of the Velodyne Rights Agreement, this Agreement, the Mergers and the other Transactions shall be deemed to be Exempt Transactions (as such terms are defined in the Velodyne Rights Agreement) and (vii) determining that for purposes of the Velodyne Rights Agreement, none of Ouster, any of its stockholders nor any of their respective Affiliates or Associates (as such terms are defined in the Velodyne Rights Agreement) shall be deemed to be an Acquiring Person (as defined in the Velodyne Rights Agreement) as a result of the execution, delivery or performance of this Agreement, the Velodyne Stockholder Support Agreements or the Ouster Stockholder Support Agreements, or the consummation of the Mergers or any of the other Transactions (collectively with clause (vi), the “Velodyne Rights Determinations”). (c) Assuming the accuracy of the representations and warranties in Section 4.214.20, to the Knowledge of VeecoVelodyne, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Velodyne necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Velodyne Common Stock outstanding and entitled to vote thereon at the Veeco Velodyne Stockholders Meeting (the “Veeco Velodyne Stockholder Approval”). No other vote of the holders of Veeco Velodyne Common Stock, Velodyne Preferred Stock or any other Equity Interests of Veeco Velodyne is necessary to consummate the Transactions. (d) ▇▇▇▇▇▇▇▇ has taken all necessary action to render the Velodyne Rights Agreement inapplicable to the Mergers and the other Transactions and to terminate the Velodyne Rights Agreement immediately prior to the Effective Time (but subject to the occurrence of the Effective Time and the consummation of the Mergers and the other Transactions).

Authority; Execution and Delivery; Enforceability. (a) Veeco Sirona has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Sirona Shareholder Approval, to consummate the TransactionsTransactions applicable to Sirona. The execution and delivery by Veeco Sirona of this Agreement, the performance and compliance by Veeco Sirona with each of its obligations herein and the consummation by Veeco Sirona of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of VeecoSirona, subject to receipt of the Veeco Stockholder Sirona Shareholder Approval, and no other corporate proceedings on the part of Veeco Sirona and no other stockholder shareholder votes are necessary to authorize this Agreement or the consummation by Veeco Sirona of the TransactionsTransactions to which it is a party. Veeco Sirona has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis DENTSPLY and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Sirona (the “Sirona Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this the Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco Sirona and its stockholdersshareholders, (iii) directing that this Agreement be submitted to the stockholders shareholders of Veeco Sirona for approval and adoption, (iv) recommending that its stockholders shareholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Sirona Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of VeecoSirona, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Sirona Common Stock or other Equity Interests of Veeco Sirona necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Sirona Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Sirona Shareholders Meeting (the “Veeco Stockholder Sirona Shareholder Approval”). No other vote of the holders of Veeco Sirona Common Stock or any other Equity Interests of Veeco Sirona is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Parent has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco adoption of this Agreement (i) by Parent as the sole shareholder of Merger Sub and (ii) by the holders of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon at the Parent Stockholders Meeting (the “Parent Stockholder Approval”) and the satisfaction of the closing conditions, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Parent of this Agreement, the performance and compliance by Veeco Parent with each of its obligations herein and the consummation by Veeco Parent of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoParent, subject to the receipt of the Veeco Parent Stockholder ApprovalApproval and to the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Veeco Parent and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Parent of the TransactionsTransactions to which it is a party. Veeco Parent has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub the Company of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Parent Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Common Stock Issuance”), are advisable, fair to, to and in the best interests of, Veeco of Parent and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, (iii) directing that this Agreement the Parent Common Stock Issuance be submitted to the stockholders of Veeco Parent for approval approval, and adoption, (iv) recommending that its the Parent stockholders adopt this Agreement and (v) declaring that this Agreement is advisable approve the Parent Common Stock Issuance (the “Veeco Parent Board Recommendation”). (c) Assuming Subject to the accuracy of the representations and warranties in ‎Article 3, the Parent Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 4.21, to 203 of the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or Delaware General Corporation Law and any other similar Law applies are not applicable to this Agreement, Agreement and the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Parent necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Parent Stockholder Approval”). No other vote of the holders of Veeco Parent Common Stock or any other Equity Interests of Veeco Parent is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Zillow and HoldCo has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement andhereunder and to consummate the Mergers and the other transactions contemplated hereby (subject, subject in the case of the Zillow Merger, to the receipt of the Veeco Stockholder Approval, to consummate Zillow Shareholder Approval and the Transactionsfiling and recordation of appropriate merger documents as required by the WBCA). The execution and delivery by Veeco of this Agreement, the performance Agreement by Zillow and compliance by Veeco with each of its obligations herein HoldCo and the consummation by Veeco Zillow and HoldCo of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approvalaction, and no other corporate proceedings on the part of Veeco and no other stockholder votes Zillow or HoldCo are necessary to authorize this Agreement or to consummate the consummation transactions contemplated hereby (other than, with respect to the Zillow Merger, the Zillow Shareholder Approval and the filing and recordation of appropriate merger documents as required by Veeco of the TransactionsWBCA). Veeco This Agreement has been duly and validly executed and delivered this Agreement by Zillow and HoldCo and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementTrulia, this Agreement constitutes its a legal, valid and binding obligationobligation of each of Zillow and HoldCo, enforceable against it each of Zillow and HoldCo in accordance with its terms, except as limited by Laws subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco BoardZillow Board has adopted such resolutions as are necessary, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation as of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21date hereof, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar render any Takeover Law applies inapplicable to this Agreement, the Merger or Zillow Voting Agreements and the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding transactions contemplated hereby and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionsthereby.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power and authority to enter into, execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform and comply with each of its obligations under this Agreement and such Ancillary Agreements and, assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to the receipt of the Veeco Company Stockholder ApprovalApproval and compliance with Regulatory Laws, to consummate the TransactionsTransactions and the other transactions contemplated thereby, in each case, in accordance with the terms of this Agreement and the Ancillary Agreements to which it is a party. The adoption, execution and delivery by Veeco the Company of this AgreementAgreement and the Ancillary Agreements to which it is a party, the performance and compliance by Veeco the Company with each of its obligations herein and therein, and the consummation by Veeco it of the Transactions and the transactions contemplated by such Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Veecothe Company, assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, assuming the due authorization, execution and delivery by Axcelis P▇▇▇▇▇ and Merger Sub of this AgreementSub, this Agreement and each Ancillary Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as subject to the qualification that such enforceability may be limited by Laws bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement rights of creditors’ rights generallycreditors and subject, by as to enforceability, to general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity (“Bankruptcy and Enforceability Exceptions”). (b) The Veeco Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) duly adopted resolutions (i) adopting which, as of the execution and approving delivery of this Agreement by the Parties, have not been rescinded, modified or withdrawn in any way and the consummation of the Transactions upon the terms are in full force and subject to the conditions set forth in this Agreement, effect) (iii) determining that the terms of this Agreement, the Merger Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other Transactions transactions contemplated by such Ancillary Agreements are advisable, fair to, to and in the best interests ofof the Company and its stockholders, Veeco approving this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements, and declaring that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, (iiiii) directing that this Agreement and the Transactions, including the Merger, be submitted to the stockholders of Veeco the Company for approval its adoption and adoptionapproval, and (iviii) recommending that its the Company’s stockholders adopt and approve this Agreement and (v) declaring that this Agreement is advisable the Transactions, including the Merger (the “Veeco Company Board Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote or consent of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to adopt or approve this Agreement and the Transactions Ancillary Agreements to which the Company is a party and to consummate the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements is the adoption of this Agreement by the holders affirmative vote or consent of a majority of the shares votes cast by the holders of Veeco Common Stock Shares that are outstanding and entitled to vote thereon at the Veeco Company Stockholders Meeting (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company, including any vote under Article Tenth of the Company Charter, is necessary to consummate the Transactions. Except for the Company Stockholder Approval and the filing of the Certificate of Merger as required by the NJBCA, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party, the performance by the Company of its covenants or obligations hereunder or thereunder or the consummation of the Transactions or the other transactions contemplated by such Ancillary Agreements.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Parent and Merger Sub of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of VeecoParent and Merger Sub, subject to receipt the Parent Stockholder Approval and the filing with the Secretary of State of the Veeco Stockholder Approval, and no other corporate proceedings on the part State of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Delaware of the TransactionsCertificate Amendment in accordance with Section 242 of the DGCL. Veeco Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco BoardBoard of Directors of Parent, at a meeting duly called and heldheld in compliance with the DGCL, unanimously (except for one (1) director recusing himself) adopted resolutions has: (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining determined that the terms of this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement are fair to, and in the best interests of, Veeco Parent and its stockholdersstockholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors existing as of immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) directing determined to recommend that this Agreement be submitted to the stockholders of Veeco for approval Parent approve the amendment of the Certificate Amendment and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable the issuance of shares of Parent Common Stock in connection with the Merger (the “Veeco Parent Recommendation”). (c) Assuming the accuracy The Board of the representations and warranties in Section 4.21, to the Knowledge Directors of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to Merger Sub has by unanimous written consent: (i) determined that this Agreement, the Merger or and the other Transactions. The only vote transactions contemplated by this Agreement are fair to, and in the best interests of, Merger Sub and its shareholder and that, considering the financial position of holders the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of any class or series Merger Sub to its creditors existing as of Equity Interests immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) determined to recommend that the shareholder of Veeco necessary to Merger Sub approve the Transactions is Merger and the adoption other transactions contemplated by this Agreement. Parent, as sole shareholder of Merger Sub, has approved this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the TransactionsAgreement.

Authority; Execution and Delivery; Enforceability. (a) Veeco Pine has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the other transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Merger, to the receipt of the Veeco Pine Stockholder Approval, to consummate the Transactions. The execution Board of Directors of Pine (the “Pine Board”) has adopted resolutions, by unanimous vote of those present at a meeting duly called at which a quorum of directors of Pine was present, (i) approving the execution, delivery and delivery by Veeco performance of this Agreement, (ii) determining that entering into this Agreement is in the performance best interests of Pine and compliance by Veeco with each its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that Pine’s stockholders adopt this Agreement and directing that this Agreement be submitted to Pine’s stockholders for adoption at a duly held meeting of its obligations herein and such stockholders for such purpose (the consummation by Veeco “Pine Stockholders Meeting”). As of the Transactions date of this Agreement, such resolutions have not been duly authorized amended or withdrawn. Except for the adoption of this Agreement by all necessary corporate action on the part affirmative vote of Veeco, subject to receipt a majority of the Veeco outstanding shares of Pine Common Stock entitled to vote at the Pine Stockholders Meeting (the “Pine Stockholder Approval”), and no other corporate proceedings on the part of Veeco and no other stockholder votes Pine are necessary to authorize or adopt this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco Pine has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementCedar, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) Pine Board has adopted such resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject as are necessary to the conditions set forth in this Agreement, (ii) determining that the terms of render inapplicable to this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that transactions contemplated by this Agreement be submitted to the stockholders of Veeco for approval and adoption, restrictions on “business combinations” (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy as defined in Section 203 of the representations and warranties DGCL) as set forth in Section 4.21203 of the DGCL. No “fair price”, to the Knowledge of Veeco“moratorium”, no takeover, anti-takeover, business combination, “control share acquisition acquisition” or other similar antitakeover statute or similar Law statute or regulation applies with respect to this Agreement, the Merger or any of the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of transactions contemplated by this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the TransactionsAgreement.

Authority; Execution and Delivery; Enforceability. (a) Veeco Ouster has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and, subject to the receipt of the Veeco Ouster Stockholder ApprovalApproval and to the adoption of this Agreement by Ouster as the sole stockholder of Merger Sub I and the sole member of Merger Sub II, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Ouster of this Agreement, the performance and compliance by Veeco Ouster with each of its covenants and obligations herein and the consummation by Veeco Ouster of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoOuster, subject to the receipt of the Veeco Ouster Stockholder ApprovalApproval and to the adoption of this Agreement by Ouster as the sole stockholder of Merger Sub I and the sole member of Merger Sub II, and no other corporate proceedings on the part of Veeco Ouster and no other stockholder or member votes are necessary to authorize this Agreement or the consummation by Veeco Ouster of the TransactionsTransactions to which it is a party. Veeco Ouster has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub ▇▇▇▇▇▇▇▇ of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it Ouster in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Ouster Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Mergers and the other Transactions are fair to, and in the best interests of, Veeco Ouster and its stockholders, (iii) directing that this Agreement the Ouster Common Stock Issuance be submitted to the stockholders of Veeco Ouster for approval and adoptionapproval, (iv) recommending that its stockholders adopt this Agreement approve the Ouster Common Stock Issuance and (v) declaring that this Agreement the Ouster Common Stock Issuance is advisable (the “Veeco Ouster Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.213.21, to the Knowledge of VeecoOuster, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Ouster necessary to approve the Transactions is the adoption approval of this Agreement the Ouster Common Stock Issuance by the holders of a majority of the shares of Veeco Ouster Common Stock outstanding and entitled to vote thereon and present in person or represented by proxy at the Veeco Ouster Stockholders Meeting in accordance with the rules and regulations of the NYSE and the organizational documents of Ouster (the “Veeco Ouster Stockholder Approval”). No other vote of the holders of Veeco Ouster Common Stock or any other Equity Interests of Veeco Ouster is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Trulia has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder and to consummate the TransactionsTrulia Merger and the other transactions contemplated hereby (subject, in the case of the Trulia Merger, to receipt of Trulia Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). The execution and delivery by Veeco of this Agreement, the performance and compliance Agreement by Veeco with each of its obligations herein Trulia and the consummation by Veeco Trulia of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approvalaction, and no other corporate proceedings on the part of Veeco and no other stockholder votes Trulia are necessary to authorize this Agreement or to consummate the consummation transactions contemplated hereby (other than, with respect to the Trulia Merger, Trulia Stockholder Approval and the filing and recordation of appropriate merger documents as required by Veeco of the TransactionsDGCL). Veeco This Agreement has been duly and validly executed and delivered this Agreement by Trulia and, assuming the due authorization, execution and delivery by Axcelis Zillow and Merger Sub of this AgreementHoldCo, this Agreement constitutes its a legal, valid and binding obligationobligation of Trulia, enforceable against it Trulia in accordance with its terms, except as limited by Laws subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco BoardTrulia Board has adopted such resolutions as are necessary, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation as of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21date hereof, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar render any Takeover Law applies inapplicable to this Agreement, the Merger or Trulia Voting Agreements and the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding transactions contemplated hereby and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionsthereby.

Authority; Execution and Delivery; Enforceability. (a) Veeco Dell and each other member of the Dell Group has all necessary requisite power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is or is contemplated to be a party, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution and delivery by Veeco Dell of this Agreement, the performance Agreement and compliance by Veeco with each of its obligations herein Ancillary Agreement to which it is or is contemplated to be a party and the consummation by Veeco Dell of the Transactions transactions contemplated hereby and thereby to be performed by Dell (or any member of the Dell Group) have been duly authorized by all necessary corporate action on the part Dell Board of Veeco, subject to receipt of the Veeco Stockholder ApprovalDirectors, and no other corporate proceedings on the part of Veeco and no other stockholder votes are Dell is necessary to authorize this Agreement or any Ancillary Agreement to which it is or is contemplated to be a party or the consummation by Veeco of the TransactionsTransactions to which it is a party. Veeco Dell has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementthe other Parties, this Agreement constitutes its legal, valid and binding obligation, enforceable against Dell in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon the execution and delivery by Dell of each Ancillary Agreement to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each Ancillary Agreement to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting subject to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtBankruptcy and Equity Exception. (b) The Veeco BoardDell Board of Directors has, at a meeting duly called and heldby the unanimous vote of all of the directors, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting determined that it is in the best interests of Dell and approving its stockholders for Dell to enter into this Agreement and has declared this Agreement and the transactions contemplated by this Agreement advisable and (ii) adopted this Agreement and approved the execution, delivery and performance of this Agreement by Dell and the consummation of the Transactions upon Transactions. As of the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms date of this Agreement, the Merger foregoing determinations and the other Transactions are fair toresolutions have not been rescinded, and modified or withdrawn in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)any way. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, There are no takeover, anti-takeover, business combination, control share acquisition votes or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote consents of holders of any class or series of Equity Interests capital stock of Veeco Dell necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, and to consummate the Transactions, subject to compliance with the HSR Act (as defined in Section 3.05(a)) and the EC Regulations (as defined in Section 3.05(a)). The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Transaction Agreement to which it is a party and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Approval (as defined in Section 3.04(c)). This Agreement or the consummation by Veeco of the Transactions. Veeco has been duly and validly executed and delivered this Agreement by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementother parties hereto, this Agreement constitutes its legal, a valid and binding obligationagreement of the Company, enforceable against it in accordance with its termsthe Company, except as the enforceability hereof may be limited by Laws bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ ' rights generally, or by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtat law). (b) The Veeco Board of Directors of the Company (the "Company Board"), at a ------------- meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of Company Stockholder Agreement, the Transactions upon Offer, the terms Merger and subject to the conditions set forth in this Agreementother Transactions, (ii) determining that the terms of this Agreementthe Offer, the Merger and the other Transactions are fair to, to and in the best interests of, Veeco of the Company and its stockholders, (iii) directing recommending that this Agreement be submitted the holders of Company Common Stock accept and tender their shares of Company Common Stock pursuant to the stockholders of Veeco for approval Offer and adoption, (iv) recommending that its the Company's stockholders adopt this Agreement. Such resolutions are sufficient to render Section 203 of the DGCL inapplicable (A) to Parent and Sub by reason of their entering into this Agreement and the Company Stockholder Agreement or consummating any of the Transactions and (vB) declaring that to the Offer, the Merger and the other Transactions. To the Company's Knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement is advisable and the Company Stockholder Agreement, the Offer, the Merger or any other Transaction. Each of the Company's directors and principal executive officers named in the Company Disclosure Letter either (x) has advised the “Veeco Recommendation”Company that such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer or (y) has been designated in the Company Disclosure Letter pursuant to Section 1.02(d). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Company Capital Stock necessary to approve and adopt this Agreement and the Transactions Merger is the adoption of this Agreement by the holders of a majority of the shares of Veeco outstanding Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco "Company Stockholder Approval”"). No other The affirmative vote ---------------------------- of the any holders of Veeco Common Company Capital Stock is not necessary to approve any Transaction Agreement other than this Agreement or any other Equity Interests of Veeco is necessary to consummate the TransactionsOffer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. Seller and its Subsidiaries had or have (aas applicable) Veeco has all necessary requisite corporate power and authority and full legal capacity to execute the Original Agreement and deliver this AgreementAmended Agreement and the Ancillary Agreements to which it is, or is specified to be, a party, to fully perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder or thereunder and to consummate the TransactionsAcquisition, and the other transactions contemplated hereby and thereby. The execution and delivery by Veeco Seller and its Subsidiaries of this the Original Agreement, this Amended Agreement and the performance and compliance by Veeco with each of its obligations herein Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Veeco Seller and the Subsidiary Transferors of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of Seller and the Veeco Stockholder ApprovalSubsidiary Transferors, and no other corporate proceedings action on the part of Veeco and no other stockholder votes are Seller or the Subsidiary Transferors is necessary to authorize this Amended Agreement or the Ancillary Agreements or the consummation by Veeco of the TransactionsAcquisition or the other transactions contemplated hereby or thereby. Veeco Seller has duly and validly executed and delivered the Original Agreement, this Amended Agreement and, at or prior to the Closing, Seller and its Subsidiaries will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementPurchaser, this Amended Agreement constitutes Seller’s, and each Ancillary Agreement to which Seller or its Subsidiary is, or is specified to be, a party will, after execution and delivery by Seller or its Subsidiary (as the case may be), constitute Seller’s and such Subsidiary’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms generally and subject to the conditions set forth general principles of equity, regardless of whether considered in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and a proceeding in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)equity or at Law. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Kenvue has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement andhereunder and to consummate the Transactions, subject subject, in the case of the First Merger, to the receipt of the Veeco Kenvue Stockholder Approval. The Kenvue Board has unanimously (i) determined that it is fair to, and in the best interests of, Kenvue and its stockholders, and declared it advisable, that Kenvue enter into this Agreement and consummate the Transactions, (ii) adopted resolutions approving and declaring the advisability of this Agreement and the consummation of the Transactions, including the Mergers, (iii) adopted resolutions recommending that Kenvue’s stockholders adopt this Agreement (the “Kenvue Recommendation”) and (iv) directed that this Agreement and the First Merger be submitted to Kenvue’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Kenvue Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the shares outstanding of Kenvue Common Stock entitled to vote thereon (the “Kenvue Stockholder Approval”), no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by Section 4.05(b)(iii)) on the part of Kenvue are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Transactions. The execution and delivery by Veeco of this Agreement, the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have This Agreement has been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco has duly and validly executed and delivered this Agreement by Kenvue and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementthe K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Kenvue, enforceable against it Kenvue in accordance with its terms, in each case except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by of equity (the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought“Bankruptcy and Equity Exception”). (b) The Veeco BoardKenvue Board has taken all necessary actions so that no “fair price”, at a meeting duly called and held“moratorium”, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the “control share acquisition” or other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, similar anti-takeovertakeover statute or regulations (each, business combination, control share acquisition or similar Law applies a “Takeover Statute”) is applicable to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Cardinal has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Cardinal Shareholder Approval, to consummate the TransactionsTransactions applicable to Cardinal. The execution and delivery by Veeco Cardinal of this Agreement, the performance and compliance by Veeco Cardinal with each of its obligations herein and the consummation by Veeco it of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoCardinal, subject subject, in the case of the Merger, to receipt of the Veeco Stockholder Cardinal Shareholder Approval, and no other corporate proceedings on the part of Veeco Cardinal and no other stockholder shareholder votes are necessary to authorize this Agreement or the consummation by Veeco Cardinal of the TransactionsTransactions to which it is a party. Veeco Cardinal has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis Sarg and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Cardinal (the “Cardinal Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions resolutions, which have not been amended or withdrawn, (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this the Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco Cardinal and its stockholdersshareholders, (iii) directing that this Agreement be submitted to the stockholders shareholders of Veeco Cardinal for approval and adoption, (iv) recommending that its stockholders shareholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Cardinal Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.213.21, to the Knowledge of VeecoCardinal, no takeover, anti-takeover, business combination, control share acquisition or similar Takeover Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Cardinal Common Stock or other Equity Interests of Veeco Cardinal necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Cardinal Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Cardinal Shareholders Meeting (the “Veeco Stockholder Cardinal Shareholder Approval”). No other vote of the holders of Veeco Cardinal Common Stock or any other Equity Interests of Veeco Cardinal is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder and to consummate the Transactionstransactions contemplated hereby. The execution Such vote of the Stockholders, if any, as is required to authorize the execution, delivery and delivery by Veeco performance of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein other Transaction Documents and the consummation by Veeco of the Transactions transactions contemplated hereby has been obtained (the “Stockholder Approval”), and all other company acts and other proceedings required to be taken by the Company and ▇▇▇▇▇ ▇▇, and the boards of directors, managers, members and stockholders of each of them in their capacity as such to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt and properly taken. This Agreement and each of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco Transaction Documents has been duly and validly executed and delivered this Agreement and, assuming by the due authorization, execution Company and delivery by Axcelis and Merger Sub of this Agreement, this Agreement each constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as such enforcement may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion principles of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity. (b) The Veeco BoardEach Stockholder which is a trust has all requisite power and authority to enter into this Agreement, at perform his or its obligations hereunder and consummate the transactions contemplated hereby, including without limitation the sale and delivery of the Company Stock. This Agreement and each of the other Transaction Documents has been duly executed and delivered by each of the Stockholders and constitutes a meeting duly called legal, valid and heldbinding obligation of each of the Stockholders, unanimously (enforceable against them in accordance with its terms, except for one (1) director recusing himself) adopted resolutions (i) adopting as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. All necessary action by the trustees and approving any other relevant Person as is required in order to authorize and direct each Stockholder that is a trust to execute and deliver this Agreement and perform its obligations hereunder has been taken. (c) ▇▇▇▇▇ ▇▇ has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such vote of the LLC Member as is required to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions upon transactions contemplated hereby has been obtained (the terms “LLC Member Approval”), and subject all other company acts and other proceedings required to be taken by ▇▇▇▇▇ ▇▇ and its managers and members in their capacity as such to authorize the conditions set forth execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby have been duly and properly taken. This Agreement and each of the other Transaction Documents has been duly executed and delivered by ▇▇▇▇▇ ▇▇ and each constitutes a legal, valid and binding obligation of ▇▇▇▇▇ ▇▇, enforceable against ▇▇▇▇▇ ▇▇ in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. (d) Each LLC Member is a trust and has all requisite power and authority to enter into this Agreement, (ii) determining that perform its obligations hereunder and consummate the terms transactions contemplated hereby, including without limitation the sale and delivery of this Agreement, the Merger LLC Interest. This Agreement and each of the other Transactions are fair toTransaction Documents has been duly executed and delivered by each of the LLC Members and constitutes a legal, valid and binding obligation of each of the LLC Members, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. All necessary action by the best interests of, Veeco trustees and its stockholders, (iii) directing any other relevant Person as is required in order to authorize and direct each LLC Member that this Agreement be submitted is a trust to the stockholders of Veeco for approval execute and adoption, (iv) recommending that its stockholders adopt deliver this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)perform its obligations hereunder has been taken. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Buyer and LDC has all necessary corporate power or company power, as applicable, and authority to execute execute, deliver and deliver this Agreement, to perform and comply with each of its obligations under this Agreement (including the Sovereign Immunity Waivers and the Consents and Waivers) and the Related Documents to which it is, or is specified to be, a party and, subject to obtaining the receipt of consents and approvals and making the Veeco Stockholder Approvalfilings referred to in Section 5.3(b), to consummate the TransactionsTransaction. The execution execution, delivery and delivery performance by Veeco each of Buyer and LDC of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein Related Documents to which it is a party and the consummation by Veeco of the Transactions Transaction have been or, prior to the Closing, will be duly authorized by all necessary corporate (or similar) action on the part of VeecoBuyer, subject to receipt of LDC and the Veeco Stockholder ApprovalTribe, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement further action by Buyer, LDC or the consummation by Veeco Tribe are required. Each of the Transactions. Veeco Buyer and LDC has duly and validly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Related Document to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by Axcelis all Parties or parties hereto or thereto other than Buyer and Merger Sub of this AgreementLDC, this Agreement constitutes constitutes, and each Related Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally, by generally and general equitable principles or by the discretion of principles. LDC has all company power and authority and has obtained any Governmental Entity before which and all consents and approvals necessary to execute, and perform its obligations under, any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth guarantee entered into in connection with this Agreement, (ii) determining that including any guarantee under the terms Company Lease and in connection with LDC’s role as a guarantor of Buyer’s Third-Party Obligations under Section 12.18. For the avoidance of doubt, no resolutions of the Tribe are necessary to authorize LDC to guarantee the obligations of any other Person as required in connection with this Agreement, including any guarantee under the Merger and the other Transactions are fair to, and Company Lease or in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders connection with LDC’s role as a guarantor of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Buyer’s Third-Party Obligations under Section 12.18. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Biovail, BAC and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the other transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Share Issuance and the Valeant Stock Plan Assumption, to the receipt of the Veeco Biovail Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Board of this Agreement, Directors of Biovail (the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco “Biovail Board”) has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generallyadopted resolutions, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, unanimous vote at a meeting duly called and heldat which a quorum of directors of Biovail was present, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of entering into this Agreement, the Merger and the other Transactions are fair to, and Agreement is in the best interests of, Veeco of Biovail and its stockholders, (iii) directing that declaring this Agreement be submitted to the stockholders of Veeco for approval and adoptionadvisable, (iv) recommending that its Biovail’s stockholders adopt this Agreement vote in favor of (A) approval of the issuance of Biovail Common Stock constituting the Merger Consideration, (B) the change of Biovail’s name to “Valeant Pharmaceuticals International, Inc.” (the “Name Change”) and (C) the issuance of Biovail Common Stock under Valeant Stock Plans, outstanding Valeant Stock Options and Valeant Restricted Stock Units assumed by Biovail pursuant to the Valeant Stock Plan Assumption (the “Share Issuance”) and the Valeant Stock Plan Assumption and directing that the Share Issuance and the Valeant Stock Plan Assumption be submitted to Biovail’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Biovail Stockholders Meeting”) and (v) declaring subject to the discretion of the Board of the Combined Company, determining that the Post-Merger Special Dividend will be in the best interests of the Combined Company and its stockholders and that it is the intention of those directors of Biovail that will continue as directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions (i) approving this Agreement, (ii) determining that entering into this Agreement is advisable in the best interests of Merger Sub and BAC, as its sole stockholder, (the “Veeco Recommendation”). (ciii) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of declaring this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.advisable and

Authority; Execution and Delivery; Enforceability. (a) Veeco Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the other agreements and instruments to perform be executed and comply delivered in connection with each of its obligations under this Agreement and, subject (the "Ancillary Agreements") to the receipt of the Veeco Stockholder Approval, which it is a party and to consummate the Transactions, subject to receipt of the Stockholder Approval (as defined in (b) below). The execution and delivery by Veeco Seller of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein Ancillary Agreements to which it is a party and the consummation by Veeco Seller of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoSeller, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco Seller has duly and validly executed and delivered this Agreement andand the Ancillary Agreements to which it is a party, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Agreement constitutes and the Ancillary Agreements to which it is a party constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its termstheir terms subject, except as limited by Laws to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ ' rights generally, by generally and to general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples. (b) The Veeco board of directors of Seller (the "Seller Board"), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of Ancillary Agreements to which it is a party and the Transactions upon the terms and subject to the conditions set forth in contemplated by this Agreement, and (ii) determining recommending that Seller's stockholders approve the terms issuance of the Shares (the "Share Issuance"; such stockholder approval of the Share Issuance, the "Stockholder Approval"). Such resolutions are sufficient to render inapplicable to Purchaser, this Agreement and the Ancillary Agreements and the Transactions contemplated by this Agreement the provisions of Section 203 of the DGCL. To the best knowledge of Seller, no other state takeover statute or similar statute or regulation applies or purports to apply to Seller with respect to this Agreement, the Merger Ancillary Agreements and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that contemplated by this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Agreement. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests Capital Stock necessary in connection with this Agreement or to consummate any of Veeco necessary to approve the Transactions contemplated by this Agreement is the adoption approval of this Agreement the Share Issuance by the holders of a majority of the shares of Veeco total votes cast on a proposal to approve such issuance, if Seller's Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting is approved for listing (the “Veeco Stockholder Approval”). No other vote of "Listing") on the holders of Veeco Common Nasdaq Stock or any other Equity Interests of Veeco is necessary Market ("Nasdaq") prior to consummate the TransactionsShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite power and authority to execute and deliver this Agreement, the Escrow Agreement and each other agreement, document, instrument or certificate specifically referred to perform and comply with each of its obligations under in this Agreement to be executed by the Company in connection with the consummation of the Transactions (collectively, the “Company Documents”) and, subject to obtaining the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Company Documents and the consummation by Veeco the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, Approval (which approval will occur and no other corporate proceedings on be delivered to Parent immediately following the part execution of Veeco and no other stockholder votes are necessary to authorize this Agreement or by the consummation by Veeco of the TransactionsCompany). Veeco The Company has duly and validly executed and delivered this Agreement, and will duly and validly execute and deliver each of the other Company Documents, and this Agreement andconstitutes, and each of the other Company Documents when executed and delivered (assuming the due authorization, execution and delivery by Axcelis the other parties hereto and Merger Sub of this Agreementthereto) will constitute, this Agreement constitutes its in each case, legal, valid and binding obligationobligations of the Company, enforceable against it in accordance with its termsthe terms of each such Company Document, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally or limitations on enforceability by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity. (b) The Veeco BoardBoard of Directors of the Company, at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement Agreement, the other Company Documents and the consummation of the Transactions upon the terms and subject to the conditions set forth in this AgreementTransactions, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, to and in the best interests of, Veeco of the Company and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its the Company’s stockholders adopt this Agreement and (viv) declaring that this Agreement is advisable (the “Veeco Recommendation”)advisable. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests capital stock or any other equity interests of Veeco the Company necessary to approve and adopt this Agreement and the Transactions Merger is the adoption of this Agreement by the holders of (i) a majority of the issued and outstanding shares of Veeco the Company Common Stock and the Company Preferred Stock voting together and (ii) a majority of the issued and outstanding and entitled to vote thereon at shares of the Veeco Stockholders Meeting Company Preferred Stock (the “Veeco Company Stockholder Approval”)) by written consent or vote which shall be sufficient to satisfy the requirements for such adoption by the majority of the issued and outstanding shares of the Company Common Stock and the Company Preferred Stock required in accordance with the DGCL and the Company’s organizational documents, and no other corporate proceeding on the part of the Company is necessary to authorize the execution, delivery or performance of this Agreement or the other Company Documents or the consummation of the Transactions. No Other than the Company Stockholder Approval, no other vote of the holders of Veeco Common Stock any class or series of Company’s capital stock is required under the DGCL, any other Equity Interests Material Contract, or the Company’s organizational documents to approve the Merger. The Written Consent delivered immediately following the execution of Veeco is necessary this Agreement constitutes the approval and adoption of this Agreement by the requisite number of the Company stockholders pursuant to consummate the TransactionsDGCL and the Company’s organizational documents and constitutes the Company Stockholder Approval.

Authority; Execution and Delivery; Enforceability. (a) Veeco Chart has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement andhereunder and to consummate the ▇▇▇▇▇▇ and the other Transactions, subject subject, in the case of the Merger, to the receipt of the Veeco Chart Stockholder Approval, to consummate the Transactions. The execution Chart Board has unanimously adopted resolutions (i) determining this Agreement, the Merger and delivery by Veeco the other Transactions are advisable, fair to, and in the best interests of, Chart and its stockholders, (ii) adopting this Agreement and approving the Merger and (iii) recommending that Chart’s stockholders approve this Agreement and the Merger (the “Chart Recommendation”) and directing that this Agreement and the Merger be submitted to Chart’s stockholders for adoption and approval at a duly held meeting of such stockholders for such purpose (the “Chart Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by Veeco with each approval of its obligations herein this Agreement and the consummation Merger by Veeco the affirmative vote of the Transactions have been duly authorized holders of a majority of the shares of Chart Common Stock (the “Chart Stockholder Approval”), no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by all necessary corporate action Section 5.05(b)(iii)) on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes Chart are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation by Veeco of Merger or the other Transactions. Veeco This Agreement has been duly and validly executed and delivered this Agreement by Chart and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementthe ▇▇▇▇▇ ▇▇▇▇▇▇ Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Chart, enforceable against it in accordance with its terms, except as limited by Laws affecting in each case subject to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtBankruptcy and Equity Exception. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties made in Section 4.214.02, to the Knowledge of VeecoChart Board has taken all necessary actions so that no “fair price”, no takeover“moratorium”, “control share acquisition” or other similar anti-takeovertakeover statute or regulations (each, business combination, control share acquisition or similar Law applies a “Takeover Statute”) is applicable to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco has all necessary power The execution, delivery and authority to execute and deliver this Agreement, to perform and comply with each performance by Seller of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco of this Agreement, the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco Seller of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no or other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactionsorganizational action. Veeco Seller has duly and validly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery of such Agreement by Axcelis and Merger Sub of this AgreementPurchaser, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting the enforcement of creditors’ rights generally, by generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Bankruptcy Exceptions”). The execution, delivery and performance by Seller (and, if applicable, the discretion Designated Seller Subsidiary and the New Seller Subsidiary) of any Governmental Entity before each other Transaction Agreement to which any Proceeding seeking enforcement may it is or will be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement party and the consummation by Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) of the Transactions upon have been, or will be at the terms Closing, duly authorized by all necessary corporate or other organizational action. Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by the other parties thereto, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Bankruptcy Exceptions. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to assuming the receipt representations and warranties set forth in Section 4.8 are true and correct and that the Merger is consummated in accordance with Section 251(h) of the Veeco Stockholder ApprovalDGCL, to consummate the Transactions. The execution and delivery by Veeco the Company of this AgreementAgreement and, assuming the performance representations and compliance by Veeco warranties set forth in Section 4.8 are true and correct and that the Merger is consummated in accordance with each Section 251(h) of its obligations herein and the DGCL, the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the TransactionsCompany. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Axcelis Parent and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyand remedies, or by general principles governing the availability of equitable principles remedies, whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco Board of Directors of the Company (the “Company Board”), at a meeting duly called and heldheld prior to the execution of this Agreement and at which all directors of the Company were present, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementOffer, the Merger and the other Transactions Transactions, taken together, are fair to, to and in the best interests ofof the Company’s stockholders, Veeco (ii) approving and its stockholdersdeeming advisable this Agreement, the execution, delivery and performance of this Agreement, the Offer, the Merger and the other Transactions, and declaring this Agreement advisable, (iii) directing resolving that this Agreement and the Merger shall be submitted to governed by Section 251(h) of the stockholders of Veeco for approval DGCL and adoption, that the Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) recommending that its stockholders adopt this Agreement the holders of Company Stock accept the Offer and (v) declaring that this Agreement is advisable tender their shares of Company Stock pursuant to the Offer (the recommendation set forth in this Section 3.4(b), being the “Veeco Company Board Recommendation”). (c) , which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn. Assuming the accuracy of the representations and warranties set forth in Section 4.214.8 are true and correct, the resolutions referred to in the preceding sentence are sufficient to render inapplicable to Parent and Merger Sub and this Agreement, the Offer, the Merger or any other Transaction the provisions of Section 203 of the DGCL to the Knowledge extent, if any, Section 203 of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies the DGCL otherwise would be applicable to this Agreement, the Offer, the Merger or any other Transaction and, to the knowledge of the Company, no other state takeover statute or similar statute or regulation applies to the Company with respect to the execution, delivery, performance or consummation of this Agreement, the Offer, the Merger or any of the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Chart has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement andhereunder and to consummate the First Merger and the other Transactions, subject subject, in the case of the First Merger, to the receipt of the Veeco Chart Stockholder Approval, to consummate the Transactions. The execution Chart Board has unanimously adopted resolutions (i) determining this Agreement, the Mergers and delivery by Veeco the other Transactions are advisable, fair to, and in the best interests of, Chart and its stockholders, (ii) adopting this Agreement and approving the First Merger and (iii) recommending that Chart’s stockholders approve this Agreement and the First Merger (the “Chart Recommendation”) and directing that this Agreement and the First Merger be submitted to Chart’s stockholders for adoption and approval at a duly held meeting of such stockholders for such purpose (the “Chart Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by Veeco with each approval of its obligations herein this Agreement and the consummation First Merger by Veeco the affirmative vote of the Transactions have been duly authorized holders of a majority of the shares of Chart Common Stock (the “Chart Stockholder Approval”), no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by all necessary corporate action Section 5.05(b)(iii)) on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes Chart are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation by Veeco of Mergers or the other Transactions. Veeco This Agreement has been duly and validly executed and delivered this Agreement by Chart and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementthe Flowserve Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Chart, enforceable against it in accordance with its terms, except as limited by Laws affecting in each case subject to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtBankruptcy and Equity Exception. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties made in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement4.04, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Chart Board has taken all necessary actions so that no Takeover Statute is applicable to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Parent and ▇▇▇▇▇▇ Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and or comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, covenants and agreements hereunder and to consummate the Transactionstransactions contemplated hereby. The Each of Parent’s and Merger Sub’s execution and delivery by Veeco hereof, performance of this Agreement, the performance and compliance by Veeco with each of its obligations herein covenants and the agreements hereunder and consummation by Veeco of the Transactions transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of Veecoaction, and subject to receipt Parent’s due execution and delivery of the Veeco Merger Sub Stockholder ApprovalConsent (which shall become effective immediately following the execution and delivery of this Agreement by each of the Parties), and no other corporate proceedings on the part of Veeco Parent and no other Merger Sub (including, for the avoidance of doubt, any stockholder votes approval or vote) are necessary for it to authorize authorize, adopt or approve this Agreement or consummate the consummation by Veeco Merger or the other transactions contemplated hereby, except for the filing of the TransactionsCertificate of Merger as required by DGCL. Veeco No vote of Parent’s or Merger Sub’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby, including the Merger (except for the Merger Sub Stockholder Consent, which shall be duly executed and delivered and become effective immediately following the execution and delivery of this Agreement by each of the Parties). Each of Parent and ▇▇▇▇▇▇ Sub has duly and validly executed and delivered this Agreement and, assuming the Company’s respective due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementhereof, this Agreement constitutes its Parent’s and Merger Sub’s respective legal, valid and binding obligation, enforceable against it them in accordance with its termsthe terms hereof, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtBankruptcy and Equitable Exceptions. (b) The Veeco Board, at At a meeting duly called and held, each of the Parent Board and the Merger Sub Board unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, Veeco of Merger Sub and its Parent and their respective stockholders, (iiiii) directing that this Agreement be submitted to approving the stockholders execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and the consummation of the Merger and the other transactions contemplated hereby and (viii) declaring that (A) in the case of the Merger Sub Board, recommending this Agreement is advisable to Parent for adoption thereby in its capacity as the sole stockholder of Merger Sub and (B) in the “Veeco Recommendation”). (c) Assuming the accuracy case of Parent Board, approving and authorizing Parent’s execution and delivery of the representations Merger Sub Stockholder Consent in its capacity as the sole stockholder of Merger Sub. Such resolutions have not been amended or withdrawn and warranties remain in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority full force and effect as of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionsdate hereof.

Authority; Execution and Delivery; Enforceability. (a) Veeco Stratasys has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Merger, to the receipt of the Veeco Stratasys Stockholder Approval, to consummate the Transactions. The execution Stratasys Board has adopted resolutions, by unanimous vote of all directors, (i) approving the execution, delivery and delivery by Veeco performance of this Agreement, (ii) determining that entering into this Agreement is in the performance best interests of Stratasys and compliance by Veeco with each of its obligations herein stockholders, (iii) declaring this Agreement and the consummation transactions contemplated by Veeco this Agreement advisable, and (iv) recommending that Stratasys’s stockholders adopt this Agreement and directing that this Agreement be submitted to Stratasys’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Stratasys Stockholders Meeting”). As of the Transactions date of this Agreement, such resolutions have not been duly authorized by all necessary corporate action on amended or withdrawn. Subject to the part of Veeco, subject to receipt accuracy of the Veeco representations set forth in Section 3.22 of this Agreement, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Stratasys Common Stock entitled to vote at the Stratasys Stockholders Meeting (the “Stratasys Stockholder Approval”), and no other corporate proceedings on the part of Veeco and no other stockholder votes Stratasys are necessary to authorize adopt this Agreement or to consummate the consummation by Veeco Merger (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco Stratasys has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis Objet and by Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement hereunder and, subject to the receipt of the Veeco Stockholder Company Shareholder Approval, to consummate the Transactions. The execution execution, delivery and delivery by Veeco performance of this Agreement, Agreement by the performance and compliance by Veeco with each of its obligations herein Company and the consummation by Veeco the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approvalaction, and no other corporate proceedings or actions on the part of Veeco the Company and no other stockholder Company Shareholder votes are necessary to authorize the execution and performance by the Company of this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal (as defined herein) and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation by Veeco of the TransactionsMerger). Veeco This Agreement has been duly and validly executed and delivered this Agreement by the Company and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by Laws that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally, by general and (ii) the remedy of specific performance and injunctive and other forms of equitable principles or by relief may be subject to equitable defenses and to the discretion of any the Governmental Entity Authority before which any Proceeding seeking enforcement Action therefor may be brought. (b) The Veeco Company Board, at a meeting duly called and heldheld in compliance with the requirements of ICL and the Company Charter Documents prior to the execution of this Agreement, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving determining that this Agreement and the Transactions are fair to, advisable, and in the best interests of the Company and Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (ii) approving the execution, delivery, and performance of this Agreement, and the consummation of the Merger and the other Transactions upon on the terms and subject to the conditions set forth in this Agreementherein, (iiiii) determining directing that the terms performance of this Agreement and the consummation of the Merger and the other Transactions be submitted to the Company Shareholders for their adoption and approval, and (iv) resolving to recommend that the Company Shareholders adopt and approve the performance of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy Transactions. As of the representations and warranties in Section 4.21, to the Knowledge date of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority such resolutions of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock Company Board have not been rescinded, modified or withdrawn in any other Equity Interests of Veeco is necessary to consummate the Transactionsway.

Authority; Execution and Delivery; Enforceability. (a) Veeco Rome has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform Agreement and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Rome of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco Rome of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoRome, subject subject, in the case of the Merger, to receipt of the Veeco Rome Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the TransactionsApproval (as defined in Section 3.04(c)). Veeco Rome has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Rome (the “Rome Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) duly adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions, (ii) determining and declaring that the terms of the Merger and the other Transactions are advisable and fair to, to and in the best interests of, Veeco of Rome and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its Rome’s stockholders adopt this Agreement Agreement, and (viv) declaring that this Agreement is advisable (advisable. The Rome Board has taken all action necessary in order that the “Veeco Recommendation”). (c) Assuming the accuracy limits on business combinations provided for in Section 203 of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies DGCL will not apply to this Agreement, the Merger or any other Transaction. To the knowledge of Rome, no other Transactions. state takeover statute or similar statute or regulation applies or purports to apply to Rome with respect to this Agreement, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Equity Interests of Veeco Rome Capital Stock necessary to approve and adopt this Agreement and the Transactions Merger is the adoption of this Agreement by the holders of a majority of the shares of Veeco outstanding Rome Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Rome Stockholder Approval”). No other The affirmative vote of the holders of Veeco Common Stock Rome Capital Stock, or any other Equity Interests of Veeco them, is not necessary to consummate any Transaction other than the TransactionsMerger.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement andAgreement, subject to the receipt of the Veeco Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The As of the date of this Agreement, (a) the Parent Board has approved the execution and delivery by Veeco Parent of this Agreement and the performance by Parent of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein, and (b) the Merger Sub Board has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable, fair to and in the best interests of Merger Sub and its sole stockholder and (ii) approved and declared advisable the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger on the terms and subject to the conditions set forth herein, in each case of clauses (a) and (b) above, at meetings duly called and held (or by unanimous written consent). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Other than the performance and compliance adoption of this Agreement by Veeco with each Parent, as sole stockholder of its obligations herein and Merger Sub, no other corporate proceedings (including, for the consummation by Veeco avoidance of the Transactions have been duly authorized by all necessary corporate action doubt, any stockholder approval) on the part of VeecoParent, subject to receipt Merger Sub or any of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes their respective Affiliates are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement. Each of the Transactions. Veeco Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, except in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable equity (the “Veeco RecommendationBankruptcy and Equity Exception”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco has Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform their obligations hereunder and comply with each of its obligations under to consummate the Mergers and the transactions contemplated by this Agreement andAgreement, subject to the receipt of the Veeco Trident Stockholder Approval, to consummate the Transactions. The execution Trident Board at a meeting duly called and held in compliance with the requirements of the DGCL and the Trident Certificate of Incorporation and the bylaws of Trident, has adopted resolutions, by unanimous vote of all directors (i) approving the execution, delivery by Veeco and performance of this Agreement and the consummation of the Mergers upon the terms and subject to the conditions contained herein; (ii) determining that this Agreement and the transactions contemplated hereby, including the Mergers and the issuance of the Stock Consideration, are advisable, fair to and in the best interests of Trident and its stockholders; (iii) recommending that Trident’s stockholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Trident’s stockholders at the Trident Stockholders’ Meeting; and (iv) approving the filing of the Form S-4. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Trident Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes Trident are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Mergers and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL and the Israeli Companies Law). Veeco has Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementSun, this Agreement constitutes its their legal, valid and binding obligation, enforceable against it them in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Boardaffirmative vote of the holders of a majority of the outstanding shares of Trident Common Stock as of the record date for the Trident Stockholders’ Meeting approving the adoption of this Agreement, at a meeting duly called and heldthe Mergers, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement the issuance of the shares of Parent Common Stock issuable upon the consummation of the Mergers and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable transactions contemplated hereby (the “Veeco RecommendationTrident Stockholder Approval”). (c) Assuming , is the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of the holders of any class or series of Equity Interests of Veeco Trident’s Capital Stock necessary to approve and adopt this Agreement, the Transactions is Mergers and the adoption of this Agreement by the holders of a majority consummation of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) Veeco Parent has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco adoption of this Agreement (i) by Parent as the sole shareholder of Merger Sub and (ii) by the holders of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon at the Parent Stockholders Meeting (the “Parent Stockholder Approval”) and the satisfaction of the closing conditions, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Parent of this Agreement, the performance and compliance by Veeco Parent with each of its obligations herein and the consummation by Veeco Parent of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoParent, subject to the receipt of the Veeco Parent Stockholder ApprovalApproval and to the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Veeco Parent and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Parent of the TransactionsTransactions to which it is a party. Veeco Parent has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub the Company of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Parent Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Common Stock Issuance”), are advisable, fair to, to and in the best interests of, Veeco of Parent and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, (iii) directing that this Agreement the Parent Common Stock Issuance be submitted to the stockholders of Veeco Parent for approval approval, and adoption, (iv) recommending that its the Parent stockholders adopt this Agreement and (v) declaring that this Agreement is advisable approve the Parent Common Stock Issuance (the “Veeco Parent Board Recommendation”). (c) Assuming Subject to the accuracy of the representations and warranties in Article 3, the Parent Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 4.21, to 203 of the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or Delaware General Corporation Law and any other similar Law applies are not applicable to this Agreement, Agreement and the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Parent necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Parent Stockholder Approval”). No other vote of the holders of Veeco Parent Common Stock or any other Equity Interests of Veeco Parent is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform Agreement and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation if required by Veeco of the Transactionsapplicable Law. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequitable remedies, whether considered in a proceeding at law or in equity). (b) The Veeco Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting approving and approving declaring advisable this Agreement Agreement, the Offer, the Merger and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreementother Transactions, (ii) determining that the terms of this Agreementthe Offer, the Merger and the other Transactions are fair to, to and in the best interests of, Veeco and its stockholdersof the stockholders of the Company, (iii) directing recommending that this Agreement be submitted the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the stockholders of Veeco for approval Offer and adoption, (iv) recommending that its the Company’s stockholders adopt this Agreement if the Company Stockholder Approval is required by applicable Law, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. Such resolutions are sufficient to render inapplicable to Parent, Holdings and (v) declaring that Merger Sub and this Agreement is advisable (Agreement, the “Veeco Recommendation”)Offer, the Merger or any other Transaction the provisions of Section 203 of the DGCL to the extent, if any, such Section would otherwise be applicable to this Agreement, the Offer, the Merger or any other Transaction. No other state takeover statute or similar statute or regulation applies to the Company with respect to this Agreement, the Offer, the Merger or any other Transaction. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests capital stock of Veeco the Company necessary to approve and adopt this Agreement and the Transactions Merger, if required by applicable Law, is the adoption of this Agreement by the holders of a majority of the shares of Veeco outstanding Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Company Stockholder Approval”). No other The affirmative vote of the holders of Veeco Common Stock any class or any other Equity Interests series of Veeco capital stock of the Company is not necessary to consummate the TransactionsOffer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein herein, and the consummation by Veeco it of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis Parent and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting approving the execution, delivery and approving performance of this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, Agreement and the Merger and the other Transactions are fair to, and in the best interests of, Veeco the Company and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco the Company for approval and adoption, (iv) recommending that its stockholders adopt vote in favor of the adoption of this Agreement (the “Company Board Recommendation”) and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)advisable. (c) Assuming Subject to the accuracy of the representations and warranties representation set forth in Section 4.214.8 hereof, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement, the Voting Agreement and the transactions contemplated hereby or thereby, including the Merger or the other Transactions. To the Knowledge of Veecothe Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to approve adopt this Agreement is the Transactions is affirmative vote for the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock Shares outstanding and entitled to vote thereon at the Veeco Stockholders Company Meeting (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the TransactionsMerger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery of this Agreement by Axcelis Parent and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforcement hereof may be subject to or limited by Laws (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting its creditors' rights generally and (ii) the enforcement affect of creditors’ rights generally, by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (which resolutions have not been rescinded or modified) (i) adopting and approving this Agreement and approving the consummation of Merger and the other Transactions upon to be performed or consummated by the Company in accordance with the terms and subject to the conditions set forth in of this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement are advisable and fair to, to and in the best interests of, Veeco of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the stockholders of Veeco for approval Company Stockholders Meeting and adoption, (iv) recommending that its the Company's stockholders adopt this Agreement and (v) declaring Agreement. The Company has taken all appropriate actions so that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy restrictions on business combinations contained in Section 203 of the representations and warranties in Section 4.21, DGCL will not apply with respect to the Knowledge or as a result of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or any other Transactions contemplated by this Agreement and the transactions contemplated hereby and thereby, without any further action on the part of the stockholders of the Company or the Company Board. No other Transactions. state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Merger or any other Transactions contemplated by this Agreement. (c) The only vote Company Rights Agreement has been amended so that (A) Parent, Merger Sub and any of holders their "Affiliates" or "Associates" (as such terms are defined in the Company Rights Agreement) are exempt from the definition of any class "Acquiring Person" contained in the Company Rights Agreement, and no "Shares Acquisition Date" or series "Distribution Date" (as such terms are defined in the Company Rights Agreement) will occur as a result of Equity Interests of Veeco necessary to approve the Transactions is the adoption execution of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests Transactions contemplated by this Agreement or the consummation of Veeco is necessary the Merger and (B) the Company Rights Agreement will terminate and the Company Rights will expire immediately prior to consummate the TransactionsEffective Time. The Company Rights Agreement, as so amended, has not been further amended or modified.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein herein, and the consummation by Veeco it of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Requisite Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis P▇▇▇▇▇ and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by applicable Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco BoardCompany Special Committee has (i) received from Rothschild & Co US Inc. (“Rothschild”) its written opinion (or an oral opinion to be confirmed in writing), to the effect that, as of the date of such opinion and, subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration payable to the holders of Shares (other than the Excluded Shares) is fair, from a financial point of view, to the Unaffiliated Stockholders (and as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect), (ii) determined that it is in the best interests of the Company and the Unaffiliated Stockholders and declared it advisable to enter into this Agreement and (iii) recommended that the Company Board approve and authorize this Agreement and the Merger. (c) The Company Board (acting on the unanimous recommendation of the Company Special Committee), at a meeting duly called and heldheld at which all directors of the Company Board were present, duly and unanimously (except for one (1) director recusing himself) by the directors present adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions Merger, are advisable, fair to, to and in the best interests of, Veeco of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of Veeco the Company for approval its adoption at the Company Meeting, and adoption, (iv) recommending that its the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Board Recommendation”), which resolutions, except as permitted by Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. (cd) Assuming The Company Board has taken all necessary actions so that the accuracy restrictions on business combinations set forth in Section 203 of the representations DGCL and warranties in Section 4.21any other similar Law are not applicable to this Agreement and the Transactions, to including the Knowledge of Veeco, no Merger or the other Transactions. No other takeover, anti-takeover, business combination, “fair price,” control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Requisite Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Ticketmaster has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Merger, to the receipt of the Veeco Ticketmaster Stockholder Approval, to consummate the Transactions. The execution Ticketmaster Board has adopted resolutions, by unanimous vote of all directors present at a meeting duly called at which a quorum of directors of Ticketmaster was present, (i) approving the execution, delivery and delivery by Veeco performance of this Agreement, (ii) determining that entering into this Agreement is in the performance best interests of Ticketmaster and compliance by Veeco with each of its obligations herein stockholders, (iii) declaring this Agreement and the consummation transactions contemplated by Veeco this Agreement advisable, and (iv) recommending that Ticketmaster’s stockholders adopt this Agreement and directing that this Agreement be submitted to Ticketmaster’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Ticketmaster Stockholders Meeting”). As of the Transactions date of this Agreement, such resolutions have not been duly authorized amended or withdrawn. Except for the adoption of this Agreement by all necessary corporate action on the part of Veeco, subject to receipt affirmative vote of the Veeco holders of a majority of the voting power of the outstanding shares of Ticketmaster Common Stock and Ticketmaster Series A Preferred Stock, voting together as a single class, entitled to vote at the Ticketmaster Stockholders Meeting (the “Ticketmaster Stockholder Approval”), and no other corporate proceedings on the part of Veeco and no other stockholder votes Ticketmaster are necessary to authorize or adopt this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco Ticketmaster has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis Live Nation and accession by Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco I▇▇▇▇▇▇ has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the transactions contemplated by this Agreement andAgreement, subject to the receipt of the Veeco Ironman Stockholder Approval, to consummate the Transactions. The execution Ironman Board at a meeting duly called and held in compliance with the requirements of the DGCL and the Ironman Certificate of Incorporation and the bylaws of Ironman, has adopted resolutions, by unanimous vote of all directors (i) approving the execution, delivery and performance of this Agreement; (ii) determining that entering into this Agreement is in the best interests of Ironman and its stockholders; (iii) declaring this Agreement and the transactions contemplated by Veeco this Agreement advisable; and (iv) recommending that I▇▇▇▇▇▇’s stockholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Ironman’s stockholders at the Ironman Stockholders’ Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Ironman Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes Ironman are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco I▇▇▇▇▇▇ has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis S▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Boardaffirmative votes of the holders of a majority of the outstanding shares of Ironman Common Stock as of the record date for the Ironman Stockholders’ Meeting, represented at a stockholder meeting duly called of Ironman in person or by proxy and heldvoting thereon, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving the adoption of this Agreement and (the consummation “Ironman Stockholder Approval”), is the only vote of the Transactions upon the terms holders of any class or series of Ironman’s Capital Stock necessary to approve and subject to the conditions set forth in this Agreement, (ii) determining that the terms of adopt this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy consummation of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionstransactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) Veeco Plum Creek has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the other transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Merger, to the receipt of the Veeco Plum Creek Stockholder Approval, to consummate the Transactions. The execution Board of Directors of Plum Creek (the “Plum Creek Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Plum Creek was present, (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Plum Creek and delivery by Veeco its stockholders, (iii) declaring this Agreement advisable, (iv) recommending that Plum Creek’s stockholders adopt this Agreement and directing that this Agreement be submitted to Plum Creek’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Plum Creek Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “Plum Creek Recommendation”) and (v) amending the Plum Creek By-Laws to include the provision set forth in Exhibit B. Such resolutions have not been amended or withdrawn as of the date of this Agreement, . Except for the performance and compliance adoption of this Agreement by Veeco with each of its obligations herein and the consummation by Veeco affirmative vote of the Transactions have been duly authorized by all necessary corporate action on the part holders of Veeco, subject to receipt a majority of the Veeco outstanding shares of Plum Creek Common Stock entitled to vote at the Plum Creek Stockholders Meeting (the “Plum Creek Stockholder Approval”), and no other corporate proceedings on the part of Veeco and no other stockholder votes Plum Creek are necessary to authorize authorize, adopt or approve this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL and the WBCA). Veeco Plum Creek has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementWeyerhaeuser, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) Plum Creek Board has adopted such resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject as are necessary to the conditions set forth in this Agreement, (ii) determining that the terms of render inapplicable to this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that transactions contemplated by this Agreement be submitted to the stockholders of Veeco for approval and adoption, restrictions on “business combinations” (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy as defined in Section 203 of the representations and warranties DGCL) as set forth in Section 4.21203 of the DGCL. No “fair price”, to the Knowledge of Veeco“moratorium”, no takeover, anti-takeover, business combination, “control share acquisition acquisition” or other similar antitakeover statute or similar Law statute or regulation applies with respect to this Agreement, the Merger or any of the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of transactions contemplated by this Agreement by the holders in respect of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the TransactionsPlum Creek.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Requisite Stockholder ApprovalApprovals, to consummate the TransactionsMerger. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein and herein, the consummation by Veeco it of the Transactions Merger have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Requisite Stockholder ApprovalApprovals, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the TransactionsMerger. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis Parent and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability: (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the enforcement of or relating to creditors’ rights generally, by ; and (B) is subject to general equitable principles or by of equity (the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought“Enforceability Limitations”). (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions Special Committee has unanimously: (i) adopting determined that it is advisable, fair to and approving in the best interests of the Company and its stockholders, including the stockholders of the Company holding the Unaffiliated Voting Shares, to enter into this Agreement and any other Transaction Document providing for the consummation of the Transactions Merger in accordance with DGCL, in each case upon the terms and subject to the conditions set forth in this Agreement, herein and therein; and (ii) determining recommended that the terms Company Board approve and adopt this Agreement and the Transaction Documents and recommend that the Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL. As of the date of this Agreement, none of the foregoing actions by the Special Committee have been rescinded or modified in any respect. (c) The Company Board, acting on the recommendation of the Special Committee, has by unanimous vote of the Non-Recused Directors: (i) determined that it is advisable, fair to and in the best interest of the Company and its stockholders, including the stockholders of the Company holding the Unaffiliated Voting Shares, to enter into this Agreement and the Transaction Documents and consummate the Merger upon the terms and subject to the conditions set forth herein and therein; (ii) approved the execution and delivery of this Agreement and the Transaction Documents by the Company, the performance by the Company of its covenants and other Transactions obligations hereunder and thereunder, and the consummation of the Merger upon the terms and conditions set forth herein; (iii) determined that the Voting and Support Agreements are fair advisable to, and in the best interests of, Veeco the Company and its stockholders, (iii) directing that this Agreement be submitted to including the stockholders of Veeco for approval holding the Unaffiliated Voting Shares; and adoption, (iv) recommending resolved to recommend that its stockholders the Stockholders adopt this Agreement and (v) declaring that this Agreement is advisable approve the Merger in accordance with the DGCL (the “Veeco Company Board Recommendation”). As of the date of this Agreement, none of the foregoing actions by the Company Board have been rescinded or modified in any respect. (cd) Assuming The Company Board has taken all necessary actions so that the accuracy restrictions on business combinations set forth in Section 203 of the representations DGCL and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, any other applicable anti-takeover, business combination, control share acquisition or similar Law applies and any similar provisions in the Charter and Bylaws are not applicable to this AgreementAgreement and the Merger. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Merger Company or the other Transactionsany of its Subsidiaries. The Requisite Stockholder Approvals are the only vote votes of holders of any class or series of capital stock or other Equity Interests of Veeco the Company necessary to approve the Transactions is the adoption of adopt this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding Agreement, and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No no other vote of the holders of Veeco Company Common Stock or any other Equity Interests of Veeco the Company is necessary to consummate the TransactionsMerger.

Authority; Execution and Delivery; Enforceability. (a) Veeco Omnicom has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Omnicom Stockholder ApprovalApproval and to the adoption of this Agreement by Omnicom as the sole stockholder of Omnicom Merger Sub, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Omnicom of this Agreement, the performance and compliance by Veeco Omnicom with each of its obligations herein and the consummation by Veeco Omnicom of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoOmnicom, subject to the receipt of the Veeco Omnicom Stockholder ApprovalApproval and to the adoption of this Agreement by Omnicom as the sole stockholder of Omnicom Merger Sub, and no other corporate proceedings on the part of Veeco Omnicom and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Omnicom of the TransactionsTransactions to which it is a party. Veeco Omnicom has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub IPG of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Omnicom Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions issuance of shares of Omnicom Common Stock in connection with the Merger (the “Omnicom Common Stock Issuance”), are advisable, fair to, to and in the best interests of, Veeco of Omnicom and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger and the Omnicom Common Stock Issuance, (iii) directing that this Agreement the Omnicom Common Stock Issuance be submitted to the stockholders of Veeco Omnicom for approval approval, and adoption, (iv) recommending that its the Omnicom stockholders adopt this Agreement and (v) declaring that this Agreement is advisable approve the Omnicom Common Stock Issuance (the “Veeco Omnicom Board Recommendation”). (c) Assuming Subject to the accuracy of the representations and warranties in Section 4.213.22, the Omnicom Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 912 of the New York Business Corporation Law and any other similar Law are not applicable to this Agreement and the Transactions. To the Knowledge of VeecoOmnicom, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Omnicom necessary to approve the Transactions is the adoption approval of this Agreement the Omnicom Common Stock Issuance by the holders of a majority of the shares of Veeco Omnicom Common Stock outstanding and entitled to vote voting thereon at the Veeco Omnicom Stockholders Meeting (the “Veeco Omnicom Stockholder Approval”). No other vote of the holders of Veeco Omnicom Common Stock or any other Equity Interests of Veeco Omnicom is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Jefferies has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approvalapproval referred to in Section 3.03(c) hereof, to consummate the TransactionsFirst Merger. The Jefferies’ execution and delivery by Veeco of this Agreement, the performance Agreement and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions First Merger have been duly authorized by all necessary corporate action on the part of VeecoJefferies, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco approval of the Transactionsstockholders of Jefferies. Veeco Jefferies has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except as such enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by general generally and except that the availability of the equitable principles remedy of specific performance or by injunctive relief is subject to the discretion of any Governmental Entity the court before which any Proceeding seeking enforcement proceeding may be brought). (b) The Veeco Board, at a meeting Board of Directors of Jefferies has duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) approving, adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in declaring advisable this Agreement, ; (ii) determining that the terms of entering into this Agreement, the Merger and the other Transactions are fair to, and Agreement is in the best interests of, Veeco of Jefferies and its stockholders, ; and (iii) directing recommending that this Agreement be submitted to the stockholders of Veeco for approval Jefferies approve and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)transactions contemplated thereby. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only affirmative vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares outstanding Common Shares on the record date for the determination of Veeco Common Stock outstanding and stockholders entitled to vote thereon at the Veeco Stockholders Jefferies Meeting (in favor of the “Veeco Stockholder Approval”). No other adoption of the First Merger Agreement and, if applicable, the affirmative vote of a majority of the outstanding Common Shares and a majority of the outstanding Preferred Shares, each voting as a separate class, to approve the Preferred Stock Amendment are the only votes of holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary Shares and Preferred Shares required to consummate the Transactionstransactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the TransactionsMerger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery of this Agreement by Axcelis Parent and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforcement hereof may be subject to or limited by Laws (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting the enforcement of its creditors’ rights generally, by generally and (ii) the affect of general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity). (b) The Veeco Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (which resolutions have not been rescinded or modified) (i) adopting and approving this Agreement and approving the consummation of Merger and the other Transactions upon to be performed or consummated by the Company in accordance with the terms and subject to the conditions set forth in of this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement are advisable and fair to, to and in the best interests of, Veeco of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the stockholders of Veeco for approval Company Stockholders Meeting and adoption, (iv) recommending that its the Company’s stockholders adopt this Agreement and (v) declaring Agreement. The Company has taken all appropriate actions so that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy restrictions on business combinations contained in Section 203 of the representations and warranties in Section 4.21, DGCL will not apply with respect to the Knowledge or as a result of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or any other Transactions contemplated by this Agreement and the transactions contemplated hereby and thereby, without any further action on the part of the stockholders of the Company or the Company Board. No other Transactionsstate takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Merger or any other Transactions contemplated by this Agreement. (c) The Company Rights Agreement has been amended so that (A) Parent, Merger Sub and any of their “Affiliates” or “Associates” (as such terms are defined in the Company Rights Agreement) are exempt from the definition of “Acquiring Person” contained in the Company Rights Agreement, and no “Shares Acquisition Date” or “Distribution Date” (as such terms are defined in the Company Rights Agreement) will occur as a result of the execution of this Agreement or any other Transactions contemplated by this Agreement or the consummation of the Merger and (B) the Company Rights Agreement will terminate and the Company Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, as so amended, has not been further amended or modified. (d) The only vote of holders of any class or series of Equity Interests the capital stock of Veeco the Company necessary to adopt this Agreement and approve the Transactions Merger is the adoption approval of this Agreement by the holders of a majority of the outstanding shares of Veeco Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Company Stockholder Approval”). No other The affirmative vote of the holders of Veeco Company Common Stock Stock, or any other Equity Interests of Veeco them, is not necessary to consummate any Transaction to be performed or consummated by the TransactionsCompany in accordance with the terms of this Agreement other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) Veeco Rome has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform Agreement and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Rome of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco Rome of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoRome, subject subject, in the case of the Merger, to receipt of the Veeco Rome Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the TransactionsApproval (as defined in Section 3.04(c)). Veeco Rome has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Rome (the "Rome Board"), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) duly adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions, (ii) determining and declaring that the terms of the Merger and the other Transactions are advisable and fair to, to and in the best interests of, Veeco of Rome and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its Rome's stockholders adopt this Agreement Agreement, and (viv) declaring that this Agreement is advisable (advisable. The Rome Board has taken all action necessary in order that the “Veeco Recommendation”). (c) Assuming the accuracy limits on business combinations provided for in Section 203 of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies DGCL will not apply to this Agreement, the Merger or any other Transaction. To the knowledge of Rome, no other Transactions. state takeover statute or similar statute or regulation applies or purports to apply to Rome with respect to this Agreement, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Equity Interests of Veeco Rome Capital Stock necessary to approve and adopt this Agreement and the Transactions Merger is the adoption of this Agreement by the holders of a majority of the shares of Veeco outstanding Rome Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco "Rome Stockholder Approval”"). No other The affirmative vote of the holders of Veeco Common Stock Rome Capital Stock, or any other Equity Interests of Veeco them, is not necessary to consummate any Transaction other than the TransactionsMerger.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein and the consummation by Veeco it of the Transactions Transactions, including the Merger, have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco the Company of the Transactions, including the Merger. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis P▇▇▇▇▇ and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Agreement and the other Transactions are fair to, to and in the best interests ofof the Company Stockholders, Veeco (ii) approving, adopting and its stockholdersdeclaring advisable this Agreement and the Transactions, (iii) directing that resolving to submit this Agreement be submitted to the stockholders of Veeco Company Stockholders for approval its adoption and adoption, (iv) recommending that its stockholders the Company Stockholders adopt and approve this Agreement and (v) declaring that this Agreement is advisable the Transactions (the “Veeco Company Board Recommendation”). (c) Assuming Subject to the accuracy of Section 4.7, the representations and warranties Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 4.21203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, to including the Merger or the other Transactions. To the Knowledge of Veecothe Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Company or any of its Subsidiaries. The only vote of holders of any class or series of Shares or other Equity Interests of Veeco the Company necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock voting power represented by the Shares that are outstanding and entitled to vote thereon at the Veeco Stockholders Company Meeting voting together as a single class (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock Shares or any other Equity Interests of Veeco the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, and to consummate the TransactionsTransactions applicable to such Party (in each case, other than the approval of Parent as the sole shareholder of Merger Sub). The execution and delivery by Veeco each of Parent and Merger Sub of this Agreement, the performance and compliance by Veeco Parent and Merger Sub with each of its obligations herein and the consummation by Veeco Parent and Merger Sub of the Transactions applicable to it have been duly and validly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder ApprovalParent and Merger Sub, and no other corporate proceedings or actions on the part of Veeco and no other stockholder votes Parent or Merger Sub are necessary to authorize the execution and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement or the consummation by Veeco ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the TransactionsTransactions to which it is a party (in each case, other than the approval of Parent as the sole shareholder of Merger Sub). Veeco Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub the Company of this Agreement, this Agreement constitutes its Parent and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms, except as limited by Laws that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally, by general and (ii) the remedy of specific performance and injunctive and other forms of equitable principles or by relief may be subject to equitable defenses and to the discretion of any the Governmental Entity Authority before which any Proceeding seeking enforcement Action therefor may be brought. (b) The Veeco BoardMerger Sub Board has adopted resolutions, at a meeting duly called and heldprior to the execution of this Agreement, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving determining that this Agreement and the Transactions are fair to, advisable, and in the best interests of Merger Sub and its sole shareholder and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors and (ii) approving and declaring advisable this Agreement, the execution, delivery, and performance of this Agreement, and the consummation of the Merger and the other Transactions upon on the terms and subject to the conditions set forth in herein. (c) The Parent Board has adopted resolutions, prior to the execution of this Agreement, (iii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco Parent and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement shareholders and (vii) approving and declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the execution, delivery and performance of this Agreement, and the consummation of the Merger or and the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Island has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Island Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco Island of this Agreement, the performance and compliance by Veeco Island with each of its obligations herein and the consummation by Veeco Island of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoIsland, subject to receipt of the Veeco Island Stockholder Approval, and no other corporate proceedings on the part of Veeco Island and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Island of the Transactions. Veeco Island has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Boat, Merger Sub A, Merger Sub B and Holdco of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Island (the “Island Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Mergers and the other Transactions are fair to, and in the best interests of, Veeco Island and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco Island for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Island Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of VeecoIsland, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Island necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Island Common Stock outstanding and entitled to vote thereon at the Veeco Island Stockholders Meeting (the “Veeco Island Stockholder Approval”). No other vote of the holders of Veeco Island Common Stock, Island Preferred Stock or any other Equity Interests of Veeco Island is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, the Principal Transaction Documents to perform and comply with each of its obligations under this Agreement which it is a party and, subject to the receipt of the Veeco Company Stockholder ApprovalApproval and assuming the accuracy of the representations set forth in Section 4.10, to consummate the Transactions. The execution Assuming the accuracy of the representations set forth in Section 4.10, execution, delivery and delivery performance by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Principal Transaction Document to which it is a party and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, Company and no other corporate proceedings on the part of Veeco and no other stockholder votes the Company or the Company Stockholders are necessary to authorize approve this Agreement or and to consummate the consummation by Veeco Transactions, subject, in the case of the Exchange Transactions, the issuance of shares of Class A Common Stock issuable pursuant to the Rights Offering Backstop Agreement, the adoption of the MIP and the filing of the Amended and Restated Charter with the Secretary of State of Delaware, to receipt of the Company Stockholder Approval and the Amended and Restated Charter Approval, respectively. Veeco The Company has duly and validly executed and delivered this Agreement each Principal Transaction Document to which it is a party, and, assuming the due authorization, execution and delivery by Axcelis of such Principal Transaction Documents on behalf of the other parties hereto and Merger Sub of this Agreementthereto, this Agreement each such Principal Transaction Document constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as subject to such enforceability potentially being limited by Laws (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally, by generally and (ii) general equitable principles (whether considered in a proceeding in equity or by at law) (the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought“Bankruptcy and Equity Exception”). (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions Finance Committee has (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining determined that the terms of this Agreement, the Merger Agreement and the other Transactions Principal Transaction Documents and the Transactions, including the Exchange Transactions, are fair to, and in the best interests of, Veeco the Company and its stockholdersthe Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders and declared it advisable that the Company enter into this Agreement and the other Principal Transaction Documents, and (iii) directing that this Agreement be submitted resolved to make the Finance Committee Recommendation to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Company Board. (c) Assuming The Company Board, acting upon the accuracy of Finance Committee Recommendation, at a meeting duly called and held, has (i) determined that the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption terms of this Agreement and the other Principal Transaction Documents and the Transactions, including the Exchange Transactions, are fair to, and in the best interests of, the Company and the Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders and declared it advisable that the Company enter into this Agreement and the other Principal Transaction Documents, (iii) approved the execution and delivery by the holders Company of a majority this Agreement and the other Principal Transaction Documents, the performance by the Company of its covenants and agreements contained herein and therein and the consummation of the shares of Veeco Common Stock outstanding Exchange Transactions and entitled the other Transactions upon the terms and subject to vote thereon at the Veeco conditions contained herein and in the other Principal Transaction Documents, and (iv) resolved to make to the Company Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock Company Board Recommendation, which resolutions have not been rescinded, modified or withdrawn in any other Equity Interests of Veeco is necessary to consummate the Transactionsway.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each Divesting Entity has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform which it will be a party and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the TransactionsAcquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each Divesting Entity has taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of this Agreement and the consummation of the Acquisition and the other transactions contemplated to be consummated by Veeco of it by this Agreement, and, prior to the performance Closing, each Divesting Entity will have taken all corporate or other entity action required by its organizational documents and compliance by Veeco with each applicable Law to authorize the execution and delivery of its obligations herein the Ancillary Agreements to which it will be a party and the consummation by Veeco of the Transactions have been duly authorized Acquisition and the other transactions contemplated to be consummated by it by such Ancillary Agreements. The Acquisition will not, when consummated, constitute a sale of all necessary corporate action on the part of Veeco, subject to receipt or substantially all of the Veeco Stockholder Approval, property and no other corporate proceedings on assets of Seller for purposes of recommendation n°2015-05 from the part French Autorité des marchés financiers or of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Erytech Inc. for purposes of Section 271 of the TransactionsDelaware General Corporation Law. Veeco Each of Seller and Erytech Inc. has duly and validly executed and delivered this Agreement Agreement, and, prior to the Closing, each Divesting Entity will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, the other parties thereto) this Agreement constitutes constitutes, and, as of the Closing, each such Ancillary Agreement will as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its termsterms subject, except as limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally, by generally and to general equitable principles (whether considered in a proceeding in equity or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (bat law) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco RecommendationEnforceability Exceptions”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the other agreements and instruments to perform be executed and comply delivered in connection with each of its obligations under this Agreement and, subject (the “Ancillary Agreements”) to the receipt of the Veeco Stockholder Approval, which it is a party and to consummate the Transactions, subject to receipt of the Stockholder Approval (as defined in (b) below). The execution and delivery by Veeco Seller of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein Ancillary Agreements to which it is a party and the consummation by Veeco Seller of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoSeller, subject to receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco Seller has duly and validly executed and delivered this Agreement andand the Ancillary Agreements to which it is a party, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Agreement constitutes and the Ancillary Agreements to which it is a party constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its termstheir terms subject, except as limited by Laws to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, by generally and to general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples. (b) The Veeco board of directors of Seller (the “Seller Board”), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of Ancillary Agreements to which it is a party and the Transactions upon the terms and subject to the conditions set forth in contemplated by this Agreement, and (ii) determining recommending that Seller’s stockholders approve the terms issuance of the Shares (the “Share Issuance”; such stockholder approval of the Share Issuance, the “Stockholder Approval”). Such resolutions are sufficient to render inapplicable to Purchaser, this Agreement and the Ancillary Agreements and the Transactions contemplated by this Agreement the provisions of Section 203 of the DGCL. To the best knowledge of Seller, no other state takeover statute or similar statute or regulation applies or purports to apply to Seller with respect to this Agreement, the Merger Ancillary Agreements and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that contemplated by this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)Agreement. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests Capital Stock necessary in connection with this Agreement or to consummate any of Veeco necessary to approve the Transactions contemplated by this Agreement is the adoption approval of this Agreement the Share Issuance by the holders of a majority of the shares of Veeco outstanding Common Stock, if Seller’s Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting is approved for listing (the “Veeco Stockholder ApprovalListing”). No other vote of ) on the holders of Veeco Common Nasdaq Stock or any other Equity Interests of Veeco is necessary Market (“Nasdaq”) prior to consummate the TransactionsShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) Veeco has Boat and Holdco have all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its their obligations under this Agreement and, subject to the receipt of the Veeco Boat Stockholder ApprovalApproval and to the adoption of this Agreement by Holdco as the sole stockholder of Merger Sub A and Merger Sub B, to consummate the TransactionsTransactions applicable to such party. The execution and delivery by Veeco Boat and Holdco of this Agreement, the performance and compliance by Veeco Boat and Holdco with each of its obligations herein and the consummation by Veeco Boat and Holdco of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoBoat and Holdco, subject to the receipt of the Veeco Boat Stockholder ApprovalApproval and to the adoption of this Agreement by Boat as the sole stockholder of Holdco, and no other corporate proceedings on the part of Veeco Boat and Holdco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco Boat and Holdco of the TransactionsTransactions to which it is a party. Veeco Each of Boat and Holdco has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub Island of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board of Directors of Boat (the “Boat Board”), at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger Mergers and the other Transactions are fair to, and in the best interests of, Veeco Boat and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco Boat for approval and adoption, (iv) recommending that its stockholders adopt this Agreement agreement and (v) declaring that this Agreement is advisable (the “Veeco Boat Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to To the Knowledge of VeecoBoat, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Boat necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Boat Common Stock outstanding and entitled to vote thereon at the Veeco Boat Stockholders Meeting (together, the “Veeco Boat Stockholder Approval”). No other vote of the holders of Veeco Boat Common Stock or any other Equity Interests of Veeco Boat is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to obtaining the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have has been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of obtaining the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyand remedies, or by general principles of equity governing the availability of equitable principles remedies, whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement in equity and except as rights to indemnity and contribution may be broughtlimited by state or federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) The Veeco Company Board, at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions that (i) adopting determined that this Agreement, the CVR Agreement and approving the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the consummation of the Transactions upon Transactions, in each case on the terms and subject to the conditions set forth in this Agreement, (iiiii) determining authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, and (iv) recommended that the terms holders of shares of Company Common Stock adopt this Agreement, the Merger Agreement and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing directed that this Agreement be submitted to the Company’s stockholders of Veeco at the Company Stockholders Meeting for approval and adoptionadoption (collectively, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Board Recommendation”). (c) Assuming the accuracy , which resolutions, as of the representations and warranties Agreement Date, have not been rescinded, modified or withdrawn in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionsway.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Veeco Stockholder ApprovalMerger if required by Law, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation Approval (if required by Veeco of the TransactionsLaw). Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms, except as to the extent that enforceability may be limited by Laws bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, by general equitable principles or and by the discretion effect of any Governmental Entity before which any Proceeding seeking enforcement may be broughtthe principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Veeco Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, and upon recommendation of the Special Committee, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement Agreement, the Offer, the Merger and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreementother Transactions, (ii) determining that the terms of this Agreement, the Offer and the Merger and are fair, from a financial point of view, to the other Transactions are fair to, and in the best interests of, Veeco Company and its stockholdersstockholders and that the Merger is advisable, (iii) directing recommending that this Agreement be submitted the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the stockholders of Veeco for approval Offer and adoption, (iv) recommending that its the Company's stockholders adopt approve this Agreement. No further corporate action is required by the Board of Directors of the Company, pursuant to the GBCC or otherwise, in order for the Company to approve this Agreement and (vor the transactions contemplated hereby. No state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Tender Agreements, the Offer, the Merger or any other Transaction. The Company has been advised by each of its directors that, as of the date of this Agreement, each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) declaring that this Agreement is advisable (of the “Veeco Recommendation”)Exchange Act. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Company Capital Stock necessary to approve and adopt this Agreement and the Transactions Merger is the adoption approval of this Agreement by the holders of a majority of the shares of Veeco outstanding Company Common Stock and the approval of at least two-thirds of the votes cast by the holders of outstanding and entitled to vote thereon at Company Common Stock (collectively, the Veeco Stockholders Meeting (the “Veeco "Company Stockholder Approval”"). No other The affirmative vote of the holders of Veeco Common Stock Company Capital Stock, or any other Equity Interests of Veeco them, is not necessary to consummate the TransactionsOffer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Parent and Sub has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, to perform and comply with each of its obligations under this Agreement and, subject to the receipt obtaining (i) approval of the Veeco issuance of Parent Common Stock in connection with the Merger and the approval of the issuance of the Parent Common Stock in connection with the Parent Financing (as defined in Section 6.19) by the affirmative vote of the holders of a majority in voting power of the shares of the Parent's Common Stock (including shares of Parent Series C Stock entitled to vote as a class with the Parent Common Stock) present in person or proxy at a properly convened meeting of Parent's shareholders and (ii) approval of the amendment to the Articles of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 30 million shares by the holders of a majority of the shares of Parent capital stock entitled to vote at such meeting (the "Parent Stockholder Approval"), to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Veeco each of Parent and Sub of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco it of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of VeecoParent and Sub and, subject to receipt of except for obtaining the Veeco Parent Stockholder Approval, and no other corporate proceedings action on the part of Veeco and no other stockholder votes are the Parent is necessary to authorize the execution and delivery by the Parent of this Agreement or and the Ancillary Agreements to which it is a party and the consummation by Veeco of the Transactionstransactions contemplated hereby and thereby. Veeco Parent, as sole stockholder of Sub, will adopt this Agreement immediately after execution and delivery hereof. Each of Parent and Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Parent Stockholder Approval with respect to the issuance of Parent Common Stock in connection with the Merger if required by the NASDAQ National Market), enforceable against it in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, by general equitable principles or and by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation effect of the Transactions upon the terms and subject to the conditions set forth principles of equity (regardless of whether enforceability is considered in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and a proceeding in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”equity or at law). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power requisite power, authority and authority legal capacity to execute and deliver this AgreementAgreement and each Ancillary Agreement to which the Company is a party, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder and thereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Veeco performance of this AgreementAgreement and the Ancillary Agreements to which the Company is a party, the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate required action on the part of Veecothe Company and, subject to receipt except for (i) the adoption of this Agreement and the Ancillary Agreements and the transactions contemplated hereunder and thereunder by the holders of the Veeco Stockholder ApprovalCompany Stock and (ii) the filing and recordation of appropriate merger documents as required by the DGCL, and no other corporate or other proceedings on the part of Veeco and no other stockholder votes the Company are necessary to authorize this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby. (b) When received by the Company, the requisite consent of the Company Stockholders along with a completed questionnaire from each stockholder containing customary representations for a private placement in a manner reasonably acceptable to Parent (collectively, the “Stockholders’ Consent”) shall comply in all respects with the Company’s certificate of incorporation and bylaws and the DGCL, no other vote of or action by the stockholders of the Company is required to adopt and approve this Agreement or to consummate the consummation by Veeco of Merger or the Transactions. Veeco other transactions contemplated hereby. (c) This Agreement has been duly and validly authorized, executed and delivered this Agreement andand constitutes, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligationobligations of the Company, enforceable against it the Company in accordance with its terms, terms (i) except as enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related to laws affecting the enforcement of creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”equity). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Seller and the Subsidiary Transferors, as applicable, has all necessary requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreementthe Ancillary Agreements to which it is, or is specified to be, a party, to perform and comply with each of its obligations under this Agreement andhereunder or thereunder, subject to the receipt of the Veeco Stockholder Approvalas applicable, and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Veeco each of Seller and the Subsidiary Transferors, as applicable, of this AgreementAgreement and the Ancillary Agreements to which it is, the performance and compliance by Veeco with each of its obligations herein or is specified to be, a party and the consummation by Veeco Seller and the Subsidiary Transferors of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of VeecoSeller and the Subsidiary Transferors, subject to receipt of the Veeco Stockholder Approvalas applicable, and no other corporate proceedings action on the part of Veeco and no other stockholder votes are Seller or the Subsidiary Transferors is necessary to authorize this Agreement or the Ancillary Agreements or the consummation by Veeco of the TransactionsAcquisition or the other transactions contemplated hereby or thereby. Veeco Seller has duly and validly executed and delivered this Agreement and, prior to the Closing, each of Seller and the Subsidiary Transferors will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementPurchaser, this Agreement constitutes its Seller’s, and each Ancillary Agreement to which Seller and/or a Subsidiary Transferor is, or is specified to be, a party will, after execution and delivery by Seller and/or such Subsidiary Transferor, as applicable, constitute Seller’s and/or such Subsidiary Transferor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms generally and subject to the conditions set forth general principles of equity, regardless of whether considered in this Agreement, a proceeding in equity or at Law (ii) determining that the terms of this Agreementcollectively, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco RecommendationEnforceability Exceptions”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Each of Biovail, BAC and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the other transactions contemplated by this Agreement andAgreement, subject subject, in the case of the Share Issuance and the Valeant Stock Plan Assumption, to the receipt of the Veeco Biovail Stockholder Approval, to consummate the Transactions. The Board of Directors of Biovail (the “Biovail Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Biovail was present, (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Biovail and its stockholders, (iii) declaring this Agreement advisable, (iv) recommending that Biovail’s stockholders vote in favor of (A) approval of the issuance of Biovail Common Stock constituting the Merger Consideration, (B) the change of Biovail’s name to “Valeant Pharmaceuticals International, Inc.” (the “Name Change”) and (C) the issuance of Biovail Common Stock under Valeant Stock Plans, outstanding Valeant Stock Options and Valeant Restricted Stock Units assumed by Biovail pursuant to the Valeant Stock Plan Assumption (the “Share Issuance”) and the Valeant Stock Plan Assumption and directing that the Share Issuance and the Valeant Stock Plan Assumption be submitted to Biovail’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Biovail Stockholders Meeting”) and (v) subject to the discretion of the Board of the Combined Company, determining that the Post-Merger Special Dividend will be in the best interests of the Combined Company and its stockholders and that it is the intention of those directors of Biovail that will continue as directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Merger Sub and BAC, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that BAC, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to BAC, as sole stockholder of Merger Sub, for adoption. Such resolutions have not been amended or withdrawn as of the date of this Agreement. BAC, as sole stockholder of Merger Sub, will, immediately following the execution and delivery of this Agreement by Veeco each of the parties hereto, adopt this Agreement. The Board of Directors of BAC has adopted resolutions (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of BAC and Biovail, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Biovail, as sole stockholder of BAC, adopt this Agreement and directing that this Agreement be submitted to Biovail, as sole stockholder of BAC, for adoption. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Biovail, as sole stockholder of BAC, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. Except (A) in the case of the Share Issuance and the Valeant Stock Plan Assumption, for the approval of the Share Issuance and Valeant Stock Plan Assumption, respectively, by the affirmative vote of the holders of a majority of the shares of Biovail Common Stock represented in person or by proxy at the Biovail Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual and by Section 611(c) and Section 613, respectively, of the Toronto Stock Exchange (“TSX”) Company Manual and the approval of the Name Change by the affirmative vote of the holders of a majority of not less than two-thirds of the votes cast in respect of such resolution at the Biovail Stockholders Meeting as required by Section 173 of the CBCA (collectively, the performance “Biovail Stockholder Approval”) and compliance by Veeco with each of its obligations herein and (B) solely in the consummation by Veeco case of the Transactions have been duly authorized Merger, for the adoption of this Agreement (1) by all necessary corporate action on Biovail as the part sole stockholder of Veeco, subject to receipt of the Veeco Stockholder ApprovalBAC, and (2) by BAC as the sole stockholder of Merger Sub, no other corporate proceedings on the part of Veeco and no other stockholder votes Biovail, BAC or Merger Sub are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco Each of Biovail and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this AgreementValeant, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco BoardNo “fair price”, at a meeting duly called and held“moratorium”, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition acquisition” or other similar antitakeover statute or similar Law statute or regulation applies with respect to this Agreement, the Merger or any of the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of transactions contemplated by this Agreement by the holders in respect of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock Biovail or any other Equity Interests of Veeco is necessary to consummate the TransactionsMerger Sub.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the other Ancillary Documents to perform and comply with each of its obligations under this Agreement which it is a party and, subject to obtaining the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution execution, delivery and delivery performance by Veeco the Company of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein other Ancillary Documents to which it is a party and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of obtaining the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and the other Ancillary Documents to which it is a party, and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes and the other Ancillary Documents to which the Company is a party constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequitable remedies (the “Bankruptcy and Equity Exception”)). (b) The Veeco Board, at a meeting Company Board duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving determining that this Agreement and the consummation Transactions, including the Merger, are in the best interests of the Transactions upon Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, in each case, on the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) recommending that the holders of shares of Company Common Stock vote in favor of approving and adopting this Agreement and directing that this Agreement be submitted to the Company’s stockholders of Veeco for approval and adoptionadoption (collectively, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, which resolutions, except to the Knowledge of Veecoextent permitted by Section 5.02(f), no takeoverhave not been rescinded, anti-takeover, business combination, control share acquisition modified or similar Law applies to this Agreement, the Merger or the other Transactionswithdrawn in any way. The only affirmative vote (in person or by written consent, including by obtaining the Written Consent) of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the outstanding shares of Veeco Company Common Stock outstanding in favor of approving and entitled to vote thereon at the Veeco Stockholders Meeting adopting this Agreement (the “Veeco Company Stockholder Approval”). No other ) is the only vote or approval of the holders of Veeco Company Common Stock or any other Equity Interests of Veeco is the Company necessary to adopt this Agreement or approve the Merger or other Transactions, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the TransactionsMerger or the other Transactions (other than the filing of the Certificate of ▇▇▇▇▇▇ with the Secretary of State of the State of Delaware). (c) No state takeover statute, “business combination,” “control share acquisition,” “fair price,” “moratorium,” “interested stockholder,” “affiliate transaction” or similar Law, and no analogous provision in the Company Charter or the Company Bylaws, applies to the Company with respect to this Agreement, the Merger or any other Transaction. The Company has elected in its certificate of incorporation not to be governed by Section 203 of the DGCL and accordingly, the provisions of Section 203 of the DGCL are inapplicable to this Agreement, the Merger or any other Transaction. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company is subject, party or otherwise bound.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary power requisite power, authority and authority legal capacity to execute and deliver this AgreementAgreement and each Ancillary Agreement to which the Company is a party, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, hereunder and thereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Veeco performance of this AgreementAgreement and the Ancillary Agreements to which the Company is a party, the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate required action on the part of Veecothe Company and, subject to receipt except for (i) the adoption of this Agreement and the Ancillary Agreements and the transactions contemplated hereunder and thereunder by the holders of the Veeco Stockholder ApprovalCompany Stock and (ii) the filing and recordation of appropriate merger documents as required by the DGCL, and no other corporate or other proceedings on the part of Veeco and no other stockholder votes the Company are necessary to authorize this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby. (b) When received by the Company, the requisite consent of the Company Stockholders along with a completed questionnaire from each stockholder containing customary representations for a private placement in a manner reasonably acceptable to Parent (collectively, the “Stockholders’ Consent”) shall comply in all respects with the Company’s certificate of incorporation and bylaws and the DGCL; provided that the Stockholders’ Consent is signed by the holders of all of the outstanding shares of Company Stock entitled to vote thereon treating the outstanding shares of Common Stock and Preferred Stock together as a single class (treating each share of Preferred Stock as the number of shares of Common Stock into which it is convertible) and by the holders of all of the outstanding shares of Preferred Stock treating the outstanding shares of Preferred Stock as a single class (treating each share of Preferred Stock as the number of shares of Common Stock into which it is convertible), no other vote of or action by the stockholders of the Company is required to adopt and approve this Agreement or to consummate the consummation by Veeco of Merger or the Transactions. Veeco other transactions contemplated hereby. (c) This Agreement has been duly and validly authorized, executed and delivered this Agreement andand constitutes, assuming the upon due authorization, execution and delivery by Axcelis and Merger Sub of this Agreementdelivery, this Agreement constitutes its legalwill constitute, valid and binding obligationobligations of the Company, enforceable against it the Company in accordance with its terms, their respective terms (i) except as enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related to laws affecting the enforcement of creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”equity). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco IPG has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco IPG Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco IPG of this Agreement, the performance and compliance by Veeco IPG with each of its obligations herein and the consummation by Veeco IPG of the Transactions have been duly authorized by all necessary corporate action on the part of VeecoIPG, subject to the receipt of the Veeco IPG Stockholder Approval, and no other corporate proceedings on the part of Veeco IPG and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco IPG of the Transactions. Veeco IPG has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇▇ and Omnicom Merger Sub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco IPG Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this AgreementTransactions, including the Merger and the other Transactions Merger, are advisable, fair to, to and in the best interests of, Veeco of IPG and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of Veeco IPG for approval and its adoption, and (iv) recommending that its IPG’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco IPG Board Recommendation”). (c) Assuming Subject to the accuracy of the representations and warranties in Section 4.214.22, the IPG Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions. To the Knowledge of VeecoIPG, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco IPG necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco IPG Common Stock outstanding and entitled to vote thereon at the Veeco IPG Stockholders Meeting (the “Veeco IPG Stockholder Approval”). No other vote of the holders of Veeco IPG Common Stock or any other Equity Interests of Veeco IPG is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco Seller has all necessary full limited liability company power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform which it is a party and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Initial Transactions and the Second Transactions (collectively, excluding any Facilitated Transaction, the “Transactions”). The execution and delivery by Veeco Seller of this Agreement, Agreement and the performance and compliance by Veeco with each of its obligations herein Ancillary Agreements to which it is a party and the consummation by Veeco Seller of the Transactions have been duly authorized by all necessary corporate action on the part limited liability company action. No votes of Veeco, subject to receipt holders of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes membership interests (or any class or series thereof) in Seller are necessary to approve and authorize this Agreement Agreement, the Ancillary Agreements to which Seller is a party or the consummation by Veeco of the Transactions, other than any such votes, authorizations or approvals that have been obtained and are in effect. Veeco Seller has duly and validly executed and delivered this Agreement and, assuming and each Ancillary Agreement to which it is a party and which is to be executed and delivered at the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, this Initial Closing. This Agreement constitutes its and each Ancillary Agreement when it is executed and delivered as provided herein will constitute, the Seller’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Board, at a meeting duly called NSLP has full limited partnership power and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting authority to execute and approving deliver this Agreement and to consummate the Transactions (to the extent applicable to NSLP). Each of NSGP and NSLP has full limited liability company or partnership, as applicable, power and authority to execute and deliver the Ancillary Agreements to which it is a party and to consummate the related Transactions (to the extent applicable to NSGP or NSLP). The execution and delivery by each of NSGP and NSLP of this Agreement and/or the Ancillary Agreements to which it is a party, as applicable, and the consummation by NSGP and NSLP of the Transactions upon the terms and subject (to the conditions set forth extent applicable to NSGP or NSLP) have been duly authorized by all necessary limited liability company or partnership action of NSGP or NSLP, as applicable. No votes of holders of the ownership interests (or any class or series thereof) in this Agreement, (ii) determining that the terms of NSGP or NSLP is necessary to approve and authorize this Agreement, the Merger Ancillary Agreements to which NSGP or NSLP is a party or the Transactions (to the extent applicable to NSGP or NSLP), other than any such votes, authorizations or approvals that have been obtained and are in effect. Each of NSGP and NSLP has duly executed and delivered each Ancillary Agreement to which it is a party and which is to be executed and delivered at the other Transactions are fair to, and Initial Closing. This Agreement (in the best interests ofcase of NSLP) constitutes and each Ancillary Agreement when it is executed and delivered as provided herein will constitute, Veeco NSLP’s and/or NSGP’s legal, valid and binding obligation, as applicable, enforceable against such party in accordance with its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”)terms. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Veeco Stockholder ApprovalMerger if required by Law, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject subject, in the case of the Merger, to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation Approval (if required by Veeco of the TransactionsLaw). Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis and Merger Sub of this Agreement, and this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms, except as to the extent that enforceability may be limited by Laws bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the 8 enforcement of creditors’ ' rights generally, by general equitable principles or and by the discretion effect of any Governmental Entity before which any Proceeding seeking enforcement may be broughtthe principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Veeco Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement Agreement, the Offer, the Merger and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreementother Transactions, (ii) determining that the terms of the Offer and the Merger are fair, from a financial point of view, to the Company and its stockholders and that the Merger is advisable, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (iv) recommending that the Company's stockholders approve this Agreement. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted provisions of Section 203 of the DGCL. No state takeover statute or similar statute or regulation applies or purports to apply to the stockholders Company with respect to this Agreement, the Tender Agreements, the Offer, the Merger or any other Transaction. The Company has been advised by each of Veeco for approval its directors and adoptionexecutive officers that, (ivas of the date of this Agreement, each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (of the “Veeco Recommendation”)Exchange Act. (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco Company Capital Stock necessary to approve and adopt this Agreement and the Transactions Merger is the adoption approval of this Agreement by the holders of a majority of the shares of Veeco outstanding Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco "Company Stockholder Approval”"). No other The affirmative vote of the holders of Veeco Common Stock Company Capital Stock, or any other Equity Interests of Veeco them, is not necessary to consummate the TransactionsOffer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Company Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco the Company with each of its obligations herein herein, and the consummation by Veeco it of the Transactions have been duly authorized by all necessary corporate action on the part of Veecothe Company, subject to receipt of the Veeco Company Stockholder Approval, and no other corporate proceedings on the part of Veeco the Company and no other stockholder votes are necessary to authorize the execution, delivery and performance by the Company of this Agreement or the consummation by Veeco the Company of the Transactions. Veeco The Company has duly and validly executed and delivered this Agreement and, assuming the due and valid authorization, execution and delivery by Axcelis Parent and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Company Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (ia) adopting determining that this Agreement, the Support Agreement and the Transactions, are advisable, fair to and in the best interests of the Company and its stockholders, (b) (x) approving and declaring advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions upon Transactions, and (y) approving the terms Support Agreement and subject to the conditions set forth in this Agreementexecution, delivery and performance thereof, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iiic) directing that this Agreement be submitted to the stockholders of Veeco the Company for approval their adoption and adoption, (ivd) recommending that its the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Company Board Recommendation”). (c) Assuming the accuracy The Company does not have in effect any rights plan or “poison pill” or other similar anti-takeover instrument. No restrictions on “business combinations” set forth in Section 203 of the representations DGCL, any “moratorium,” “fair price” statute, “control share acquisition” and warranties in Section 4.21, to the Knowledge of Veeco, no any other takeover, anti-takeover, business combination, control share acquisition takeover or similar Law (collectively, “Anti-Takeover Law”) in effect on the date hereof applies or purports to apply to this Agreement, the Support Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests shares of Veeco capital stock of the Company necessary to approve the Transactions adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock Shares outstanding and entitled to vote thereon at the Veeco Stockholders Company Meeting (the “Veeco Company Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests shares of Veeco capital stock of the Company is necessary to consummate the Transactions. As of the date of this Agreement, the Company has not waived or amended (as applicable) any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute execute, deliver and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, and to consummate the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting (the “Company Stockholder Approval”). The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein hereunder and the consummation by Veeco the Company of the Transactions have has been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Stockholder Approval, Company and no other corporate proceedings action or proceeding on the part of Veeco and no other stockholder votes are the Company is necessary to authorize the execution, delivery and performance of this Agreement or by the Company and the consummation by Veeco of the Transactions, subject, in the case of the Merger, to the Company Stockholder Approval. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇▇▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any equitable remedies, whether considered in a Proceeding seeking enforcement may be broughtat law or in equity). (b) The Veeco Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly and unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) approving and declaring advisable the execution and delivery of the Voting and Support Agreements, (iii) determining that the Merger and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iv) directing that the adoption of this Agreement be submitted to a vote of the Company’s stockholders at the Company Stockholders Meeting, and (v) subject to the terms and conditions of this Agreement, recommending that the holders of Company Common Stock approve the adoption of this Agreement and approve the consummation of the Transactions upon Merger on the terms and subject to the conditions set forth herein (the recommendation set forth in subclause (iv) of this AgreementSection 3.04(b), (iithe “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn in any way, except as expressly permitted by Section 5.02(e) determining that or Section 5.02(f). Assuming the terms of representations and warranties set forth in Section 4.08 are true and correct, such resolutions are sufficient to render inapplicable to Parent and Merger Sub and this Agreement, the Merger and or any other Transaction the other Transactions are fair to, and in provisions of Section 203 of the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted DGCL to the stockholders of Veeco for approval extent, if any, such section would otherwise be applicable to this Agreement, the Merger or any other Transaction and adoptionno other “fair price,” “moratorium,” “control share acquisition” or state takeover statute or similar statute or regulation applies to the Company with respect to this Agreement, (iv) recommending that its stockholders adopt this Agreement the Voting and (v) declaring that this Agreement is advisable (Support Agreements, the “Veeco Recommendation”)Merger or any other Transaction. (c) Assuming the accuracy of the representations and warranties set forth in Section 4.214.08 are true and correct, to other than the Knowledge of VeecoCompany Stockholder Approval, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of the holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority capital stock of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco Company is necessary to adopt this Agreement or to approve and consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform consummate the Merger and comply with each of its obligations under the other transactions contemplated by this Agreement and(the “Transactions”), subject to the receipt approval of the Veeco stockholders of the Company and the filing of the Certificate of Merger pursuant to Section 1.03. The delivery of the Stockholder Written Consent constitutes the Stockholder Approval, to consummate the Transactions. The execution and delivery by Veeco the Company of this Agreement, the performance and compliance by Veeco with each of its obligations herein Agreement and the consummation by Veeco the Company of the Transactions have has been duly and validly authorized by all necessary corporate action on the part of Veecothe Company, subject to the receipt of the Veeco Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes are necessary to authorize this Agreement or the consummation by Veeco approval of the Transactionsstockholders of the Company. Veeco The Company has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Axcelis Parent and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any equitable remedies, whether considered in a Proceeding seeking enforcement may be broughtat law or in equity). (b) The Veeco Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly adopted resolutions unanimously (except for one (1i)(A) director recusing himself) adopted resolutions (i) adopting and approving this Agreement determining that the Merger and the consummation of the Transactions upon other Transactions, on the terms and subject to the conditions set forth in this Agreementherein, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco the Company and its stockholders, (iiiB) approving and declaring advisable this Agreement, the Merger and the other Transactions, on the terms and subject to the conditions set forth herein, and (C) recommending that the holders of Company Common Stock vote (including by written consent) in favor of adopting this Agreement (the recommendation in this clause (C), the “Company Board Recommendation”) and (ii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Company Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionsfor their adoption.

Authority; Execution and Delivery; Enforceability. (a) Veeco Subject to the applicable provisions of the Bankruptcy Code and the entry and effectiveness of the Sale Order, each Selling Entity has all necessary power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations under this Agreement hereunder and thereunder and, subject to the receipt upon entry and effectiveness of the Veeco Stockholder ApprovalSale Order, in accordance with the terms hereof, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Veeco the Selling Entities of this AgreementAgreement and the other Transaction Documents to which any Selling Entity is a party, the performance and compliance by Veeco the Selling Entities with each of its their obligations herein and therein, and the consummation by Veeco it of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of Veeco, subject to receipt of the Veeco Stockholder ApprovalSelling Entities, and no other corporate or similar proceedings on the part of Veeco the Selling Entities and no other stockholder equityholder votes are necessary to authorize this Agreement and the other Transaction Documents, or the consummation by Veeco the Selling Entities of the Transactionstransactions contemplated hereby or thereby, subject to the entry and effectiveness of the Sale Order. Veeco Each Selling Entity has duly and validly executed and delivered this Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by Axcelis the Buyer and Merger TEPH Sub of this AgreementAgreement and the other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms, except as limited subject in all cases to (a) the entry and effectiveness of the Sale Order and (b) limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples. (b) The Veeco Board, at a meeting duly called and held, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Veeco ▇▇▇▇▇▇▇ has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under hereunder and to consummate the Merger and the transactions contemplated by this Agreement andAgreement, subject to the receipt of the Veeco Ironman Stockholder Approval, to consummate the Transactions. The execution Ironman Board at a meeting duly called and held in compliance with the requirements of the DGCL and the Ironman Certificate of Incorporation and the bylaws of Ironman, has adopted resolutions, by unanimous vote of all directors (i) approving the execution, delivery and performance of this Agreement; (ii) determining that entering into this Agreement is in the best interests of Ironman and its stockholders; (iii) declaring this Agreement and the transactions contemplated by Veeco this Agreement advisable; and (iv) recommending that ▇▇▇▇▇▇▇’s stockholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Ironman’s stockholders at the Ironman Stockholders’ Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by Veeco with each of its obligations herein and the consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to receipt of the Veeco Ironman Stockholder Approval, and no other corporate proceedings on the part of Veeco and no other stockholder votes Ironman are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Merger and the other transactions contemplated by Veeco this Agreement (except for the filing of the Transactionsappropriate merger documents as required by the DGCL). Veeco ▇▇▇▇▇▇▇ has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Axcelis ▇▇▇ and Merger Sub of this AgreementSub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Veeco Boardaffirmative votes of the holders of a majority of the outstanding shares of Ironman Common Stock as of the record date for the Ironman Stockholders’ Meeting, represented at a stockholder meeting duly called of Ironman in person or by proxy and heldvoting thereon, unanimously (except for one (1) director recusing himself) adopted resolutions (i) adopting and approving the adoption of this Agreement and (the consummation “Ironman Stockholder Approval”), is the only vote of the Transactions upon the terms holders of any class or series of Ironman’s Capital Stock necessary to approve and subject to the conditions set forth in this Agreement, (ii) determining that the terms of adopt this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy consummation of the representations and warranties in Section 4.21, to the Knowledge of Veeco, no takeover, anti-takeover, business combination, control share acquisition or similar Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of the holders of Veeco Common Stock or any other Equity Interests of Veeco is necessary to consummate the Transactionstransactions contemplated hereby.