Shares NEXX SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2011 • Nexx Systems Inc • Semiconductors & related devices • New York
NEXX Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2010, by and between NEXX Systems, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
ContractWarrant Agreement • February 11th, 2010 • Nexx Systems Inc • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
Date: _________________________________________ Re: NEXX Systems, Inc. - Incentive Stock Option Grant Dear ____________________ :Nexx Systems Inc • February 11th, 2010 • Delaware
It is with pleasure I hereby inform you that the Compensation Committee of the Board of Directors of NEXX Systems, Inc. (the “NEXX Systems”) has granted you an incentive stock option to purchase up to ______________ shares of the NEXX Systems’ Common Stock at an exercise price of $___________ per share.
KEY EMPLOYEE AGREEMENTKey Employee Agreement • February 11th, 2010 • Nexx Systems Inc • Massachusetts
The undersigned, NEXX SYSTEMS, INC., a Delaware corporation, as well as its successors and assigns (hereinafter collectively referred to as the “Company”) and John M. Bowers, of Lexington, Massachusetts, in consideration of and as a condition of your employment or continued employment by the Company, hereby agree as follows:
Export-Import Bank of the United States Working Capital Guarantee Program Borrower AgreementBorrower Agreement • June 30th, 2010 • Nexx Systems Inc • Semiconductors & related devices
THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).
NEXX SYSTEMS, INC. WARRANT TO PURCHASE CAPITAL STOCKPurchase Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Massachusetts
This warrant (the “Warrant”) is being issued in connection with the purchase by the Warrantholder of a Subordinated Convertible Promissory Note (the “Note”) of the Company in the principal amount set forth on the signature page hereto. The Note is one of a series of similar Subordinated Convertible Promissory Notes (the Note and such Subordinated Convertible Promissory Notes shall collectively be referred to as the “Notes”) being issued by the Company to certain purchasers in the aggregate principal amount of up to $2,500,000 pursuant to the terms of a Subordinated Convertible Note and Warrant Purchase Agreement dated as of October 31, 2007 (the “Purchase Agreement”) by and among the Company and certain Purchasers named therein (the “Purchasers”), including the Warrantholder, and this Warrant is one of a series of similar Warrants (this Warrant and such other Warrants shall collectively be referred to as the “Warrants”) being issued by the Company to such Purchasers in connection with
NEXX SYSTEMS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 27, 2009Investor Rights Agreement • February 11th, 2010 • Nexx Systems Inc • Delaware
This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of the date set forth above (the “Effective Date”) by and among Nexx Systems, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock” and, collectively with the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the “Securities”) listed on Exhibit A hereto, as may be updated from time to time. The holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock shall be referred to hereinafter as the “Investors” and each individually as an “In
AMENDMENT NO. 1 TO WARRANTWarrant • July 22nd, 2011 • Nexx Systems Inc • Semiconductors & related devices
This Amendment No. 1 to Warrant (“Amendment”), is made, delivered, and effective as of the Effective Date by and between NEXX SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking association (“Comerica”) in order to amend the Warrant to Purchase Stock dated June 10, 2011 issued by Borrower to Comerica Bank (“Warrant”).
FIRST AMENDMENT TO WARRANTFirst Amendment to Warrant • February 11th, 2010 • Nexx Systems Inc
This First Amendment to Warrant (this “Amendment”) is entered into as of July 25, 2008, by and between Hercules Technology Growth Capital, Inc. (“Holder”) and NEXX Systems, Inc. (“Company”).
KEY EMPLOYEE AGREEMENTKey Employee Agreement • February 11th, 2010 • Nexx Systems Inc • Massachusetts
JOINT DEVELOPMENT AGREEMENT - BETWEEN - INTERNATIONAL BUSINESS MACHINES CORPORATION ANDJoint Development Agreement • June 8th, 2010 • Nexx Systems Inc • Semiconductors & related devices • New York
This JOINT DEVELOPMENT AGREEMENT ("Agreement") is effective as of the last date of signature hereunder ("Effective Date") between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation with a place of business at 2070 Route 52, Hopewell Junction, New York 12533 ("IBM") and NEXX SYSTEMS, INC. ("NEXX"), a Delaware corporation with a place of business at 900 Middlesex Turnpike Building 6, Billerica, MA 01821-3929. IBM and NEXX may be individually referred to herein as a "Party" or collectively as the "Parties".
JOINT DEVELOPMENT AGREEMENT - BETWEEN - INTERNATIONAL BUSINESS MACHINES CORPORATION AND NEXX SYSTEMS, INC.Joint Development Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • New York
This JOINT DEVELOPMENT AGREEMENT (“Agreement”) is effective as of the last date of signature hereunder (“Effective Date”) between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation with a place of business at 2070 Route 52, Hopewell Junction, New York 12533 (“IBM”) and NEXX SYSTEMS, INC. (“NEXX”), a Delaware corporation with a place of business at 900 Middlesex Turnpike Building 6, Billerica, MA 01821-3929. IBM and NEXX may be individually referred to herein as a “Party” or collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2010 • Nexx Systems Inc • Massachusetts
This Employment Agreement (the “Agreement”), made and entered into this 7th day of August, 2001 (the “Effective Date”), by and between NEXX Systems LLC, a Delaware limited liability corporation with its principal offices located at 90 Industrial Way, Wilmington, MA 01877, (“NEXX” or the “Company”), and Dr. Richard S. Post (the “Executive”), an individual residing at 33 Fairbanks Road, Lexington, MA 02173.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Maryland
This License Agreement (“Agreement”) is entered into as of this 21 day of Dec, 1999, between Arthur Keigler, an individual residing at [*] (“Inventor”) and All Wet Technology, Inc., a Delaware Corporate with its principal office at [*] (Licensee).
NEXX SYSTEMS, INC. PROPRIETARY INFORMATION AND INVENTIONS AND NON-COMPETITION AGREEMENTNon-Competition Agreement • February 11th, 2010 • Nexx Systems Inc
Effective as of the first day of my employment by the Company, the following confirms an agreement between NEXX Systems, Inc., a Delaware corporation (the Company), and me, the individual identified on the signature page to this Agreement. This Agreement is a material part of the consideration for my employment and continued employment by the Company. In exchange for the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ContractLicense Agreement • June 8th, 2010 • Nexx Systems Inc • Semiconductors & related devices
[ * ] =Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
June 25, 2010Nexx Systems Inc • June 30th, 2010 • Semiconductors & related devices
Development Agreement (hereinafter referred to as "Agreement") between Infineon Technologies Austria AG, a corporation duly organized and existing under the laws of Austria and having offices at Siemensstrasse 2, 9500 Villach, Austria (hereinafter...Development Agreement • June 8th, 2010 • Nexx Systems Inc • Semiconductors & related devices
WHEREAS, NEXX possesses know-how and expertise with regard to an ECD tool for electroplating deposition processes for applications such as gold and solder wafer bumping, redistribution layers, integrated passives and various MEMS layers;
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2010 • Nexx Systems Inc • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 19, 2006, and is entered into by and between NEXX SYSTEMS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
MANUFACTURING AGREEMENTManufacturing Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Massachusetts
This Manufacturing Agreement (the “Agreement”) is made and entered into as of this 11th day of February, 2003 by and between DAKOTA SYSTEMS, INC., a Massachusetts corporation with a principal place of business at 1057 Broadway Road, Dracut, Massachusetts 01826 (“Seller”) and NEXX SYSTEMS, INC., a corporation organized under the laws of the State of Delaware, with a principal place of business at 90 Industrial Way, Wilmington, Massachusetts 01887 (“Buyer”).
RESTRICTED STOCK AGREEMENT NEXX SYSTEMS, INC.Restricted Stock Agreement • February 11th, 2010 • Nexx Systems Inc • Delaware
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as of the 22nd day of February, 2010 by and between NEXX Systems, Inc., a Delaware corporation (“NEXX” or the “Company”) and Philip Villari (“Officer”).
KEY EMPLOYEE AGREEMENTKey Employee Agreement • June 22nd, 2011 • Nexx Systems Inc • Semiconductors & related devices • Massachusetts
The undersigned, NEXX SYSTEMS, INC., a Delaware corporation, as well as its successors and assigns (hereinafter collectively referred to as the “Company”) and Rezwan Lateef in consideration of and as a condition of your continued employment by the Company, hereby agree as follows:
PATENT AND KNOW-HOW LICENSE AGREEMENTAgreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Massachusetts
This AGREEMENT dated as of August 7, 2001 made by and between Applied Science and Technology, Inc., a Delaware corporation having a principal place of business at 90 Industrial Way, Wilmington, Massachusetts, 01887 (“AST”) and ASTeX PlasmaQuest Inc., a corporation of Texas having a principal place of business at 12024 Forestgate Drive, Dallas Texas 75243 (“PlasmaQuest”) (AST and PlasmaQuest are collectively referred to as “Licensors”), on the one hand, and NEXX System LLC, a Delaware limited liability company corporation having its principal place of business at 90 Industrial Way, Wilmington, Massachusetts 01887-4610 (“NEXX”), on the other hand.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as of the 22nd day of February, 2010 by and between NEXX Systems, Inc., a Delaware corporation (“NEXX” or the “Company”) and Thomas M. Walsh (“Officer”).
AMENDMENT NO. 1 TO NOTENexx Systems Inc • August 23rd, 2010 • Semiconductors & related devices
This Amendment No. 1 to Note (“Amendment”), is made, delivered, and effective as of July 1, 2010 by and between Nexx Systems, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”) in order to amend the $5,000,000 Term Note dated June 25, 2010, made by Borrower to Bank (“Note”).
FIRST MODIFICATION TO CREDIT AGREEMENTCredit Agreement • August 23rd, 2010 • Nexx Systems Inc • Semiconductors & related devices
This First Modification to Credit Agreement (this “Modification”) is entered into by and between Nexx Systems, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”) as of this July 1, 2010.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2010 • Nexx Systems Inc
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 29, 2009, by and between Hercules Technology Growth Capital, Inc. (“Lender”) and NEXX SYSTEMS, INC., a Delaware corporation (hereinafter the “Borrower”).
FIRST AMENDMENT TO WARRANTFirst Amendment to Warrant • February 11th, 2010 • Nexx Systems Inc
This First Amendment to Warrant (this “Amendment”) is entered into as of July 25, 2008, by and between Hercules Technology Growth Capital, Inc. (“Holder”) and NEXX Systems, Inc. (“Company”).
LEASE BETWEEN ARTURO J. GUTIERREZ AND JOHN A. CATALDO, AS TRUSTEES OF THE MIDDLESEX TECHNOLOGY CENTER ASSOCIATES III TRUST u/d/t dated April 20, 1982 and Recorded with the Middlesex North Registry of Deeds AND NEXX SYSTEMS, INC., a Delaware...Lease • February 11th, 2010 • Nexx Systems Inc • Massachusetts
ContractNexx Systems Inc • April 6th, 2010 • Semiconductors & related devices
[ * ] =Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractNexx Systems Inc • February 11th, 2010 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 2 TO WARRANTNexx Systems Inc • August 23rd, 2010 • Semiconductors & related devices
This Amendment No. 2 to Warrant (“Amendment”), is made, delivered, and effective as of the Effective Date by and between NEXX SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA VENTURES INCORPORATED, a California corporation, as assignee of Comerica Bank, a Texas banking association (“Comerica”) in order to amend the Warrant to Purchase Stock dated June 25, 2010 issued by Borrower to Comerica Bank, as amended by Amendment No. 1 to Warrant dated July 19, 2010 (“Warrant”).
NEXX SYSTEMS, INC. AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 22nd, 2011 • Nexx Systems Inc • Semiconductors & related devices
THIS AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is entered into on this day of , 2011 and amends that certain Restricted Stock Unit Agreement dated as of the day of , 201 (the “Agreement”), by and between NEXX Systems, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Agreement.
