AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CREDENCE SYSTEMS CORPORATION CATALINE CORPORATION AND NPTEST HOLDING CORPORATION February 22, 2004Agreement and Plan of Reorganization • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of February 22, 2004 (the “Execution Date”) by and among CREDENCE SYSTEMS CORPORATION, a Delaware corporation (“Parent”), CATALINE CORPORATION, a Delaware corporation (“Merger Sub”), and NPTEST HOLDING CORPORATION, a Delaware corporation (“Company”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of the 22nd day of February, 2004 between Credence Systems Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of NPTest Holding Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware
AGREEMENT dated as of February 22, 2004 among Credence Systems Corporation, a Delaware corporation (the “Issuer”), and the Holders as defined herein.
STOCKHOLDER LOCK-UP AGREEMENT February 22, 2004Stockholder Lock-Up Agreement • February 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals
Pursuant to the terms of an Agreement and Plan of Reorganization dated as of the date hereof (the “Merger Agreement”) by and among Credence Systems Corporation (“Parent”), Cataline Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and NPTest Holding Corporation (“NPTest Holding”), the undersigned will receive cash and shares of Parent Non-Voting Convertible Stock, $0.001 par value per share, of Parent (the “Shares”), in exchange for shares of common stock of NPTest Holding owned by the undersigned. In order to induce Parent to enter into the Merger Agreement and in connection with this letter agreement, Parent and NPTest Holding LLC, a Delaware limited liability company (the “Stockholder”), are entering into a Registration Rights Agreement (the “Registration Rights Agreement”), each of Parent and the Stockholder hereby agrees as follows:
