0001072613-10-000427 Sample Contracts

NEXX SYSTEMS, INC. WARRANT TO PURCHASE CAPITAL STOCK
Purchase 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

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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”.

EXCLUSIVE LICENSE AGREEMENT
Exclusive 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).

MANUFACTURING AGREEMENT
Manufacturing 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”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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”).

PATENT AND KNOW-HOW LICENSE AGREEMENT
Agreement • 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 AGREEMENT
Employment 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”).

Contract
Nexx 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.

EXECUTION COPY PATENT LICENSE
Patent License Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • New York

PATENT LICENSE AGREEMENT (“Patent Agreement”) between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“IBM”), and NEXX SYSTEMS INC., a Delaware corporation (“NEXX”).

WAIVER AGREEMENT
Waiver Agreement • April 6th, 2010 • Nexx Systems Inc • Semiconductors & related devices • Delaware

THIS WAIVER AGREEMENT is made as of January 20, 2010 by and among NEXX SYSTEMS, INC., a Delaware corporation (“NEXX”) with a principal address of 900 Middlesex Turnpike, Building #6, Billerica, Massachusetts 01821 and each of the NEXX stockholders set forth on the signature page hereto (each a “Principal Stockholder” and collectively the “Principal Stockholders”) with the addresses set forth on Schedule 1 attached hereto.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 John Bowers (“Officer”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 Arthur L. Keigler (“Officer”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 Stanley D. Piekos (“Officer”).

Development Agreement (hereinafter referred to as "Agreement")
Development Agreement • April 6th, 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;

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