0001144204-03-003400 Sample Contracts

Loan and Security Agreement (Exim Program)
Loan and Security Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

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Loan and Security Agreement
Security Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

Contract
Tegal Corp /De/ • June 27th, 2003 • Special industry machinery, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Employment Agreement
Employment Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec

This Agreement between Tegal Corporation (“Tegal”) and Carole Anne Demachkie (“Demachkie”) is dated and entered into as of August 30, 2002. Tegal and Demachkie hereby agree as follows:

SEVENTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec

THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (“this Amendment”) is entered into as of June 5, 2003 (“Reference Date”) by and between JANE CROCKER, formerly Jane C. Jacobs, as Trustee under the Jane C. Jacobs Trust Agreement dated October 5, 1990 (“Crocker”) and NORMAN E. MACKAY (“MacKay”) (Crocker and MacKay hereinafter collectively referred to as “Landlord”) and TEGAL CORPORATION, a Delaware corporation (“Tenant”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec • California

This Intellectual Property Security Agreement is entered into as of June 26, 2002 by and between SILICON VALLEY BANK (“Secured Party”) and TEGAL CORPORATION (“Grantor”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2003 • Tegal Corp /De/ • Special industry machinery, nec

THIS AGREEMENT between Tegal Corporation (“Tegal”) and Tom Mika (“Mika”) is dated and entered into as of this 12th day of August, 2002. Tegal and Mika hereby agree as follows:

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