STOCKHOLDER AGREEMENT BY AND AMONG NEW ATHLETICS, INC., TRIKON TECHNOLOGIES, INC., VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., VANTAGEPOINT VENTURE PARTNERS IV, L.P. AND VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P. DATED AS OF MARCH 14, 2005Stockholder Agreement • March 15th, 2005 • Trikon Technologies Inc • Special industry machinery, nec • Delaware
THIS STOCKHOLDER AGREEMENT (the “Agreement”) is entered into as of March 14, 2005 by and among New Athletics, Inc., a Delaware corporation (“Parent”), Trikon Technologies, Inc., a Delaware corporation (“Trikon”), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, “VPVP”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TRIKON TECHNOLOGIES, INC. AVIZA TECHNOLOGY, INC. NEW ATHLETICS, INC. BASEBALL ACQUISITION CORP. I AND BASEBALL ACQUISITION CORP. II DATED AS OF MARCH 14, 2005Agreement and Plan of Merger • March 15th, 2005 • Trikon Technologies Inc • Special industry machinery, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 14, 2005 (this “Agreement”), is entered into by and among Trikon Technologies, Inc., a Delaware corporation (“Trikon”), Aviza Technology, Inc., a Delaware corporation (“Aviza”), New Athletics, Inc., a newly-formed Delaware corporation (“New Athletics”), Baseball Acquisition Corp. I, a Delaware corporation and a wholly owned subsidiary of New Athletics (“Trikon Merger Sub”), and Baseball Acquisition Corp. II, a Delaware corporation and a wholly owned subsidiary of New Athletics (“Aviza Merger Sub”).
