RECITALSAgreement and Plan of Merger • January 27th, 2000 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Oregon
EXHIBIT 2.9 ASSET PURCHASE AGREEMENT BY AND AMONG TEST SYSTEMS STRATEGIES, INC. (a Delaware corporation), CREDENCE SYSTEMS CORPORATION, SUMMIT DESIGN, INC.Asset Purchase Agreement • September 15th, 1997 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Oregon
EXHIBIT 10.26 LEASELease • June 11th, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 14th, 1999 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
Exhibit 10.34 CREDENCE SYSTEMS CORPORATION 215 Fourier Avenue Fremont, CA 94539 January 15, 2002 Mr. David A. Ranhoff Dear David: We are pleased to inform you that the Company's Board of Directors has approved a special severance benefit program for...Credence Systems Corp • January 29th, 2002 • Instruments for meas & testing of electricity & elec signals • California
AMENDMENT TO LOAN AGREEMENT --------------Loan Agreement • September 10th, 1999 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
Silicon Valley Financial Services A Division of Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 (408) 654-1000 Fax (408) 980-6410 This NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of May 1, 1998 is between...Receivables Purchase Agreement • September 14th, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
andCredence Systems Corp • November 4th, 1997 • Instruments for meas & testing of electricity & elec signals • New York
ANDRights Agreement • June 3rd, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware
EXHIBIT 1.1 CREDENCE SYSTEMS CORPORATION 5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002 PURCHASE AGREEMENT ------------------Purchase Agreement • November 4th, 1997 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
2,000,000 Shares* Common Stock ($.001 par value)Credence Systems Corp • January 27th, 2000 • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 2 ---------Shareholder Agreement • June 13th, 2001 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Oregon
Exhibit 99.2 FLUENCE TECHNOLOGY, INC. STOCK OPTION AGREEMENT ---------------------- RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of...Stock Option Agreement • November 30th, 2001 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 10.20 LICENSE AGREEMENT This Agreement is entered into as of July 31, 1996 (the "Effective Date") by and between Credence Systems Corporation, a Delaware corporation, with its principal place of business located at 215 Fourier Avenue, Fremont,...License Agreement • January 29th, 1997 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • March 7th, 2002 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
relating to $115,000,000 in Aggregate Principal Amount of 5 1/4% Convertible Subordinated Notes due 2002Registration Rights Agreement • November 4th, 1997 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
February 22,2004 Credence Systems Corporation 1431 California Circle Milpitas, CA 95035 Attention: Byron Milstead, General Counsel Ladies and Gentlemen: Pursuant to the terms of an Agreement and Plan of Reorganization dated as of the date hereof (the...Lock-Up Agreement • June 9th, 2004 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
Exhibit 99.19 CREDENCE SYSTEMS CORPORATION 215 Fourier Avenue Fremont, CA 94539 March 31, 1999 Mr. Dennis P. Wolf Dear Dennis: We are pleased to inform you that the Company's Board of Directors has approved a special severance benefit program for you....Credence Systems Corp • June 14th, 1999 • Instruments for meas & testing of electricity & elec signals • California
BETWEEN: NIMBUS OAKS L.L.C., an Oregon limited liability company 111 SW Columbia, Suite 1380 Portland, OR 97201 LANDLORDCredence Systems Corp • January 29th, 1997 • Instruments for meas & testing of electricity & elec signals
ARTICLE IAsset Purchase Agreement • June 11th, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
CREDENCE SYSTEMS CORPORATION /S/WARREN T. LAZAROW ----------------------------------------- /S/GRAHAM J. SIDDALL ----------------------------------------- GRAHAM J. SIDDALLTo Agreement • June 13th, 2000 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
ASSET PURCHASE AGREEMENT THIS AGREEMENT dated as of August 2, 1997, by and among Zycad Corporation, - a Delaware corporation, its wholly owned subsidiary, Attest Software, Inc. ("ATTEST") both with offices at 47100 Bayside Parkway, Fremont, California...Asset Purchase Agreement • January 29th, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
EXHIBIT 2.16 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED MAY 16, 2001 This Amendment No. 1 (the "Amendment") is made as of June 1, 2001 by and among Credence Systems Corporation, a Delaware Corporation ("Parent"),...The Agreement • June 4th, 2001 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
Exhibit 99.20 CREDENCE SYSTEMS CORPORATION 215 Fourier Avenue Fremont, CA 94539 Dr. William G. Howard, Jr. Dear Bill: This letter agreement is intended to memorialize the terms and conditions under which you have agreed to serve as the Chairman of the...Credence Systems Corp • June 14th, 1999 • Instruments for meas & testing of electricity & elec signals
AMENDMENT NO. 1 dated as of August 31, 1999 to the AGREEMENT AND PLAN OF MERGER dated as of February 16, 1999Agreement and Plan of Merger • January 27th, 2000 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.40 REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • June 14th, 2002 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2001 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
CREDENCE SYSTEMS CORPORATION 215 Fourier Avenue Freemont, CA 94539 January 15, 2002Credence Systems Corp • January 29th, 2002 • Instruments for meas & testing of electricity & elec signals
Reference is made to (i) your employment agreement, dated March 25, 1998 (the "Employment Agreement"), by and between you and Integrated Measurement Systems, Inc. and (ii) the letter agreement (the "Letter Agreement;" and together with the Employment Agreement, the "Agreements"), dated August 1, 2001, by and among, you, Integrated Measurement Systems, Inc. and Credence Systems Corporation (the "Company").
December 8, 1998 Dr. Wilmer R. Bottoms 3101 Alexis Drive Palo Alto, CA 94301 Dear Bill: This letter agreement is to confirm the agreement between you and Credence Systems Corporation (the "Company") regarding your separation from employment with the...Credence Systems Corp • January 29th, 1999 • Instruments for meas & testing of electricity & elec signals
RECITALSMaintenance Agreement • January 27th, 2000 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 2.01 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MARCH 27, 2000Agreement and Plan of Reorganization • May 12th, 2000 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • California
Exhibit 10.35 ------------- EMPLOYMENT AGREEMENT Integrated Measurement Systems, Inc. (Company), whose address is 9525 S.W. Gemini Drive, Beaverton, Oregon 97005, and Keith L. Barnes (Executive), enter this agreement, effective March 25, 1998....Employment Agreement • January 29th, 2002 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Oregon
CREDENCE SYSTEMS CORPORATIONRegistration Rights Agreement • August 19th, 2003 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2003 by and between Credence Systems Corporation, a Delaware corporation (the ”Company”), and Citigroup Global Markets Inc., the initial purchaser (the “Initial Purchaser”), pursuant to the Purchase Agreement, dated as of May 22, 2003, between the Company and the Initial Purchaser (the “Purchase Agreement”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 14th, 1998 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
WITNESSETH:Registration Rights Agreement • June 9th, 2004 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware
