0001047469-04-026684 Sample Contracts

VOTING AGREEMENT AND PROXY
Voting Agreement and Proxy • August 17th, 2004 • Metron Technology N V • Special industry machinery, nec • California

This VOTING AGREEMENT AND PROXY (this "Agreement") is dated as of August 16, 2004 by and between ("Shareholder") and Applied Materials, Inc., a Delaware corporation ("Purchaser"). RECITALS:

STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN APPLIED MATERIALS, INC. AND METRON TECHNOLOGY N.V. Dated as of August 16, 2004
Stock and Asset Purchase Agreement • August 17th, 2004 • Metron Technology N V • Special industry machinery, nec • California

This STOCK AND ASSET PURCHASE AGREEMENT is dated as of August 16, 2004 (the "Agreement") by and between Applied Materials, Inc., a Delaware corporation (the "Purchaser") and Metron Technology N.V., a company organized under the laws of The Netherlands (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 9.1.