Rudolph Technologies Inc Watch

from 8-K 2 pages The Purpose of This Communication (This “Amendment”) Is to Amend the Terms and Conditions of the Issuer Warrant Transaction (The “Transaction”) Evidenced by the Letter Agreement Between Credit Suisse International (“Dealer”), Represented by Credit Suisse Securities (USA) LLC (“Agent”) as Its Agent, and Rudolph Technologies, Inc (“Issuer”) Dated July 19, 2011 (The “Confirmation”). 1. Definitions. Capitalized Terms Used Herein Without Definition Shall Have the Meanings Assigned to Them in the Confirmation. 2. Representations and Warranties of Issuer. Each of the Representations and Warranties Made by the Issuer Pursuant to the Agreement and the Confirmation on the Trade Date Are True and Correct and Are Hereby Deemed to Be Repeated to the Dealer on the Date Hereof as if Set Forth Herein. 3. Amendments to the Confirmation. the Confirmation Is Hereby Amended as Follows: (A) the “Number of Warrant” Under Annex a of the Confirmation Shall Be 77,241 for Each of Components 1 Through 60. (B) the “Premium” Under the Confirmation Shall Be Increased From Usd 5,839,346 to Usd 7,007,215. for the Avoidance of Doubt, the Premium Per Warrant Set Forth in the Confirmation Shall Remain Unchanged. (C) the “Capped Number” in Section 8(e) of the Confirmation Shall Be Changed From 7,224,100 to 8,668,920. 4. Effectiveness. This Amendment Shall Become Effective Upon Execution by the Parties Hereto. Upon the Effectiveness of This Amendment, All References in the Confirmation to the “Transaction” Will Be Deemed to Be to the Transaction as Amended Hereby. 5. No Additional Amendments or Waivers. Except as Amended Hereby, All the Terms of the Transaction and Provisions in the Agreement and the Confirmation Shall Remain and Continue in Full Force and Effect and Are Hereby Confirmed in All Respects

from 8-K 22 pages The Purpose of This Communication (This “Confirmation”) Is to Set Forth the Terms and Conditions of the Above-Referenced Transaction Entered Into on the Trade Date Specified Below (The “Transaction”) Between Credit Suisse International (“Dealer”), Represented by Credit Suisse Securities (USA) LLC (“Agent”) as Its Agent, and Rudolph Technologies, Inc (“Issuer”). This Communication Constitutes a “Confirmation” as Referred to in the Agreement Specified Below

from 8-K 2 pages Rudolph Technologies, Inc. To: One Rudolph Road P.O. Box 1000 Flanders, New Jersey 07836 a/C: From: Credit Suisse International One Cabot Square London E14 4qj England Re: Convertible Note Hedge Transaction Ref. No. Date: July 22, 2011 Dear Sir(s)

from 8-K 18 pages The Purpose of This Communication (This “Confirmation”) Is to Set Forth the Terms and Conditions of the Above-Referenced Transaction Entered Into on the Trade Date Specified Below (The “Transaction”) Between Credit Suisse International (“Dealer”), Represented by Credit Suisse Securities (USA) LLC (“Agent”) as Its Agent, and Rudolph Technologies, Inc. (“Counterparty”). This Communication Constitutes a “Confirmation” as Referred to in the Agreement Specified Below