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I,
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John P. Jordan, Chief Financial Officer of Photronics, Inc. (the “Company”), certify, to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
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(1)
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The Quarterly Report on Form 10-Q of the Company for the quarter ended April 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| /s/ JOHN P. JORDAN |
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| John P. Jordan |
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| Chief Financial Officer |
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| June 7, 2023 | |