Nextest Systems Corp Sample Contracts

NEXTEST SYSTEMS CORPORATION (a Delaware corporation) [5,400,000] Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT
Purchase Agreement • March 15th, 2006 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • New York
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NEXTEST SYSTEMS CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 16th, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of , 2007 (the “Effective Date”), by and between (the “Employee”) and Nextest Systems Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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AGREEMENT AND PLAN OF MERGER by and among TERADYNE, INC. (“Parent”) NAC EQUIPMENT CORPORATION (“Purchaser”) and NEXTEST SYSTEMS CORPORATION (the “Company”) Dated as of December 11, 2007
Merger Agreement • December 12th, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of December 11, 2007 by and among Teradyne, Inc.,, a Massachusetts corporation (“Parent”), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Nextest Systems Corporation, a Delaware corporation (the “Company”).

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STANDARD FORM LEASE
Lease Agreement • February 6th, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • California

Parties: This Lease, executed in duplicate on December 22, 2006 (the “Effective Date”), by and between Mission West Properties, L.P., a Delaware limited partnership, and Nextest Systems Corporation, a Delaware Corporation, hereinafter called respectively Lessor and Lessee, without regard to number or gender.

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NEXTEST SYSTEMS CORPORATION Restricted Stock Unit Award Agreement Dated [insert grant date]
Restricted Stock Unit Award Agreement • February 5th, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals

Pursuant to the terms of the 2006 Equity Incentive Plan (the “Plan”) Nextest Systems Corporation, a Delaware corporation (the “Company”), hereby awards Restricted Stock Units to the Plan participant (the “Participant”) on the terms and conditions as set forth in this Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan.

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NEXTEST SYSTEMS CORPORATION INFORMATION AND REGISTRATION RIGHTS AGREEMENT
Information and Registration Rights Agreement • December 2nd, 2005 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • California

THIS INFORMATION AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 27, 2001, by and among Nextest Systems Corporation, a California corporation (the “Company”), and the persons listed on the attached Exhibit A who become signatories to this Agreement (collectively, the “Investors”).

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NEXTEST SYSTEMS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • December 2nd, 2005 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals

Nextest Systems Corporation, a California corporation (the “Company”), hereby grants to (the “Optionee”), an option (the “Option”) to purchase a total of ( ) shares of Common Stock (the “Shares”) of the Company, at the price set forth herein, and in all respects subject to the terms, definitions and provisions of the Company’s 1998 Equity Incentive Plan (the “Plan”), which is incorporated herein by this reference.

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AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
Standard Industrial/Commercial Single-Tenant Lease • December 2nd, 2005 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • California
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 12th, 2006 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware

INDEMNIFICATION AGREEMENT, made this day of August, 2006 between Nextest Systems Corporation, a Delaware corporation (the “Company”) and (the “Indemnitee”).

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SUBLEASE AGREEMENT
Sublease Agreement • February 6th, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • California

Notwithstanding any of the provisions in the attached sublease (the “Sublease”) dated December 22, 2006 between Celestica Asia Inc., a Delaware corporation (“Sublessor”), and Nextest Systems Corporation, a Delaware corporation (“Sublessee”), Mission West Properties, L.P. (“Master Lessor”), a Delaware limited partnership, hereby consents to the Sublease on the following terms and conditions:

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SECURITY AGREEMENT
Security Agreement • April 16th, 2004 • Nextest Systems Corp • California

This Security Agreement is made as of between Nextest Systems Corporation, a California corporation (“Pledgee”), and (“Pledgor”).

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Nextest Systems Corporation
Merger Agreement • January 10th, 2008 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals

As you know, Nextest Systems Corporation (“Nextest” or the “Company”), Teradyne, Inc. (“Teradyne”), and NAC Equipment Corporation, a wholly-owned subsidiary of Teradyne (“Merger Sub”) have entered into an Agreement and Plan of Merger dated as of December 11, 2007 (the “Merger Agreement”) pursuant to which Merger Sub has commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the common stock of the Company (the “Shares”) at a price per Share of $20.00 net to sellers in cash, without interest and subject to any required withholding of taxes (such amount, or any greater amount per Share paid pursuant to the Offer, the “Offer Price”), subject to certain conditions. Following the consummation of the Offer, Merger Sub will merge with and into Nextest (the “Merger”). In connection with the Merger and subject to the provisions of the Merger Agreement, all vested, issued and outstanding Shares, not owned directly or indirectly by Teradyne, Merger Sub or Nextest and

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STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATION
Lease Agreement • December 2nd, 2005 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals
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October 23, 2007
Confidentiality Agreement • December 21st, 2007 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals • New York

Nextest Systems Corporation (the “Company”) has engaged Merrill Lynch & Co to advise the Company with respect to a possible transaction (a “Transaction”) between Teradyne, Inc. (“Teradyne”) and the Company. In order to evaluate such Transaction, each company expects to make available to the other certain nonpublic information concerning their respective businesses, financial condition, operations, assets and liabilities. Each of Teradyne and the Company agrees that any Evaluation Information (as defined below) furnished by the other company shall be governed by the following terms and conditions. The party receiving such Evaluation Information shall be deemed to be the “Receiving Company” and the party furnishing such Evaluation Information shall be deemed to be “Disclosing Company” for the purposes of this Confidentiality Agreement (this “Agreement”). Evaluation Information (as defined below) may be disclosed under this Agreement between the date set forth above and the earlier of the

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Nextest Systems Corporation
Merger Agreement • January 10th, 2008 • Nextest Systems Corp • Instruments for meas & testing of electricity & elec signals

As you know, Nextest Systems Corporation (“Nextest” or the “Company”), Teradyne, Inc. (“Teradyne”), and NAC Equipment Corporation, a wholly-owned subsidiary of Teradyne (“Merger Sub”) have entered into an Agreement and Plan of Merger dated as of December 11, 2007 (the “Merger Agreement”) pursuant to which Merger Sub has commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the common stock of the Company (the “Shares”) at a price per Share of $20.00 net to sellers in cash, without interest and subject to any required withholding of taxes (such amount, or any greater amount per Share paid pursuant to the Offer, the “Offer Price”), subject to certain conditions. Following the consummation of the Offer, Merger Sub will merge with and into Nextest (the “Merger”). In connection with the Merger and subject to the provisions of the Merger Agreement, all vested, issued and outstanding Shares, not owned directly or indirectly by Teradyne, Merger Sub or Nextest and

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