0000950137-06-001416 Sample Contracts

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 7th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

This Amendment No. 1 to the Stockholders Agreement, dated as of February 6, 2006 (this “Amendment”), hereby amends that certain Stockholders Agreement, dated as of September 30, 2003 (the “Stockholders Agreement”), by and among Eagle Test Systems, Inc., an Illinois corporation (the “Company”), the Existing Shareholders named therein and the Investors named therein. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Stockholders Agreement.

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AMENDMENT NO. 1 TO MANAGEMENT RIGHTS LETTER AGREEMENTS
Management Rights Letter Agreements • February 7th, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

This Amendment No. 1 to the Management Rights Letter Agreements, dated as of February 6, 2006 (this “Amendment”), hereby amends those certain Management Rights Letter Agreements, dated as of September 30, 2003 (collectively, the “Management Rights Agreements”), by and among Eagle Test Systems, Inc., an Illinois corporation (the “Company”) and each of the Investors named herein (collectively, the “Investors”).

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