NPTest Holding Corporation 14,600,000 Shares a Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • November 25th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • New York
NPTest Holding Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 14,600,000 shares of Common Stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). NPTest Holding, LLC, a Delaware limited liability company (the “Selling Stockholder”) also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,190,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Under
