0001193125-04-047382 Sample Contracts

AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • March 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of December 4, 2003 by and among NPTest Holding Corporation (“Parent”), NPTest Acquisition Corporation (the “Company” and together with Parent, the “Companies”) and Francisco Partners GP, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of July 29, 2003 by and among the Companies and the Advisor (the “Original Agreement”).

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STOCKHOLDERS’ AGREEMENT dated as of November 18, 2003 among NPTEST HOLDING CORPORATION, NPTEST HOLDING, LLC and certain other persons named therein
Stockholders' Agreement • March 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT dated as of November 18, 2003 (the “Agreement”) among NPTest Holding Corporation (the “Company”), NPTest Holding, LLC (“FP”) and such additional persons as may sign joinder agreements to this Agreement.

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