0001193125-04-047382 Sample Contracts

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

• Contract Type
  Stockholders’ Agreement
• Filed
  March 23rd, 2004
• Company
  Nptest Holding Corp
• Industry
  Instruments for meas & testing of electricity & elec signals
• Jurisdiction
  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.

AMENDMENT NO. 1 TO ADVISORY AGREEMENT

Advisory Agreement • March 23rd, 2004 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

• Contract Type
  Advisory Agreement
• Filed
  March 23rd, 2004
• Company
  Nptest Holding Corp
• Industry
  Instruments for meas & testing of electricity & elec signals
• Jurisdiction
  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”).