0001193125-10-047009 Sample Contracts

15,500,000 Shares LTX-Credence Corporation Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 3rd, 2010 • LTX-Credence Corp • Instruments for meas & testing of electricity & elec signals • New York

LTX-Credence Corporation, a Massachusetts corporation (the “Company”), proposes to sell 15,500,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 2,325,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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