NPTest Holding Corporation 14,600,000 Shares a Common Stock ($0.001 par value) Underwriting AgreementNptest Holding Corp • November 19th, 2003 • 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
NPTest Holding Corporation Stock Option AgreementStock Option Agreement • November 19th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California
NPTest Holding Corporation, a Delaware corporation (the “Company”), hereby grants, as of the date (the “Grant Date”) of grant set forth on the notice of grant attached hereto (the “Notice of Grant”), to the individual listed on the Notice of Grant (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth in the Notice of Grant (the “Exercise Price”), the number of shares of common stock of the Company (“Shares”) set forth in the Notice of Grant, pursuant to the NPTest Holding Corporation 2003 Stock Incentive Plan (the “Plan”).
