NPTEST INC S-1/A

AMENDMENT NO. 2 TO FORM S-1

FORM OF AMENDED AND RESTATED CERTIFICATE OF INC.

FORM OF AMENDED AND RESTATED BYLAWS

FORM OF MASTER SEPARATION AND SALE AGREEMENT

FORM OF GENERAL ASSIGNMENT AND ASSUMPTION

FORM OF MASTER TECHNOLOGY OWNERSHIP

FORM OF MASTER PATENT OWNERSHIP AND LICENSE

FORM OF MASTER TRADEMARK OWNERSHIP

FORM OF EMPLOYEE MATTERS AGREEMENT

FORM OF TAX SHARING AGREEMENT

FORM OF MASTER TRANSITIONAL SERVICES AGREEMENT

FORM OF REAL ESTATE MATTERS AGREEMENT

FORM OF MASTER CONFIDENTIAL DISCLOSURE AGREEMENT

FORM OF INDEMNIFICATION AND INSURANCE MATTERS

FORM OF REGISTRATION RIGHTS AGREEMENT

INDEPENDENT AUDITORS' CONSENT

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