Stock Purchase Agreement
This STOCK PURCHASE AGREEMENT is entered into this 20th day of February, 2004, by and among
IXIA, a California corporation doing business at 26601 West Agoura Road, Calabasas, CA 91302 (“Ixia” or
“Buyer”), on the one hand, and G3 NOVA TECHNOLOGY, a California corporation located at 5743 Corsa
Avenue, Suite 122, Westlake Village, California 91362 (“G3 Nova”), MIHAI MOLDOVAN, an individual
resident of California (“Mihai”) DANA MOLDOVAN, an individual resident of California (“Dana”), and
OVIDIU RANCU, an individual resident of South Carolina (“Ovidiu”), on the other hand (Mihai, Dana and
Ovidiu may be referred to collectively as “Sellers” or individually as a “Seller”).
A. Sellers own collectively all of the issued and outstanding shares of the capital stock of G3 Nova.
B. G3 Nova has a wholly-owned subsidiary, G3 Nova Romania SRL, a Romanian corporation located at Str.
Dr. Iacob Felix, Nr. 28, Sect. 1 1011031 Bucharest, Romania (“Sub”).
C. Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the issued and outstanding
shares of the capital stock G3 Nova;
NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth:
1.1. “Closing”. The term “Closing” shall mean the closing of the sale and purchase transaction referred to in
Section 2 below by virtue of the obligations set forth in Sections 3.2.3, 3.2.4, 3.2.6, 3.2.7, 3.2.10, 3.3.3, 3.3.4
and 3.3.5 below being fully performed to the mutual satisfaction of Buyer and all Sellers.
1.2. “G3 Nova Product”. The term “G3 Nova Product” shall mean any completed product, device or tool of
G3 Nova in existence as of the Closing, whether or not commercia