Exhibit 10.6
Form of
Voting and Lock-Up
Agreement
Vitesse Semiconductor
Corporation
Debt Conversion
October 16, 2009
Vitesse Semiconductor
Corporation
741 Calle Plano
Camarillo, CA 93012
Attention: General Counsel and Chief Financial
Officer
Ladies and Gentlemen:
This Voting and Lock-up Agreement
(this “ Agreement ”) is being delivered to you
in connection with the Debt Conversion Agreement dated as of the
date hereof (the “ Conversion Agreement ”)
between Vitesse Semiconductor Corporation (the “
Company ”) and the holders of the Company’s
1.50% Convertible Subordinated Debentures due 2024 (the “
Notes ”) signatory thereto (each, a “
Noteholder ”), pursuant to which each Noteholder has
agreed to exchange its Notes and the Company shall issue to each
Noteholder, as applicable, a combination of cash, shares of the
Company’s common stock, par value $0.01 (the “
Common Stock ”) and the Company’s 8% Convertible
Second Lien Debentures due 2014 (the “ New Notes
”) and, to certain of the Noteholders, shares of the
Company’s Series B Participating Non-Cumulative
Convertible Preferred Stock (the “ Preferred Shares
” and together with the Common Stock and New Notes issued
pursuant to the Conversion Agreement, the “ New
Securities ”).
The undersigned agrees that, for a
period (the “ Lock-Up Period ”) beginning on the
date hereof and ending on the earlier of (i) the record date
(the “ Record Date ”) (inclusive) as identified
in a notice of special meeting of the stockholders to be provided
to the Company’s stockholders in connection with a proposed
amendment to the Company’s certificate of incorporation to
increase the number of authorized shares of Common Stock (the
“ Amendment ”), (ii) the date that is three
weeks from the issuance of the New Securities or
(iii) November 15, 2009, the undersigned will not,
subject to the terms hereof, sell or transfer any shares of Common
Stock issued to the undersigned pursuant to the Conversion
Agreement (including any shares of Common Stock issued upon
conversion of the New Notes or Preferred Shares) (the “
Locked-Up Securities ”). Notwithstanding the above,
the undersigned may sell or transfer all or a portion of the
Locked-Up Securities if the transferee of such Locked-Up Securities
executes a Voting and Lock-Up Agreement with respect to such
Locked-Up Securities substantially in the form hereof.. For
the avoidance of doubt, this Agreement shall not restrict or limit
in any way the pledge, sale of option or contract to purchase or
sell, loan, or swap, of the Locked-Up Securities.
