REGISTRATION AND LOCK-UP
AGREEMENT
This Registration
and Lock-Up Agreement (the “ Agreement ”) is
entered into as of January 13, 2006, among Bookham Technology
plc, a public limited company incorporated under the laws of
England and Wales (“ Bookham plc ”), Bookham,
Inc., a Delaware corporation (“ Bookham, Inc. ”
and, together with Bookham plc, the “ Bookham Parties
”) and Nortel Networks Corporation (“ Nortel
”), on behalf of itself and each Shareholder under the
Registration Rights Agreement (as defined below).
WHEREAS, Nortel,
certain of its subsidiaries and Bookham plc entered into a
Registration Rights Agreement, dated November 8, 2002, as
amended through the date hereof, (the “ Registration
Rights Agreement ”). Capitalized terms used herein but
not defined herein have the meanings ascribed to such terms in the
Registration Rights Agreement.
WHEREAS, Bookham,
Inc. has agreed to file a Registration Statement on Form S-3 (the
“ Registration Statement ”) relating to
1,500,000 shares of common stock, $0.01 par value per share, of
Bookham, Inc. (the “ Common Stock ”) issued by
Bookham, Inc. to certain institutional investors on
January 13, 2006;
WHEREAS, pursuant
to Section 2.3(a) of the Registration Rights Agreement, the
Shareholders may request the Bookham Parties to permit not less
than twenty percent of the aggregate value of all securities to be
registered pursuant to the Registration Statement to be Registrable
Securities held by the Shareholders;
WHEREAS, the
Bookham Parties and the Shareholders desire that 3,999,999 shares
of Common Stock held by the Shareholders (the “
Registrable Securities ”) be registered on the
Registration Statement;
WHEREAS, in
connection therewith, the Bookham Parties have requested that
Nortel, on behalf of the Shareholders, enter into a lock-up with
respect to the Registrable Securities; and
WHEREAS, on the
date hereof, Bookham plc and Nortel Networks Limited have entered
into an Addendum to the Optical Components Supply Agreement
effective November 8, 2002;
NOW THEREFORE, in
consideration of the mutual premises hereinafter set forth and
other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Registration of Registrable Securities . Bookham, Inc.
hereby
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