Exhibit 2.3
STOCKHOLDER LOCK-UP
AGREEMENT
February 22, 2004
Credence Systems Corporation
1431 California Circle
Milpitas, CA 95035
Attention: Byron Milstead, General
Counsel
Ladies and Gentlemen:
Pursuant to the terms of an
Agreement and Plan of Reorganization dated as of the date hereof
(the “ Merger Agreement ”) by and among Credence
Systems Corporation (“ Parent ”), Cataline
Corporation, a Delaware corporation and a wholly-owned subsidiary
of Parent (“ Merger Sub ”), and NPTest Holding
Corporation (“ NPTest Holding ”), the
undersigned will receive cash and shares of Parent Non-Voting
Convertible Stock, $0.001 par value per share, of Parent (the
“ Shares ”), in exchange for shares of common
stock of NPTest Holding owned by the undersigned. In order to
induce Parent to enter into the Merger Agreement and in connection
with this letter agreement, Parent and NPTest Holding LLC, a
Delaware limited liability company (the “ Stockholder
”), are entering into a Registration Rights Agreement (the
“ Registration Rights Agreement ”), each of
Parent and the Stockholder hereby agrees as follows:
1. At any time on and after the
Closing Date and not withstanding anything herein to the contrary,
the Stockholder shall be entitled to Transfer (as defined in
Section 2 hereof) any or all of the Shares pursuant to a Piggyback
Registration (as defined in the Registration Rights Agreement) in
accordance with the terms and conditions thereof.
2. Until the date that is two (2)
days following the date Parent first releases the combined
financial results of Parent and Company following the Closing (as
that term is defined in the Merger Agreement) (the “
Initial Release Date ”), the Stockholder will not
sell, offer to sell, contract to sell, sell any option or contract
for the sale or purchase of, lend, enter into any swap or other
arrangement that transfers to another any of the economic
consequences of ownership of, or otherwise dispose of
(collectively, “ Transfer ”) any Shares, other
than pursuant to a Piggyback Registration.
3. From the Initial Release Date
until the date that is two (2) days following the date the Parent
releases its financial results for the fiscal period next following
the Initial Release Date (the “ Second Release Date
”), the Stockholder will not Transfer any Shares unless (i)
each such Transfer during that period
