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 co
