REGISTRATION AND LOCK-UP AGREEMENT
Exhibit 10.2
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 agrees to include the
Registrable Securities in the Registration Statement for resale registration pursuant to the terms
and conditions of the Registration Rights Agreement.
2. Lock-Up of Registrable Securities. Nortel hereby agrees not to offer, sell,
assign, transfer, pledge, contract to sell or otherwise dispose of or hedge any of the Registrable
Securities held by the Shareholders during the period from the date hereof through and including
June 30, 2006. Notwithstanding the foregoing, Nortel may enter into hedging transactions with
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respect to the Registrable Securities solely for the purpose minimizing exposure to currency
fluctuations.
3. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York (without reference to the conflicts of law provisions thereof).
(b) All notices, requests, consents, and other communications under this Agreement shall be in
writing and shall be deemed delivered (i) two business days after being sent by registered or
certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent
via a reputable nationwide overnight courier service guaranteeing next business day delivery, in
each case to the intended recipient as set forth below:
| i. | If to any Bookham Party, at Bookham, Inc., 00 Xxxxxx Xxxx Xxx, Xxxxxx, XX X0X 0X0, Xxxxxx, Attention: General Counsel, with a copy to Xxxxxx X. Xxxx, Esq., Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000; and | ||
| ii. | If to Nortel, at Nortel Networks Corporation, 0000 Xxxxx Xxxx, Xxxxxxxx, XX X0X 0X0, Xxxxxx, Attention: Secretary, with a copy to Xxxxxxx Xxxx, Nortel Networks Corporation, 0000 Xxxxxxxx Xxxxxxxxx, Mail Stop 991-14-B40, Xxxxxxxxxx, XX 00000-0000 and Xxxx Xxxx, Esq., Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000. |
(c) Any party may give any notice, request, consent or other communication under this
Agreement using any other means (including, without limitation, personal delivery, messenger
service, telecopy, first class mail or electronic mail), but no such notice, request, consent or
other communication shall be deemed to have been duly given unless and until it is actually
received by the party for whom it is intended. Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by giving the other
parties notice in the manner set forth in this Section 2.
(d) This Agreement together with any other agreement referred to herein constitute the entire
agreement among the parties with respect to the subject matter hereof.
(e) The invalidity or unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision.
(f) This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which shall constitute one and the same document. This
Agreement may be executed by facsimile signatures.
* * * * *
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IN WITNESS WHEREOF, this Registration and Lock-Up Agreement has been executed by the parties
hereto as of the day and year first written above.
| BOOKHAM TECHNOLOGY PLC | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Name: Xxxxxxx Xxxxx | ||||||
| Title: Chief Financial Officer | ||||||
| BOOKHAM, INC. | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Name: Xxxxxxx Xxxxx | ||||||
| Title: Chief Financial Officer | ||||||
| NORTEL NETWORKS CORPORATION | ||||
By:
|
/s/ Xxxxxxx X. XxXxxxxx | |||
| Name: Xxxxxxx X. XxXxxxxx | ||||
| Title: Assistant Treasurer | ||||
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