SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2006 • Bookham, Inc. • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 31, 2006, by and among BOOKHAM, INC., a Delaware corporation (the “Company”), the investors listed on the Schedule of Investors attached hereto under the heading “Initial Investors” who become parties hereto by executing and delivering an Investor Signature Page in the form attached hereto as Exhibit A (the “Initial Investors”), and the Participation Right Holders (as defined below) who become parties to this Agreement after the date hereof by executing and delivering a Joinder Agreement in the form attached hereto as Exhibit B (the “Additional Investors”). The Initial Investors and the Additional Investors are collectively referred to as the “Investors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2006 • Bookham, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2006, is by and among BOOKHAM, INC., a Delaware corporation (the “Company”), each of the entities and individuals whose names appear on the signature pages hereof. Such entities and individuals, and the entities and individuals who become parties to this Agreement after the date hereof by executing and delivering a Joinder Agreement in the form of Exhibit A, are each referred to herein as an “Investor” and, collectively, as the “Investors”.
Issue Date: September 1, 2006 Warrant No. D-___Bookham, Inc. • September 5th, 2006 • Semiconductors & related devices
THIS CERTIFIES that [___] and its permitted assigns (the “Holder”), has the right to purchase from BOOKHAM, INC., a Delaware corporation (the “Company”), upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, up to [___] fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on March 2, 2007 and ending at 6:00 p.m., eastern time, on September 1, 2011 (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of August 31, 2006 (the “Securities Purchase Agreement”).
