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Exhibit 4.3
SUPPLEMENTAL STOCKHOLDERS' AGREEMENT
This Supplemental Stockholders' Agreement (this "Agreement"), dated as
of October 10, 2000, by and between Tellium, Inc., a Delaware corporation (the
"Company"), and the stockholders of Astarte Fiber Networks, Inc., a Colorado
corporation ("Astarte"), which are listed on Exhibit A hereto (each a
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"Stockholder," collectively, the "Stockholders").
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of August 29, 2000 (the "Merger Agreement") by and among the Company,
Astarte Acquisition Corporation, a Colorado corporation, and Astarte; and
WHEREAS, as a condition precedent to the consummation of the
transactions contemplated by the Merger Agreement, the Company and the
Stockholders are required to enter into this Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements, provisions and covenants contained in this Agreement, the parties
hereby agree as follows:
1. Certain Definitions
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Unless defined herein, capitalized terms not defined herein shall have
the meanings assigned to them in the Merger Agreement. As used in this
Agreement, the following terms shall have the meanings set forth below:
"Commission" means the Securities and Exchange Commission or any other
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federal agency at the time administering the Securities Act.
"Common Stock" means the Common Stock, $0.001 par value per share, of
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the Company.
"Company Stockholder" means a holder of shares of Common Stock of the
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Company other than the Stockholders with respect to Merger Shares.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect from time to time.
"Merger Shares" means any shares of Common Stock held by operation of
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the Merger by any Stockholder, including any shares of Common Stock to be issued
in exchange for shares of Astarte capital stock or options to purchase shares of
Astarte capital stock (including the shares of Common Stock placed in escrow
pursuant to the Merger Agreement).
"Person" means any individual, corporation, limited liability company,
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limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.
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"Registrable Shares" means the Merger Shares; provided, however, that
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Merger Shares that are Registrable Shares shall cease to be Registrable Shares
(x) upon their sale pursuant to a registration statement or Rule 144 under the
Securities Act, (y) when such shares are eligible for sale pursuant to Rule 144
under the Securities Act or (z) upon their sale in any manner to a person or
entity which is not entitled to the rights provided by this Agreement.
"Rule 144" means Rule 144 promulgated under the Securities Act or any
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successor rule thereto or any complementary rule thereto.
"Securities Act" means the Securities Act of 1933, as amended, and the
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rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.
"Stockholder" means each Person which holds Merger Shares and is
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listed on Exhibit A hereto.
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2. Stockholder's Representations and Agreements
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2.1 Investment Representations. Each Stockholder hereby represents
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and warrants that it is acquiring the Merger Shares for investment for its own
account and not with a view to, or for resale in connection with, the
distribution or other disposition thereof. Each Stockholder further represents
and warrants that (a) it has been given the opportunity to obtain any
information or documents (and to ask questions and receive answers about such
documents) relating to the Company and the business and prospects of the Company
that it deems necessary to evaluate the merits and risks related to its
investment in the Merger Shares, (b) its financial condition is such that it can
afford to bear the economic risk of holding the Merger Shares for an indefinite
period of time and it has adequate means for providing for its current needs and
personal contingencies, (c) it can afford to suffer a complete loss of its
investment in the Merger Shares, (d) all information that it has provided to the
Company concerning itself and its financial position is correct and complete as
of the date of this Agreement, (e) it understands and has taken cognizance of
all risk factors to the acquisition of the Merger Shares, and (f) its knowledge
and experience in financial and business matters are such that it is capable of
evaluating the merits and risks of its acquisition of the Merger Shares as
contemplated by this Agreement.
2.2 Merger Shares Subject to Restrictions. The Stockholders
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acknowledge that they have been advised that (a) the Merger Shares have not been
registered under the Securities Act, (b) other than any transfer, sale,
assignment, pledge, hypothecation or other disposal of Merger Shares (each, a
"Transfer") permitted pursuant to Section 3 hereof, the Merger Shares shall be
held indefinitely, and the Stockholder is required to bear the economic risk of
its investment in the Merger Shares, (c) when and if the Merger Shares can be
transferred pursuant to this Agreement, Rule 144 promulgated under the
Securities Act may not be available with respect to the sale of any securities
of the Company, and the Company has made no covenant to make such Rule
available, (d) when and if the Merger Shares may be disposed of pursuant to this
Agreement without registration in reliance on Rule 144, such disposition can be
made only in limited amounts in accordance with the terms and conditions of such
Rule, (e) if the Rule 144 exception is not available, public sale without
registration will require compliance with some other exemption under the
Securities Act, (f) a restrictive legend in the form set forth
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in Section 6.1 below shall be placed on the certificates or instruments
representing the Merger Shares, and (g) a notation shall be made in the
appropriate records of the Company indicating that the Merger Shares are subject
to restrictions on transfer and, if the Company should at some time in the
future engage the services of a stock transfer agent, an appropriate stop
transfer restriction will be issued to such transfer agent with respect to the
Merger Shares.
2.3 Rule 144 Sales. Subject to the restrictions on transfer set
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forth in Section 3 hereof, if any of the Merger Shares are to be disposed of in
accordance with Rule 144 under the Act or otherwise and such transfer is
otherwise permitted, the Stockholders shall promptly notify the Company of such
intended disposition and shall deliver to the Company at or prior to the time of
such disposition such documentation as the Company may reasonably request in
connection with such sale and, in case of a disposition pursuant to Rule 144,
shall deliver to the Company an executed copy of any notice on Form 144,
required to be filed with the Commission.
2.4 Opinions. Each Stockholder agrees that it will not Transfer any
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Merger Shares without complying with each of the restrictions set forth herein
and agrees that in connection with any Transfer it will, if requested by the
Company, deliver at its expense to the Company an opinion of counsel, in form
and substance reasonably satisfactory to the Company and counsel for the
Company, that such Transfer is not in violation of the securities laws of the
United States of America.
3. General Restriction on Transfer of Merger Shares: Right of
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First Refusal
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3.1 Restriction on Transfer With Respect to Merger Shares. Except
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for Transfers otherwise permitted by Section 3.3, each Stockholder agrees that
it will not Transfer any Merger Shares at any time without complying with the
right of first refusal set forth in Section 3.2 hereof.
3.2 Right of First Refusal. If at any time a Stockholder receives a
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bona fide offer ("Offer") to purchase any or all of its Merger Shares from a
third party (the "Offeror") which the Stockholder wishes to accept and which is
fully financed, the Stockholder shall cause the Offer to be reduced to writing
and shall notify the Company in writing of its wish to accept the Offer. The
Stockholder's notice shall contain an irrevocable offer to sell such Merger
Shares to the Company (in the manner set forth below) at a purchase price equal
to the price contained in, and on the same terms and conditions of, the Offer,
and shall be accompanied by a true copy of the Offer (which shall identify the
Offeror). At any time within 30 days after the date of the receipt by the
Company of the Stockholder's notice, the Company (and its designee(s)) shall
have the right and option to purchase some or all of the Merger Shares covered
by the Offer either (i) at the same price and on the same terms and conditions
as the Offer or (ii) if the Offer includes any consideration other than cash,
then, at the sole option of the Company, at the all-equivalent cash price,
determined in good faith by the Company's Board of Directors, by delivering a
check or checks in the appropriate amount to the Stockholder against delivery of
certificates or instruments representing the Merger Shares so purchased,
appropriately endorsed by the Stockholder. The Company may also elect (but
shall have no obligation) to cause its designee(s) to purchase the Merger Shares
covered by the Offer. Subject to Section 6.2 hereof, if
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at the end of such 30-day period the Company (and its designee(s)) has not
tendered the purchase price for all the Merger Shares in the manner set forth
above, the Stockholder may during the succeeding 90-day period sell the Merger
Shares not purchased by the Company covered by the Offer to the Offeror on terms
no less favorable to the Stockholder than those contained in the Offer. No sale
may be made to any Offeror unless the Offeror agrees in writing with the Company
to be bound by this Agreement. Promptly after such sale, the Stockholder shall
notify the Company of the consummation thereof and shall furnish such evidence
of the completion and time of completion of such sale and of the terms thereof
as may reasonably be requested by the Company. If, at the end of 90 days
following the expiration of the 30-day period during which the Company may
purchase the Merger Shares, the Stockholder has not completed the sale of such
Merger Shares as aforesaid, all the restrictions on Transfer contained in this
Agreement in effect at that time shall again be in effect with respect to such
Merger Shares. The parties agree that any Transfers to Soundview Financial,
Texas Instruments and any Laor Parties shall not be subject to this provision.
3.3 Certain Permitted Transfers. The provisions of Sections 3.1 and
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3.2 shall not apply to the following Transfers of Merger Shares (each a
"Permitted Transfer"):
(a) a Transfer made by a Stockholder to the Company; and
(b) a Transfer made to any of the following "Permitted
Transferees":
(i) upon the death of the Stockholder, to its executors,
administrators, testamentary trustees, legatees or beneficiaries (the
"Stockholder's Estate") or a Transfer to the executors, administrators,
testamentary trustees, legatees or beneficiaries of a person who has become a
holder of Merger Shares in accordance with the terms of this Agreement;
(ii) a Transfer made to a trust or custodianship the
beneficiaries of which include only the Stockholder, any spouse and any lineal
descendants, including adopted children (a "Stockholder's Trust"); or
(iii) a Transfer to the Stockholder's spouse and any lineal
descendants, including adopted children.
3.4 Conditions to Transfers of Merger Shares. No Transfer of Merger
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Shares, whether or not permitted by Sections 3.2 or 3.3, shall be made or
recorded on the books of the Company, and any such Transfer shall be void and of
no effect, unless:
(a) (i) Such Transfer of the Merger Shares is made pursuant to an
effective registration statement under the Securities Act, or (ii) pursuant to
an exemption therefrom with respect to which the Company may, upon request,
require a satisfactory opinion of counsel for the Stockholder (which counsel
shall be acceptable to the Company) to the effect that such Transfer is exempt
from the provisions of Section 5 of the Securities Act; and
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(b) The transferee of the Merger Shares agrees to be bound by,
and executes a counterpart to, an agreement with the Company substantially in
the form of this Agreement.
3.5 Notice of Change of Beneficiary. Immediately prior to any
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Transfer of Merger Shares to a Stockholder's Trust, the Stockholder shall
provide the Company with a copy of the instruments creating the Stockholder's
Trust with the identity of the beneficiaries of the Stockholder's Trust. The
Stockholder shall notify the Company prior to any change in the identity of any
beneficiary of the Stockholder's Trust.
3.6 Transfers Not in Compliance. No Transfer of Merger Shares in
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violation of this Agreement shall be made or recorded on the books of the
Company and any such Transfer shall be void and of no effect.
3.7 Termination of Transfer Restrictions. Subject to Section 4.3,
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the restrictions on Transfer set forth in this Section 3 shall terminate upon an
Initial Public Offering by the Company.
4. Registration Rights
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4.1 Piggyback Registration Rights.
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(a) Right to Piggyback. Subject to Sections 4.1(b) and 4.1(c)
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below, whenever the Company proposes to register any shares of Common Stock (or
securities convertible into or exercisable or exchangeable for, or options to
purchase, Common Stock) with the Commission under the Securities Act (other than
pursuant to an initial public offering, a registration on Form S-4 or S-8, or
any successor forms thereto) (a "Piggyback Registration"), the Company (i) will
give written notice to all Stockholders which hold Registrable Shares at least
30 days prior to the anticipated filing date, of its intention to effect such a
registration, which notice will specify the proposed offering price, the kind
and number of securities proposed to be registered, the distribution
arrangements and such other information that at the time would be appropriate to
include in such notice, and (ii) will, subject to Section 4.1(c) below, include
in such Piggyback Registration all Registrable Shares with respect to which the
Company has received written requests for inclusion therein within 20 days after
the date of the Company's notice. Except as may otherwise be provided in this
Agreement, Registrable Shares with respect to which such request for
registration has been received will be registered by the Company and offered to
the public in a Piggyback Registration pursuant to this Section 4 on terms and
conditions at least as favorable as those applicable to the registration of
shares of Common Stock to be sold by the Company and by any other person selling
under such Piggyback Registration.
(b) Number of Piggyback Registrations. Each Stockholder shall be
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entitled to unlimited Piggyback Registrations.
(c) Priority on Piggyback Registrations. If the managing
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underwriter or underwriters, if any, advises the selling Stockholders in writing
that in its or their reasonable opinion or, in the case of a Piggyback
Registration not being underwritten, the Company shall
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reasonably determine (and notify the selling Stockholders of such
determination), after consultation with an investment banker of nationally
recognized standing, that the number or kind of securities proposed to be sold
in such registration (including Registrable Shares to be included pursuant to
Section 4.1(a) above) is inconsistent with that which can be sold in such
registration without having a material effect on the success of the offering
(including, without limitation, an impact on the selling price or the number of
securities that any participant may sell), the Company will include in such
registration the number of securities, if any, which, in the opinion of such
underwriter or underwriters, or the Company, as the case may be, can be sold as
follows: (i) first, the shares the Company proposes to sell, (ii) second, the
Common Stock requested to be included in such registration by the Company
Stockholders pursuant to the Amended and Restated Stockholders Agreement by and
among certain Company Stockholders dated as of December 2, 1999 (as the same may
be amended from time to time), (iii) third, to the Common Stock requested to be
included in such registration statement by Company Stockholders pursuant to the
rights of holders of any Common Stock, including Common Stock issued on the
conversion of any shares of preferred stock or debt of the Company, in each case
sold after the date hereof in a financing transaction, and (iv) fourth, the
Registrable Shares requested to be included in such registration by the
Stockholders and other holders of Common Stock of the Company which possess at
least as favorable Piggyback Registration rights as the Stockholders. To the
extent that the privilege of including Registrable Shares in any Piggyback
Registration must be allocated among the selling Stockholders pursuant to clause
(iv) above, the allocation shall be made pro rata based on the number of
Registrable Shares that each such Stockholder shall have requested to include
therein in relation to the total number of Registrable Shares held by all the
Stockholders.
(d) Selection of Underwriters. If any Piggyback Registration is an
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underwritten offering, the Company will (i) select a managing underwriter or
underwriters to administer the offering, which managing underwriter or
underwriters will be of nationally recognized standing, and (ii) determine the
terms under which such underwriting shall take place.
(e) Withdrawal and Postponement. If, at any time after giving written
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notice of its intention to register any equity securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such equity securities, the Company may, at its election,
give written notice of such determination to the Stockholder and (i) in the case
of a determination not to register, shall be relieved of its obligation to
register any Registrable Shares in connection with such abandoned registration
and (ii) in the case of a determination to delay such registration of its equity
securities, shall be permitted to delay the registration of such Registrable
Shares requested by the Stockholder to be included therein for the same period
as the delay in registering such other equity securities.
4.2 Registration Procedures. With respect to any Piggyback
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Registration, the Company will, subject to Section 4.1(c), as expeditiously as
practicable:
(a) prepare and file with the Commission a registration statement or
registration statements (the "Registration Statement") on any appropriate form
under the Securities Act, which form shall be available for the sale of the
Registrable Shares in accordance
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with the intended method or methods of distribution thereof; and use its
commercially reasonable efforts to cause such Registration Statement to become
effective;
(b) prepare and file with the Commission such amendments and post-
effective amendments to the Registration Statement as may be necessary to keep
each Registration Statement effective for the applicable period, or such shorter
period which will terminate when all Registrable Shares covered by such
Registration Statement have been sold; cause each Prospectus to be supplemented
by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act; and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Registration Statement or supplement to the Prospectus;
(c) notify the selling Stockholders and the managing underwriters, if
any, promptly, (i) when the Prospectus or any Prospectus supplement or post-
effective amendment has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the Prospectus or for additional information, (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (v) of the happening of any event which makes any statement made in the
Registration Statement, the Prospectus or any document incorporated therein by
reference untrue or which requires the making of any changes in the Registration
Statement, the Prospectus or any document incorporated therein by reference in
order to make the statements therein not misleading;
(d) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment;
(e) use its commercially reasonable efforts to cause the Registrable
Shares covered by the applicable Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Registrable Shares;
(f) use its commercially reasonable efforts to cause all Registrable
Shares covered by any Registration Statement to be listed on each securities
exchange on which similar securities issued by the Company are then listed, or
cause such Registrable Shares to be authorized for trading on the NASDAQ
National Market System if any similar securities issued by the Company are then
so authorized, if requested by the holders of a majority of such Registrable
Shares or the managing underwriters, if any;
(g) upon the occurrence of any event contemplated by Section
4.2(c)(v) above, prepare a supplement or post-effective amendment to the
Registration Statement
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or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Shares, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading;
(h) otherwise use its commercially reasonable efforts to comply with
all applicable rules and regulations of the Commission.
The Company may require each seller of Registrable Shares as to which any
Piggyback Registration is being effected to furnish to the Company such
information regarding the proposed distribution of such securities as the
Company may from time to time reasonably request in writing.
Each Stockholder agrees by acquisition of such Registrable Shares
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4.2(c)(v), such Stockholder will forthwith
discontinue disposition of Registrable Shares pursuant to the Registration
Statement until such Stockholder's receipt of copies of the supplemented or
amended Prospectus as contemplated by Section 4.2(g); or until it is advised in
writing (the "Advice") by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus, and, if so directed by the
Company, such Stockholder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Stockholder's
possession, of the Prospectus covering such Registrable Shares.
4.3 Restrictions on Public Sale. To the extent not inconsistent with
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applicable law, (i) each Stockholder agrees not to effect any public sale or
distribution of Registrable Shares, including a sale pursuant to Rule 144 (or
any similar provision then in force) under the Securities Act, during the 180-
day period (or such shorter period as may be consented to by the managing
underwriter or underwriters, and the Company agrees to use its commercially
reasonable efforts to cause any such consent granted by any underwriter to be
made available to all other holders of Registrable Shares on a ratable basis)
following its initial public offering (whether or not a Qualified Offering), and
(ii) each Stockholder whose Registrable Shares are included in a Registration
Statement hereunder, if requested by the managing underwriter or underwriters
for such Piggyback Registration, agrees not to effect any public sale or
distribution of Registrable Shares, including a sale pursuant to Rule 144 (or
any similar provision then in force) under the Securities Act, during the 15
business days prior to, and during the 90-day period (or such shorter period as
may be consented to by such underwriter or underwriters, which consent, if
granted, will be made available to all other holders of Registrable Shares on a
ratable basis) following the effective date of a Registration Statement pursuant
to such Piggyback Registration (except as part of such Piggyback Registration).
4.4 Registration Expenses. All expenses incident to the Company's
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performance of or compliance with this Section 4 will be borne by the Company,
including, without limitation, all registration and filing fees, the fees and
expenses of the counsel and accountants for the Company (including the expenses
of any "cold comfort" letters and special audits required by or incident to the
performance of such persons), all other costs and expenses of the Company
incident to the preparation, printing and filing under the Securities Act of the
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Registration Statement (and all amendments and supplements thereto) and
furnishing copies thereof and of the Prospectus included therein, the costs and
expenses incurred by the Company in connection with the qualification of the
Registrable Shares under the state securities or "Blue Sky," laws of various
jurisdictions, the costs and expenses associated with filings required to be
made with the NASD (including, if applicable, the fees and expenses of any
"qualified independent underwriter" and its counsel as may be required by the
rules and regulations of the NASD), the costs and expenses of listing the
Registrable Shares for trading on a national securities exchange or authorizing
them for trading on the NASDAQ National Market System and all other costs and
expenses incurred by the Company in connection with any Piggyback Registration
hereunder; provided, however, that the Company shall not bear the costs and
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expenses of any selling Stockholder for underwriters' commissions, brokerage
fees or transfer taxes, or the fees and expenses of any counsel, accountants or
other representative retained by any selling Stockholder.
4.5 Indemnification.
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(a) Indemnification by the Company. The Company agrees to indemnify,
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to the full extent permitted by law, each Stockholder, its officers, directors
and agents and each person who controls such Stockholder within the meaning of
the Securities Act and the Exchange Act (each, an "Indemnified Holder"), against
all losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus, or any omission or alleged
omission to state therein a material fact necessary to make the statements
therein (in the case of a Prospectus or any preliminary Prospectus, in light of
the circumstances under which they were made) not misleading, except to the
extent that such untrue statement or omission is caused by any information with
respect to such Indemnified Holder furnished in writing to the Company by such
Indemnified Holder or its representative expressly for use therein.
(b) Indemnification by Holders of Registrable Shares. In connection
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with any Piggyback Registration, each Stockholder participating therein will
furnish to the Company in writing such information with respect to the
Stockholder as the Company reasonably requests for use in connection with any
Registration Statement, Prospectus or preliminary Prospectus, and agrees to
indemnify, to the full extent permitted by law, the Company, the directors and
officers of the Company signing the Registration Statement and each person who
controls the Company (within the meaning of the Securities Act and the Exchange
Act) against any losses, claims, damages, liabilities and expenses resulting
from any untrue statement of a material fact or any omission to state a material
fact required to be stated therein or necessary to make the statements in the
Registration Statement, Prospectus or preliminary Prospectus (in the case of the
Prospectus or any preliminary Prospectus, in light of the circumstances under
which they were made) not misleading, to the extent, and only to the extent,
that such untrue statement or omission is caused by any information with respect
to the Stockholder so furnished in writing by the Stockholder or its
representative specifically for inclusion therein. In no event shall the
liability of any selling Stockholder hereunder be greater in amount than the
dollar amount of the net proceeds (after deducting commissions and expenses)
received by such Stockholder upon the sale of the Registrable Shares giving rise
to such indemnification obligation. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals
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participating in the distribution, to the same extent as provided above with
respect to information with respect to such persons or entities so furnished in
writing by such persons or entities or their representatives specifically for
inclusion in any Registration Statement, Prospectus or preliminary Prospectus.
(c) Conduct of Indemnification Proceedings. Any person or entity
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entitled to indemnification hereunder will (i) give prompt written notice to the
indemnifying party after the receipt by the indemnified party of a written
notice of the commencement of any action, suit, proceeding or investigation or
threat thereof made in writing for which such indemnified party will claim
indemnification or contribution pursuant to this Agreement; provided, however,
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that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
Section 4.5(a) or 4.5(b), as applicable, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice and
(ii) unless in such indemnified party's reasonable judgment a conflict of
interest may exist between such indemnified and indemnifying parties with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party.
Whether or not such defense is assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
indemnifying party will be required to consent to the entry of any judgment or
to enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff of a release from all liability
in respect of such claim or litigation. An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel in any one
jurisdiction for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.
(d) Contribution. If for any reason the indemnification provided for
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in the preceding Section 4.5(a) or 4.5(b), as applicable, is unavailable to an
indemnified party as contemplated by such Section, then the indemnifying party,
in lieu of indemnification, shall contribute to the amount paid or payable by
the indemnified party as a result of such loss, claim, damage, liability or
expense in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations; provided, however, that no
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selling Stockholder shall be required to contribute in an amount greater than
the difference between the net proceeds received by the Stockholder with respect
to the sale of Registrable Shares and all amounts already contributed by the
Stockholder with respect to such claims, including amounts paid for any legal or
other fees or expenses incurred by the Stockholder.
4.6 Participation in Underwritten Registrations. No Stockholder may
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participate in any underwritten registration hereunder unless such Stockholder
(i) agrees to sell its Registrable Shares on the basis provided in any
underwriting arrangements approved by the Company, and (ii) accurately completes
in a timely manner and executes all questionnaires,
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powers of attorney, underwriting agreements and other documents customarily
required under the terms of such underwriting arrangements.
5. Miscellaneous Provisions
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5.1 Legend. In addition to any legends required by federal or state
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securities laws, the certificates representing the Merger Shares shall bear the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A SUPPLEMENTAL
STOCKHOLDERS' AGREEMENT DATED AS OF OCTOBER 10, 2000, AS AMENDED FROM TIME
TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON
REQUEST.
5.2 Transferees; Additional Restriction on Transfer. Each transferee
-----------------------------------------------
of Merger Shares from a Stockholder or a subsequent transferee (including the
transferee in a transfer from one Stockholder to another Stockholder) shall take
such Merger Shares subject to the same restrictions as existed in the hands of
the transferor, including, without limitation, the restrictions imposed on
Stockholders under Section 3 hereof and restrictions on the sale of Merger
Shares under Section 4.3(a) hereof. No transferee of Merger Shares from a
Stockholder or a subsequent transferee, (other than a transferee receiving
Merger Shares in a Permitted Transfer under Section 3.3) shall be entitled to
the benefits provided to Stockholders hereunder, including, without limitation,
the registration rights under Section 4 hereof.
5.3 Specific Performance, Etc. The Company and each Stockholder, in
-------------------------
addition to being entitled to exercise all rights provided herein, in the
Company's Certificate of Incorporation or granted by law, including recovery of
damages, shall be entitled to specific performance of its rights under this
Agreement. Each party agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
5.4 Notices. All notices, requests, demands and other communications
-------
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly received when received if personally
delivered; when transmitted if transmitted by telecopy, electronic or digital
transmission method; the day after it is sent, if sent for next day delivery to
a domestic address by recognized overnight delivery service (e.g., FedEx); and
----
upon receipt, if sent by certified or registered mail, return receipt requested.
In each case notice shall be sent to the parties at their addresses listed on
Annex I attached hereto, or to such other place and with such other copies as
any party may designate as to itself or himself by written notice to the others.
5.5 Entire Agreement; Amendments and Waivers. This Agreement
----------------------------------------
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties hereto. The provisions
of this Agreement, including the provisions of this sentence, may
-11-
<PAGE>
not be amended, modified or supplemented, and waivers of or consents to
departures from the provisions hereof may not be given unless approved in
writing by the Company and the holders of sixty-six and two thirds percent (66-
2/3%) of the Merger Shares then outstanding; provided, however, that this
-------- -------
Agreement shall be automatically amended to include any Permitted Transferee of
a Stockholder. No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be
construed as waiver of any preceding or succeeding breach and no failure by any
party to exercise any right or privilege hereunder shall be deemed a waiver of
such party's rights or privileges hereunder or shall be deemed a waiver of such
party's rights to exercise the same at any subsequent time or times hereunder.
5.6 Termination. If not terminated sooner pursuant to the terms
-----------
hereof, Section 3 of this Agreement (regarding rights of first refusal) shall
terminate and cease to be of any further force or effect upon the Company's
merger with and into another corporation or other entity where, upon
consummation of the merger, the holders of the Company's voting stock
immediately prior to the merger will hold less than 50% of the voting stock of
the surviving corporation immediately after the merger. If not terminated
sooner pursuant to the terms hereof, Section 4 of this Agreement (regarding
registration rights) shall terminate and cease to be of any further force or
effect upon the Company's merger with and into another corporation where, in
connection with the merger, the Merger Shares are exchanged exclusively for cash
and/or shares of capital stock or other securities that are publicly traded on a
national securities exchange or authorized for trading on the Nasdaq National
Market System.
5.7 Recapitalizations, Exchange, Etc. Affecting the Company's Stock.
---------------------------------------------------------------
The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to the Merger Shares, to any and all shares of capital stock
of the Company that may be issued in respect of, in exchange for, or in
substitution of the Merger Shares and shall be appropriately adjusted for any
stock dividends, splits, reverse splits, combinations, recapitalizations and the
like occurring after the date hereof.
5.8 Multiple Counterparts. This Agreement may be executed in one or
---------------------
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.9 Headings. The headings of the Articles herein are inserted for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
5.10 Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the internal laws of the State of Delaware, without regard to
principles of conflict of laws.
5.11 Construction. Differences in language as between similar
------------
provisions covering similar matters may reflect differences in style rather than
a different substantive intent and should be construed accordingly.
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<PAGE>
5.12 Invalidity. In the event that any one or more of the provisions
----------
contained in this Agreement or in any other document or instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such document or instrument
5.13 Cumulative Remedies. All rights and remedies of either party
-------------------
hereto are cumulative of each other and of every other right or remedy such
party may otherwise have at law or in equity, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
TELLIUM, INC.
By: /s/ Nicholas DeVito
---------------------------------
Name: Nicholas DeVito
Title: VP Business Development
/s/ Gregory Alper
------------------------------------
/s/ Gunnar Andersson
------------------------------------
/s/ Robert Angliss
------------------------------------
/s/ Trisha N. Allen
------------------------------------
/s/ Paula Baker
------------------------------------
/s/ Robert Baker
------------------------------------
/s/ Linda Balas
------------------------------------
/s/ David Blake, Jr. & Julie Blake
------------------------------------
/s/ Deborah Bokar
------------------------------------
Deborah Bokar Living Trust
/s/ Betsy Brigs-Nogueira
------------------------------------
/s/ Michael R. Brown
------------------------------------
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<PAGE>
/s/ Louis Cairo
---------------------------------------
/s/ John Campbell
---------------------------------------
/s/ Rudolf Carl
---------------------------------------
Rudolf Carl Trust
/s/ Robert Greenlee
----------------------------------------
President
Centennial Investment Management
/s/ Daisy Chong
---------------------------------------
/s/ Ross P. Cooney
---------------------------------------
/s/ Barry Costello
----------------------------------------
/s/ Barbara A. Cross
----------------------------------------
/s/ John Crowley
---------------------------------------
/s/ French S. Durst
-----------------------------------------
/s/ Ronald K. Elliott
------------------------------------------
/s/ William Fee
------------------------------------------
/s/ S. Lisa Ferreira
------------------------------------------
/s/ Gary Flack
------------------------------------------
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<PAGE>
/s/ Edouard J. Fontenot
------------------------------------------
/s/ Edward Fontenot
------------------------------------------
/s/ Marie Y. Fontenot
------------------------------------------
/s/ Michael Friedenbach
------------------------------------------
/s/ Mary Ann Golay
------------------------------------------
/s/ Michael Goldberg
------------------------------------------
/s/ Brad Golson
------------------------------------------
/s/ David Greenberg
------------------------------------------
/s/ Lou Greenberg
------------------------------------------
/s/ Robert Greenlee
------------------------------------------
/s/ Courtney Hendrix
------------------------------------------
/s/ Jean Hogan
------------------------------------------
/s/ Anthony & Carolyn Jeffries
------------------------------------------
/s/ Bradley N. Jennings
------------------------------------------
/s/ Michael Kahn
------------------------------------------
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<PAGE>
/s/ Sheldon Kahn
------------------------------------------
/s/ Bonnie Kassell
------------------------------------------
/s/ Stuart M. Leudan
------------------------------------------
President
Katz Family Limited Partnership
/s/ Bernard R. Kornhaber
------------------------------------------
Bernard Kornhaber Revocable Trust
/s/ Marda Kornhaber
------------------------------------------
/s/ Anne Lenot
------------------------------------------
/s/ Stuart Leudan
------------------------------------------
/s/ Anne Livingston
------------------------------------------
/s/ Robert Logelin
------------------------------------------
/s/ Paul Lurie
------------------------------------------
/s/ David Monson
------------------------------------------
/s/ Tammy Muller
------------------------------------------
/s/ Carol Jean Myren
------------------------------------------
/s/ William H. Pearlman
------------------------------------------
General Partner
Pearlman Family Limited Partnership
-17-
<PAGE>
/s/ Charles Peres
----------------------------------------------
/s/ Rainerio Reyes
----------------------------------------------
/s/ Alan T. Richards
----------------------------------------------
/s/ Michele Rueckert
----------------------------------------------
/s/ Carolyn E. Shaffer
----------------------------------------------
/s/ Jonathan Sheinkop
----------------------------------------------
/s/ Michael Sheinkop
----------------------------------------------
/s/ Mitchell B. Sheinkop
----------------------------------------------
/s/ Donald Shwayder
----------------------------------------------
/s/ Scott Shwayder
----------------------------------------------
/s/ Dan Smathers
----------------------------------------------
/s/ Richard Stauter
----------------------------------------------
/s/ Paul Sugar and Judith Sugar
----------------------------------------------
Paul Sugar and Judith Sugar Joint Living Trust
/s/ Carl Symons
----------------------------------------------
/s/ Carol Coghlan Gavin
----------------------------------------------
Tellabs, Inc.
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<PAGE>
By Carol Coghlan Gavin
Vice President, General Counsel and Secretary
/s/ May Vang Vue
-----------------------------------------
/s/ Zandra Voss-Wagner
-----------------------------------------
/s/ Eugene Weisman
-----------------------------------------
/s/ Larry Weisman
-----------------------------------------
/s/ John C. Wittenberger
-----------------------------------------
/s/ Arthur Wong
-----------------------------------------
/s/ Philip Wong
-----------------------------------------
/s/ Doua Xiong
-----------------------------------------
/s/ Fong Yang
-----------------------------------------
-19-
<PAGE>
EXHIBIT A
---------
Gregory Alper
Gunnar Andersson
Robert Angliss
Trisha N. Allen
Paula Baker
Robert Baker
Linda Balas
David Blake, Jr. & Julie Blake
Deborah Bokar Living Trust
Betsy Brigs-Nogueira
Michael R. Brown
Louis Cairo
John Campbell
Rudolf Carl Trust
Centennial Investment Management
Daisy Chong
Ross P. Cooney
Barry Costello
Barbara A. Cross
John Crowley
French S. Durst
Ronald K. Elliott
-20-
<PAGE>
William Fee
S. Lisa Ferreira
Gary Flack
Edouard J. Fontenot
Edward Fontenot
Marie Y. Fontenot
Michael Friedenbach
Mary Ann Golay
Michael Goldberg
Brad Golson
David Greenberg
Lou Greenberg
Robert Greenlee
Courtney Hendrix
Jean Hogan
Anthony & Carolyn Jeffries
Bradley N. Jennings
Michael Kahn
Sheldon Kahn
Bonnie Kassell
Katz Family Limited Partnership
Bernard Kornhaber Revocable Trust
Marda Kornhaber
-21-
<PAGE>
Anne Lenot
Stuart Leudan
Anne Livingston
Robert Logelin
Paul Lurie
David Monson
Tammy Muller
Carol Jean Myren
Pearlman Family Limited Partnership
Charles Peres
Rainerio Reyes
Alan T. Richards
Michele Rueckert
Carolyn E. Shaffer
Jonathan Sheinkop
Michael Sheinkop
Mitchell B. Sheinkop
Donald Shwayder
Scott Shwayder
Dan Smathers
Richard Stauter
Paul Sugar and Judith Sugar Joint Living Trust
Carl Symons
-22-
<PAGE>
Tellabs, Inc.
May Vang Vue
Zandra Voss-Wagner
Eugene Weisman
Larry Weisman
John C. Wittenberger
Arthur Wong
Philip Wong
Doua Xiong
Fong Yang
-23-
