EXHIBIT 4.2
SELLER LOCK-UP
AGREEMENT
WJ Communications, Inc.
401 River Oaks Parkway
San Jose, CA 95134
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Re:
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Asset Purchase Agreement dated as of
June 3, 2004 (as amended, supplemented or otherwise modified
from time to time, the “Agreement”), between WJ
Communications, Inc. (the “Company”), EiC Corporation (“EiC”) and EiC
Enterprises Limited (“EiC Enterprises” and together,
the “Parties”)
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Ladies and Gentlemen:
1.
In order to induce the Company to
consummate the transactions provided for in the Agreement, each of
the undersigned agrees that it will not, without the
Company’s prior written consent, directly or indirectly,
offer, offer to sell, sell, loan, pledge, grant any rights,
contract to sell or grant any option to purchase or otherwise
dispose or transfer (collectively, “Dispose,” or a
“Disposition”) any shares of Company common stock
(“Common Stock”) issued or distributed to the
undersigned pursuant to the Agreement except as set forth on
Schedule A with respect to the issuance of Common Stock
to EiC and EiC Enterprises at Closing (the “Closing Payment
Shares”), Schedule B with respect to the issuance
of shares to EiC Enterprises as part of the Escrow Deposit, as
defined in the Agreement (the “Escrow Deposit Shares”),
and Schedule C with respect to the issuance of Common
Stock to EiC as part of the Earnout Payments, as defined in the
Agreement (the “Earnout Payment Shares”), provided,
however, that EiC may distribute the Earnout Payment Shares to EiC
Enterprises without the Company’s prior written
consent. The Closing Payment Shares, Escrow Deposit Shares
and Earnout Payment Shares are hereinafter collectively referred to
as the “Shares.”
2.
The foregoing restrictions are also
expressly intended to preclude the undersigned from engaging in any
hedging or other transaction which is designed to or is reasonably
expected to lead to or result in a Disposition of Shares during the
lock-up periods reflected on the Schedules attached hereto even if
such securities would be Disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions
include without limitation any short sale (whether or not against
the box) or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any
securities that include, relate to or derive any significant part
of their value from the Shares.
3.
Each of the undersigned hereby
agrees and consent