EXHIBIT
4.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is entered into this 18th day of June, 2004 (the
“Effective Date”), by and among WJ COMMUNICATIONS, INC., a Delaware corporation
(the “Company”), EiC Corporation, a California corporation (“EiC”), and EiC
Enterprises Limited, a corporation organized under the Laws of Bermuda (“EiC
Enterprises”).


 


WHEREAS, the
parties have entered into the Asset Purchase Agreement of even date herewith
(the “Asset Purchase Agreement”) which provides for, among other things, (i)
the issuance of 442,882 shares of the Company’s Common Stock, $0.01 par value
per share (“Common Stock”), to EiC and EiC Enterprises at Closing (the “Closing
Payment Shares”), (ii) the issuance of shares of Common Stock as part of the
Escrow Deposit (the “Escrow Deposit Shares”), and (iii) the issuance of shares
of Common Stock as part of the Earnout Payments (the “Earnout Payment Shares”);
and


 


WHEREAS, as a
condition of its willingness to accept the Closing Payment Shares, the Escrow
Deposit Shares and the Earnout Payment Shares under the Asset Purchase
Agreement, EiC and EiC Enterprises desire that the Company undertake certain
registration obligations with respect to the resale by EiC and EiC Enterprises
of the Closing Payment Shares and certain other obligations with respect to the
Closing Payment Shares, the Escrow Deposit Shares and the Earnout Payment
Shares.


 


NOW, THEREFORE,
in consideration of the mutual premises and covenants herein contained, the
Company, EiC and EiC Enterprises hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used, but not otherwise
defined herein shall have the meaning set forth in the Asset Purchase
Agreement.  As used herein:


 


(a)                                  The
term “Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(b)                                 The
term “Employees” means the employees of EiC who will receive Closing Payment
Shares from EiC pursuant to a Change of Control Agreement entered into between
such employees and EiC prior to the Effective Date.


 


(c)                                  The
term “Holder” means EiC and EiC Enterprises.


 


(d)                                 The
terms “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a Registration Statement in compliance with
the Securities Act, and the declaration or ordering of the effectiveness of
such Registration Statement.


 

















 


(e)                                  The
term “Person” shall have the meaning set forth in Section 2(2) of the
Securities Act.


 


(f)                                    The
term “Prospectus” shall have the meaning set forth in Section 2(10) of the
Securities Act.


 


(g)                                 The
term “Registrable Securities” means the Closing Payment Shares and shall not
include any Escrow Deposit Shares or any Earnout Payment Shares.


 


(h)                                 The
term “Registration Expenses” shall mean any and all expenses incident to the
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. (the “NASD”) registration and filing fees, including, if applicable, the
fees and expenses of any “qualified independent underwriter” (and its counsel)
that is required to be retained by any Holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of one counsel for any
underwriters or Holder in connection with blue sky qualification of any of the
Registrable Securities) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, and in preparing or
assisting in preparing, printing and distributing any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) the fees
and disbursements of counsel for the Company and of the independent certified
public accountants of the Company, including the expenses of any “cold comfort”
letters required by or incident to such performance and compliance, (vi) the
fees and expenses of any exchange agent or custodian, (vii) all fees and
expenses incurred in connection with the listing, if any, of any of the
Registrable Securities on any securities exchange or exchanges, and (viii) the
reasonable fees and expenses of any special experts retained by the Company in
connection with any Registration Statement.


 


(i)                                     The
term “Registration Statement” shall mean any Registration Statement of the
Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


(j)                                     The
term “Restricted Securities” shall mean any Closing Payment Shares, any Escrow
Deposit Shares, and any Earnout Payment Shares.


 


(k)                                  The
term “Rule 144” shall mean Rule 144 promulgated under the Securities
Act, or any similar federal rules thereunder, all as the same shall be in
effect at the time.


 


(l)                                     The
term “Securities Act” means the Securities Act of 1933, as amended.


 


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(m)                               The
term “SEC” means the Securities and Exchange Commission.


 


2.                                       Registration
for Resale.  Subject to the
Company’s postponement rights set forth in Section 9 of this Agreement,
the Company shall use commercially reasonable efforts to file a Registration
Statement within six (6) months after the Effective Date covering the public
resale of the Registrable Securities by the Holder and of the Registrable
Securities by the Employees; provided, however, that the amount of
Registrable Securities that Holder may sell under the Registration Statement
during each period of 90 days shall be limited as set forth in the lock-up
agreement entered into with the Company by the Holder on the Effective Date.


 


3.                                       Effectiveness.  Subject to the Company’s suspension rights
set forth in Section 8 of this Agreement, the Company shall use
commercially reasonable efforts to maintain the effectiveness of any
Registration Statement pursuant to which any of the Registrable Securities are
being offered for up to 180 days (or such shorter period of time as all of the
Registrable Securities are resold by the Holder on the public market), and from
time to time will amend or supplement such Registration Statement and the
Prospectus contained therein to the extent necessary to comply with the
Securities Act and any applicable state securities laws or regulations.  A Registration Statement pursuant to which any
Registrable Securities are being offered will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of the Registrable
Securities pursuant to such Registration Statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, or by exercise of the Company’s suspension rights
set forth in Section 8 such Registration Statement will be deemed not to
have been effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume. Subject to the Company’s suspension rights set forth in Section 8
and postponement rights set forth in Section 9 of this Agreement, the
Company will be deemed not to have used commercially reasonable efforts to
cause the Registration Statement to become, or to remain, effective during the
requisite period if it voluntarily takes any action that would result in any
such Registration Statement not being declared effective or that would result
in the Holder or the Employees not being able to offer and sell the Registrable
Securities during that period unless such action is required by applicable laws
and regulations or currently prevailing interpretations of the staff of the
SEC.  The Company shall also provide the
Holder with as many copies of the Prospectus contained in any such Registration
Statement as the Holder may reasonably request.


 


4.                                       Expenses
of Registration.  All Registration
Expenses incurred in connection with any registration, qualification or
compliance pursuant to this Agreement shall be borne by the Company. Except as
provided herein, the Holder and the Employees shall pay all fees and expenses
of its legal counsel, underwriters’ fees, discounts or commissions or transfer
taxes, if any, relating to the sale or disposition of the Holder’s and the
Employees’ Registrable Securities.


 


5.                                       Registration
Procedures.  In the case of each
registration, qualification, or compliance effected by the Company pursuant to
this Agreement, the Company will keep the Holder advised in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense, the Company will:


 


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(a)                                  Prepare
and file with the SEC a Registration Statement with respect to such Registrable
Securities as described in Section 2 and use commercially reasonable
efforts to cause such Registration Statement to become effective and to remain
effective in accordance with Section 3 (provided that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company will furnish to the counsel selected by the Holder copies of all
such documents proposed to be filed, which documents will be subject to the
review of such counsel);


 


(b)                                 Prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and current for a period of not
less than 180 days (or such shorter period of time as all of the Registrable
Securities are resold by the Holder and the Employees on the public market),
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
Holder and the Employees thereof as set forth in such Registration Statement;


 


(c)                                  (i)  Furnish to the Holder, and to each
underwriter, if any, without charge, such number of copies of such Registration
Statement, each amendment and supplement thereto, the Prospectus included in
such Registration Statement (including each preliminary Prospectus), and such
other documents as the Holder or underwriters may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by the Holder
and the Employees; and (ii) consent to the use of the Prospectus or any
amendment or supplement thereto by the Holder and the Employees of Registrable
Securities included in the Registration Statement in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or
any amendment or supplement thereto;


 


(d)                                 Use
its commercially reasonable efforts to register or qualify such Registrable
Securities under all applicable securities or blue sky laws of such
jurisdictions of the United States by the time the applicable Registration
Statement is declared effective by the SEC as the Holder may reasonably request
in writing and do any other related acts which may be reasonably necessary or
advisable to enable the Holder and the Employees and underwriters to consummate
the disposition in such jurisdictions of the Registrable Securities; provided,
however, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 5(d), (ii)
file any general consent to service of process in any jurisdiction where it
would not otherwise be subject to such service of process, or (iii) subject
itself to taxation in any such jurisdiction if it is not then so subject;


 


(e)                                  Notify
the Holder and its counsel promptly, and promptly confirm such notice in
writing, (i) at any time when a Prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result
of which, or the fact that, the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, at the reasonable
request


 


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of the Holder, the
Company will prepare a supplement or amendment to such Prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading; (ii)
when a Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (iii) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (iv) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the qualification of the Registrable Securities
or the initiation of any proceedings for that purpose, (v) if, between the
effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of
the Company contained in any underwriting agreement, purchase agreement,
securities sales agreement or other similar agreement, if any, cease to be true
and correct in all material respects, and (vi) the Company’s reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate;


 


(f)                                    If
applicable, use commercially reasonable efforts to cause all such Registrable
Securities to be listed or quoted on each securities exchange or interdealer
quotation system on which similar securities issued by the Company are then
listed or quoted;


 


(g)                                 Obtain
for delivery to the Company with copies to the Holder of the Registrable
Securities being registered, a comfort letter from the Company’s independent
public accountants in customary form and covering such matters of the type
customarily covered by comfort letters as the Holder shall reasonably request,
dated the effective date of the Registration Statement and brought down to the
closing;


 


(h)                                 Cooperate
with the Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and registered in such names as the Holder may reasonably
request at least two business days prior to the closing of any sale of
Registrable Securities pursuant to such Registration Statement;


 


(i)                                     Upon
the occurrence of any circumstance contemplated by Section 5(e)(iii),
5(e)(iv), or 5(e)(v) hereof, use best efforts to prepare a supplement or
post-effective amendment to such Registration Statement 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 Securities, such Prospectus will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and to notify the Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and the
Holder hereby agrees to suspend use of the Prospectus and notify the Employees
to suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission;


 


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(j)                                     Use
reasonable commercial efforts to take all other steps necessary to effect the
registration of the Registrable Securities covered by a Registration Statement
contemplated hereby.


 


6.                                       Indemnification
and Contribution.


 


(a)                                  In
connection with any Registration Statement, the Company shall indemnify and
hold harmless the Employees, the Holder and each underwriter who participates
in an offering of the Registrable Securities, each Person, if any, who controls
any of such parties within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act and each of their respective directors,
officers, employees and agents, as follows:


 


(i)                                     from
and against any and all loss, liability, claim, damage and expense whatsoever,
joint or several, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment thereto) covering Registrable Securities, including all documents
incorporated therein by reference, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;


 


(ii)                                  from
and against any and all loss, liability, claim, damage and expense whatsoever,
joint or several, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any court
or governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with the
prior written consent of the Company (which consent shall not be unreasonably
withheld); and


 


(iii)                               from
and against any and all expenses whatsoever, as incurred (including reasonable
fees and disbursements of counsel chosen by Holder or any underwriter (except
to the extent otherwise expressly provided in Section 6(c) hereof)),
incurred in investigating, preparing or defending against any litigation, or
any investigation or proceeding by any court or governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii) of this
Section 6(a);


 


provided,
however, that (i) this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished in writing to the
Company by the Holder or the Employees, or any underwriter with respect to the
Holder or the Employees, or any underwriter, as the case may be, expressly for
use in a


 


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Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) and (ii) the Company shall not be liable to the Holder or the
Employees, any underwriter or controlling Person, with respect to any untrue
statement or alleged untrue statement or omission or alleged omission in any
preliminary Prospectus to the extent that any such loss, liability, claim,
damage or expense of the Holder or the Employees, any underwriter or
controlling Person results from the fact that the Holder or the Employees or
any underwriter, sold Registrable Securities to a Person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the final Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to the Holder or any underwriter or
controlling Person and the loss, liability, claim, damage or expense of the
Holder or the Employees or underwriter, or controlling Person results from an
untrue statement or omission of a material fact contained in the preliminary
Prospectus which was corrected in the final Prospectus. Any amounts advanced by
the Company to an indemnified party pursuant to this Section 6 as a result
of such losses shall be returned to the Company if it shall be finally
determined by such a court in a judgment not subject to appeal or final review
that such indemnified party was not entitled to indemnification by the Company.


 


(b)                                 A
selling Holder agrees to indemnify and hold harmless the Company, any
underwriter and each of their respective directors, officers (including each
officer of the Company who signed the Registration Statement), employees and
agents, any underwriter or any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all loss, liability, claim, damage and expense whatsoever
described in the indemnity contained in Section 6(a) hereof, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in a Registration Statement or any Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such selling Holder with respect to such Holder expressly for use in
such Registration Statement, or any such Prospectus; provided that the
liability of the Holder for indemnification pursuant to this Section 6(b)
shall not exceed the gross proceeds from the sale of Registrable Securities
received by the Holder.


 


(c)                                  Each
indemnified party shall give prompt notice to each indemnifying party of any
action commenced against it in respect of which indemnity may be sought
hereunder, enclosing a copy of all papers properly served on such indemnified
party, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have under this Section 6,
except to the extent that it is materially prejudiced by such failure. An
indemnifying party may participate at its own expense in the defense of such
action, or, if it so elects within a reasonable time after receipt of such
notice, assume the defense of any suit brought to enforce any such claim; but
if it so elects to assume the defense, such defense shall be conducted by
counsel chosen by it and approved by the indemnified party or parties, which
approval shall not be unreasonably withheld. In the event that an indemnifying
party elects to assume the defense of any such suit and retain such counsel,
the indemnified party or parties shall bear the fees and expenses of any
additional counsel thereafter retained by such indemnified party or parties; provided,
however, that the indemnified party or parties shall have the right
to employ counsel (in addition to local counsel) to represent the indemnified
party or parties who may be subject to liability arising out of any action in
respect of which indemnity may be sought


 


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against the indemnifying
party if, in the reasonable judgment of counsel for the indemnified party or
parties, there may be legal defenses available to such indemnified party or
parties which are different from or in addition to those available to the
indemnifying party, in which event the fees and expenses of appropriate
separate counsel shall be borne by the indemnifying party. In no event shall
the indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel), separate from its own counsel, for all
indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release in form and substance
satisfactory to the indemnified parties of each indemnified party from ail
liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)                                 In
order to provide for just and equitable contribution in circumstances under
which any of the indemnity provisions set forth in this Section 6 is for
any reason held to be unavailable to the indemnified parties although
applicable in accordance with its terms, the Company and the Holder shall
contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by such indemnity agreement incurred by the Company
and the Holder, as incurred; provided, that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person that was not guilty of
such fraudulent misrepresentation. As between the Company and the Holder, such
parties shall contribute to such aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, with respect to
the statements or omissions which resulted in such loss, liability, claim,
damage or expense, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on
behalf of the Holder, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Holder agree that it would not be
just and equitable if contribution pursuant to this Section 6 were to be determined
by pro rata allocation or by any other method of allocation that does not take
into account the relevant equitable considerations. For purposes of this
Section 6, each affiliate of the Holder, and each director, officer,
employee, agent and Person, if any, who controls a Holder or such affiliate
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Holder,
and each director of the Company, each officer of the Company who signed the
Registration Statement, and each Person,


 


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if any, who controls the
Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution
as the Company.


 


(e)                                  The
obligations of the Company and the Holder under this Section 6 shall
survive the completion of an offering of Registrable Securities pursuant to a
Registration Statement.  Notwithstanding
the foregoing, to the extent that the indemnification and contribution
provisions contained in the underwriting agreement executed in connection with
such Registration Statement conflict with the foregoing provisions, the
provisions in such underwriting agreement shall control.


 


7.                                       Information
by Holder.  The Holder of
Registrable Securities included in any registration shall furnish to the
Company such written information regarding such Holder and the Employees and
the distribution proposed by such Holder and the Employees as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification, or compliance referred to in this paragraph,
includingthe names of the Employees to be included in the Registration
Statement and the number of shares the Employees desire to sell under the
Registration Statement provided, that Holder is not responsible for the
accuracy of any such information regarding the Employees and will have no
liability to Company as a result of providing such information to Company.


 


8.                                       Suspension
Rights.  The Company shall have the
right to extend, suspend or delay the effectiveness of any Registration
Statement for periods of up to an aggregate of 60 days if, upon advice of
counsel to the Company, effectiveness of such Registration Statement would
interfere with any then currently active acquisition, financing or similar
transaction of the Company by requiring the premature disclosure of any
material corporate development or otherwise or would interfere with the
registration rights of any third party under previous agreements entered into
by the Company prior to the date of this Agreement.


 


9.                                       Postponement
Rights.  The Company shall have the
right to postpone or delay the filing of any Registration Statement for periods
of up to an aggregate of 60 days if, upon advice of counsel to the Company, the
filing of such Registration Statement would interfere with any then current
active acquisition, financing or similar transaction of the Company or require
the premature disclosure of any material on-public information or because the
Company’s Board of Directors determines in good faith that it would be
seriously detrimental to the Company and its stockholders for such Registration
Statement to be filed or because it would interfere with the registration
rights of any third party under previous agreements entered into by the Company
prior to the date of this Agreement.


 


10.                                 Rule
144 Reporting Covenants of the Company. 
With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the Restricted
Securities to the public without registration, the Company agrees to use
commercially reasonable efforts to:


 


(a)                                  Make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act, at all times after the
Closing Date;


 


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(b)                                 File
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and


 


(c)                                  So
long as the Holder owns any Restricted Securities, to furnish to the Holder
forthwith upon request and at the Company’s expense a written statement by the
Company as to its compliance with the reporting requirements of said
Rule 144 and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as the
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing the Holder and the Employees to sell any such securities
without registration.


 


11.                                 Termination
of Obligations.  The Company’s
registration obligations pursuant to Sections 2 and 3 hereof shall terminate on
the earlier of (a) the date that all Registrable Securities held or entitled to
be held by Holder may immediately be sold without restriction (including volume
limitations) under Rule 144 during any 90-day period, or (b) one (1) year from
the Effective Date.


 


12.                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of Delaware, without
regard to the conflict of laws provisions thereof.


 


13.                                 Entire
Agreement.  This Agreement and the
other writings referred to herein contain the entire understandings among the
parties with respect to its subject matter. This Agreement supersedes all prior
agreements and understandings among the parties with respect to its subject
matter.


 


14.                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


15.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


 


16.                                 Communication
with Employees.  The parties hereto
agree and acknowledge that EiC shall have the obligation to communicate with
the Employees regarding the registration for resale of the Closing Payment
Shares EiC will distribute to them pursuant to the Change of Control
Agreement.  EiC covenants that it will:


 


(a)                                  Immediately
after receipt of copies of the Prospectus from the Company, furnish the
Prospectus to the Employees ;


 


(b)                                 Immediately
after receipt of the notice from the Company specified in Section 5(e)
above, promptly notify the Employees in writing (i) at any time when a
Prospectus is required to be delivered under the Securities Act, of the
happening of any event as a result of which, or the fact that, the Prospectus
included in such Registration Statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading; (ii) when a Registration Statement has become effective and when
any post-effective amendments and supplements thereto become effective, (iii)
of any request by the SEC or any


 


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state securities
authority for amendments and supplements to a Registration Statement or
Prospectus or for additional information after the Registration Statement has
become effective, (iv) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the qualification of the Registrable Securities or the initiation
of any proceedings for that purpose, (v) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, purchase agreement, securities sales agreement or
other similar agreement, if any, cease to be true and correct in all material
respects, and (vi) the Company’s reasonable determination that a post-effective
amendment to the Registration Statement would be appropriate.


 


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IN WITNESS WHEREOF,
the Company, EiC and EiC Enterprises have executed this Agreement on the day
and year first above written.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  WJ COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael Farese

  
	
   

  	
  Name:

  	
  Michael Farese

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “EiC”

  
	
   

  	
   

  
	
   

  	
  EiC Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Nicky Lu

  
	
   

  	
  Name:

  	
   Nicky Lu

  
	
   

  	
  Title:

  	
   

  	
   Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “EiC Enterprises”

  
	
   

  	
   

  
	
   

  	
  EiC Enterprises Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Nicky Lu

  
	
   

  	
  Name:

  	
   Nicky Lu

  
	
   

  	
  Title:

  	
   

  	
   Chairman and Chief Executive Officer

  
					



 


 


SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT


 


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