EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2001 • Coherent Inc • Laboratory analytical instruments • New York
BY AND AMONGAgreement and Plan of Reorganization • May 4th, 1999 • Coherent Inc • Laboratory analytical instruments • Delaware
EXHIBIT 4 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of April 30, 2001 (the "FIRST AMENDMENT"), by and among ESC MEDICAL SYSTEMS, LTD., a corporation organized under the laws of the State of...Asset Purchase Agreement • May 10th, 2001 • Coherent Inc • Laboratory analytical instruments • New York
Registration Rights Agreement Dated As of March 13, 2006 between Coherent, Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • March 13th, 2006 • Coherent Inc • Laboratory analytical instruments • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 7, 2006, between the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of $175,000,000 aggregate principal amount ($200,000,000 principal amount if the Initial Purchaser exercises its overallotment option in full) of the Company’s 2.75% Convertible Subordinated Notes due 2011 (the “Notes” and together with the shares of common stock of the Company into which the Notes are convertible, the “Securities”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
COHERENT, INC. (a Delaware Corporation)Purchase Agreement • May 10th, 2006 • Coherent Inc • Laboratory analytical instruments • New York
Coherent, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or the “Initial Purchaser”) with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of $175,000,000 aggregate principal amount of the Company’s 2.75% Convertible Subordinated Notes due 2011 (the “Initial Securities”), and with respect to the grant by the Company to the Initial Purchaser of the option described in Section 2(b) hereof to purchase all or any part of an additional $25,000,000 aggregate principal amount of 2.75% Convertible Subordinated Notes due 2011 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 13, 2006 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among COHERENT, INC., LUMENTUM HOLDINGS INC., CHEETAH ACQUISITION SUB, INC., and CHEETAH ACQUISITION SUB LLC Dated as of March 9, 2021Agreement and Plan of Merger • March 10th, 2021 • Coherent Inc • Laboratory analytical instruments • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 9, 2021, is by and among Coherent, Inc., a Delaware corporation (the “Company”), Lumentum Holdings Inc., a Delaware corporation (“Parent”), Cheetah Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), and Cheetah Acquisition Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Parent, the Merger Subs and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties, and is effective as of January 18, 2021 (the “Original Agreement Date”).”
CREDIT AGREEMENT Dated as of November 7, 2016 among COHERENT, INC., as the Parent, COHERENT HOLDING GMBH, as the Borrower, CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors, BARCLAYS BANK PLC, as Administrative Agent and as an L/C Issuer, BANK OF...Credit Agreement • November 8th, 2016 • Coherent Inc • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG COHERENT, INC., SPIDER ACQUISITION CORPORATION AND EXCEL TECHNOLOGY, INC.Agreement and Plan of Merger • February 21st, 2006 • Coherent Inc • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 20, 2006, by and among Coherent, Inc., a Delaware corporation (“Parent”), Spider Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Excel Technology, Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 30, 2001, by and among ESC MEDICAL SYSTEMS LTD., a corporation duly organized and existing under the laws of the State of Israel, having its...Registration Rights Agreement • May 14th, 2001 • Coherent Inc • Laboratory analytical instruments • New York
MERGER AGREEMENT by and among COHERENT, INC. REMBRANDT MERGER SUB CORP. and ROFIN-SINAR TECHNOLOGIES INC.Merger Agreement • March 16th, 2016 • Coherent Inc • Laboratory analytical instruments • New York
THIS MERGER AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2016 by and among Coherent, Inc., a Delaware corporation (“Parent”), Rembrandt Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Rofin-Sinar Technologies Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.
AGREEMENT AND PLAN OF MERGER by and among COHERENT, INC., II-VI INCORPORATED, and WATSON MERGER SUB INC. Dated as of March 25, 2021Agreement and Plan of Merger • March 25th, 2021 • Coherent Inc • Laboratory analytical instruments • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2021, is by and among Coherent, Inc., a Delaware corporation (the “Company”), II-VI Incorporated, a Pennsylvania corporation (“Parent”), and Watson Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2000 • Coherent Inc • Laboratory analytical instruments • New York
FORM OF LOCK-UP LETTER AGREEMENTLetter Agreement • May 10th, 2006 • Coherent Inc • Laboratory analytical instruments
LOAN AGREEMENTLoan Agreement • January 26th, 2009 • Coherent Inc • Laboratory analytical instruments • California
THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of March 31, 2008 by and between COHERENT, INC., a Delaware corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).
January 5, 2009Letter Agreement • January 8th, 2009 • Coherent Inc • Laboratory analytical instruments
This letter agreement (this “Agreement”) amends certain of the provisions of the letter agreement dated January 31, 2008 (the “Prior Letter Agreement”) by and among Coherent, Inc., a Delaware corporation (the “Company”), on the one hand, and Oliver Press Partners, LLC, Oliver Press Investors, LLC, Augustus K. Oliver and Clifford Press (hereinafter collectively referred to as the “OPP Parties”), on the other hand. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Prior Letter Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Prior Letter Agreement is hereby amended as follows:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 11th, 2016 • Coherent Inc • Laboratory analytical instruments • California
This Transition Services Agreement (“Agreement”) is made and entered into as of February /s/ 22, 2016 (the “Agreement Date”) by and between Coherent, Inc., a Delaware corporation having its principal offices at 5100 Patrick Henry Drive, Santa Clara, CA 95054 (“Company”) and Helene Simonet (“Ms. Simonet”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2020 • Coherent Inc • Laboratory analytical instruments • California
This Employment Agreement (the “Agreement”) is entered into for employment as Chief Executive Officer beginning on April 6, 2020 (the “Effective Date”) between Coherent, Inc. (the “Company”) and Andreas W. Mattes (“Executive”) (hereinafter collectively referred to as the “Parties”).
COHERENT EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENTEquity Incentive Plan • February 1st, 2021 • Coherent Inc • Laboratory analytical instruments • Delaware
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • May 9th, 2017 • Coherent Inc • Laboratory analytical instruments • New York
This Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017 (this “Amendment”), to that certain Credit Agreement, dated as of November 7, 2016 (the “Credit Agreement”), among COHERENT, INC., a Delaware corporation (the “Parent”), COHERENT HOLDING GMBH, a German company with limited liability (the “Borrower”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”) and as an L/C Issuer, BANK OF AMERICA, N.A., as an L/C Issuer, MUFG UNION BANK, N.A., as an L/C Issuer, and the financial institutions from time to time party thereto as lenders (in such capacity, the “Lenders”), is entered into by and among the Parent, the Borrower, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
COHERENT, INC. AND BANKBOSTON, N.A. RIGHTS AGENTCommon Shares Rights Agreement • July 1st, 1998 • Coherent Inc • Laboratory analytical instruments • Delaware
SECOND AMENDMENT TO LEASELease • August 11th, 2010 • Coherent Inc • Laboratory analytical instruments • California
This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of the seventh (7th) day of July, 2010, by and between 5200 PATRICK HENRY ASSOCIATES LLC, a Delaware limited liability company (“Landlord”), and COHERENT, INC., a Delaware corporation (“Tenant”).
MASTER LEASE AND SECURITY AGREEMENT Dated as of February 15, 2002 between SMBC LEASING AND FINANCE, INC. as Lessor and COHERENT, INC. as LesseeMaster Lease and Security Agreement • May 10th, 2002 • Coherent Inc • Laboratory analytical instruments • California
THIS MASTER LEASE AND SECURITY AGREEMENT (this "Lease"), dated as of February 15, 2002, is entered into between SMBC LEASING AND FINANCE, INC., a Delaware corporation, as the Lessor, and COHERENT, INC., a Delaware corporation, as the Lessee.
AGREEMENTAgreement • February 1st, 2021 • Coherent Inc • Laboratory analytical instruments
THIS AGREEMENT (“Agreement”) is entered into as of January 18, 2021 (“Execution Date”) by Kevin Palatnik (“Executive”) and Coherent, Inc. for and on behalf of itself and its predecessors, assigns, parents, subsidiaries, branches, affiliated entities and related entities (collectively “Company”). Executive and Company are collectively referred to in this Agreement as the “Parties”.
MUFGCoherent Inc • August 10th, 2016 • Laboratory analytical instruments • New York
Reference is made to the Amended and Restated Commitment Letter, dated as of April 5, 2016 (together with the exhibits and annexes attached thereto, the “Commitment Letter”), by and among Barclays Bank PLC (“Barclays”), Bank of America, N.A. (“BofA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”, which term shall include, in each case, MLPFS’s designated affiliate for any purpose thereunder, and together with BofA and their respective affiliates, “BAML”) (BAML, together with Barclays, each an “Initial Commitment Party” and together, the “Initial Commitment Parties”) and Coherent, Inc. (the “US Borrower”). Capitalized terms used but not defined herein are used with the meanings assigned to them in the Commitment Letter. This Joinder Agreement to Amended and Restated Commitment Letter (this “Joinder Agreement”) sets forth the understanding and agreement of the parties hereto regarding the joinder of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“MUFG” or the “Additional Commitme
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • May 13th, 2010 • Coherent Inc • Laboratory analytical instruments • California
THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2010 by and between UNION BANK, N.A., successor to UNION BANK OF CALIFORNIA, N.A. (“Bank”) and COHERENT, INC., a Delaware corporation (“Borrower”), with respect to the following facts:
COHERENT, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 15th, 2010 • Coherent Inc • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between Coherent, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Letter of Transmittal To Tender Shares of Common Stock (including the associated Common Share Purchase Rights issued under the First Amended and Restated Common Shares Rights Agreement) Pursuant to the Offer to Purchase for Cash Dated February 15,...Coherent Inc • February 15th, 2008 • Laboratory analytical instruments
American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219 For Eligible Institutions Only: (718) 234-5001 For Confirmation Only Telephone: (877) 248-6417 American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane Concourse Level New York, NY 10038
EXECUTIVE TRANSITION SERVICES AGREEMENTExecutive Transition Services Agreement • December 1st, 2020 • Coherent Inc • Laboratory analytical instruments • California
THIS EXECUTIVE TRANSITION SERVICES AGREEMENT (“Agreement”) is entered into as of August 20, 2020 (“Execution Date”) by Kevin Palatnik (“Executive”) and Coherent, Inc. for and on behalf of itself and its predecessors, successors, assigns, parents, subsidiaries, branches, affiliated entities and related entities (collectively, “Company”). Executive and Company are collectively referred to in this Agreement as the “Parties.”
FIFTH LOAN MODIFICATION AGREEMENTFifth Loan Modification Agreement • May 9th, 2012 • Coherent Inc • Laboratory analytical instruments • California
THIS FIFTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2012 by and between UNION BANK, N.A., successor to UNION BANK OF CALIFORNIA, N.A. ("Bank") and COHERENT, INC., a Delaware corporation ("Borrower"), with respect to the following facts:
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENTCommon Shares Rights Agreement • January 31st, 2005 • Coherent Inc • Laboratory analytical instruments
This Agreement of Substitution and Amendment is entered into as of September 8, 2004, by and between Coherent, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York banking corporation (“AST”).
COHERENT, INC. MANAGEMENT TRANSITION AGREEMENTManagement Transition Agreement • December 18th, 2002 • Coherent Inc • Laboratory analytical instruments • California
THIS AGREEMENT is effective as of April 8, 2002 (the "Effective Date"), by and between Coherent, Inc. ("Coherent") and Robert J. Quillinan ("Quillinan").
COHERENT, INC. MANAGEMENT TRANSITION AGREEMENTManagement Transition Agreement • December 18th, 2002 • Coherent Inc • Laboratory analytical instruments • California
THIS AGREEMENT is effective as of October 1, 2002 (the "Effective Date"), by and between Coherent, Inc. ("Coherent") and Bernard Couillaud ("Couillaud").
COHERENT, INC. RESTRICTED STOCK AGREEMENT APPENDIX A TERMS AND CONDITIONS OF RETRICTED STOCKRestricted Stock Agreement • August 9th, 2006 • Coherent Inc • Laboratory analytical instruments
Project Rembrandt Amended and Restated Commitment LetterAcquisition Agreement • May 11th, 2016 • Coherent Inc • Laboratory analytical instruments • Delaware
Reference is hereby made to the Commitment Letter, dated as of March 16, 2016 (the “Original Commitment Letter”), between Barclays Bank PLC (“Barclays”) and you (as defined below). The Original Commitment Letter is hereby amended and restated and superseded in its entirety as follows (and the Original Commitment Letter shall be of no further force and effect):
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2017 • Coherent Inc • Laboratory analytical instruments • New York
This Amendment No. 2 to Credit Agreement, dated as of July 5, 2017 (this “Amendment”) to that certain Credit Agreement, dated as of November 7, 2016 (as amended as of May 8, 2017 by that certain Amendment No.1 and Waiver to Credit Agreement, the “Credit Agreement”), among COHERENT, INC., a Delaware corporation (the “Parent”), COHERENT HOLDING GMBH, a German company with limited liability (the “Borrower”), the Guarantors from time to time party thereto, BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”) and as an L/C Issuer, BANK OF AMERICA, N.A., as an L/C Issuer, MUFG UNION BANK, N.A., as an L/C Issuer, and the financial institutions from time to time party thereto as lenders (in such capacity, the “Lenders”), is entered into by and among Parent, Borrower, COHERENT EUROPE B.V., a company incorporated as a belsloten vennootschap met beperkte aansprakelijkheid under the laws of the Netherlands (“EBV”), ROFIN-SINAR TECHNOLOGIES EUROPE, S.L., a company validly incorpo