THE 1933 ACT) THAT HAVE BEEN REACQUIRED BY ANY OF THEM AND SHALL IMMEDIATELY
UPON ANY PURCHASE OF ANY SUCH SECURITIES SUBMIT SUCH SECURITIES TO THE TRUSTEE
FOR CANCELLATION.
5.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
5.10.
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
5.11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
5.12.
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF
THE PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE,
IS HELD INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING
PROVISIONS CONTAINED HEREIN SHALL NOT BE AFFECTED OR IMPAIRED THEREBY.
5.13.
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY
THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE
PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN.
THERE ARE NO
RESTRICTIONS, PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH
OR REFERRED TO HEREIN WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE
COMPANY WITH RESPECT TO THE REGISTRABLE SECURITIES.
THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Coherent, Inc.
By:
/s/ John R. Ambroseo
Name: John R. Ambroseo
Title:
President and Chief
Executive Officer
Confirmed and accepted
as of the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
/s/ Stephen Miller
Name: Stephen Miller
Title: Managing Director
19