AMENDMENT NO. 2 TO CREDIT AGREEMENT

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 incorporated and duly existing under the laws of Spain (“RS Spain”), COHERENT DUTCH MERGER SUB B.V., a company incorporated as a besloten vennootschap met beperkte aansprakelijkheid under the laws of the Netherlands (“Dutch Merger Sub”), the other Guarantors and the Administrative Agent. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

WHEREAS, EBV and RS Spain pledged their respective interests in the outstanding shares of the Borrower in favor of the Administrative Agent, for the benefit of the Secured Parties to secure certain Obligations pursuant to that certain (i) Share Pledge Agreement, dated as of November 7, 2016, by and between EBV, the Borrower and Barclays Bank PLC, as administrative agent and collateral agent under the Loan Documents (in such capacity, the “Agent”); (ii) Amended Share Pledge Agreement, dated as of December 27, 2016, by and among, EBV, RS Spain, the Borrower and the Agent; and (iii) Confirmation and Junior Ranking Share Pledge Agreement, dated as of May 8, 2017, by and among EBV, RS Spain, the Borrower and the Agent (collectively, the “Equity Pledge Agreements”);

WHEREAS, Coherent, Inc., acting in its capacity as general partner (beherend vennoot) and in the name and for the account of COHR International Trading C.V., a limited partnership (commanditaire vennootschap) formed under the laws of the Netherlands (“CV2”), pledged its shares of Dutch Merger Sub in favor of the Administrative Agent, for the benefit of the Secured Parties to secure the Obligations pursuant to that certain deed of pledge of shares dated as of 7 November 2016;

WHEREAS, EBV, RS Spain and Dutch Merger Sub desire to enter into an agreement (the “Conversion Agreement”) providing for, inter alia, the conversion (the “Conversion”) of the legal form of the Borrower from a German company with limited liability to a Germany limited partnership (the Borrower, after giving effect to the Conversion, the “KG Borrower”);

WHEREAS, as an interim step, the Conversion Agreement contemplates that EBV will transfer fifty shares in the Borrower in a nominal amount of €50.00 (the “Trust Shares”) to Dutch Merger Sub to be held by it in trust for EBV (the “Trust”);

WHEREAS, upon completion of the steps contemplated by the Conversion Agreement and the registration of the conversion with the competent commercial register (Handelsregister) of the local court (Amtsgericht) Darmstadt, Germany, (i) the Conversion will be completed, (ii) EBV and RS Spain will be the limited partners of the KG Borrower with capital interests in the KG Borrower, and (iii) Dutch Merger Sub will be the general partner of KG Borrower without a capital interest in the KG Borrower;

WHEREAS, the Conversion Agreement and the steps contemplated thereby are pursuant to, and within the definition of, the Post-Closing Reorganization; and

WHEREAS, Section 11.01 of the Credit Agreement authorizes the Administrative Agent and the Borrower and the applicable Loan Parties party to the Credit Agreement to amend the Credit Agreement to permit the Post-Closing Reorganization; provided that the Required Lenders do not object in writing to such amendment within 10 Business Days of receipt of notice thereof.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Effective as of the Second Amendment Effective Date and subject to the satisfaction (or waiver) of the conditions set forth in Section 2 below, the Credit Agreement is hereby amended as follows:  

1.1    The following definitions of “Second Amendment” and “Second Amendment Effect Date” shall hereby be inserted into Section 1.01 of the Credit Agreement in the correct alphabetical order:

““Second Amendment”: Amendment No. 2, dated as of July 5, 2017, among the Parent, the Borrower, the Guarantors party thereto and the Administrative Agent.””

““Second Amendment Effective Date”: as defined in the Second Amendment.””

1.1    Section 7.21 of the Credit Agreement is hereby amended by adding the following clause (c) immediately after clause (b) thereof:

“(c)    In connection with the Conversion Agreement (as such term is defined in the Second Amendment) and the steps contemplated thereby, the Loan Parties shall deliver, or cause to be delivered, the items set forth in Section 4 of the Second Amendment on or prior to the dates set forth therein and such items shall constitute all of the actions required to be taken and items to be delivered by the Loan Parties under this Agreement and the other Loan Documents in respect of or as a result of the Conversion Agreement (as such term is defined in the Second Amendment) and the steps contemplated thereby, and all representations, warranties and covenants contained in this Agreement (including the obligations under Section 7.14) and the other Loan Documents shall be deemed modified to so limit the actions and deliverables.”

1.2    Section 8.09(a) of the Credit Agreement is hereby amended by deleting clause (13) in its entirety and inserting the below clauses (13) and (14) at the end of Section 8.09(a):

“(13) Contractual Obligations contemplated by or pursuant to the Post-Closing Reorganization; and

(14) any encumbrances or restrictions of the type referred to in clauses (a)(i) through (iv) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of, or similar arrangements to, the contracts, instruments or obligations referred to in clauses (1) through (13) above.”

1.3    Section 8.09(b) of the Credit Agreement is hereby amended by deleting clause (13) in its entirety and inserting the below clauses (13) and (14) at the end of Section 8.09(b):

“(13) Contractual Obligations contemplated by or pursuant to the Post-Closing Reorganization; and

(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of, or similar arrangements to, the contracts, instruments or obligations referred to in clauses (1) through (13) above.”

This Amendment shall be effective (the “Second Amendment Effective Date”) on the date that the following conditions precedent having been satisfied or duly waived:

2.1    Executed Agreement. The Administrative Agent shall have received this Amendment, duly executed by each of the Parent, the Borrower, the Guarantors and the Administrative Agent.

2.2    Fees and Other Amounts. The Parent shall have paid in full in immediately available funds on the Second Amendment Effective Date all fees and reimbursable expenses that have been invoiced at least one Business Day prior to the Second Amendment Effective Date that are due and payable to the Administrative Agent in connection herewith.

2.3    Representations and Warranties. Each of the representations and warranties contained in Section 3 below shall be true and correct.

2.4    USA Patriot Act. The Administrative Agent shall have received from each of the Loan Parties documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, to the extent such documentation or other information has been requested in writing at least five Business Days prior to the Amendment Effective Date.

2.5    Waiver of Requirement to Provide Notices. This Amendment is deemed to be notice of any requirements under Section 7 and/or 8 (as applicable) of the Equity Pledge Agreements in respect of the steps contemplated by the Conversion Agreement.

Each of Parent and the Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent, the L/C Issuers and each Lender, with respect to all Loan Parties, as follows:

3.1    Incorporation of Representations and Warranties from Loan Documents. After giving effect to this Amendment, each of the representations and warranties in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date.

3.2    Corporate Power and Authority. Each Loan Party party hereto has (a) the corporate or other power and authority to make, deliver and perform the Amendment and the other Loan Documents to which it is a party and (b) taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party.

3.3    Absence of Default. Neither the Parent, the Borrower nor any of its Restricted Subsidiaries is in violation of any Requirement of Law or Contractual Obligation that could reasonably be expected to have a Material Adverse Effect. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Notwithstanding anything to the contrary in the Credit Agreement or the Loan Documents, the following shall constitute the only documents required to be delivered by the Loan Parties in connection with the Conversion Agreement and the steps contemplated thereby:

4.1    Pledge Confirmation. Within 30 days of the Conversion (or such longer period as the Administrative Agent may agree in its reasonable discretion), EBV, RS Spain and the Administrative Agent shall execute and deliver a pledge confirmation in respect of the Equity Pledge Agreements (which pledge confirmation shall exclude the general partnership interest in the KG Borrower owned by Dutch Merger Sub after giving effect to the Conversion and all Ancillary Rights (as defined in each of the Equity Pledge Agreements) and any other ancillary rights or other rights, in each case, pertaining to such general partnership interest (collectively, the “Released Collateral Rights”), in substantially the form attached hereto as Exhibit A.

4.2    Partnership Interest Pledge Agreement. Within 30 days of the Conversion (or such longer period as the Administrative Agent may agree in its reasonable discretion), EBV, RS Spain, Dutch Merger Sub and the Administrative Agent shall execute and deliver a pledge agreement pursuant to which EBV and RS Spain shall pledge their respective limited partnership interests in the KG Borrower and Dutch Merger Sub shall pledge its general partnership interest in the KG Borrower and the Administrative Agent shall release all pledges created under the Existing Pledge Agreements over the Released Collateral Rights, in substantially the form attached hereto as Exhibit B.

4.3    Deed of Pledge of Shares. Within 30 days of the later of the Conversion and the contribution of all issued shares of Dutch Merger Sub (the “Contribution Shares”) by CV2 to EBV as a result of or in connection with the Conversion (or such longer period as the Administrative Agent may agree in its reasonable discretion), EBV, Dutch Merger Sub and the Administrative Agent shall execute and deliver a deed of pledge of shares pursuant to which EBV shall pledge the Contribution Shares to the Administrative Agent, in substantially the form attached hereto as Exhibit C.

4.4    Certain Other Documents. Within 30 days of the Conversion (or such longer period as the Administrative Agent may agree in its reasonable discretion), and in any case together with the pledge confirmation pursuant to Section 4.1 above, the partnership interest pledge agreement pursuant to Section 4.2 above and the deed of pledge of shares pursuant to Section 4.3 above, the Borrower shall deliver each of the following, in form and substance reasonably satisfactory to the Administrative Agent:

(a)    resolutions of the sole shareholder of RS Spain and resolutions of the board of directors of EBV and RS Spain approving, inter alia, the terms of, the performance under, and the transactions contemplated by the pledge confirmation pursuant to Section 4.1 above;

(b)    resolutions of the sole shareholder of RS Spain and Dutch Merger Sub and resolutions of the board of directors of EBV, RS Spain and Dutch Merger Sub approving, inter alia, the terms of, the performance under, and the transactions contemplated by the partnership pledge agreement pursuant to Section 4.2 above;

(c)    resolutions of the sole shareholder of Dutch Merger Sub and resolutions of the board of directors of Dutch Merger Sub and EBV approving, inter alia, the terms of, the performance under, and the transactions contemplated by the pledge of shares pursuant to Section 4.3 above; and

(d)    an executed legal opinion of CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB, counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

4.5    Spain. Within 10 Business Days after the Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Borrower shall, or shall cause the applicable Loan Party to, deliver to the Administrative Agent (or cause, as applicable) each of the following, in form and substance reasonably satisfactory to the Administrative Agent:

(a)    Notarization of the Amendment before a Notary Public in Spain; and

(b)    Ratification and extension of the following Spanish Security Documents: (i) pledge granted by ROFIN-SINAR TECHNOLOGIES, INC over the quotas of Rofin-Sinar Technologies Europe, S.L. and (ii) pledges granted by ROFINSINAR TECHNOLOGIES EUROPE, S.L. over (1) credit rights derived from bank accounts, (2) quotas of ROFIN–BAASEL ESPAÑA, S.L., (3) credit rights derived from agreements, in each case notarized before a Notary Public in Spain.

5.1    German Reaffirmation.

(a)    The Borrower and each Loan Party organized in Germany (each, a “German Guarantor” and collectively, the “German Guarantors”) as well as each other grantor of German law governed security hereby confirms that the guaranties, security interests and liens granted by it pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain in full force and effect. The Borrower and each German Guarantor as well as each other grantor of German law governed security confirms and ratifies its obligations under each of the Loan Documents executed by it after giving effect to this Amendment.

(b)    Without limiting the generality of clause (a) above, the Borrower and each German Guarantor that is party to the relevant existing German Security Documents governed by German law (each an “Original German Security Document”), hereby confirms and agrees that:

(i)    the security interests created under each Original German Security Document shall secure the respective Secured Obligations (as defined in the relevant Original German Security Document) after giving effect to this Amendment, including all liabilities and obligations of or claims against the Borrower or any relevant German Party under or in connection with this Amendment; and

(ii)    the validity and enforceability of the security interests created under each Original German Security Document have not been and will not be impaired or limited by the amendments to the Credit Agreement by this Amendment.

5.2    Spanish Reaffirmation.

(a)    Each Loan Party organized in Spain (each, a “Spanish Guarantor” and collectively, the “Spanish Guarantors”) as well as each other grantor of Spanish law governed security hereby confirms that the guaranties, security interests and liens granted by it pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain in full force and effect. Each Spanish Guarantor as well as each other grantor of Spanish law governed security confirms and ratifies its obligations under each of the Loan Documents executed by it after giving effect to this Amendment.

5.3    Exception for Released Liens. For avoidance of doubt, the provisions of this Section 5 do not apply, and no representation, warranty, covenant or agreement is intended to be made under this Section 5, in respect of security interests and Liens in assets released or required to be released as provided in Section 11.20 of the Credit Agreement notwithstanding any provision herein to the contrary.

6.1    Reference to and Effect on the Loan Documents.

(a)    As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof”, “therein” and words of like import), shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(b)    Except as expressly amended or waived, as applicable, hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, any Lender or any L/C Issuer under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein.

6.2    Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection with this Amendment (and the other Loan Documents delivered in connection herewith) as provided in Section 11.04 of the Credit Agreement.

6.3    Counterparts. This Amendment may be executed in any number of counterparts and by different 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. Receipt by the Administrative Agent of an executed signature page to this Amendment by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.

6.4    Governing Law. THIS AMENDMENT AND ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

6.5    Loan Document and Integration. This Amendment shall constitute a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

6.6    Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

6.7    No Novation. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Credit Agreement.

6.8    Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and partners thereunto duly authorized, as of the date indicated above.

This CONFIRMATION AGREEMENT (this "Agreement") is made

BETWEEN:

WHEREAS:

IT IS AGREED as follows:

a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

If any provision of this Agreement should be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision or agreement which best meets the intended purpose of the provision required to be replaced. The same shall apply in the event that this Agreement does not contain a provision which it needs to contain in order to achieve the intended economic purpose as expressed herein.

In case any conflicts between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall prevail.

Unless notarial form is required by mandatory law, changes and amendments to this Agreement (including to this Clause 5) must be made in writing.

No failure or delay by the Administrative Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Loan Documents shall not limit or exclude any statutory legal remedies.

This PARTNERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement") is made

BETWEEN:

WHEREAS:

(the "Borrower") and the Guarantors named therein (as amended by an amendment no. 1 and waiver to credit agreement dated May 8, 2017, an amendment no. 2 to credit agreement ("Amendment No. 2") dated [   ], 2017 and as further amended, restated, extended or otherwise modified from time to time, the "Credit Agreement"), the applicable Lenders have made available (i) a revolving facility to the Borrower in the aggregate principal amount of USD 100,000,000 and (ii) a term facility to the Borrower in an aggregate principal amount of EUR 670,000,000, in each case on the terms and subject to the conditions set forth in the Credit Agreement.

entered into the commercial register (Handelsregister) of the local court (Amtsgericht) of [   ] on [   ].

IT IS AGREED as follows:

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch).

"Enforcement Event" means an Event of Default that has occurred and is continuing.

"Excluded Future Partnership Interests" means any Partnership Interests in relation to which the Administrative Agent receives an Excluded Partnership Interest Notice (as defined below) from the relevant Pledgor in accordance with Clause 3.4 (Excluded Future Partnership Interests).

"Excluded Partnership Interest Table" means the table named "Excluded Partnership Interest Table" in any Excluded Partnership Interest Notice issued in accordance with Clause 3.4 (Excluded Future Partnership Interests).

"Existing Partnership Interests" means the Existing Partnership Interests Pledgor 1, the Existing Partnership Interests Pledgor 2 and the Existing Partnership Interests Pledgor 3.

"Existing Partnership Interests Pledgor 1" means the general partnership interest (Komplementäranteil) in the Pledged Company owned by the Pledgor 1 and all other partnership interests in the Pledged Company owned by the Pledgor 1, if any.

"Existing Partnership Interests Pledgor 2" means the limited partnership interest (Kommanditanteil) in the Pledged Company owned by the Pledgor 2 and all other partnership interests in the Pledged Company owned by the Pledgor 2, if any.

"Existing Partnership Interests Pledgor 3" means the limited partnership interest (Kommanditanteil) in the Pledged Company owned by the Pledgor 3 and all other partnership interests in the Pledged Company owned by the Pledgor 3, if any.

"Future Partnership Interests" means the Future Partnership Interests Pledgor 1, the Future Partnership Interests Pledgor 2 and the Future Partnership Interests Pledgor 3.

"Future Partnership Interests Pledgor 1" means all partnership interests in the Pledged Company which the Pledgor 1 may acquire in the future in the event of an increase of the partnership interest capital of the Pledged Company or otherwise.

"Future Partnership Interests Pledgor 2" means all partnership interests in the Pledged Company which the Pledgor 2 may acquire in the future in the event of an increase of the partnership interest capital of the Pledged Company or otherwise.

"Future Partnership Interests Pledgor 3" means all partnership interests in the Pledged Company which the Pledgor 3 may acquire in the future in the event of an increase of the partnership interest capital of the Pledged Company or otherwise.

"Group" means the Parent and each of its Subsidiaries from time to time.

"Parties" means the parties to this Agreement.

"Partnership Interests" means the Pledgor 1 Partnership Interests, the Pledgor 2 Partnership Interests and the Pledgor 3 Partnership Interests.

"Pledges" means the pledges created pursuant to Clause 3.1 a), b) and c) (Pledge of Partnership Interests and Ancillary Rights).

"Pledgor 1 Ancillary Rights" means all present and future rights to receive profit distributions and any other form of distributions paid or payable on the Pledgor 1 Partnership Interests, liquidation proceeds, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of the Pledgor 1 as partner of the Pledged Company, and all other monetary claims and all other rights pertaining to the Pledgor 1 Partnership Interests (other than voting rights), including without limitation any subscription rights in respect of an increase of the capital amount of the partnership interests and any claims relating to any accounts maintained by the Pledged Company in respect of capital, reserves or otherwise.

"Pledgor 2 Ancillary Rights" means all present and future rights to receive profit distributions and any other form of distributions paid or payable on the Pledgor 2 Partnership Interests, liquidation proceeds, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of the Pledgor 2 as partner of the Pledged Company, and all other monetary claims and all other rights pertaining to the Pledgor 2 Partnership Interests (other than voting rights), including without limitation any

subscription rights in respect of an increase of the capital amount of the partnership interests and any claims relating to any accounts maintained by the Pledged Company in respect of capital, reserves or otherwise.

"Pledgor 3 Ancillary Rights" means all present and future rights to receive profit distributions and any other form of distributions paid or payable on the Pledgor 3 Partnership Interests, liquidation proceeds, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of the Pledgor 3 as partner of the Pledged Company, and all other monetary claims and all other rights pertaining to the Pledgor 3 Partnership Interests (other than voting rights), including without limitation any subscription rights in respect of an increase of the capital amount of the partnership interests and any claims relating to any accounts maintained by the Pledged Company in respect of capital, reserves or otherwise.

"Pledgor 1 Partnership Interests" means the Existing Partnership Interests Pledgor 1 and the Future Partnership Interests Pledgor 1.

"Pledgor 2 Partnership Interests" means the Existing Partnership Interests Pledgor 2 and the Future Partnership Interests Pledgor 2.

"Pledgor 3 Partnership Interests" means the Existing Partnership Interests Pledgor 3 and the Future Partnership Interests Pledgor 3.

"Secured Obligations" means the Obligations of the Pledgors towards the Administrative Agent, including without limitation the Parallel Debt (it being understood that the amount of such Guaranteed Obligations will be subject to the limitations set forth in Article IV of the Credit Agreement).  For the avoidance of doubt, in no event shall the Secured Obligations of any Loan Party that is a Foreign Subsidiary, Foreign Holdco, Disregarded Domestic Person or direct or indirect Domestic Subsidiary of a Foreign Subsidiary include any Obligation under any Secured Swap Contract or Secured Treasury Management Agreement between any Domestic Loan Party and any Lender or Affiliate of a Lender.

The Administrative Agent hereby releases all pledges created under the Existing Share Pledge Agreements over the Released Collateral Rights in accordance with sections 1273 and 1255 of the BGB (Aufhebung des Pfandrechts).

For the avoidance of doubt, (i) all other pledges created under the Existing Share Pledge Agreements shall not be released and it is the understanding of the Parties that such pledges continue to exist following the release of the pledges over the Released Collateral Rights and (ii) the release does not affect the Pledges.

The Administrative Agent hereby accepts the Pledges created pursuant to Clause 3.1 a), b) and c) (Pledge of Partnership Interests and Ancillary Rights).

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder. The Pledges to the Administrative Agent shall be separate and individual pledges.

In the event that any of the Partnership Interests will qualify as Excluded Property, the relevant Pledgor 1, Pledgor 2 or Pledgor 3 (as the case may be) may in relation to the Partnership Interests pledged by it, at any time, deliver to the Administrative Agent a completed notification letter substantially in the form set out in Schedule 1 (Form of Excluded Partnership Interest Notice) (each an "Excluded Partnership Interest Notice"). Following receipt of an Excluded Partnership Interest Notice by the Administrative Agent, any of the Partnership Interests referred to in the Excluded Partnership Interest Table shall be considered to be an Excluded Future Partnership Interest and the Administrative Agent shall without undue delay release the security interests in relation to such Excluded Future Partnership Interests (including, for the avoidance of doubt, all Pledgor 1 Ancillary Rights, Pledgor 2 Ancillary Rights or Pledgor 3 Ancillary Rights (as the case may be) pertaining to such Excluded Future Partnership Interests) to the relevant Pledgor 1, Pledgor 2 or Pledgor 3 (as the case may be), provided that, in each case, the respective Excluded Future Partnership Interests can be identified on the basis of the relevant Excluded Partnership Interest Notice in a manner satisfying the German law principle of determinability (Bestimmtheitsgrundsatz)) and further provided that the Administrative Agent has not notified the relevant Pledgor 1, Pledgor 2 or Pledgor 3 (as the case may be) in writing within two (2) Business Days following the receipt of such Excluded Partnership Interest Notice that it does not agree to the qualification of the respective Pledgor 1 Partnership Interests, Pledgor 2 Partnership Interests or Pledgor 3 Partnership Interests (as the case may be) as Excluded Property (each an "Excluded Partnership Interest Release"). The relevant Pledgor 1, Pledgor 2 or Pledgor 3 (as the case may be) hereby accepts such Excluded Partnership Interest Release.

The Pledges granted to the Administrative Agent are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The Pledges shall also cover any future extensions of the Secured Obligations and each of the Pledgors hereby expressly agrees that the provisions of section 1210 paragraph 1 sentence 2 of the BGB shall not apply to this Agreement.

Notwithstanding that profit distributions and other distributions paid or payable on the Pledgor 1 Partnership Interests, the Pledgor 2 Partnership Interests and the Pledgor 3 Partnership Interests are pledged hereunder, each of the Pledgor 1, Pledgor 2 and Pledgor 3 shall be entitled (to the extent not prohibited by the Loan Documents) to receive, retain and use all profit distributions and other distributions in respect of the Pledgor 1 Partnership Interests, the Pledgor 2 Partnership Interests and the Pledgor 3 Partnership Interests (as applicable) until the occurrence of an Enforcement Event.

Notwithstanding Clause 5.1 (Entitlement to receive profit distributions and other distributions) above, upon the occurrence of an Enforcement Event:

dissolution or in connection with the reduction of capital, capital surplus or paid-in surplus; and

shall be transferred, assigned and delivered to the Administrative Agent to be held as collateral and if received by any of the Pledgors, shall be received as holder for the Administrative Agent and segregated from the other property or funds of the relevant Pledgor and be forthwith delivered to the Administrative Agent as collateral in the same form as received.

The voting rights, resulting from the Pledgor 1 Partnership Interests, the Pledgor 2 Partnership Interests and the Pledgor 3 Partnership Interests remain with the Pledgor 1, Pledgor 2 and Pledgor 3 (as applicable).

Except as otherwise not prohibited by the Credit Agreement, the Pledgors shall not take, or participate in, any action which impairs in any material manner, or which would for any other reason be inconsistent in any material manner with, the Administrative Agent's security interest or the security purpose as described in Clause 4 (Security purpose) hereof or which would defeat, impair or circumvent the Administrative Agent's rights hereunder.

The relevant Pledgor shall notify the Administrative Agent forthwith of any shareholders' meeting at which a resolution is intended to be adopted which (except as contemplated or not prohibited by the Credit Agreement including, for the avoidance of doubt, in connection with the Post-Closing Reorganization) could reasonably be expected to have

a material adverse effect upon the validity or enforceability of the Pledges granted by it. Upon an Enforcement Event, the relevant Pledgor shall allow the Administrative Agent or any other Person designated by the Administrative Agent to attend such shareholders' meeting of the Pledged Company (for the avoidance of doubt, without any voting right). Such right to attend the shareholders' meeting shall terminate immediately upon the Termination Date.

The Pledgor 1, the Pledgor 2 and the Pledgor 3, each only in relation to itself and not regarding the other one, hereby represents and warrants to the Administrative Agent in relation to the Partnership Interests pledged by it that as of the date of this Agreement:

The Pledgors, each only in relation to itself and not regarding the other one, undertake to the Administrative Agent (unless otherwise not prohibited by the Credit Agreement) in relation to the Partnership Interests pledged by it:

forward to the Administrative Agent without undue delay a copy of the relevant attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defense against the attachment. The relevant Pledgor shall inform the attaching creditor without undue delay of the Administrative Agent's security interests hereunder;

If and when an Enforcement Event has occurred and the requirements set forth in sections 1273 paragraph 2, 1204 et seq. of the BGB with regard to the enforcement of pledges are met (Pfandreife), the Administrative Agent may realize the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in any case notwithstanding section 1277 of the BGB without obtaining any enforceable judgment or other instrument (vollstreckbarer Titel).

The Administrative Agent shall be entitled to determine in its sole discretion which part of the Pledges shall be realized to satisfy the Secured Obligations, reasonably taking into account the legitimate interests of the relevant Pledgor. Section 1230 sentence 2 of the BGB shall not apply.

If the Administrative Agent seeks to realize the Pledges pursuant to, and in accordance with Clause 9.1 (Enforcement right), the relevant Pledgor shall, at its own expense, render forthwith all assistance reasonably necessary in order to facilitate the prompt sale of the Partnership Interests, any part thereof, the prompt enforcement and realization of the Pledgor 1 Ancillary Rights, the Pledgor 2 Ancillary Rights and the Pledgor 3 Ancillary Rights and/or the exercise by the Administrative Agent of any other right the Administrative Agent may have under German law.

Provided that the requirements for a realization referred to under Clause 9.1 (Enforcement right) above are met, all profit distributions and other payments, if any, which have been or will be made to any of the Pledgors and, as the case may be, all payments based on similar ancillary rights attributed to the Partnership Interests may be applied by the Administrative Agent in satisfaction in whole or in part of the Secured Obligations notwithstanding its right to treat such payments as additional collateral.

This Agreement shall create an independent and continuing security interest and no change or amendment whatsoever in any Loan Document or in any document or agreement related to it, nor (in deviation from the principles set out in section 418 of the BGB) any assumption of debt (Schuldübernahme) in relation to the Secured Obligations, shall affect the validity or the scope of this Agreement or the obligations which are imposed on any of the Pledgors pursuant to it.

If the Administrative Agent is obliged to release all or part of the security granted under the Collateral Documents due to mandatory German law and is requested to do so by the relevant Pledgor prior to the Termination Date, the Administrative Agent may, at its discretion, determine which part of the security may be released.

Each Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to sections 1211 and 770 of the BGB. The Administrative Agent hereby accepts such waiver.

This Agreement shall be binding upon the Parties and their respective successors in law. If and when the pledges created hereunder have been transferred to a third party by operation of law due to a transfer of the Secured Obligations in accordance with the Loan Documents, the Administrative Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to such third party in accordance with the provisions of the Loan Documents provided that the assignee accepts to be bound by the terms of this Agreement. The Pledgors undertake to enter into any agreement required by the Administrative Agent (acting reasonably) and otherwise to do whatever is reasonably required by the Administrative Agent if the Administrative Agent transfers its rights and obligations in accordance with the Loan Documents wholly or partially to a third party. In particular, the Administrative Agent may require the Pledgors to create new pledges over the Partnership Interests and (including any ancillary rights pertaining thereto) in favor of the third party or another person designated by the Administrative Agent to the extent necessary (as reasonably determined by the Administrative Agent).

If and to the extent not prohibited in the Credit Agreement, the Pledgors may transfer any of its rights to any third party.

If any provision of this Agreement should be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision or agreement which best meets the intended purpose of the provision required to be replaced. The same shall apply in the event that this Agreement does not contain a provision which it needs to contain in order to achieve the intended economic purpose as expressed herein.

In case any conflicts between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall prevail.

Unless notarial form is required by mandatory law, changes and amendments to this Agreement (including to this Clause 17) must be made in writing.

No failure or delay by the Administrative Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Loan Documents shall not limit or exclude any statutory legal remedies.

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or sent by mail, e-mail, or fax transmission to the following addresses:

For the Pledgors:

c/o Coherent, Inc.

5100 Patrick Henry Drive

Santa Clara, CA 95054

Attn: Bret DiMarco

Phone: (408) 764-4180

Fax: (408) 764-4800

E-mail: ***@***

Website: https://www.coherent.com/Investors/

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

Attn: John Fore

Phone: (650) 320-4651

Fax: (650) 493-6811

E-mail: ***@***

For the Administrative Agent:

or to such other address as the recipient may notify or may have notified to the other party in writing.

The Pledgors herewith notify the Pledged Company of the Pledges and by signature to this Agreement the Pledged Company acknowledges receipt of such notification.

The Pledgors and the Pledged Company herewith expressly consent to the Pledges and, upon the occurrence of an Enforcement Event, to the realization of any such Pledges, including by sale and transfer of the partnership interests in the Pledged Company as a result of or in connection with an enforcement of the Pledges in accordance with Clause 9 (Enforcement).

We refer to the partnership interest pledge agreement between ourselves as pledgor and you as pledgee dated [●] 2017 whereby certain existing and future partnership interests have been pledged to you in your capacity as Administrative Agent under the Credit Agreement (as defined therein) (the "Partnership Interest Pledge Agreement"). Unless otherwise defined in this letter, words and expressions defined in the Partnership Interest Pledge Agreement and the Credit Agreement shall have the same meaning when used in this letter.

We hereby notify you that the Partnership Interests pledged by us listed in the Excluded Partnership Interest Table below [have come into existence on [   ].] [have been identified by us as Excluded Property on [   ].]

We hereby represent and warrant that the Partnership Interests listed in the Excluded Partnership Interest Table [are being used for the purpose of [   ] and thereby qualifies as Excluded Property. Therefore, the Partnership Interests referred to herein shall be considered to be an Excluded Future Partnership Interests for purposes of the Partnership Interest Pledge Agreement and the

security interests in relation to such Excluded Future Partnership Interests shall be released by the Administrative Agreement in accordance with Clause 3.4 (Excluded Future Partnership Interest) of the Partnership Interests Pledge Agreement.

The Pledgor hereby confirms its acceptance of the Excluded Partnership Interest Release.

This letter shall be governed by and construed in accordance with German law.

Unless otherwise defined below, capitalised words and expressions defined in the Credit Agreement have the same meanings when used in this deed:

This deed is a Dutch Security Document.

The Pledgor shall inform the Pledgee promptly of any attachments in respect of the Collateral or any part thereof that would reasonably be expected to have a Material Adverse Effect.

The provisions of Section 7.10 (Inspection Rights) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply with like effect to this deed as if fully set forth herein.

The provisions of Section 11.04 (b) (Indemnification by the Loan Parties) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply with like effect to this deed as if fully set forth herein.

The Pledgee shall be reimbursed for all costs, losses, claims and expenses of whatever nature (including legal fees) incurred by it in connection with this deed if, and to the extent

such reimbursement is required under Section 11.04 (a) (Expenses; Indemnity; and Damage Waiver) of the Credit Agreement.

The Pledgor gives the Pledgee an irrevocable power of attorney, with the right of substitution, to perform all acts, including acts of disposition (beschikkingshandelingen) on behalf of the Pledgor which in the reasonable opinion of the Pledgee are necessary in order to: (i) create or perfect the rights of pledge purported to be created under this deed and/or (ii) to have the full benefit of those rights (including performing any of the Pledgor's obligations under this deed and exercising any of the Pledgor's rights to and in connection with the Collateral). In acting on behalf of the Pledgor pursuant to the power of attorney, the Pledgee may act as counterparty of the Pledgor even in the event of a conflict of interest. The Pledgee will only use this power of attorney if (i) ten (10) Business Days have elapsed after the Pledgee has notified the Pledgor that it failed to comply with any of its obligations under or in connection with this deed or (ii) an Event of Default has occurred which is continuing.

b. The Pledgee may transfer its contractual relationship under this deed in whole or in part to third parties subject to and in accordance with Section 11.06 (Successors and Assigns) of the Credit Agreement. Each of the Pledgor and the Company in advance irrevocably grant its co-operation to such transfer of contractual relationship.

c. Subject to compliance with Section 11.07 (Treatment of Certain Information: Confidentiality) of the Credit Agreement, the Pledgee is entitled to provide any transferee or proposed transferee with any information concerning the Pledgor and/or the Collateral.

d. Upon a transfer by the Pledgee of any rights in respect of the Parallel Debts in accordance with the terms of paragraph (b) of this Article 13.2 and the provisions of the Credit Agreement, the transferee will become entitled to the Pledge or to a corresponding undivided part thereof, as the case may be.

a. Notwithstanding anything herein to the contrary, from and after the execution and delivery of any intercreditor agreement contemplated by the Credit Agreement (including any Intercreditor Agreement), (i) any security created in favour of (including any transfer to) the Pledgee pursuant to this

deed will be subject to such intercreditor agreement and (ii) the exercise of any right or remedy by the Pledgee hereunder will be subject to the limitations and provisions of such intercreditor agreement.

b. In the event of any conflict or inconsistency between the terms of such intercreditor agreement and the terms of this deed, the terms of such intercreditor agreement shall govern.

In the event of any conflict or inconsistency between the terms of this deed and the terms of the Credit Agreement, the terms of the Credit Agreement shall prevail.

c. Notwithstanding the foregoing paragraphs (a) and (b), in the event of a conflict between the provisions of an intercreditor agreement and/or the Credit Agreement and any provision of this deed which are required for establishing a right of pledge over the Collateral under the laws of the Netherlands, such provisions under the laws of the Netherlands shall govern and control.