RecitalsVoting Agreement • December 9th, 2008 • Nierenberg Investment Management Co • Miscellaneous electrical machinery, equipment & supplies • Oregon
EXHIBIT 2 Irrevocable Proxy This Proxy is irrevocable (during the term of the Voting Agreement, as hereinafter defined), is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date...Irrevocable Proxy • December 9th, 2008 • Nierenberg Investment Management Co • Miscellaneous electrical machinery, equipment & supplies
This Proxy is irrevocable (during the term of the Voting Agreement, as hereinafter defined), is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date hereof (the "Voting Agreement"), between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and each of the undersigned Owners of shares of capital stock of the Company (each, a "Shareholder"). This Proxy shall remain in effect for so long as the Voting Agreement remains in effect. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings set forth in the Voting Agreement.
