THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 9th, 2008 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
THIS THIRD AMENDMENT is made between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated as of December 8, 2008 (this “Third Amendment”), to amend the Amended and Restated Rights Agreement, dated as of March 1, 2001, between the Company and the Rights Agent, as amended by the First Amendment to Amended and Restated Rights Agreement dated August 26, 2002 and the Second Amendment to Amended and Restated Rights Agreement, dated as of August 19, 2008 (as so amended, the “Rights Agreement”).
VOTING AGREEMENTVoting Agreement • December 9th, 2008 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Voting Agreement (“Voting Agreement”) is entered into as of December 8, 2008, by and among (i) The D3 Family Fund, L.P., The D3 Family Bulldog Fund, L.P., The D3 Family Canadian Fund, L.P., The DIII Offshore Fund, L.P., Nierenberg Investment Management Company, Inc., Nierenberg Investment Management Offshore, Inc. and David Nierenberg (collectively, the “Shareholders”), and (ii) Electro Scientific Industries, Inc. (the “Company”).
