II-VI INCORPORATED (a Pennsylvania corporation) 9,302,235 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Ii-Vi Inc • Optical instruments & lenses • New York
transfer or dispose of any shares of the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
II-VI INCORPORATED (a Pennsylvania corporation) 2,000,000 Shares 6.00% Series A Mandatory Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Ii-Vi Inc • Optical instruments & lenses • New York
respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
