Not only does our proposal provide ＄850 million in incremental value to Coherent’s shareholders above the proposed Lumentum transaction， currently valued at ＄206．13 per Coherent share， and a premium of 16％ to Lumentum’s proposal， we are also providing a materially larger cash component of ＄115 versus ＄100 per Coherent share in Lumentum’s offer． Our proposal clearly represents a “Company Superior Proposal” as defined in your merger agreement with Lumentum with a premium of 23％ to Coherent’s closing price today and a 58％ premium to January 15， 2021， the last trading day prior to the announcement of your proposed transaction with Lumentum．

To further help you appreciate the high level of deal certainty that we offer， we have included with this letter a proposed merger agreement which is substantially identical to the terms of your announced merger agreement with Lumentum， with only those changes necessary to reflect the terms of our proposal， and a financing commitment letter from Barclays Capital， our lead financing source， covering the full amount of cash required for this transaction． We would intend to complete confirmatory due diligence within 10 days of your making available to us the same non－public information that was made available to Lumentum and to sign and announce a transaction shortly thereafter．

We strongly believe that the combination of Coherent and MKS represents a more logical and compelling equity story for both parties’ shareholders and customers and we look forward to working with you to realize the potential upside． Based on the rationale I have presented， I sincerely hope we are able to bring our two companies together with this transaction．
The proposal set forth in this letter supersedes any and all prior proposals made by MKS to Coherent and／or discussions between the parties．

If you have any questions about this proposal or require clarification， please feel free to contact me at either ［REDACTED］ or ［REDACTED］ or Mike Murray of Lazard at either ［REDACTED］ or ［REDACTED］．

Best regards，

／s／ John T．C． Lee

John T．C． Lee President and Chief Executive Officer

Attachments

cc： Mike Murray， Lazard