Common use of Reverse Split; ▇▇▇▇ Clause in Contracts

Reverse Split; ▇▇▇▇. Notwithstanding anything herein to the contrary, the parties acknowledge that the Company may (i) elect to modify the Plan, or to otherwise seek the Court’s approval, to combine the Company’s common stock into a smaller number of shares (by combination, reverse share split or otherwise) (a “Stock Combination”), and/or (ii) so long as there has been no Termination Event, implement a Key Employee Incentive Plan consistent in all material respects with the description of the same in the e-mail message delivered by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Company counsel) to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (counsel to the Consenting Noteholders) on November 12, 2009 at 5:29 p.m., and that neither shall constitute a Plan Modification Amendment or cause a Material Adverse Change. For the avoidance of doubt, upon any Stock Combination, the Company shall make appropriate adjustments to the Plan to conform the economic terms of the Plan to those set forth in the Plan on the date hereof, including, but not limited to, an appropriate increase in the exercise price of the Warrants (no adjustments to the percentages of shares set forth in Plan shall be made hereby). GSI GROUP INC., on behalf of itself and its affiliates and subsidiaries listed below By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer GSI Group Corporation MES International, Inc. ▇▇▇▇ CAPITAL PARTNERS, LP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇, Jr. Name: ▇▇▇▇▇▇ ▇▇▇▇, Jr. Title: Managing Member LIBERTY HARBOR MASTER FUND I, L.P. By: Liberty Harbor I GP, LLC, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President TINICUM CAPITAL PARTNERS II, L.P. By: Tinicum Lantern II LLC, Its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC Its Trading Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director SPECIAL VALUE CONTINUATION PARTNERS, L.P. By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE EXPANSION FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager ▇▇▇▇▇▇▇▇▇▇ OPPORTUNITIES PARTNERS V, LP By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE OPPORTUNITIES FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager Each of the above by: By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Partner Schedule 1 NOTEHOLDER ADDENDUM Reference is made to that certain Restructuring Plan Support Agreement (as amended, modified or supplemented from time to time, the “Agreement”) by and among GSI Group, Inc. and each of its subsidiaries and affiliates that are or may be debtors in the Chapter 11 Cases (collectively, “Company”) and each of the Consenting Noteholders party thereto from time to time. Each capitalized term used but not defined herein shall have the meaning given to it in the Agreement. Upon execution and delivery of this Noteholder Addendum by the undersigned, as provided in section 3 of the Agreement, the undersigned hereby becomes a Consenting Noteholder thereunder and bound thereby effective as of the Lock-Up Effective Date. By executing and delivering this Noteholder Addendum, the undersigned represents and warrants, for itself and for the benefit of each other Consenting Noteholder, that: (a) as of the date of this Noteholder Addendum, it is the legal and beneficial owner of the principal amount of the Senior Note Claims (the “Senior Note Amount”), or is the nominee, investment manager or advisor for beneficial holders of the Senior Note Amount, as set forth below its signature, except to the extent that it may have entered into an agreement to transfer all or a portion of such Senior Note Amount and the transferee has executed and delivered an Assumption and Joinder Agreement therefor (a copy of which is attached to this Noteholder Addendum); (b) other than pursuant to the Agreement, its ownership of the Senior Note Amount is free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Consenting Noteholder’s performance of its obligations contained in the Agreement at the time such obligations are required to be performed; (c) as of the date of this Noteholder Addendum, it is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Noteholder Addendum and to carry out the transactions contemplated by, and perform its respective obligations under, the Agreement; (d) assuming the due execution and delivery of the Agreement by the Company the Noteholder Addendum and the Agreement are legally valid and binding obligations of it, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; and (e) as of the date of this Noteholder Addendum, it is not aware of any event that, due to any fiduciary or other duty to any other person, would prevent it from taking any action required of it under the Agreement and this Noteholder Addendum. By executing and delivering this Noteholder Addendum, the undersigned agrees to be bound by all the terms of the Agreement and will take all necessary action to cause the Trustee in connection with the Restructuring and the Plan to vote to accept the Plan unless a Termination Event has occurred and become effective with respect to the Agreement. The undersigned acknowledges and agrees that once delivered to the Company, it may not revoke, withdraw, amend, change or modify this Noteholder Addendum unless a Termination Event has occurred and become effective with respect to the Agreement. THIS NOTEHOLDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Noteholder Addendum may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

Reverse Split; ▇▇▇▇. Notwithstanding anything herein to the contrary, the parties acknowledge that the Company may (i) elect to modify the Plan, or to otherwise seek the Court’s approval, to combine the Company’s common stock into a smaller number of shares (by combination, reverse share split or otherwise) (a “Stock Combination”), and/or (ii) so long as there has been no Termination Event, to implement a Key Employee Incentive Plan consistent in all material respects with the description of the same in the e-mail message delivered by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Company counsel) to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (counsel to the Consenting Noteholders) on November 12, 2009 at 5:29 p.m., and that neither shall constitute a Plan Modification Amendment or cause a Material Adverse Change. For the avoidance of doubt, upon any Stock Combination, the Company shall make appropriate adjustments to the Plan to conform the economic terms of the Plan to those set forth in the Plan on the date hereof, including, but not limited to, an appropriate increase in the exercise price of the Warrants (no adjustments to the percentages of shares set forth in Plan shall be made hereby). GSI GROUP INC., on behalf of itself and its affiliates and subsidiaries listed below By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer GSI Group Corporation MES International, Inc. ▇▇▇▇ CAPITAL PARTNERS, LP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇, Jr. Name: ▇▇▇▇▇▇ ▇▇▇▇, Jr. Title: Managing Member LIBERTY HARBOR MASTER FUND I, L.P. By: Liberty Harbor I GP, LLC, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President TINICUM CAPITAL PARTNERS II, L.P. By: Tinicum Lantern II LLC, Its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC Its Trading Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Member SPECIAL VALUE CONTINUATION PARTNERS, L.P. By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE EXPANSION FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager ▇▇▇▇▇▇▇▇▇▇ OPPORTUNITIES PARTNERS V, LP By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE OPPORTUNITIES FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager Each of the above by: By: /s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Title: Partner Schedule 1 NOTEHOLDER ADDENDUM Managing Partner, ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Manager, LLC Its Trading Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Reference is made to that certain Restructuring Plan Support Agreement (as amended, modified or supplemented from time to time, the “Agreement”) by and among GSI Group, Inc. and each of its subsidiaries and affiliates that are may or may will be debtors a debtor in the Chapter 11 Cases (collectively, “Company”) and each of the Consenting Noteholders party thereto from time to time. Each capitalized term used but not defined herein shall have the meaning given to it in the Agreement. Upon execution and delivery of this Noteholder Addendum by the undersigned, as provided in section 3 of the Agreement, the undersigned hereby becomes a Consenting Noteholder thereunder and bound thereby effective as of the Lock-Up Effective Date. By executing and delivering this Noteholder Addendum, the undersigned represents and warrants, for itself and for the benefit of each other Consenting Noteholder, that: (a) as of the date of this Noteholder Addendum, it is the legal and beneficial owner of the principal amount of the Senior Note Claims (the “Senior Note Amount”), or is the nominee, investment manager or advisor for beneficial holders of the Senior Note Amount, as set forth below its signature, except to the extent that it may have entered into an agreement to transfer all or a portion of such Senior Note Amount and the transferee has executed and delivered an Assumption and Joinder Agreement therefor (a copy of which is attached to this Noteholder Addendum); (b) other than pursuant to the Agreement, its ownership of the Senior Note Amount is free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Consenting Noteholder’s performance of its obligations contained in the Agreement at the time such obligations are required to be performed; (c) as of the date of this Noteholder Addendum, it is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Noteholder Addendum and to carry out the transactions contemplated by, and perform its respective obligations under, the Agreement; (d) assuming the due execution and delivery of the Agreement by the Company the Noteholder Addendum and the Agreement are legally valid and binding obligations of it, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; and (e) as of the date of this Noteholder Addendum, it is not aware of any event that, due to any fiduciary or other duty to any other person, would prevent it from taking any action required of it under the Agreement and this Noteholder Addendum. By executing and delivering this Noteholder Addendum, the undersigned agrees to be bound by all the terms of the Agreement and will take all necessary action to cause the Trustee in connection with the Restructuring and the Plan to vote to accept the Plan unless a Termination Event has occurred and become effective with respect to the Agreement. The undersigned acknowledges and agrees that once delivered to the Company, it may not revoke, withdraw, amend, change or modify this Noteholder Addendum unless a Termination Event has occurred and become effective with respect to the Agreement. THIS NOTEHOLDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Noteholder Addendum may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

Reverse Split; ▇▇▇▇. Notwithstanding anything herein to the contrary, the parties acknowledge that the Company may (i) elect to modify the Plan, or to otherwise seek the Court’s approval, to combine the Company’s common stock into a smaller number of shares (by combination, reverse share split or otherwise) (a “Stock Combination”), and/or (ii) so long as there has been no Termination Event, implement a Key Employee Incentive Plan consistent in all material respects with the description of the same in the e-mail message delivered by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Company counsel) to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (counsel to the Consenting Noteholders) on November 12, 2009 at 5:29 p.m., and that neither shall constitute a Plan Modification Amendment or cause a Material Adverse Change. For the avoidance of doubt, upon any Stock Combination, the Company shall make appropriate adjustments to the Plan to conform the economic terms of the Plan to those set forth in the Plan on the date hereof, including, but not limited to, an appropriate increase in the exercise price of the Warrants (no adjustments to the percentages of shares set forth in Plan shall be made hereby). GSI GROUP INC., on behalf of itself and its affiliates and subsidiaries listed below By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer GSI Group Corporation MES International, Inc. ▇▇▇▇ CAPITAL PARTNERS, LP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇, Jr. Name: ▇▇▇▇▇▇ ▇▇▇▇, Jr. Title: Managing Member LIBERTY HARBOR MASTER FUND I, L.P. By: Liberty Harbor I GP, LLC, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President TINICUM CAPITAL PARTNERS II, L.P. By: Tinicum Lantern II LLC, Its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC Its Trading Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director SPECIAL VALUE CONTINUATION PARTNERS, L.P. By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE EXPANSION FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager ▇▇▇▇▇▇▇▇▇▇ OPPORTUNITIES PARTNERS V, LP By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager SPECIAL VALUE OPPORTUNITIES FUND, LLC By: ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC Its: Investment Manager Each of the above by: By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Partner Schedule 1 NOTEHOLDER ADDENDUM Reference is made to that certain Restructuring Plan Support Agreement (as amended, modified or supplemented from time to time, the “Agreement”) by and among GSI Group, Inc. and each of its subsidiaries and affiliates that are or may be debtors in the Chapter 11 Cases (collectively, “Company”) and each of the Consenting Noteholders party thereto from time to time. Each capitalized term used but not defined herein shall have the meaning given to it in the Agreement. Upon execution and delivery of this Noteholder Addendum by the undersigned, as provided in section 3 of the Agreement, the undersigned hereby becomes a Consenting Noteholder thereunder and bound thereby effective as of the Lock-Up Effective Date. By executing and delivering this Noteholder Addendum, the undersigned represents and warrants, for itself and for the benefit of each other Consenting Noteholder, that: (a) as of the date of this Noteholder Addendum, it is the legal and beneficial owner of the principal amount of the Senior Note Claims (the “Senior Note Amount”), or is the nominee, investment manager or advisor for beneficial holders of the Senior Note Amount, as set forth below its signature, except to the extent that it may have entered into an agreement to transfer all or a portion of such Senior Note Amount and the transferee has executed and delivered an Assumption and Joinder Agreement therefor (a copy of which is attached to this Noteholder Addendum); (b) other than pursuant to the Agreement, its ownership of the Senior Note Amount is free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Consenting Noteholder’s performance of its obligations contained in the Agreement at the time such obligations are required to be performed; (c) as of the date of this Noteholder Addendum, it is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Noteholder Addendum and to carry out the transactions contemplated by, and perform its respective obligations under, the Agreement; (d) assuming the due execution and delivery of the Agreement by the Company the Noteholder Addendum and the Agreement are legally valid and binding obligations of it, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; and (e) as of the date of this Noteholder Addendum, it is not aware of any event that, due to any fiduciary or other duty to any other person, would prevent it from taking any action required of it under the Agreement and this Noteholder Addendum. By executing and delivering this Noteholder Addendum, the undersigned agrees to be bound by all the terms of the Agreement and will take all necessary action to cause the Trustee in connection with the Restructuring and the Plan to vote to accept the Plan unless a Termination Event has occurred and become effective with respect to the Agreement. The undersigned acknowledges and agrees that once delivered to the Company, it may not revoke, withdraw, amend, change or modify this Noteholder Addendum unless a Termination Event has occurred and become effective with respect to the Agreement. THIS NOTEHOLDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Noteholder Addendum may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).