The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR COMMON SHARES

OF

PHOTON CONTROL INC.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates/DRS (Direct Registration System) statements or advices ("DRS statement(s)") for common shares (the "Common Shares") of Photon Control Inc. ("Photon") deposited in connection with the proposed arrangement (the "Arrangement") involving Photon and 1302998 B.C. Ltd. (the "Purchaser"), an indirect wholly- owned subsidiary of MKS Instruments, Inc. ("Parent"), that is being submitted for approval at the annual general and special meeting of securityholders of Photon to be held on June 29, 2021 (the "Meeting") as described in a management information circular dated May 25, 2021 (the "Circular").

Pursuant to the Arrangement, following the Effective Time, common shareholders of Photon (other than common shareholders who have validly exercised dissent rights) will be entitled to receive from the Purchaser $3.60 in cash, without interest and net of applicable withholdings, for each Common Share (the "Consideration").

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. Copies of the Circular and the Arrangement Agreement are available under the Company's profile on SEDAR at www.sedar.com.

This Letter of Transmittal is for use by registered holders of Common Shares only or their authorized representatives and is not to be used by beneficial holders of Common Shares that are not also registered holders of Common Shares ("Beneficial Shareholders"). A Beneficial Shareholder does not have Common Shares registered in its name; rather, such Common Shares are held by an intermediary on its behalf. If you are a Beneficial Shareholder, you should contact your intermediary for instructions and assistance in receiving the Consideration for your Common Shares. You should not complete this Letter of Transmittal unless specifically instructed to do so by your intermediary.

Please note that the delivery of this Letter of Transmittal, together with the certificates/DRS statements representing your Common Shares, does not constitute a vote in favour of the Arrangement. To exercise your right to vote on the Arrangement Resolution at the Meeting, you must complete and return the applicable form of proxy that accompanies the Circular in accordance with the instructions contained in such form of proxy.

TO: PHOTON

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein. (the "Depositary")

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s)/DRS statements for Common Shares. The following are the details of the enclosed certificate(s)/DRS statements:

Certificate Number(s)/DRS Holder ID

Name in Which Registered

Number of Common Shares Deposited

IF ANY OF YOUR SHARE CERTIFICATES ARE LOST, PLEASE REFER TO INSTRUCTION 6 TO THIS LETTER OF TRANSMITTAL AND FILL OUT BOX E, IF APPLICABLE.

The undersigned transmits herewith the certificate(s)/DRS statements described above for cancellation upon the Arrangement becoming effective. The undersigned acknowledges receipt of the Circular and represents and warrants that (i) the undersigned has good and sufficient authority to deposit, sell and transfer the Common Shares represented by the enclosed certificate(s)/DRS statements (the "Deposited Shares"), (ii) immediately prior to the Effective Time (as defined in the plan of arrangement pursuant to the Arrangement (the "Plan of Arrangement")), the undersigned will be the legal owner and registered holder of the Deposited Shares, (iii) immediately prior to the Effective Time, the undersigned will have good title to the rights represented by the Deposited Shares, (iv) the undersigned will not transfer or permit to be transferred any of the Deposited Shares except pursuant to the Arrangement, (v) the surrender of the Deposited Shares by the undersigned complies with applicable laws, and (vi) the information provided herein by the undersigned is true, accurate and complete as of the date hereof. At the Effective Time, the Purchaser will acquire good title to the Deposited Shares (as the same are modified pursuant to the Plan of Arrangement) free from all liens, charges, encumbrances, claims and equities and all of the right, title and interest of the undersigned in and to the Deposited Shares shall have been assigned to the Purchaser.

IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED, at the Effective Time, all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the effective date of the Arrangement, as well as the right of the undersigned to receive any and all distributions shall have been assigned to the Purchaser. If, notwithstanding such assignment, any distributions are received by or made payable to or to the order of the undersigned, then (i) in the case of any such cash distribution that does not exceed the Consideration per Common Share, the Consideration payable per Common Share pursuant to the Arrangement will be reduced by the amount of any such dividend or distribution received in respect of that Common Share, and (ii) in the case of any such cash distribution in an amount that exceeds the Consideration per Common Share in respect of which the distribution is made, or in the case of any other distribution, the undersigned shall promptly pay or deliver the whole of any such distribution to the Depositary for the account of the Purchaser, together with appropriate documentation of transfer.

It is further acknowledged and understood that the undersigned shall not be entitled to receive any Consideration with respect to the Deposited Shares other than the Consideration to which the undersigned is entitled in accordance with, and subject to completion of, the Arrangement and, for greater certainty, the undersigned will not be entitled to receive any interest, dividends, premium or other payment in connection with the Arrangement (other than declared distributions with a record date occurring prior to the Effective Date, if any, and subject to the paragraph immediately above). The undersigned further represents and warrants that the payment of the Consideration per Deposited Share will completely discharge any obligations of the Purchaser, the Parent, the Company and the Depositary with respect to the matters contemplated by this Letter of Transmittal. The undersigned acknowledges that, to the extent required by applicable law, the Company, the Purchasers and the Depositary will be entitled to withhold any amounts in respect of taxes owing on the Consideration to which the undersigned is entitled pursuant to the Arrangement.

It is further acknowledged that (i) the delivery of the Deposited Shares shall be effected and the risk of loss and title to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary, and (ii) the Depositary will act as the agent of persons, including the undersigned, who have deposited Common Shares pursuant to the Arrangement for the purpose of receiving and transmitting the Consideration in respect of such Common Shares to such persons, and receipt of the Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Common Shares.

It is further acknowledged that the Company and/or the Purchaser and/or the Parent may be required to disclose personal information in respect of the undersigned, and the undersigned consents to disclosure of personal information in respect of the undersigned to (i) stock exchanges or securities regulatory authorities, (ii) the Depositary, (iii) any of the parties to the Arrangement Agreement, and (iv) legal counsel to any of the parties to the Arrangement Agreement.

The undersigned irrevocably constitutes and appoints the Purchaser, and any person designated by the Purchaser in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of Photon; and (b) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to the Purchaser.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. The undersigned acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement.

The undersigned instructs the Purchaser and the Depositary, upon the Arrangement becoming effective, to mail the cheques by first class mail, postage prepaid, or to hold such cheques for pick-up or to deliver funds via wire transfer, in accordance with the instructions given below. Should the Arrangement not proceed for any reason, the deposited certificates/DRS statements and other relevant documents shall be returned in accordance with the instructions in the preceding sentence.

The Plan of Arrangement provides that any certificate/DRS statements formerly representing Common Shares not duly surrendered with all other documents required under the Arrangement on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser, together with all entitlements to dividends, distributions and interest thereon held for such former holder.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d'avoir requis que tout contrat attesté par l'arrangement et son acceptation par cette lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

BOX A

ENTITLEMENT DELIVERY

All cash payments will be issued and mailed to your existing registration unless otherwise stated. If you would like your cash dispatched to a different address, please complete BOX B

  • MAIL CHEQUE TO ADDRESS ON RECORD (DEFAULT)
  • MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
  • HOLD CHEQUE FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE:

Computershare Investor Services Inc.

100 University Ave, 8th Floor,

Toronto ON

  • DELIVER FUNDS VIA WIRE* (COMPLETE BOX F)

BOX B

MAIL PAYMENT TO 3rd PARTY ADDRESS*:

  • CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)

(ATTENTION NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

  • THE PAYMENT WILL REMAIN IN THE NAME OF THE REGISTRATION

BOX C

CURRENCY ELECTION

ALL CASH PAYMENTS WILL BE ISSUED IN CANADIAN DOLLARS UNLESS OTHERWISE ELECTED BELOW PRIOR TO THE EFFECTIVE DATE. AFTER THE EFFECTIVE DATE, ALL PAYMENTS WILL BE ISSUED IN CANADIAN DOLLARS, REGARDLESS OF ANY ELECTIONS BELOW

  • Issue my cash entitlement payment(s) in United States Dollars (USD)

Cash amounts will be denominated in Canadian dollars. However, a registered Photon shareholder can instead elect to receive payment in U.S. dollars by checking the appropriate box in this Letter of Transmittal, in which case such Photon shareholder will have acknowledged and agreed that the exchange rate for one Canadian dollar expressed in U.S. dollars will be based on the prevailing market rate(s) available to the Depositary on the date of the currency conversion. All risks associated with the currency conversion from Canadian dollars to U.S. dollars, including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the registered Photon shareholder's sole account and will be at such shareholder's sole risk and expense, and neither Photon nor the Depositary or their affiliates are responsible for any such matters.

By electing to receive payment in another currency, the undersigned acknowledges that (a) the exchange rate used will be the rate established by the Depositary, in its capacity as foreign exchange service provider to Photon, on the date the funds are converted;

  1. the risk of any fluctuation in such rate will be borne by the undersigned; and (c) the Depositary may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency. Failure to make an election by the Effective Date will result in any cash payment under the arrangement being paid in Canadian dollars.

BOX D

RESIDENCY DECLARATION

ALL PHOTON SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.

The undersigned represents that:

  • The beneficial owner of the Photon common shares deposited herewith is nota U.S. Shareholder.
  • The beneficial owner of the Photon common shares deposited herewith isa U.S. Shareholder.

A "U.S. Shareholder" is any Photon shareholder who is either (i) has a registered account address that is located within the United States or any territory or possession thereof, or (ii) a "U.S. person" for the United States federal income tax purposes as defined in Instruction 7 below. If you are a U.S person or acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. person is exempt from backup withholding, as provided in the instructions (see Part VIII). If you are not a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete an appropriate Form W-8.

BOX E

LOST CERTIFICATES

If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact Computershare for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.

PREMIUM CALCULATION

X CAD $0.108= Premium Payable $ _____________________NOTE: Payment NOTrequired if premium is

less than $5.00

The option to replace your certificate by completing this Box E will expire on November 21, 2021 After this date, shareholders must contact Computershare for alternative replacement options. I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc

STATEMENT OF LOST CERTIFICATES

The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the Original(s), at the time of their death, was) the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this Statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).

The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Photon Control Inc., 1302998 B.C. Ltd., Computershare Investor Services Inc., Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the "Obligees"), from and against all losses, costs and damages, including court costs and attorneys' fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/ or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD$0.108 per lost Photonshare is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.

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Photon Control Inc. published this content on 01 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 07:47:03 UTC.