Common use of Amendments to the Merger Agreement Clause in Contracts

Amendments to the Merger Agreement. (a) Section 5.02 of the Merger Agreement is hereby amended by inserting the following as a new subsection (j) thereof: “Notwithstanding anything to the contrary contained in this Agreement, nothing contained in the Form S-4 (excluding, for purposes of this Section 5.02(j), any amendments or supplements thereto to the extent not approved by Parent) to be filed by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof.” (b) Section 5.02 of the Merger Agreement is hereby amended by inserting the following as a new subsection (k) thereof: “Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any of the following events shall be deemed to be a Company Adverse Recommendation Change for all purposes under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof: (i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders.” (c) Section 6.08 of the Merger Agreement is hereby amended by inserting the following as a new last sentence thereof: “Notwithstanding anything to the contrary contained in this Agreement, Parent shall be given the opportunity to review and comment on any press release proposed to be issued by or on behalf of the Company, the Company Board or any committee thereof announcing, disclosing or otherwise mentioning the engagement of the Additional Financial Advisors, and no such press release shall be issued by or on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of Parent.” (d) Section 9.03 of the Merger Agreement is hereby amended by inserting the following definitions in alphabetical order:

Amendments to the Merger Agreement. The Merger Agreement (as amended by the Second Amendment) is hereby further amended as set forth below in this Section 1. ​ ​ ​ ​ US 885830947369092.3 ​ ​ ​ (a) Section 5.02 2.08 of the Merger Agreement is hereby further amended to provide that, notwithstanding anything to the contrary in the Merger Agreement or the Second Amendment, the deadline for the Sellers’ Representative to deliver the Objections Statement to Buyer is extended to June 10, 2022. ​ (b) Section 2.08 of the Merger Agreement is hereby further amended to provide that, notwithstanding anything to the contrary in the Merger Agreement or the Second Amendment, the Objections Statement delivered by the Sellers’ Representative shall take into account all adjustments for activities by the Company and its Subsidiaries through May 31, 2022 relating to the balances of the Company and its Subsidiaries existing as of the Reference Time, including (i) any adjustments to accounts payable of the Company existing as of the Reference Time and (ii) increases to the calculation of Closing Net Working Capital, on a dollar for dollar basis, for the amount of outstanding accounts receivable of the Company existing as of the Reference Time (x) for which any payment is received by the Company by May 31, 2022, or (y) that are, no later than by May 31, 2022, validated or otherwise acknowledged in writing by the relevant customer to be a valid obligation of such customer together with a confirmation that such accounts receivable will be paid by June 15, 2022, in a form reasonably acceptable to Buyer (but such amounts will be disregarded to the extent not actually collected by June 15, 2022); provided, that in no event will the resulting final Closing Merger Consideration from the Objections Statement be less than the final Closing Merger Consideration set forth on the Amended Preliminary Closing Statement, provided, further, that the resulting final Closing Merger Consideration shall be determined in accordance with Section 2.08 of the Merger Agreement as modified by the framework agreed in this Amendment. ​ (c) The reference to “30 days” in Section 2.08(c) of the Merger Agreement is hereby amended by inserting the following as a new subsection to read “60 days (j) thereof: “Notwithstanding anything to the contrary contained in this Agreementor, nothing contained in the Form S-4 (excludingif later, for purposes of this Section 5.02(jJune 30, 2022), any amendments or supplements thereto to the extent not approved by Parent) to be filed by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof.” (b) Section 5.02 of the Merger Agreement is hereby amended by inserting the following as a new subsection (k) thereof: “Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any of the following events shall be deemed to be a Company Adverse Recommendation Change for all purposes under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof: (i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders.” (c) Section 6.08 of the Merger Agreement is hereby amended by inserting the following as a new last sentence thereof: “Notwithstanding anything to the contrary contained in this Agreement, Parent shall be given the opportunity to review and comment on any press release proposed to be issued by or on behalf of the Company, the Company Board or any committee thereof announcing, disclosing or otherwise mentioning the engagement of the Additional Financial Advisors, and no such press release shall be issued by or on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of Parent.” (d) Section 9.03 of the Merger Agreement is hereby amended by inserting the following definitions in alphabetical order:. ​

Amendments to the Merger Agreement. Subject to the terms and conditions of this Amendment: (a) Section 5.02 7.1(c) of the Merger Agreement is hereby amended by inserting deleting the following as a new subsection (j) thereof: “Notwithstanding anything to the contrary contained provision in this Agreement, nothing contained in the Form S-4 (excluding, for purposes of this Section 5.02(j), any amendments or supplements thereto to the extent not approved by Parent) to be filed by Parent its entirety and replacing it with the SEC substantially concurrently with following: "The Adventure Shares issuable to Trinity's stockholders, the execution Adventure Exchange Securities and the stock issuable upon exercise thereof shall have been approved for (i) the Stock Exchange Listing or for listing on the OTC Bulletin Board, and (ii) the Exchange Act Listing, subject to any notice of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereofissuance or similar requirement.”" (b) Section 5.02 7.2(h) of the Merger Agreement is hereby amended by inserting deleting the following as a new subsection provision in its entirety and replacing it with the following: "At the Effective Time, (ka) thereof: “Notwithstanding anything Trinity shall have approximately $7,350,000 but not less than $7,000,000 in cash or cash equivalents after giving effect to (i) the payment or accrual on or prior to the contrary contained in this AgreementEffective Time of all expenses incurred by Trinity, including, but not limited to, the occurrence fees and expenses of Trinity's attorneys, accountants and investment bankers (including HCFP/Brenner Securities) LLC, and (ii) any of the following events shall paymexxx xx be deemed made to be a Company Adverse Recommendation Change for all purposes under this Agreement, including dissenting Trinity Class B stockholders who exercised their redemption rights solely with respect to Parent’s rights under Section 8.01(fthe Trinity trust fund do not cause Trinity to have less than $7,000,000 in cash and cash equivalents, and (b) and Section 8.03(b)(ino more than two percent (2%) thereof: (i) Either of all of the Additional Financial Advisors outstanding shares of Trinity Common Stock and Trinity Class B Common Stock shall have rendered an opinion containing any conclusion (A) that given timely notice of their intention to exercise their statutory appraisal rights in connection with the Merger Consideration to be received transactions contemplated by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders.”this Agreement"; (c) Section 6.08 8.1(f) of the Merger Agreement is hereby amended by inserting changing the following as a new last sentence thereof: “Notwithstanding anything date contained therein from "November 30, 2005" to the contrary contained in this Agreement"December 31, Parent shall be given the opportunity to review and comment on any press release proposed to be issued by or on behalf of the Company, the Company Board or any committee thereof announcing, disclosing or otherwise mentioning the engagement of the Additional Financial Advisors, and no such press release shall be issued by or on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of Parent2005.” (d) Section 9.03 of the Merger Agreement is hereby amended by inserting the following definitions in alphabetical order:"

Amendments to the Merger Agreement. (a) Section 5.02 1.1(c) of the Merger Agreement is hereby amended by inserting adding the following as a new subsection (j) thereofsentence after the second sentence: “Notwithstanding In addition, notwithstanding anything to the contrary contained set forth in this Agreement, nothing contained Merger Sub shall have the right in its sole discretion to extend (or re-extend) the Form S-4 Offer beyond any then-scheduled expiration of the Offer for one or more periods, in consecutive increments of up to ten (excluding10) Business Days each, for purposes the length of this Section 5.02(j), any amendments each such period to be determined by Parent in its sole discretion (or supplements thereto such longer period as Parent and the Company may mutually agree) to the extent all of the Offer Conditions have been satisfied or waived and the Debt Financing has not approved by Parent) to be filed been received by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f(either directly or through its subsidiaries) and Section 8.03(b)(i) thereofthe lenders party to the Debt Commitment Letter have not definitively and irrevocably confirmed to Parent and Merger Sub that the Debt Financing in an amount sufficient to consummate the Offer, the Merger and the other transactions contemplated herein will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter.” (b) Section 5.02 1.1(c) of the Merger Agreement is hereby further amended by amending and restating sub-clause (A) of clause (i) of the fifth sentence (after giving effect to the addition of the sentence added pursuant to the amendment in section 2(a) above): (A) either (x) any Offer Condition shall not have been satisfied or waived, or (y) the Debt Financing shall not have been received by Parent (either directly or through its subsidiaries) and the lenders party to the Debt Commitment Letter shall not have definitively and irrevocably confirmed to Parent and Merger Sub that the Debt Financing in an amount sufficient to consummate the Offer, the Merger and the other transactions contemplated herein will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter, and”. (c) Section 5.12(f) of the Merger Agreement is hereby amended by inserting the following and restated in its entirety to read as a new subsection (k) thereoffollows: “Notwithstanding anything Each of Parent and Merger Sub acknowledges and agrees that the obtaining of the Financing is not a condition to the contrary contained in this AgreementMerger Closing, the occurrence of any of the following events shall be deemed to be a Company Adverse Recommendation Change for all purposes and reaffirms its obligations under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof: (i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders5.12.” (cd) Section 6.08 7.1(c)(iv) of the Merger Agreement is hereby amended by inserting the following and restated in its entirety to read as a new last sentence thereoffollows: “Notwithstanding anything (A) (x) all the Offer Conditions shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Offer Closing) and the Debt Financing has been received by Parent (either directly or through its subsidiaries) or the lenders party to the contrary contained Debt Commitment Letter have definitively and irrevocably confirmed to Parent and Merger Sub that the Debt Financing in this Agreementan amount sufficient to consummate the Offer, the Merger and the other transactions contemplated herein will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter, in each case, as of the Expiration Date and (y) Parent shall be given have failed to effect the opportunity to review and comment on Offer Closing promptly (and, in any press release proposed to be issued by event, within three (3) Business Days) thereafter in accordance with Section 1.1(a), or on behalf (B) (x) all of Offer Conditions shall have been satisfied or waived as of the Company, the Company Board or Expiration Date (without giving effect to any committee thereof announcing, disclosing or otherwise mentioning the engagement extension of the Additional Financial Advisorsexpiration date due solely to the failure to obtain Debt Financing), (y) the Marketing Period has ended and no such press release (z) Parent shall be issued by or on behalf have failed to effect the Offer Closing promptly (and, in any event, within three (3) Business Days) after the later of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion (x) and (y) of Parent.this subclause (B) in accordance with Section 1.1(a); or” (e) The Financing Proceeds Condition is hereby deleted. Accordingly, paragraph (d) Section 9.03 of Annex I of the Merger Agreement is hereby amended by inserting and restated in its entirety to read as follows: “[Intentionally Omitted]; or”. All other references in the following definitions in alphabetical order:Merger Agreement to the Financing Proceeds Condition are hereby deleted.

Amendments to the Merger Agreement. (a) Section 5.02 of the The Merger Agreement is hereby amended by deleting from Section 3.1 of the Merger Agreement the sentence that reads "The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the 2 Merger Proposals." and inserting in lieu thereof the following sentence: "The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be (i) the Merger Proposals and (ii) such other matters as a new subsection the Company and Liberty shall mutually agree." (jb) thereof: “Notwithstanding anything The Merger Agreement is hereby further amended by deleting, in its entirety, the form of Exhibit 2.2(c) attached to the contrary Merger Agreement as originally executed, and substituting therefor the form of such Exhibit attached to this Amendment as Annex A. All references in the Merger Agreement to the foregoing Exhibit shall be deemed to refer to such Exhibit as amended hereby. (c) The Merger Agreement is hereby further amended by deleting, in its entirety, Section 9.1(ii) of the Merger Agreement and inserting in lieu thereof the following: "(ii) by any of the Company, Parent or Liberty: (A) if the Merger shall not have been consummated on or before June 9, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement resulted in, or has been the cause or a substantial cause of, the failure of the Merger to be consummated on or before such date, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, nothing contained in each case that is not curable, such that the Form S-4 (excluding, for purposes of this Section 5.02(j), any amendments conditions set forth in Sections 8.2(a) or supplements thereto to the extent not approved by Parent) to be filed by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof.” (b) Section 5.02 or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided that the S-4 Registration Statement became effective (unless the failure of the S-4 Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty); or". (d) The Merger Agreement is hereby further amended by inserting the following as a new subsection (k) thereof: “Notwithstanding anything adding to the contrary contained in this end of Section 10.7 of the Merger Agreement, the occurrence following sentence: "Notwithstanding the foregoing provisions of any of this Section 10.7, the following events shall be deemed to be a Company Adverse Recommendation Change for all purposes under this Agreementconditions contained in Sections 8.2(f), including with respect to Parent’s rights under Section 8.01(f8.3(e) and Section 8.03(b)(i8.4(f) thereof: (i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to this Agreement may not be received waived by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holdersparties hereto.” (c) Section 6.08 of the Merger Agreement is hereby amended by inserting the following as a new last sentence thereof: “Notwithstanding anything to the contrary contained in this Agreement, Parent shall be given the opportunity to review and comment on any press release proposed to be issued by or on behalf of the Company, the Company Board or any committee thereof announcing, disclosing or otherwise mentioning the engagement of the Additional Financial Advisors, and no such press release shall be issued by or on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of Parent.” (d) Section 9.03 of the Merger Agreement is hereby amended by inserting the following definitions in alphabetical order:"

Amendments to the Merger Agreement. (a) Section 5.02 1.04(b) of the Merger Agreement is hereby amended by inserting deleted and replaced with the following as a new subsection (j) thereoffollowing: “Notwithstanding anything "Each Class A Common Unit issued and outstanding immediately prior to the contrary contained Effective Time (other than the Class A Common Units cancelled pursuant to Section 1.04(d)) will be converted into the right to receive, upon delivery of a duly executed and completed Letter of Transmittal, the Closing Per Unit Amount less the aggregate amount of the Historical Tax Distributions, if any, made in this Agreement, nothing contained in the Form S-4 (excluding, for purposes respect of this Section 5.02(j), any amendments or supplements thereto such Class A Common Unit prior to the extent not approved by Parent) to be filed by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including Effective Time plus amounts payable with respect to Parent’s rights under such Class A Common Unit pursuant to Section 8.01(f) 1.07(e), and Section 8.03(b)(i) thereofwill automatically be cancelled and retired and will cease to exist.”" (b) Section 5.02 1.04(c) of the Merger Agreement is hereby amended by inserting deleted and replaced with the following as a new subsection (k) thereoffollowing: “Notwithstanding anything "Each Class B Unit issued and outstanding immediately prior to the contrary contained in this AgreementEffective Time, regardless of whether vesting occurs pursuant to the terms of the associated equity purchase agreement or at the election of the Company's board of managers or as otherwise permitted (other than Class B Units to be canceled pursuant to Section 1.04(d)) will be converted into, upon delivery of a duly executed and completed Letter of Transmittal, the occurrence of any Closing Per Unit Amount less the Participation Threshold attributable to such Class B Unit less the aggregate amount of the following events shall be deemed Historical Tax Distributions, if any, made in respect of such Class B Unit prior to be a Company Adverse Recommendation Change for all purposes under this Agreement, including the Effective Time plus amounts payable with respect to Parent’s rights under such Class B Unit pursuant to Section 8.01(f) 1.07(e), and Section 8.03(b)(i) thereof: (i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration will automatically be cancelled and retired and will cease to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holdersexist.”" (c) Section 6.08 1.05(b) of the Merger Agreement is hereby amended deleted and replaced with the following: "The portion of the Estimated Merger Consideration each Class A Common Unitholder will be entitled to receive at the Closing (the "Closing Class A Common Unit Payment") will equal the result of: (a) the product of (i) Closing Per Unit Amount multiplied by inserting (ii) the following as a new last sentence thereof: “Notwithstanding anything number of Class A Common Units held by such Class A Common Unitholder immediately prior to the contrary contained in this AgreementEffective Time, Parent shall be given less (b) the opportunity to review and comment on any press release proposed to be issued by or on behalf aggregate amount of the CompanyHistorical Tax Distributions, if any, received by such Class A Common Unitholder in respect of such Class A Common Unitholder's Class A Common Units prior to the Company Board or any committee thereof announcing, disclosing or otherwise mentioning the engagement of the Additional Financial Advisors, and no such press release shall be issued by or on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of ParentEffective Time.”" (d) Section 9.03 1.05(c) of the Merger Agreement is hereby amended deleted and replaced with the following: "The portion of the Estimated Merger Consideration each Class B Unitholder will be entitled to receive at the Closing (the "Closing Class B Unit Payment") will equal the result of: (a) the product of (i) the result of (x) the Closing Per Unit Amount less (y) the average Participation Threshold attributable to the Participating Class B Units held by inserting such Class B Unitholder multiplied by (ii) the following definitions number of Participating Class B Units held by such Class B Unitholder immediately prior to the Effective Time, less (b) the aggregate amount of the Historical Tax Distributions, if any, received by such Class B Unitholder in alphabetical orderrespect of such Class B Unitholder's Class B Units prior to the Effective Time." (e) The definition of "Closing Per Unit Amount" in Section 11.01 of the Merger Agreement is hereby deleted and replaced with the following:

Amendments to the Merger Agreement. (a) The preamble to the Merger Agreement is hereby amended and restated in its entirety as follows: "This Agreement and Plan of Merger, dated for reference purposes May 6, 1998 (this "Agreement"), is by and among Reptron Electronics, Inc., a Florida corporation ("Reptron"), Lake Huron Investment Corporation, a Florida corporation and a wholly-owned subsidiary of Reptron ("Huron"), HECO Holding Corporation, an Oregon corporation (the "Company"), OECO, LLC, a Delaware limited liability company ("OECO-LLC"), and, for the limited purposes specified herein, Xxxx X. Xxxxxxxxx as Shareholder Representative (the "Shareholder Representative")." (b) The first sentence of Section 5.02 7.2(e) of the Merger Agreement is hereby amended by inserting and restated in its entirety to read as follows: "The Company shall have delivered to Reptron a certificate or certificates, dated as of the following as a new subsection (j) thereof: “Notwithstanding anything Closing Date, of the Chief Executive Officers and the Chief Financial Officers of the Company and the Subsidiary, respectively, to the contrary contained in this Agreement, nothing contained in effect that (i) they are familiar with the Form S-4 (excluding, for purposes provisions of this Section 5.02(j), any amendments or supplements thereto to the extent not approved by ParentAgreement and (ii) to be filed by Parent with their Knowledge, the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under conditions specified in Section 8.01(f7.2(d) and Section 8.03(b)(i) thereofhave been satisfied.”" (bc) Section 5.02 8.2(b) of the Merger Agreement is hereby amended by inserting the following and restated in its entirety to read as follows: "The holders of a new subsection (k) thereof: “Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any majority of the following events Units of OECO-LLC may replace the Shareholder Representative at any time with a substitute Shareholder Representative who shall be deemed to be a Company Adverse Recommendation Change for have all purposes under this Agreement, including with respect to Parent’s rights under Section 8.01(f) the powers and Section 8.03(b)(i) thereof: (i) Either responsibilities of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers Shareholder Representative set forth in the opinion rendered by such Additional Financial Advisor); orthis Article VIII." (ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders.” (cd) Section 6.08 8.7 of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "All interest paid on the General Escrow Fund shall become part of the General Escrow Fund and shall serve as security for both principal and interest with respect to amounts owed by inserting Reptron pursuant to this Agreement and deferred pursuant to Section 3.2(a). On the following as a new last sentence thereof: “Notwithstanding anything to termination date of the contrary contained in this AgreementGeneral Escrow Fund, Parent the balance of the General Escrow Fund, including interest thereon, shall be given transmitted by the opportunity Escrow Agent to review an account designated by the Shareholder Representative. All interest paid on each Escrow Fund other than the General Escrow Fund shall be allocated the termination date of such Escrow Fund between the Indemnified Parties and comment on any press release proposed to be issued by or the Shareholder Representative on behalf of the Company, Shareholders in proportion to the Company Board or any committee thereof announcing, disclosing or otherwise mentioning distributions received by the engagement of Indemnified Parties and the Additional Financial Advisors, and no such press release shall be issued by or Shareholder Representative on behalf of the Company, the Company Board or any committee thereof without Parent’s prior written consent, which consent shall be at the sole discretion of Parent.”Shareholders from such Escrow Fund " (de) Section 9.03 8.10(a) of the Merger Agreement is hereby amended by inserting and restated in its entirety to read as follows: "Subject to the following definitions limitation that written notice of any claim for payment from the General Escrow Fund must be given to the Escrow Agent and the Shareholder Representative, with a copy to any counsel of which the Shareholder Representative may have notified Reptron in alphabetical order:accordance with Section 10.2, not later than the Escrow Termination Date, from time to time as an Indemnified Party determines that it is entitled to an indemnification payment from the General Escrow Fund for a claim under subsection 8.3(a) above, the Indemnified Party shall give written notice of the claim in accordance with Section 8.8 or 8.9, to the Escrow Agent and the Shareholder Representative describing in such notice the nature of the claim, the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof, and the provisions in this Agreement on which the claim is based."