Peco Ii Inc Sample Contracts

Exhibit 1.1 ______________ Shares PECO II, Inc. Common Shares UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 3rd, 2000 • Peco Ii Inc • Telephone & telegraph apparatus • New York
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WITNESSETH: -----------
Stock Option Agreement • May 22nd, 2000 • Peco Ii Inc
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Exhibit 10.7 INDEMNIFICATION AGREEMENT ------------------------- THIS AGREEMENT is made and entered into effective as of the ____ day of _______________, 2000, by and between PECO II, Inc., an Ohio corporation (the "Corporation"), and...
Indemnification Agreement • July 3rd, 2000 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio
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RELATING TO $6,500,000 COUNTY OF ARAPAHOE, COLORADO ADJUSTABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2001 (PECO II, INC. PROJECT)
Loan Agreement • November 5th, 2001 • Peco Ii Inc • Telephone & telegraph apparatus • Colorado
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EXHIBIT 10.2.3 REIMBURSEMENT AGREEMENT
Reimbursement Agreement • May 22nd, 2000 • Peco Ii Inc • Ohio
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RECITALS:
Loan and Security Agreement • May 22nd, 2000 • Peco Ii Inc • Ohio
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Draft of July 20, 2000] Underwriting Agreement
Underwriting Agreement • July 24th, 2000 • Peco Ii Inc • Telephone & telegraph apparatus • New York
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Exhibit 10.1.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 22nd, 2000 • Peco Ii Inc • Ohio
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AGREEMENT AND PLAN OF MERGER Among LINEAGE POWER HOLDINGS, INC., LINEAGE POWER OHIO MERGER SUB, INC. and PECO II, INC. Dated as of February 18, 2010
Merger Agreement • February 19th, 2010 • Peco Ii Inc • Construction - special trade contractors • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of February 18, 2010 (this “Agreement”), by and among Lineage Power Holdings, Inc., a Delaware corporation (“Parent”), Lineage Power Ohio Merger Sub, Inc., an Ohio corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and PECO II, Inc., an Ohio corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

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AND
Reimbursement Agreement • November 5th, 2001 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio
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SUPPLY AGREEMENT
Supply Agreement • May 22nd, 2009 • Peco Ii Inc • Construction - special trade contractors • Delaware

THIS SUPPLY AGREEMENT (the “Agreement”) is effective as of May 18, 2009 (the “Effective Date”) by and between Delta Electronics, Inc., an R.O.C. corporation having its principal place of business at 186 Ruey Kuang Road, Neihu Taipei 11491 Taiwan, R.O.C. (hereafter referred to as “DEI”), and PECO II, Inc., an Ohio corporation having its principal place of business at 1376 State Highway 598, Galion, Ohio 44833 (hereafter referred to as “PECO”).

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SUPPORT AGREEMENT AND IRREVOCABLE PROXY
Support Agreement and Irrevocable Proxy • January 20th, 2006 • Peco Ii Inc • Construction - special trade contractors • Delaware

THIS SUPPORT AGREEMENT AND IRREVOCABLE PROXY, dated as of October 13, 2005 (this “Agreement”), is entered into by and between PECO II, Inc., an Ohio corporation (the “Company”), Delta Products Corporation, a California corporation (“Seller”) and each of the persons listed on Exhibit A hereto (each a “Significant Holder” and collectively the “Significant Holders”).

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RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Release and Waiver Agreement • March 31st, 2003 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio
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CONFIDENTIAL TREATMENT - Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. ASSET PURCHASE AGREEMENT BY AND BETWEEN DELTA PRODUCTS CORPORATION As...
Asset Purchase Agreement • January 20th, 2006 • Peco Ii Inc • Construction - special trade contractors • Delaware

ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of October 13, 2005 by and between PECO II, Inc., an Ohio corporation (the “Buyer”) and Delta Products Corporation, a California corporation (“Seller”). Buyer and Seller are referred to individually as a “Party” and collectively herein as the “Parties.”

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2003 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio

THIS FIFTH AMENDMENT (this “Amendment”) to the Second Amended and Restated Loan and Security Agreement is entered into as of the 1st day of January, 2003, by and between PECO II, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”).

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VOTING AGREEMENT
Voting Agreement • February 19th, 2010 • Peco Ii Inc • Construction - special trade contractors • Delaware

This VOTING AGREEMENT (the “Agreement”), dated as of February 18, 2010, is made by and among the Green Family Trust U/A/D 03/16/1995 (the “Green Family Trust”), the Green Charitable Trust U/A/D 05/09/01 (the “Green Charitable Trust”), Matthew P. Smith, Linda H. Smith, Ashwood I, LLC (“Ashwood I”), and Ashwood II, LLC (“Ashwood II”) (each of the foregoing individually, a “Shareholder” and, collectively, the “Shareholders”), PECO II, Inc., an Ohio corporation (the “Company”), Lineage Power Holdings, Inc., a Delaware corporation (“Parent”) and Lineage Power Ohio Merger Sub, Inc., an Ohio corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Separation Release Agreement • January 18th, 2008 • Peco Ii Inc • Construction - special trade contractors • Ohio
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PURCHASE AGREEMENT
Purchase Agreement • September 8th, 2005 • Peco Ii Inc • Construction - special trade contractors
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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 15th, 2002 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio

THIS THIRD AMENDMENT (this “Amendment”) to the Second Amended and Restated Loan and Security Agreement is entered into as of the 30th day of June, 2002, by and between PECO II, Inc. (the “Borrower”), and The Huntington National Bank (the “Bank”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2005 • Peco Ii Inc • Construction - special trade contractors • Ohio

This Employment Agreement is made as of the 28 th day of July, 2005, by PECO II Global Services, Inc., a Delaware corporation (the “Employer”), John G. Heindel, an individual and resident of the State of New Jersey (the “Employee”), and PECO II, Inc., an Ohio corporation and parent company of the Employer (“PECO”).

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SECURITY AGREEMENT (Deposit Account(s)) Borrower Grantor
Security Agreement • November 10th, 2004 • Peco Ii Inc • Construction - special trade contractors

This Security Agreement (together with all amendments, supplements and other modifications, this “Agreement”) executed in Columbus, OH, as of this 15th day of October 2004, by PECO II, Inc. (together with its permitted successors and assigns, heirs and personal representatives, “Grantor”) whose mailing address is 1376 State Road 598, Galion, OH 44833-9355 to NATIONAL CITY BANK (“Bank”), having a banking office at 155 East Broad Street, Columbus, OH 43251, Attention: Commercial Loans Division, Locator No. 16-0061.

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 7th, 2003 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio

THIS SIXTH AMENDMENT (this “Amendment”) to the Second Amended and Restated Loan and Security Agreement is entered into as of the 14th day of August, 2003, by and between PECO II, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2010 • Peco Ii Inc • Construction - special trade contractors • Ohio

This Employment Agreement (this “Agreement”) is made as of the 4th day of January 2010 (the “Effective Date”), among PECO II Global Services, Inc., a Delaware corporation (the “Employer”), John G. Heindel, an individual and resident of the State of New Jersey (the “Employee”), and PECO II, Inc., an Ohio corporation and parent company of the Employer (“PECO”).

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Exhibit 10.1.2 BOND PURCHASE AGREEMENT County of Arapahoe, Colorado Adjustable Rate Demand Industrial Development Revenue Bonds, Series 2001 (PECO II, Inc. Project)
Bond Purchase Agreement • November 5th, 2001 • Peco Ii Inc • Telephone & telegraph apparatus • Colorado
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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 1st, 2005 • Peco Ii Inc • Construction - special trade contractors
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SUPPLY AGREEMENT
Supply Agreement • April 3rd, 2006 • Peco Ii Inc • Construction - special trade contractors • Delaware

THIS STRATEGIC SUPPLY AGREEMENT (the “Agreement”) is effective as of March 28, 2006 (the “Effective Date”) by and between Delta Electronics, Inc., an R.O.C. corporation having its principal place of business at 186 Ruey Kuang Road, Neihu Taipei 11491 Taiwan, R.O.C. (hereafter referred to as “DEI”), PECO II, Inc., an Ohio corporation having its principal place of business at 1376 State Highway 598, Galion, Ohio 44833 (hereafter referred to as “PECO”) and DEI Logistics (USA) Corporation, a California corporation having its principal place of business at 4405 Cushing Parkway, Fremont, California 94538 (hereinafter referred to as “DEI Logistics”), with respect to Section 19.14 hereof only, for the purpose of defining the rights and duties of the parties in connection with the distribution by PECO of certain DEI products.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2008 • Peco Ii Inc • Construction - special trade contractors • Ohio

This Employment Agreement (this “Agreement”) is made as of the 29th day of January, 2008 (the “Effective Date”), among PECO II Global Services, Inc., a Delaware corporation (the “Employer”), John G. Heindel, an individual and resident of the State of New Jersey (the “Employee”), and PECO II, Inc., an Ohio corporation and parent company of the Employer (“PECO”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 19th, 2001 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio

THIS SECOND AMENDMENT (this "Amendment") to the Second Amended and Restated Loan and Security Agreement is entered into as of the 29 day of December, 2000, by and between PECO II, Inc. (the "Borrower"), and The Huntington National Bank (the "Bank").

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SUPPLY AGREEMENT
Supply Agreement • October 2nd, 2008 • Peco Ii Inc • Construction - special trade contractors • Delaware

THIS SUPPLY AGREEMENT (the “Agreement”) is effective as of September 29th, 2008 (the “Effective Date”) by and between Delta Electronics, Inc., an R.O.C. corporation having its principal place of business at 186 Ruey Kuang Road, Neihu Taipei 11491 Taiwan, R.O.C. (hereafter referred to as “DEI”), and PECO II, Inc., an Ohio corporation having its principal place of business at 1376 State Highway 598, Galion, Ohio 44833 (hereafter referred to as “PECO”).

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RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Release and Waiver Agreement • August 15th, 2003 • Peco Ii Inc • Telephone & telegraph apparatus • Ohio
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PECO II, Inc. RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Release and Waiver Agreement • July 7th, 2009 • Peco Ii Inc • Construction - special trade contractors • Ohio
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PECO II, Inc. RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Release and Waiver Agreement • January 4th, 2008 • Peco Ii Inc • Construction - special trade contractors • Ohio
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VOTING AGREEMENT
Voting Agreement • January 20th, 2006 • Peco Ii Inc • Construction - special trade contractors • Delaware

This Voting Agreement (this “Agreement”) is made as of October 13, 2005 by and among Peco II, Inc., an Ohio corporation (the “Company”), Delta Products Corporation, a California corporation (“Shareholder”), and each of the persons listed on Exhibit A-1 attached hereto (each a “Significant Holder,” and collectively the “Significant Holders”). The Shareholder and the Significant Holders are referred to herein collectively as the “Voting Parties.” This Agreement shall become effective on the Closing Date of the Asset Agreement (as defined below) (the “Effective Date”).

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PECO II, INC. AWARD AGREEMENT (FOR NON-QUALIFIED STOCK OPTION)
Award Agreement (For Non-Qualified Stock Option) • March 19th, 2001 • Peco Ii Inc • Telephone & telegraph apparatus

This option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code (the "Code"). Please acknowledge your acceptance of the terms of this option by signing below.

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PECO II, Inc. RELEASE AND WAIVER AGREEMENT CONCERNING MY SEPARATION FROM EMPLOYMENT
Release and Waiver Agreement • July 6th, 2009 • Peco Ii Inc • Construction - special trade contractors • Ohio
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