JOINDER AGREEMENTJoinder Agreement • August 10th, 2016 • Perceptron Inc/Mi • Optical instruments & lenses • Michigan
This Joinder Agreement (the “Agreement”), dated as of August 9, 2016, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”) and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, a copy of which is attached to this Agreement as Exhibit A.
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • August 10th, 2016 • Perceptron Inc/Mi • Optical instruments & lenses • Michigan
The undersigned (the “Director”), being a member of the Board of Directors of Perceptron, Inc., a Michigan corporation (the “Company”), may be provided certain information and data in connection with serving as a director of the Company which the Company wishes to keep confidential, including, but not limited to, information (whether furnished in writing or electronic format or orally) regarding the Company’s governance, board of directors, management, plans, strategies, business, finances or operations, including information relating to financial statements, evaluations, plans, programs, customers, plants, equipment and other assets, products, processes, manufacturing, marketing, research and development, know-how and technology, intellectual property and trade secrets and information which the Company has obtained from third parties and with respect to which the Company is obligated to maintain confidentiality (collectively, “Confidential Information”). Except as provided in this Agr
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • August 10th, 2016 • Perceptron Inc/Mi • Optical instruments & lenses • Michigan
The undersigned (the “Director”), being a director and co-portfolio manager of Harbert Discovery Fund GP, LLC, the General Partner of Harbert Discovery Fund LP (collectively with Harbert Fund Advisors, Inc. and Harbert Management Corporation (“Harbert”) and a member of the Board of Directors of Perceptron, Inc., a Michigan corporation (the “Company”), may be provided certain information and data in connection with serving as a director of the Company which the Company wishes to keep confidential, including, but not limited to, information (whether furnished in writing or electronic format or orally) regarding the Company’s governance, board of directors, management, plans, strategies, business, finances or operations, including information relating to financial statements, evaluations, plans, programs, customers, plants, equipment and other assets, products, processes, manufacturing, marketing, research and development, know-how and technology, intellectual property and trade secrets a
STANDSTILL AGREEMENTStandstill Agreement • August 10th, 2016 • Perceptron Inc/Mi • Optical instruments & lenses • Michigan
THIS STANDSTILL AGREEMENT (“Agreement”), dated the 9th day of August, 2016, is made by and between Perceptron, Inc., a Michigan corporation (“Perceptron”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, the “Holders”).
VOTING AGREEMENTVoting Agreement • August 10th, 2016 • Perceptron Inc/Mi • Optical instruments & lenses • Michigan
THIS VOTING AGREEMENT (“Agreement”), dated the 9th day of August, 2016, is made by and between Perceptron, Inc., a Michigan corporation (“Perceptron”), and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Holders”).
