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, 2010Agreement and Plan of Merger • 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.
VOTING AGREEMENTVoting 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).
