Voting Agreement (February 19th, 2010)
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).
Contract (February 19th, 2010)
Support Agreement and Irrevocable Proxy (January 20th, 2006)
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).