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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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. (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, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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."

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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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. 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 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 the payment or accrual on or prior to the Effective Time of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received all expenses incurred by the holders of Company Common Stock in the Merger is other than fairTrinity, from a financial point of view, to such holders (including, without limitationbut not limited to, the fees and expenses of Trinity's attorneys, accountants and investment bankers (including HCFP/Brenner Securities) LLC, and (ii) 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 ▇▇▇payme▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC be made to dissenting Trinity Class B stockholders who exercised their redemption rights solely with respect to the Company Board or Trinity trust fund do not cause Trinity to have less than $7,000,000 in cash and cash equivalents, and (b) no more than two percent (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 all of the Additional Financial Advisors outstanding shares of Trinity Common Stock and Trinity Class B Common Stock shall have been requested given timely notice of their intention to exercise their statutory appraisal rights in connection with the transactions contemplated 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:"