Fifth Amendment to Voting Agreement, dated June 13, 2019, between the Company, Moab Partners, L.P. and Moab Capital Partners, LLC

Exhibit 10.2

FIFTH AMENDMENT TO
VOTING AGREEMENT

This Fifth Amendment to Voting Agreement (this “Amendment”) is effective as of June 13, 2019 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Holders are parties to that certain Voting Agreement dated as of August 9, 2016, as amended by the First Amendment to Voting Agreement dated as of November 17, 2016, the Second Amendment to Voting Agreement dated as of May 31, 2017, the Third Amendment to Voting Agreement dated as of December 18, 2017 and Fourth Amendment to Voting Agreement dated as of June 9, 2019 (the “Agreement”);

WHEREAS, the parties wish to further amend the Agreement as set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.                   The Company waives the limitations of Section 6 of the Agreement to the extent, but only to the extent, they restrict the Holders’ sale to Harbert Discovery Fund LP or its affiliates (“Harbert”) of all shares of the Company’s Common Stock owned by the Holders as of the date of this Agreement, provided such sale occurs on or before June 15, 2019.

2.                   Section 8 of the Agreement shall be amended and restated to read as follows:

8. Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the termination of the Standstill Agreement, as amended by the Fourth Amendment to Standstill Agreement or, if earlier, the effective date of the sale by the Holders of all shares of the Company’s Common Stock owned by them to Harbert, provided such sale occurs on or before June 15, 2019. (the “Covered Period”).

3.                   If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

4.                   Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

5.                   This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

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