Exhibit 10.2


 


 





SECOND AMENDMENT TO

VOTING AGREEMENT


 


This Second Amendment to Voting Agreement (this
“Amendment”) is effective as of May 31, 2017 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 “Agreement”);


 


WHEREAS, the term of the Agreement is tied to
the term of a certain Standstill Agreement dated as of August 9, 2016 (the “Standstill Agreement”) and whereas the
Standstill Agreement is being extended pursuant to a Second Amendment to Standstill Agreement and therefore the term of the Agreement
is being extended for a co-terminus period; and


 


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.              
Section 4(b)(vii) of the Agreement shall be amended and restated to read as follows:


 


 (vii)    upon the appointment of a new President and Chief Executive Officer, by December 31, 2017, the new President and Chief Executive Officer will be appointed to the Board to fill a vacancy left by the resignation of either Robert S. Oswald or Terryll R. Smith, who will resign at that time to facilitate such appointment.




 


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 Second Amendment to Standstill Agreement (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]


 






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


 





	 	Perceptron, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David L. Watza	 
	 	Name: David L. Watza	 
	 	Title: President and Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	MOAB PARTNERS, L.P.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Rothenberg	 
	 	Name:  Michael Rothenberg	 
	 	Title:    General Partner of Moab GP LLC the
	 	             General Partner of Moab Partners, LP
	 	 	 	 
	 	 	 	 
	 	MOAB CAPITAL PARTNERS, LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Rothenberg	 
	 	Name:  Michael Rothenberg	 
	 	Title:    President	 







 


 







 


 


 


 


 


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