{"url_path":"/sec/else/8-k/2026-04-27/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/351789/0000897101-26-000148-index.html","accession_number":"0000897101-26-000148","cik":"0000351789","ticker":"ELSE","issuer_name":"ELECTRO SENSORS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/351789/0000897101-26-000148-index.html","primary_entity_key":"0000351789","primary_entity_name":"ELECTRO SENSORS INC"},"word_count":5360,"has_tables":true,"body_markdown":"EX-10.1\n3\na04242026_ex10-1.htm\nVOTING AGREEMENT\n\n**Exhibit 10.1**\n\n** **\n\n**VOTING AGREEMENT**\n\nThis VOTING AGREEMENT\n(this “Voting Agreement”) is made and entered into as of __________ __, 2026 by and among steute Industrial\nControls, Inc., a Connecticut corporation (“Purchaser”) and the undersigned shareholder (the “Company\nShareholder”) of Electro-Sensors, Inc., a Minnesota corporation (the “Company”). Capitalized terms\nused but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined\nbelow).\n\n**RECITALS**\n\nA. Concurrently\nwith the execution of this Voting Agreement, Purchaser, Steute Burwell Inc., a Minnesota corporation (“Merger Sub”),\nthe Company, and certain other representatives are entering into an Agreement and Plan of Merger (the “Merger Agreement”)\nthat provides, among other things, that the Merger Sub shall be merged with and into the Company and the Company will continue\nas the surviving corporation and as a wholly owned subsidiary of Purchaser, in a transaction intended to qualify as a tax free\nreorganization under Sections 368(a)(1)(A) or 368(a)(2)(E) of the Internal Revenue Code (the “Merger”).\n\nB. The\nCompany Shareholder is the record holder of such number of outstanding Shares (as defined below) of the Company Common Stock as\nis indicated on the final page of this Voting Agreement and the Company Shareholder is also the owner of options and restricted\nstock units entitling the Company Shareholder to receive Shares as is indicated on the final page of this Voting Agreement.\n\nD. As\na material inducement to and condition precedent of Purchaser to enter into the Merger Agreement, Purchaser desires the Company\nShareholder to agree, and the Company Shareholder does agree, to vote the Shares so as to facilitate consummation of the Merger.\n\nE Capitalized\nterms used but not defined herein shall have the meanings set forth in the Merger Agreement.\n\nNOW, THEREFORE, in\nconsideration of the foregoing and the mutual promises, covenants and conditions set forth herein, the parties hereto agree as\nfollows:\n\n1.AgreementS RELATING TO Shares\n\n1.1\nDefinitions. For the purposes of this Voting Agreement:\n\n(a)\n*Shares*. The term “Shares” means such number of shares of capital stock of the Company, including without\nlimitation shares of the Company Common Stock, owned of record or beneficially by the Company Shareholder or over which the Company\nShareholder exercises voting power as of the execution by the Company Shareholder of this Voting Agreement and all additional securities\nof capital stock of the Company (including without limitation all additional shares of the Company Common Stock) of which the Company\nShareholder acquires ownership or voting power after the time that the Company Shareholder executes this Voting Agreement; which,\nwhen added to all other shares of capital stock of the Company, if any, beneficially owned by Purchaser or an affiliate or associate\nof Purchaser would not entitle Purchaser to exercise or direct the exercise of a new range of voting power within any of the ranges\nspecified in Section 302A.671, subdivision 2, paragraph (d) of the Minnesota Business Corporation Act.\n\n(b)\n*Transfer*. The Company Shareholder shall be deemed to have effected a “Transfer” of a security if the\nCompany Shareholder directly or indirectly: (i) sells, pledges, encumbers, transfers or disposes of, or grants an option with\nrespect to, such security or any interest therein; or (ii) enters into an agreement or commitment providing for the sale,\npledge, encumbrance, transfer or disposition of, or grant of an option with respect to, such security or any interest therein.\n\n(c)\n*Other*. For purposes of the definition of Shares, the terms “beneficial owner”, “beneficial ownership”,\n“affiliate” and “associate” shall have the meaning given such terms in Section 302A.011 of the Minnesota\nBusiness Corporation Act (“MBCA”).\n\n1.2\nAgreement to Vote Shares.\n\n(a)\n*Voting of Shares*. The Company Shareholder hereby covenants and agrees that, prior to the termination of the Company\nShareholder’s obligations under this Section 1.2 pursuant to Section 4 hereof, at any meeting (whether annual\nor special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in connection\nwith any written consent of the shareholders of the Company, the Company Shareholder will appear at the meeting or otherwise cause\nthe Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or\nconsented) the Shares:\n\n(i)\nin favor of the approval and adoption of the Merger Agreement and the Merger and the other actions contemplated by or in\nfurtherance of the Merger Agreement;\n\n(ii)\nin favor of any other proposals presented by the Company to its stockholders in connection with the transactions contemplated\nby the Merger Agreement;\n\n(iii)\nin favor of any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are\nnot sufficient votes to adopt the Merger Agreement and approve the transactions contemplated thereby or there are not sufficient\nshares of capital stock of the Company represented to constitute a quorum necessary to conduct the business of the Company Shareholder\nMeeting;\n\n(iv)\nagainst any Alternative Acquisition Proposal or any of the transactions contemplated thereby;\n\n(v)\nagainst any action, proposal, transaction or agreement submitted to the Company’s shareholders for approval which\ncould reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement\nof the Company under the Merger Agreement or of such Company Shareholder under this Voting Agreement; and\n\n2\n\n(vi)\nagainst any action, proposal, transaction, or agreement submitted to the Company’s shareholders for approval that\ncould reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation\nof the transactions or the fulfillment of the Company’s conditions under the Merger Agreement or change in any manner the\nvoting rights of any class of shares of the Company (including any amendments to the Company’s certificate of incorporation\nor bylaws) except as required by the Merger Agreement as in effect on the date hereof.\n\n(b)\n*Entitled To Vote*. The Company Shareholder hereby agrees that such Company Shareholder’s Shares that are entitled\nto be voted shall be voted (or caused to be voted) as set forth in this Section 1.2 whether or not such Company\nShareholder’s vote, consent or other approval is sought on only one or on any combination of the matters set forth in this Section 1.2 and\nat any time or at multiple times during the term of this Voting Agreement.\n\n(c)\n*No Inconsistent Agreements*. The Company Shareholder further agrees not to enter into any agreement or understanding with\nany person that would be inconsistent with or violate any provision in this Section 1.2. Notwithstanding any other\nprovision in this Voting Agreement to the contrary, in no event shall this Voting Agreement constitute an acknowledgement by Purchaser\nthat the execution and delivery by Purchaser or the Company Shareholder of this Voting Agreement results in Purchaser acquiring\nbeneficial ownership of any of the Shares.\n\n1.3\nNo Exercise of Dissenters’ Rights. The Company Shareholder hereby irrevocably and unconditionally waives and\nagrees not to exercise or assert, on its own behalf or on behalf of any other holder of capital stock of the Company, any appraisal\nrights, dissenters’ rights or similar rights solely with respect to the Merger as contemplated by the Merger Agreement as\nin effect on the date hereof related to the transactions that such Company Shareholder may have under applicable Law, including\nwithout limitation Sections 302A.471 and 301A.473 of the MBCA, in respect of such Company Shareholder’s Shares that may arise\nin connection with the transactions.\n\n1.4\nTransfer and Other Restrictions.\n\n(a)\n*Certain Actions*. Prior to the termination of the Company Shareholder’s obligations hereunder pursuant to Section\n4 hereof, the Company Shareholder agrees not to, directly or indirectly:\n\n(i)\noffer for sale, Transfer or otherwise dispose of, or enter into any Contract, option or other arrangement or understanding\nwith respect to, or consent to the offer for sale, Transfer or other disposition of, any or all of the Shares or any interest therein\nexcept as provided in Section 1.4(b) below;\n\n(ii)\ngrant any proxy or power of attorney with respect to the Shares, deposit any of the Shares into a voting trust or enter\ninto a voting agreement or arrangement with respect to the Shares other than in connection with this Voting Agreement; or\n\n(iii) take any other action that would make any representation or warranty of the Company Shareholder contained herein untrue\nor incorrect or have the effect of preventing or disabling the Company Shareholder from performing his or its obligations under\nthis Voting Agreement.\n\n3\n\n(b)\n*Certain Contracts*. To the extent the Company Shareholder is, as of the date hereof, party to a Contract or agreement\nthat requires the Company Shareholder to Transfer Shares to another person or entity, the Company Shareholder will not effect any\nsuch Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Voting Agreement\nwith respect to the Shares to be Transferred. Nothing herein shall prohibit the Company Shareholder from exercising any option\nthe Company Shareholder may hold or settlement of any restricted stock unit the Company Shareholder may hold, in each case in accordance\nwith the terms of the option, provided that the securities acquired upon the exercise of an option or issued upon the vesting or\nsettlement of restricted stock units will become subject to this Voting Agreement. Notwithstanding the foregoing, with the prior\nconsent of Parent which will not be unreasonably withheld, delayed or denied, the Company Shareholder may Transfer Shares to an\nAffiliate or to immediate family members for bona fide estate planning purposes, provided that any such transferee executes a joinder\nagreeing to be bound by this Voting Agreement.\n\n1.5\nCap on Number of Shares of Common Stock Subject to Voting Agreement. Notwithstanding any other provision of this\nVoting Agreement, in no event shall any provision of this Voting Agreement, individually or in combination with any other provision\nhereof or of the Merger Agreement, be interpreted to, nor shall any person be entitled to enforce this Voting Agreement in a manner\nso as to, give rise to a “control share acquisition” or “business combination” with an “interested\nshareholder” (as such terms are defined in the MBCA) for any purpose under the MBCA, and in the event of any determination\nthat the foregoing would be the case, the terms of this Voting Agreement shall be deemed modified *ab initio* to the extent\n(and only to the extent) required to avoid such a control share acquisition or business combination. For the avoidance of doubt,\nin no event shall the aggregate amount of Shares subject to this Voting Agreement exceed 19.9% of the issued and outstanding Shares\n(as such percentage is calculated pursuant to Section 302A.011, Subd. 41 of the MBCA), and this Section 1.5 shall be deemed\nto release from the obligations under this Voting Agreement such number of Shares as may be necessary to cause such aggregate amount\nto not exceed such percentage.\n\n1.6\nOther Agreements.\n\n(a)\n*Notice of Any Acquisition*. The Company Shareholder agrees to notify promptly Purchaser of the number of any additional\nShares of the Company Common Stock acquired by the Company Shareholder, if any, after the execution of this Voting Agreement.\n\n(b)\n*No Solicitation*. The Company Shareholder shall not, in such Company Shareholder’s capacity as a shareholder\n(and not as a director, officer, or fiduciary of the Company) and shall use its reasonable best efforts to cause its Affiliates\nand Representatives not to, directly or indirectly: (a) solicit, initiate, propose or induce the making, submission or announcement\nof, or encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an\nAlternative Acquisition Proposal; (b) furnish to any Person (other than to Parent or any designees of Parent) any non-public\ninformation relating to the Company or its Subsidiaries or afford to any Person access to the business, properties, assets, books,\nrecords or other non-public information, or to any personnel, of the Company or its Subsidiaries (other than Parent or any designees\nof Parent), in any such case with the intent to induce the making, submission or announcement of, or to encourage, facilitate or\nassist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal\nor any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition\nProposal; (c) participate or engage in discussions or negotiations with any Person with respect to any inquiry or proposal\nthat constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal; (d) approve, endorse or recommend\nany proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal; (e) negotiate or\nenter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating\nto an Alternative Acquisition Proposal; or (f) authorize or commit to do any of the foregoing; *provided*, *however*,\nthat nothing in this Section 1.6 shall prevent the Company Shareholder, in his or her capacity as a director or executive\nofficer of the Company, from engaging in any activity permitted pursuant to Section 6.1 of the Merger Agreement.\n\n4\n\n1.7\nProxy. Solely in the event of a failure by, or the inability of, the Company Shareholder to act in accordance with\nsuch Company Shareholder’s obligations as to voting pursuant to Section 1.2, such Company Shareholder hereby irrevocably\ngrants to and appoints Purchaser (and any designee thereof) as such Company Shareholder’s proxy and attorney-in-fact (with\nfull power of substitution and re-substitution), for and in the name, place and stead of the Company Shareholder, to represent,\nvote and otherwise act (by voting at any meeting of shareholders of the Company or otherwise) with respect to such Company Shareholder’s\nShares solely to the extent necessary to effectuate the voting obligations expressly set forth in Section 1.2 until the termination\nof this Voting Agreement in accordance with its provisions, to the same extent and with the same effect as the Company Shareholder\nmight or could do under applicable law, rules and regulations including, without limitation, MBCA Section 302A.671. The proxy granted\npursuant to this Section 1.7 is coupled with an interest and is irrevocable. The Company Shareholder will take such further\naction and will execute such other instruments as may be necessary to effectuate the grant of this proxy. Notwithstanding the foregoing,\nthis proxy shall terminate upon the termination of this Voting Agreement in accordance with Section 4.\n\n1.8\nIndependent Action. The Company Shareholder hereby represents to, and covenants with, Purchaser that the Company\nShareholder has entered into this Voting Agreement independently and not as part of any group, arrangement, or understanding with\nany other shareholder.\n\n2.Representations and Warranties of the Company Shareholder\n\n2.1\nOwnership. The Company Shareholder is the record and beneficial owner of, or the Company Shareholder exercises voting\npower over, the number of Shares of the Company Common Stock indicated on the final page of this Voting Agreement, which are free\nand clear of any Encumbrances. The number of Shares of Company Common Stock set forth on the final page hereto are the only Shares\nof capital stock of the Company owned of record or beneficially by the Company Shareholder and, except as set forth on such page\nand except for (i) the options to acquire the shares of capital stock set forth in the Merger Agreement and (ii) restricted stock\nunits entitling the Company Shareholder to receive shares of capital stock upon vesting or settlement, the Company Shareholder\nholds no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest\nin or voting rights with respect to any securities of the Company.\n\n5\n\n2.2\nSole Right To Vote or Transfer. Except with respect to obligations under the Company’s certificate of incorporation\nand bylaws, each as amended from time to time and in effect to date, as applicable, the Company Shareholder has the sole right\nto Transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of such Company Shareholder’s Shares,\nand none of such Shares are subject to any voting trust or other Contract, arrangement or restriction with respect to the Transfer\nor the voting of such Shares(other than restrictions on transfer under applicable securities Laws), except as set forth in this\nAgreement.\n\n2.3\nAuthorization; Due Execution.\n\n(a)\n*Authorization*. The Company Shareholder (i) if not a natural person, is duly organized, validly existing and\nin good standing under the Laws of its jurisdiction of organization and (ii) has the requisite corporate, company, partnership\nor other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply\nwith the terms hereof. The execution and delivery by the Company Shareholder of this Voting Agreement, the consummation by the\nCompany Shareholder of the transactions contemplated hereby and the compliance by the Company Shareholder with the provisions hereof\nhave been duly authorized by all necessary corporate, company, partnership or other action on the part of such the Company Shareholder,\nand no other corporate, company, partnership or other proceedings on the part of the Company Shareholder are necessary to authorize\nthis Voting Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof.\n\n(b)\n*Due Execution*. This Voting Agreement has been duly executed and delivered by the Company Shareholder, constitutes\na valid and binding obligation of the Company Shareholder and, assuming due authorization, execution and delivery by the other\nparties hereto, is enforceable against the Company Shareholder in accordance with its terms, except as such enforceability may\nbe limited by the Enforceability Exceptions.\n\n(c)\n*No Pending Actions*. As of the date hereof, there is no Action pending against the Company Shareholder or, to the\nknowledge of the Company Shareholder, threatened against the Company Shareholder or any of its Subsidiaries or Affiliates, or any\nOrder to which the Company Shareholder or any of its Subsidiaries or Affiliates is subject that would reasonably be expected to\nquestion the beneficial or record ownership of the Company Shareholder’s Shares, the validity of this Voting Agreement or\nthe performance by the Company Shareholder of its obligations under this Voting Agreement.\n\n(d)\n*Non-Contravention*. The Company Shareholder’s execution and delivery of this Voting Agreement, the consummation\nof the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result\nin (i) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the\norganizational documents of the Company Shareholder, if applicable, (ii) any violation or breach of, or default (with or without\nnotice or lapse of time, or both) under any applicable Law or Order, in each case, applicable to the Company Shareholder or its\nproperties or assets, or (iii) any violation or breach of, or default (with or without notice or lapse of time, or both) under\nany Contract, obligation or restriction of any kind to which such Company Shareholder is a party or by which such the Company Shareholder\nor the Company Shareholder’s assets are bound, except for any violation, breach or default that would not reasonably be expected\nto prevent or materially impair or delay the Company Shareholder’s performance of its obligations hereunder.\n\n6\n\n2.4\nNo Other Agreements. Except for this Voting Agreement, the Company Shareholder (i) has not entered into any\nvoting agreement, voting trust or similar agreement or understanding with respect to any of the Company Shareholder’s Shares,\nand shall not enter into any other voting agreement, voting trust or similar agreement or understanding with respect to any of\nthe Company Shareholder’s Shares, (ii) has not granted, and shall not grant at any time prior to the Expiration Date,\na proxy, consent or power of attorney with respect to any of the Company Shareholder’s Shares (other than pursuant to Section 1.2),\n(iii) has not given, and shall not give, prior to the Expiration Date, any voting instructions or authorities in any manner\ninconsistent with Section 1 or Section 2, with respect to any of the Company Shareholder’s\nShares, and (iv) has not taken and shall not take any action that would reasonably be expected to constitute a breach hereof\nor make any representation or warranty of the Company Shareholder contained herein untrue or incorrect in any material respect\nor have the effect of preventing the Company Shareholder from performing any of his, her, or its obligations under this Voting\nAgreement.\n\n2.5\nNo Broker’s or Finder’s Fees. No broker, investment banker, financial advisor or other person is\nentitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with\nthe transactions contemplated by the Merger Agreement or the transactions contemplated hereby based upon arrangements made by or\non behalf of the Company Shareholder.\n\n2.6\nInformation in Proxy Statement. None of the information relating to the Company Shareholder and his, her or its Affiliates\nprovided by or on behalf of the Company Shareholder or his, her or its Affiliates for inclusion in the Proxy Statement will, at\nthe respective times the Proxy Statement is filed with the SEC or is first published, sent or given to stockholders of the Company,\ncontain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Shareholder\nauthorizes and agrees to permit Parent and the Company to publish and disclose in the Proxy Statement and related filings under\nthe securities laws the Company Shareholder’s identity and ownership of Shares and the nature of his, her or its commitments,\narrangements and understandings under this Agreement and any other information required by applicable Law.\n\n3.CONFIDENTIALITY; PUBLIC DISCLOSURE; FURTHER ASSURANCES\n\n3.1\nConfidentiality. From the date of this Voting Agreement until the termination of this Voting Agreement in accordance\nwith Section 4, the Company Shareholder shall not, and shall cause its Affiliates to not, make any public announcements\nregarding this Voting Agreement, the Merger Agreement or the transactions contemplated hereby; *provided*, *however*,\nthat nothing herein shall be deemed to prohibit such public announcement (i) that the Company and Parent mutually agree upon\nin writing or (ii) that is required by applicable Law, SEC rule or regulation (including the filing of a Schedule 13D (or\namendment thereto) with the SEC, including this Voting Agreement as an exhibit thereto) or by obligations pursuant to any listing\nagreement with or continued listing standards of any national securities exchange.\n\n7\n\n3.2\nPublic Disclosure. The Company Shareholder hereby authorizes Parent and the Company to publish and disclose in any\npublic filing made in connection with the Merger Agreement and the transactions contemplated thereby and in any other announcement\nor disclosure required or requested by applicable Law, such Company Shareholder’s identity and ownership of the Shares and\nthe nature of such Company Shareholder’s obligations under this Voting Agreement and authorizes the Company and Parent to\ninclude this Voting Agreement as an exhibit to any filing required to be made by the Company with the SEC in connection with the\nMerger Agreement and the transactions contemplated thereby.\n\n(a)\nFurther Assurances. From time to time and without additional consideration, each Company Shareholder’s shall\nexecute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as\nthe Company or Parent may reasonably request for the purpose of carrying out the intent of this Voting Agreement.\n\n4.Termination Of Obligations\n\nThis\nVoting Agreement shall terminate upon the earliest to occur of: (a) the Closing Date, (b) such date and time as the Merger\nAgreement shall be validly terminated in accordance with Section 7.1 of the Merger Agreement; *provided*, *however*,\nthat if the Merger Agreement has been terminated in accordance with Section 7.1(b)(i), 7(b)(iii), or 7.1(d),\nand if Parent or Merger Sub thereafter continues actively pursuing the Company at a value equal to or greater than the Merger Consideration\n(as evidenced by a tender offer to Company shareholders or a public bid for the Company), then the Company Shareholder’s\nobligations under Section 1.2(a)(iv) shall survive any termination of this Voting Agreement pursuant to this clause (b) until\nSeptember 30, 2026; (c) by written agreement of Parent and the Company Shareholder party hereto; and (d) with respect\nto the Company Shareholder, the delivery by the Company Shareholder of written notice to Parent of the Company Shareholder’s\nelection, in its sole discretion, to terminate this Voting Agreement following any amendment or modification to the Merger Agreement\nas in effect on the date hereof that reduces the amount of the Merger Consideration, changes the form of any of the Merger Consideration\nor otherwise modifies the terms of the Merger Agreement in a manner that is materially adverse to the Company’s Shareholders\nas a whole (the first to occur of clauses (a) through (d), the “**Expiration Date**”). In the event of the\ntermination of this Voting Agreement, this Voting Agreement shall forthwith become null and void (except the surviving obligations\nof the Company Shareholders referenced in clause (b) of the preceding sentence), there shall be no liability on the part of any\nof the parties, and all rights and obligations of each party hereto shall cease (except the surviving obligations of the Company\nShareholders referenced in clause (b) of the preceding sentence); *provided*, *however*, that no such termination\nof this Agreement shall relieve any party hereto from any liability for any fraud or willful and material breach of any provision\nof this Voting Agreement prior to such termination.\n\n8\n\n5.Miscellaneous\n\n5.1\nNo Agreement as Director or Officer. The Company Shareholder does not make any agreement or enter any understanding\nin this Voting Agreement in the Company Shareholder’s capacity as a director or officer of the Company (if such Company Shareholder\nholds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Company\nShareholder in the Company Shareholder capacity as such a director or officer, including in exercising rights under the Merger\nAgreement, and no such actions or omissions shall be deemed a breach of this Voting Agreement; or (b) will be construed to\nprohibit, limit, or restrict the Company Shareholder from exercising its fiduciary duties as a director or officer of the Company\nto the Company or its stockholders.\n\n5.2\nOpportunity to Review. The Company Shareholder acknowledges receipt of the Merger Agreement and represents that he,\nshe, or it has had (a) the opportunity to review, and has read, reviewed and understands, the terms and conditions of the\nMerger Agreement and this Voting Agreement, and (b) the opportunity to review and discuss the Merger Agreement, this Voting\nAgreement, the transactions contemplated by the Merger Agreement and the transactions contemplated hereby with his, her or its\nown advisors and legal counsel.\n\n5.3\nNo Securityholder Litigation. The Company Shareholder agrees not to commence or participate in any Action in such\nCompany Shareholder’s individual capacity resulting solely relating to the enforcement of this Voting Agreement; provided\nthat nothing herein shall limit the right of the Company Shareholder to assert claims for fraud, willful misconduct, or breach\nof the Merger Agreement,\n\n5.4\nSeverability. If any term, provision, covenant or restriction of this Voting Agreement is held by a court of competent\njurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this\nVoting Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.\n\n5.5\nBinding Effect and Assignment. This Voting Agreement and all of the provisions hereof shall be binding upon and inure\nto the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically\nprovided herein, neither this Voting Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned\nby either of the parties without prior written consent of the other. Any purported assignment in violation of this Section 5.5\nshall be void.\n\n5.6\nAmendments and Modification. This Voting Agreement may not be modified, amended, altered or supplemented except upon\nthe execution and delivery of a written agreement executed by the parties hereto.\n\n5.7\nNotices. All notices and other communications hereunder shall be in writing and shall be deemed duly given upon delivery\neither by commercial delivery service, or sent via facsimile (receipt confirmed), to the parties at the following address or facsimile\nnumbers (or at such other address or facsimile numbers for a party as shall be specified by like notice):\n\nIf to Purchaser :\n\nsteute Industrial Controls,\nInc.\n\nc/o Battery Ventures\n\nOne Marina Park Drive\n\nSuite 1100\n\nBoston, MA 02210\n\nAttn : Jesse Feldman\n\nEmail:jesse@battery.com\n\n9\n\nwith a copy to:\n\nTCF Law Group, PLLC\n\n101 Federal Street\n\nSuite 1900\n\nBoston, MA 02110\n\nAttn: Neil McLaughlin\n\nEmail: nmclaughlin@tcflaw.com\n\nIf to the Company Shareholder,\nto the address for notice set forth on the last page hereof.\n\nAny party hereto may by notice so given\nprovide and change its address for future notices hereunder. Notice shall conclusively be deemed to have been given when personally\ndelivered or when deposited in the mail in the manner set forth above.\n\n5.8\nGoverning Law; Disputes. This Voting Agreement shall be governed by and construed exclusively in accordance with\nthe laws of the State of Minnesota. In the event that the Company Shareholder makes a determination or assertion that some of or\nall of the shares of capital stock of the Company owned of record or beneficially by the Company Shareholder or over which the\nCompany Shareholder exercises voting power as of the execution by the Company Shareholder of this Voting Agreement and all additional\nsecurities of capital stock the Company (including without limitation all additional shares of the Company Common Stock) of which\nthe Company Shareholder acquires ownership or voting power after the time that the Company Shareholder executes this Voting Agreement\n(collectively, the “Company Shareholder’s Aggregate Shares”) are not Shares (i.e., such Company Shareholder’s\nAggregate Shares would, when added to all other shares of capital stock of the Company, if any, beneficially owned by Purchaser\nor an affiliate or associate of Purchaser, entitle Purchaser to exercise or direct the exercise of a new range of voting power\nwithin any of the ranges specified in Section 302A.671, subdivision 2, paragraph (d) of the Minnesota Business Corporation Act),\nthen the Company Shareholder shall promptly, in any event at least ten (10) business days prior to any shareholder meeting at which\nmatters contemplated in Section 1.2 are to be voted, notify the Purchaser of such determination or assertion. In the event\nthat Purchaser disputes such determination or determination, then the final determination of whether or not any or all of the Company\nShareholder’s Aggregate Shares fall within the definition of “Shares” shall be made be a court of competent jurisdiction.\n\n5.9\nEntire Agreement. This Voting Agreement constitutes and contains the entire agreement and understanding of the parties\nwith respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings,\nduties or obligations between the parties respecting the subject matter hereof.\n\n10\n\n5.10\nCounterparts. This Voting Agreement may be executed in facsimile, pdf or other electronic means and in or more counterparts,\neach of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n\n5.11\nCaptions. The captions to sections of this Voting Agreement have been inserted for identification and reference purposes\nonly and shall not be used to construe or interpret this Voting Agreement.\n\n11\n\nIn\nWitness Whereof, the parties hereto have caused this Voting Agreement to be executed by their duly authorized respective\nofficers as of the date first above written.\n\nSTEUTE INDUSTRIAL CONTROLS, Inc.\n\nBy:\n\nName:\nMartin Kunz\n\nTitle:\nAuthorized Person\n\nthe Company Shareholder:\n\nSignature:\n\nPrinted\nName:\n\nthe\nCompany Shareholder’s Address for Notice:\n\nOutstanding\nShares of the Company Common Stock Beneficially Owned by the Company Shareholder:\n\nOutstanding Options to Acquire Shares of Company Common Stock Owned by the Company Shareholder:\n\nOutstanding\nRestricted Stock Units of the Company held by the Company Shareholder:\n\n12"}