13D Filing: Nokomis Capital and Vishay Precision Group Inc. (VPG)

EXHIBIT 99.2

 

VISHAY PRECISION GROUP, INC.

3 Great Valley Parkway

Malvern, Pennsylvania 19355

July 26, 2017

Nokomis Capital, L.L.C.

2305 Cedar Springs Road, Suite 420

Dallas, TX 75201

Attn: Wes Cummins

Gentlemen:

This letter (this “Amendment“)
serves to amend that certain letter agreement, dated as of March 24, 2017, between Vishay Precision Group, Inc. (the “Company“),
on the one hand, and Nokomis Capital, L.L.C. (“Nokomis“), on the other hand (the “Original Agreement“).
All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original
Agreement. Except as expressly provided below, all of the terms and conditions of the Original Agreement are hereby ratified and
confirmed and, accordingly, the parties agree to be bound by the provisions of the Original Agreement, as amended by this Amendment,
in accordance with the terms thereof, as so amended hereby.

1.

Section 1 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The Company’s Board of Directors (the “Board“) and all applicable committees of the Board will take all action necessary to appoint, effective immediately, Wes Cummins (the “New Director“) and Bruce A. Lerner (the “Additional Director“), to serve on the Board, with terms expiring at the Company’s 2018 Annual Meeting of Stockholders.”

2.

Section 2 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The Board will determine the membership of the Board’s committees in accordance with its usual practices. In addition, during the Restricted Period (as defined below), the authorized size of the Board shall not exceed eight members.”

3.

Section 3 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“Reserved.”

4.

Section 7 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The New Director and the Additional Director will be: (a) compensated for his/her service as a director and will be reimbursed for his/her expenses on the same basis as all other non-employee directors of the Company other than the Company’s non-executive Board chairman; (b) granted equity-based compensation and other benefits on the same basis as all other non-employee directors of the Company other than the Company’s non-executive Board chairman; and (c) entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from