0001437749-15-016058 Sample Contracts

Contract
Sypris Solutions Inc • August 18th, 2015 • Industrial instruments for measurement, display, and control • New York

THIS INSTRUMENT, AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED JULY 9, 2015 BETWEEN PNC BANK, NATIONAL ASSOCIATION, AS AGENT, AND MERITOR HEAVY VEHICLE SYSTEMS, LLC, AND CONSENTED TO BY THE BORROWERS DEFINED THEREIN.

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ACCESS AGREEMENT
Access Agreement • August 18th, 2015 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Michigan

This Access Agreement (the “Agreement”) is effective as of July 9, 2015 (the “Effective Date”) among and between Meritor Heavy Vehicle Systems, LLC (“Customer”), Gill Family Capital Management, Inc. ( “Gill”) and Sypris Technologies Kenton, Inc. (“Sypris Technologies Kenton”), Sypris Technologies, Inc. (“Sypris Technologies”) and Sypris Solutions, Inc. (“Sypris Solutions”) (Sypris Technologies Kenton, Sypris Technologies and Sypris Solutions being hereinafter collectively referred to as “Supplier”).

ASSET PURCHASE AGREEMENT by and between MERITOR HEAVY VEHICLE SYSTEMS, LLC and SYPRIS SOLUTIONS, INC.
Asset Purchase Agreement • August 18th, 2015 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Michigan

ASSET PURCHASE AGREEMENT dated as of July 9, 2015 by and between MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company ("Buyer"), and SYPRIS SOLUTIONS, INC., a Delaware corporation ("Seller").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 18th, 2015 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Wisconsin

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this 22nd day of May, 2015 by and among REYNOLDS MACHINE CO., INC., a Wisconsin corporation (“Seller”), Sypris Technologies Kenton, Inc. (“Purchaser”) and Wilbur M. Reynolds, individually (“Red”), and in his capacity as Trustee of the Wilbur M. Reynolds Living and Devolution Trust (“Trustee”) u/a/d 7/30/08 and Lisa Reynolds (“Lisa”) (Red, Trust and Lisa, collectively, the “Seller Shareholders”).

ACCOMMODATION AGREEMENT
Accommodation Agreement • August 18th, 2015 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Michigan

This Accommodation Agreement (the “Agreement”) is effective as of July 9, 2015 (the “Closing Date”) among and between Meritor Heavy Vehicle Systems, LLC (“Customer”), Gill Family Capital Management, Inc. ( “Gill”) and Sypris Technologies Kenton, Inc. (“Sypris Technologies Kenton”), Sypris Technologies, Inc. (“Sypris Technologies”) and Sypris Solutions, Inc. (“Sypris Solutions”) (Sypris Technologies Kenton, Sypris Technologies and Sypris Solutions together with such entities’ Mexican affiliate being hereinafter collectively referred to as “Supplier”).

Contract
Sypris Solutions Inc • August 18th, 2015 • Industrial instruments for measurement, display, and control • Kentucky

THIS INSTRUMENT, AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED JUNE 11, 2015 BETWEEN PNC BANK, NATIONAL ASSOCIATION, AS AGENT, AND GILL FAMILY CAPITAL MANAGEMENT, INC., AND CONSENTED TO BY THE BORROWERS DEFINED THEREIN.

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