DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 21st, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $1.00 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-239446), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2020, to subscribe for and purchase up to an aggregate of units (the “Units”), each consisting of share[s] of Common Stock (the “Rights Shares”) and one Series A warrant (the “Warrants”), each to purchase share[s] of Common Stock, at a subscription price of $ per Unit (the “Subscription Price”).
WARRANT AGREEMENTWarrant Agreement • July 21st, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
WARRANT AGREEMENT (this “Warrant Agreement”) made as of , 2020 (“Issuance Date”), between Ampco-Pittsburgh Corporation, a Pennsylvania corporation, with offices at 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”).
