SUPPLY AGREEMENT

For the term of this Agreement, and subject to the other requirements in this Section, Sypris commits to use its commercial best efforts to maintain during the term of the Agreement, sufficient manufacturing capacity (directly or in combination with its subcontractors) to produce the volumes of Parts specified in or pursuant to the Agreement and Part Delivery Amendments, except as otherwise provided herein. On an annual basis during the term of the Agreement, Dana will provide to Sypris a five year, non-binding forecast of its Requirements (“Five Year Forecast”), the first 9 months of which will be updated by Dana on a rolling monthly basis and provided to Sypris as completed. The initial Five Year Forecast is attached hereto as Exhibit 1. Annual updates will be provided by Dana to Sypris as completed. Within thirty days after the annual update is provided, Sypris will provide to Dana written confirmation that it has sufficient capacity to meet the demand described during the first 12 months of such update to the Five Year Plan or that it has established reasonable, detailed plans to do so (and will provide such plans to Dana). Sypris will also inform Dana if it reasonably believes it will be unable to meet Dana’s capacity requirements at any other time during

the Five Year Plan. Upon the request of either party, the other will promptly make available its appropriate personnel to discuss capacity and demand issues and work cooperatively to address any such issues. Capacity shortages will be addressed by the parties in accordance with §18.1.

“Requirements” means all of the requirements for Exclusive Parts of Dana, its Affiliates and their respective successors, licensees and assigns (collectively, “Buyers”) for sale or use in the United States, Canada or Mexico, including all Exclusive Parts incorporated as an intermediary step in the production of any other finished part or assembly for sale or use in the United States, Canada or Mexico. For example, Dana will ensure that neither Dana, nor its Affiliates, nor any other Buyers will use (or license to use or contract with any other person or entity to use) any Part or any Part design as an intermediate or final step in the process of manufacturing any finished part or assembly, unless such finished part or assembly is restricted from sale to, or use by, all persons and entities in the United States, Canada and Mexico. If Dana is aware of any person or entity that also currently produces or purchases the Parts directly, or indirectly (as incorporated into any finished part or assembly), from a source other than Sypris such that Sypris is not currently producing the applicable percentage of Requirements for such Part(s) shown on Exhibit B, Exhibit C or in any PDA or mutually agreed Purchase Order, Dana will proceed promptly to transfer the applicable percentage of such production to, and purchase all such Requirements from, Sypris as rapidly as possible, excepting gear set production described in the last sentence of §18.1 and Dana part numbers 75727 2x and 75727 3x, each of which are expressly excluded from the scope of this definition. For purposes of this definition of Requirements, “Buyers” shall also include any assignee, transferee, licensee or purchaser of any business of Dana or its Affiliates but only to the extent of the Requirements of the assignor, licensor or seller that would have existed if Dana or its Affiliates ordering Parts pursuant to this Agreement had not entered into such assignment, transfer, license or purchase agreement. If any of the foregoing Buyers or their respective Affiliates had pre-existing requirements for parts substantially similar to the Parts, such pre-existing requirements are not deemed to fall within the scope of the Requirements definition. For purposes of illustration only, if such Buyers that are transferees, assignees, licensees or other purchasers had requirements

for parts substantially similar to the Parts prior to the transfer/assignment transaction with Dana and its Affiliates, Sypris will be entitled to manufacture the pro-rata share of the Requirements of the combined entity, post-transfer/assignment, attributable to Dana and its Affiliates based upon the pre-transaction Requirements of Dana and its Affiliates.

Once executed by both parties, each Part Delivery Amendment for New Parts will be effective as supplemental terms to this Agreement with respect to such Parts (unless a different Part Delivery Amendment Effective Date (as defined below) is specified in the Part Delivery Amendment) and the New Parts described therein will be treated as “Parts” governed by this Agreement, except that they will not be subject to the exclusivity commitments in §18.1 (unless otherwise agreed upon in a PDA). Each Part Delivery Amendment will specify the date on which such Part Delivery Amendment is effective (“Part Delivery Amendment Effective Date”) and the term during which such Part

Delivery Amendment will be in effect. Dana will not be obligated to pay for, and Sypris will not be obligated to deliver, any proposed New Parts, unless and until the parties have executed and delivered a Part Delivery Amendment (or a provisional Purchase Order) covering such Parts in accordance with this Section 5, and Dana has provided Releases for such New Parts.

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Eligible Purchasers. Dana’s Affiliates that have executed this Agreement will have the right to issue (but not the obligation to issue), and Sypris agrees to honor, Purchase Orders and Releases (as defined in §11) submitted pursuant to Part Delivery Amendments. (Nothing herein

is intended to modify or lessen Dana’s or its Affiliates’ obligations to purchase the Requirements for Exclusive Parts.) Any pricing, other terms of purchase and protections that are available to Dana pursuant to the Agreement will be made available to any Dana Affiliates that are purchasing Parts pursuant to this Agreement. With respect to any Dana Affiliate that issues Purchase Orders and Releases, each of such Dana Affiliates will abide by the applicable terms and conditions of this Agreement with respect to the liabilities relating to such Purchases and Releases, but not to the liabilities relating to Purchases Orders or Releases to which such Affiliate is not a party. The Dana Affiliates issuing Releases for Parts will be responsible for payment for Parts specified in orders issued by such Affiliates; provided, however, that if such Affiliates fail to pay within the then applicable timeframe pursuant to §6.5, Dana will be obligated to promptly pay all such Undisputed amounts. All parties, including such Affiliates (solely to the extent of this paragraph 7), hereby agree to submit to the exclusive dispute resolution provisions and jurisdiction (in Ohio and the United States, as applicable), as provided in §§ 27 and 28 hereof.

Purchase Orders, Releases, Changes. Dana shall issue to Sypris a non-binding blanket purchase order (“Purchase Order”) on a provisional basis (each of which are hereby incorporated by this reference as an appendix to Exhibit B, Exhibit C or the applicable PDA, as appropriate, depending upon whether the Purchase Order relates to Existing Parts, Committed Parts or New Parts) and monthly rolling six month forecasts for its Requirements for the Parts, the most current 5 days of which will constitute firm orders (“Releases”) for the delivery of the Parts. Any prices in Purchase Orders that deviate from previously agreed upon prices for Parts must be mutually agreed upon by the parties. Sypris shall deliver the Parts in the volumes and in accordance with the schedule and shipment instructions set out in each Release. In the

event Dana requests that a change be made to the fixed 5-day production schedule, Sypris will use its commercial best efforts to make such change, provided, however, that any costs of a material nature incurred by Sypris to change the schedule will be borne by Dana, in accordance with the procedures set forth in §6.2. The terms and conditions of this Agreement will supersede those contained in any Purchase Order or Release as set forth in §33 below.

Sypris will also utilize a rigorous system of quality assurance standards and operational policies, procedures and processes that are consistent with inspection methods in the control plan of the approved PPAP. The quality assurance standards and operational policies, procedures and processes that apply to all Releases generally will be included in the Supplier Quality Development Manual as amended from time to time, consistent with the foregoing. Sypris will be responsible for compliance with such updated

requirements, consistent with the foregoing. Any additional or modified quality assurance standards and operational policies, procedures and processes for New Parts will be included in the PDA.

Sypris agrees that it will be responsible for all reasonable, direct, out of pocket costs incurred by Dana (and/or its customers), excluding consequential damages, to the extent caused by a breach by Sypris of the warranties for Parts offered by Sypris to Dana (which shall be the same as the terms of those warranties offered by Dana to its customers, provided that the terms of such warranties were typical in the industry (“Dana Warranties”)). The length of the warranty period for the Parts will be five (5) years or 750,000 miles whichever comes first, for heavy-duty truck market Parts, two (2) years (with unlimited miles) for medium-duty truck market Parts and the period of time specified in Exhibit F for light-duty truck market Parts. However, if Dana extends the warranty period for any Dana Warranties to be consistent with industry standards for length of warranty, or otherwise changes the other terms of such warranties to be substantially consistent with industry standards, Dana will provide Sypris with written notice of such change and Sypris will, as promptly as is reasonably possible, implement a corresponding extension of the warranty period for the Parts, or otherwise update its

warranty for Parts to account for any such other amendments that are substantially consistent with industry standards. In the event Dana is able to achieve an increased selling price from its customers for Dana products that contain Parts, in exchange for lengthening or otherwise modifying the Dana Warranties, Dana will negotiate in good faith a price increase with Sypris for the affected Parts. Dana specifically acknowledges that Sypris shall not be responsible for any failure to find and remedy any defects in materials if Sypris has properly performed the inspection procedures or which would not have been detected by those inspection procedures. In the event such failure is only partly attributable to the breach of Sypris’ warranty in §15.1, then Dana and Sypris will agree, in good faith, upon a reasonable and equitable apportionment of Dana’s reasonable, direct, out-of pocket costs, damages and expenses between Sypris and any other person or entity, it being the intent of the parties that Sypris should be responsible for such costs and expenses to the extent attributable to its failure to provide Parts that conform to the warranties in §15. In the event of a potential warranty claim, Dana, Sypris, the material supplier and any other party to the claim, as appropriate, shall participate in the process of analyzing the root cause of the failed Part to determine if the failure was the result of use, design, assembly, material, workmanship or such other cause, and Dana shall reasonably determine allocation of responsibility based upon such joint findings.

Choice of Production. The initial manufacturing location for particular Parts will be specified in the applicable Exhibits to this Agreement. Sypris may produce the Parts at Sypris’ other plants or at any other facility or company with the prior approval of Dana which approval shall not be unreasonably withheld. The design rights for all Parts will remain the property of Dana and/or its respective customers, while Sypris will assume ownership of all tooling. Any third parties engaged by Sypris in connection with the supply of Parts must agree in writing to abide by the terms of this Agreement to which Sypris is subject, including but not limited to terms with

respect to intellectual property, confidential information and audit. Sypris agrees to identify Dana as a third party beneficiary in all such agreements. **********OMITTED***************************************************************** Sypris agrees to provide Dana with at least thirty (30) days prior written notice of any intent to change production location, and that no transfer will diminish the quality of any Parts, increase the landed price or expense to Dana under this Agreement, or result in any delivery terms that are less favorable to Dana than those in effect prior to such transfer. Any tooling or machinery required for the supply of Parts at the new production location will be at Sypris’ expense.

Subject to the terms herein, Dana and its Affiliates will purchase the Requirements described in §2.11 for the Exclusive Parts listed in Exhibit B (Existing Parts), Exhibit C (Committed Parts) and for any other Exclusive Parts, exclusively from Sypris and will not source such Parts (or Requirements) from within Dana, its Affiliates or from any other supplier. However, if Sypris does not have capacity to meet the Requirements (notwithstanding its obligations under §1.1), Dana and Sypris will work together to

secure additional capacity to supply the Parts for Dana, including the use of other suppliers on an interim basis if so required, preferably as subcontractors to Sypris. The parties agree that such use of other suppliers will be no worse than cost neutral to Dana, and that Sypris will refund to Dana any direct, out of pocket incremental costs relating to such use of the alternate suppliers. In so cooperating with regard to capacity, Dana agrees to facilitate dialogue between Sypris and any alternate suppliers and to share promptly with Sypris any demand information that Dana receives from its customers, to the extent not prohibited from doing so under its agreements with those customers, and if prohibited, to use commercial best efforts to obtain consent to do so. The parties agree that the use of an Exclusive Part in a finished product or assembly as described in §2.11 does not relieve Dana or its Affiliates from the exclusivity obligations of this §18; however, Dana may continue to import from its Affiliate in Argentina up to 80,000 gear sets per year as an exception to such exclusivity commitments.

During the term of this Agreement and thereafter, except as required by law or as reasonably necessary to perform this Agreement or with the written consent of the disclosing party, neither party will disclose to any individual or entity, or use for any purpose, any proprietary or confidential information disclosed to it in writing (or orally, if subsequently confirmed in writing) hereunder, including, without limitation, information relating to the disclosing party’s finances, suppliers, customers, products, processes, operations, equipment, organization, know-how, patents and trademarks. The receiving party agrees to restrict access to and disclosure of any information described in this paragraph (hereinafter “Confidential Information”) to the directors, officers and employees of the receiving party and its Affiliates who have a need to know the Confidential Information for the purposes of completing the work contemplated by this Agreement. The receiving party will not disclose the Confidential Information directly or indirectly, to any other person, firm, corporation or entity. The receiving party will be liable for any breach of these obligations by any of its directors, officers, employees or agents and those of its Affiliates. The foregoing provisions do not apply to information that (i) is known by the receiving party at the time it is disclosed by the other; (ii) is lawfully and unconditionally obtained thereafter from a third party, such third party having a bona fide right to disclose the Confidential Information and such third party not having any confidential relationship or obligation to the disclosing party or its Affiliates and

without breach of the restrictions contained in this Agreement; (iii) is or later becomes public knowledge other than through disclosure by the receiving party or any Affiliate of the receiving party; (iv) was independently developed by the receiving party without access to and/or use of the disclosing party’s Confidential Information or a breach of this Agreement; or (v) was approved for release in writing by the disclosing party. If Confidential Information is required by law, court order or governmental agency order to be disclosed, then the receiving party shall immediately notify the disclosing party that production or disclosure has been ordered and, to the extent permitted by law, shall take all reasonable steps and cooperate with the disclosing party to limit disclosure of the Confidential Information.

Sypris will defend, indemnify and hold Dana harmless from any claim, suit or proceeding brought or threatened against Dana or any of its respective officers, directors, employees, subcontractors, agents, successors or assigns (each (including Dana), are hereinafter referred to as a “Dana Indemnitee”) to the extent that such action is based on a claim that any designs or specifications of the Parts provided or manufacturing process utilized by Sypris (and not otherwise mandated by Dana) (i) infringes a copyright, (ii) infringes a patent, or (iii) constitutes misappropriation or unlawful disclosure or use of a third party’s trade secrets or that any trademark of Sypris infringes a third-party’s trademark (collectively, “Infringement Claims”). However, Sypris will not be required to so defend, indemnify or hold any Dana Indemnitee harmless if the Infringement Claim is

based on a claim that arises out of designs or specifications provided by Dana that necessarily caused such Infringement Claim or (ii) detailed, non-discretionary methods or processes dictated by Dana for manufacturing the Parts (an “Excluded Claim”). Except for any Excluded Claim, Sypris shall bear the expense of such defense and pay and indemnify any such Dana Indemnitee against any damages and costs of any such Dana Indemnitee, or any settlement amount agreed by Sypris to be paid, and related expenses incurred in such action which are attributable to such claim, provided that Dana has provided prompt notice of the claim. If, due to any Infringement Claim (other than an Excluded Claim), any portion of the Parts are, or in Dana’s reasonable judgment are likely to become, enjoined or otherwise prohibited or restricted from use by Dana or any of its customers, Sypris will at its expense use commercially reasonable efforts to procure for Dana and its customers the right to continue using such item or replace it with a non-infringing equivalent or modify it to make its use hereunder non-infringing, provided that such replacement or modification does not result in a degradation of the performance or quality of such item.

If Sypris (i) is unable to meet its material contractual obligations for quality and/or delivery for the manufacture of a Part (a “Default”), Dana will provide Sypris with written notice outlining the obligations Sypris has failed to meet. Sypris will then have ninety (90) days from the date of the notice (or such longer period as reasonably required to the extent that such cure requires the purchase of tooling or equipment that Sypris has deferred during Dana’s bankruptcy and which Sypris commits in writing to order within

thirty (30) days of the Effective Date) (the “Cure Period”) to cure any such default to the reasonable satisfaction of Dana. Sypris agrees to provide promptly after the Effective Date a list of the tooling and equipment relating to the manufacture of the Parts that it intends to purchase within 180 days after the Effective Date. Defaults that remain uncured at the end of the Cure Period entitle Dana to terminate its obligations to purchase the affected part numbers. If Sypris repeatedly and materially fails with respect to quality or delivery issues such that it is necessary to resource the Part despite repeated timely cures, Dana may, for the remainder of the term of the Agreement, obtain the Defaulting Part Number (as defined below) from alternative providers notwithstanding the terms of §18. In the event Dana has reasonable concern with regard to the quality of conforming Parts that use the same process as or dies of the Defaulting Part Number, Dana may also elect to have Sypris conduct tests on these Parts to determine their compliance with Dana’s specifications. These tests will be conducted within two weeks of such request by Dana and if the tested Parts are determined not to be in compliance, the terms of this §26 will apply; provided that the Cure Period for the related non-conforming Parts will run concurrent with the Cure Period for the Defaulting Partner Number. Notwithstanding any other provision to the contrary, none of the following shall constitute a Default:

Dana Corporation

Attn: Purchasing Manager

6938 Elm Valley Drive

Kalamazoo, MI 49009

Fax: (269) 567-1102

Dana Corporation

Attn: General Counsel

4500 Dorr Street

Toledo, Ohio ###-###-####

Fax: (419) 535-4790

Sypris Technologies, Inc.

Attn: President

101 Bullitt Lane, Suite 205

Louisville, Kentucky 40222

Fax: (502)  ###-###-####

Sypris Solutions, Inc.

Attn: General Counsel

101 Bullitt Lane, Suite 450

Louisville, Kentucky 40222

Fax: (502) 329-2050

/s/ Jeffrey T. Gill

/s/ Teresa Mulawa

Jeffrey T. Gill

Teresa Mulawa

Treasurer

/s/ Carlos Porras

/s/ Jeffrey T. Gill

Carlos Porras

Jeffrey T. Gill

/s/ Jeffrey T. Gill

/s/ Teresa Mulawa

Jeffrey T. Gill

Teresa Mulawa

Treasurer

/s/ Jeffrey T. Gill

Signature

Jeffrey T. Gill

Printed Name

Title

Row

Dana Part No.

Sypris Part No.

(Informational

purposes only)

Price Per Unit

Estimated Annual Volume

1

2

3

4

5

Dana Part No.

Sypris Part No.

(Informational

purposes only)

Price Per Unit

Estimated Annual Volume

Market Segment

Light Truck

Med Truck

Heavy Truck

Med/Heavy Truck