Common use of Certifications From Banks and Participants; US PATRIOT Act Clause in Contracts

Certifications From Banks and Participants; US PATRIOT Act. Any assignee or participant of Term B Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "shell" and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHINING, CORP. By: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALS, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title: Prxxxxxxx WELDING METALLURGY, INC., as successor by merger with WMS Merger Corp. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing Xxxxxxxx

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHINING, CORP. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx By: /s/ Peter D. Rettaliata ------------------------------------ Bxxxx X. Xxxxxxx Name:Peter D. Rettaliata : Sxxxxxx X. Xxxxxxxxxxx Name: Bxxxx X. Xxxxxxx Title:Prexxxxxx SIGMA METALS: Secretary Title: President PNC BANK, INC. NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ Ixxx Xxxxxxxxx Name: Peter D. Rettaliata Ixxx Xxxxxxxxx Title: Prxxxxxxx WELDING METALLURGYVice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, INC.Xxx Xxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as successor by merger with WMS Merger Corp. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Titleof ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing Xxxxxxxx

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHININGRESEARCH PHARMACEUTICALS, CORPINC. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: CFO PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALS, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Xxxxx X. Xxxxxx Name: Peter D. Rettaliata Xxxxx X. Xxxxxx Title: Prxxxxxxx WELDING METALLURGYV/P Commitment Percentage: 100% Exhibit 1.2 Revolving Credit, INC.Term Loan and Security Agreement Borrowing Base Certificate Certificate #: Company: Research Pharmaceutical Services, Inc. Period Ended: 10/19/2006 To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as successor by merger with WMS Merger Corp. Byof as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following: /s/ Peter D. Rettaliata ------------------------------------ NameCollateral Balances: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By[1] Previous Certificate Billed AR Balance as of: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing Xxxxxxxx9/30/2006 > $ 19,146,168.70

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHINING, CORP. ByATTEST: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALSBCI COMMUNICATIONS, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata XXXXXXXX XXX Name: XXXXXXX XXXXXXXX Title: Prxxxxxxx WELDING METALLURGYGeneral Counsel & Secretary Title: Chief Executive Officers & President PNC BANK, INC.NATIONAL ASSOCIATION, as successor by merger with WMS Merger Corp. Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan XXXX XXXXXXXXX Title: Managing XxxxxxxxVice President Commitment Percentage: 100% 92 List of Exhibits and Schedules Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(a) Revolving Credit Note Exhibit 8.1(k) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees/Bonds

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHININGRESEARCH PHARMACEUTICALS, CORPINC. By /s/ Sxxxxx Xxxx Name: Sxxxxx Xxxx Title: CFO PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALS, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Cxxxx X. Xxxxxx Name: Peter D. Rettaliata Cxxxx X. Xxxxxx Title: Prxxxxxxx WELDING METALLURGYV/P Commitment Percentage: 100% Exhibit 1.2 Revolving Credit, INC.Term Loan and Security Agreement Borrowing Base Certificate Certificate #: Company: Research Pharmaceutical Services, Inc. Period Ended: 10/19/2006 To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as successor by merger with WMS Merger Corp. Byof as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following: /s/ Peter D. Rettaliata ------------------------------------ NameCollateral Balances: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By[1] Previous Certificate Billed AR Balance as of: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing Xxxxxxxx9/30/2006 > $ 19,146,168.70

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHINING, CORP. ByATTEST: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALSZANETT, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Xxxxxx Xxxxxxx Name: Peter D. Rettaliata Xxxxxx Xxxxxxx Title: Prxxxxxxx WELDING METALLURGYChief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Attention: Commitment Percentage: 100% [Acknowledgement to Revolving Credit and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., as successor the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by merger with WMS Merger Corp. By: order of the board of directors of said corporation. [Notary seal affixed here] /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDERXxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) By: ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing XxxxxxxxXxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 Indebtedness

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Signature Page to Revolving Credit and Security Agreement as of the day and year first above written. AIR INDUSTRIES MACHINING, CORP. By: /s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALS, INC. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title: Prxxxxxxx WELDING METALLURGYSYPRIS SOLUTIONS, INC., as successor by merger with WMS Merger Corp. Borrower By: /s Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx President and Chief Executive Officer SYPRIS TECHNOLOGIES, INC., SYPRIS ELECTRONICS, LLC, SYPRIS DATA SYSTEMS, INC., SYPRIS TECHNOLOGIES XXXXXX, LLC, SYPRIS TECHNOLOGIES KENTON, INC., SYPRIS TECHNOLOGIES MEXICAN HOLDINGS, LLC, as Borrowers By: /s Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Chairman Signature Page to Revolving Credit and Security Agreement PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ NameXxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Senior Vice President PNC Bank, National Association 0000 X. 0xx Xxxxxx, 0xx Xxxxx Xxxxxxx: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) ByX0-XX00-00-0 Xxxxxxxxx, Xxxx 00000 Attention: /s/ Kevin Madigan ------------------------------------ NameXxxx Xxxxxxxx Commitment Percentage: Kevin Madigan Title: Managing Xxxxxxxx100%

Certifications From Banks and Participants; US PATRIOT Act. Any Each Lender or assignee or participant of Term B a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Term B Lender the Agent the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a "“shell" ” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AIR INDUSTRIES MACHININGATTEST: BLONDER TONGUE LABORATORIES, CORPINC. /s/ Xxxx Xxxxxxx By: /s/ Peter D. Rettaliata ------------------------------------ Xxxxxx X. Xxxxx, Xx. Name:Peter D. Rettaliata : XXXX XXXXXXX Name: XXXXXX X. XXXXX, XX. Title:Prexxxxxx SIGMA METALS: Assistant Secretary Title: President SOVEREIGN BUSINESS CAPITAL, INC. a division of Sovereign Bank, a federal savings bank, as Lender and as Agent By: /s/ Peter D. Rettaliata ------------------------------------ Xxxxxx X. Xxxxxxxxx Name: Peter D. Rettaliata XXXXXX X. XXXXXXXXX Title: Prxxxxxxx WELDING METALLURGYSenior Vice President Commitment Percentage: 100% 85 List of Exhibits and Schedules Exhibits Exhibit 2.1(a) Revolving Credit Note Exhibit 2.4 Term Note Exhibit 8.1(k) Financial Condition Certificate Exhibit 15.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.19 Real Property Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.7 Environmental Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, INC., as successor by merger with WMS Merger Corp. By: /s/ Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) By: /s/ Kevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing XxxxxxxxSource Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.5 Loans and Advances Schedule 7.7 Indebtedness