INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2017 • A.S.V., LLC • Construction machinery & equip • Delaware
This Indemnification Agreement (this “Agreement”), dated as this day of , 2017 is made by and between ASV Holdings, Inc., a Delaware corporation (the “Corporation”) and (the “Indemnitee”).
CREDIT AGREEMENT dated as of December 19, 2014 among A.S.V., INC., The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CHASE BUSINESS CREDITCredit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Illinois
CREDIT AGREEMENT dated as of December 19, 2014 (as it may be amended or modified from time to time, this “Agreement”) among A.S.V., INC., a Minnesota corporation, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ASV HOLDINGS, INC. UNDERWRITING AGREEMENT [ ] Shares of Common StockUnderwriting Agreement • April 26th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
ASV Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and the stockholder of the Company listed on Schedule II hereto (the “Selling Secondary Shares Stockholder”) hereby agrees to sell an aggregate of up to [ ] shares of Common Stock (the “Secondary Shares”) in the amounts set forth opposite its name on Schedule II. The stockholder of the Company listed on Schedule II hereto (the “Selling Option Shares Stockholder” and, together with the Selling Secondary Shares Stockholder, the “Selling Stockholders”) also proposes to sell to the Underwriters, upon the terms and condition
PLAN OF CONVERSIONPlan of Conversion • May 18th, 2017 • Asv Holdings, Inc. • Construction machinery & equip • Delaware
AGREEMENT AND PLAN OF MERGER among YANMAR AMERICA CORPORATION, OSAKA MERGER SUB, INC. and ASV HOLDINGS, INC. and YANMAR CO., LTD. Dated as of June 26, 2019Merger Agreement • June 27th, 2019 • Asv Holdings, Inc. • Construction machinery & equip • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2019 (this “Agreement”), among Yanmar America Corporation, a Georgia corporation (“Parent”), Osaka Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Yanmar Co., Ltd., a company organized under the laws of Japan (“Guarantor”), and ASV Holdings, Inc., a Delaware corporation (the “Company”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 18th, 2017 • Asv Holdings, Inc. • Construction machinery & equip • Michigan
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of May 11, 2017, by and between MANITEX INTERNATIONAL, INC., a Michigan corporation (“Manitex”) and A.S.V., LLC, a Minnesota limited liability company (“ASV”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this the 29th day of November, 2016, by and between Melissa How (“Employee”) and A.S.V., LLC, a Minnesota limited liability company, whose address is 840 Lily Lane, Grand Rapids, Minnesota 55744 (the “Company”).
SEPARATION AGREEMENTSeparation Agreement • May 18th, 2017 • Asv Holdings, Inc. • Construction machinery & equip • Michigan
THIS SEPARATION AGREEMENT (this “Agreement”) dated as of May 11, 2017, by and among A.S.V., LLC., a Minnesota limited liability company (“ASV”), TEREX CORPORATION, a Delaware corporation (“Terex”) and MANITEX INTERNATIONAL, INC., a Michigan corporation (“Manitex” and collectively with ASV and Terex, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I hereof.
DISTRIBUTORSHIP AGREEMENT (CONSTRUCTION-AUS)Distributor Agreement • April 28th, 2017 • A.S.V., LLC • Construction machinery & equip • New South Wales
This Agreement is entered into on August 20, 2009 by and between Terex United Kingdom Limited, a private company with limited liability having its registered office at 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ, England (“Terex Compact”), Terex GmbH, a private company with limited liability having its registered office at Schaeffstrasse 8, 74595 Langenburg, Germany (“Terex GmbH”), and A.S.V., Inc., a division of Terex Corporation having its place of business at 840 Lily Lane, Grand Rapids, Minnesota 55744, U.S.A. (“ASV”) (with Terex Compact, Terex GmbH and ASV being collectively referred to as the “Supplier”); and CEG Distributions Pty Limited (the “Distributor”), a company established and organised under the laws of NSW, Australia, having its statutory office at Lot 8 Pavitt Crescent, Wyong NSW 2259, registered in the Register of Commerce in Australian Securities and Investment Commission under the number A.C.N. 122 041 749.
AGREEMENT REGARDING WINDDOWN AND TERMINATION OF DISTRIBUTION AND CROSS MARKETING AGREEMENT AND SERVICES AGREEMENTWinddown and Termination of Distribution and Cross Marketing Agreement and Services Agreement • April 26th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
This Winddown and Termination of Distribution and Cross Marketing Agreement and Services Agreement (this “Agreement”) is made effective as of the 27th day of March, 2017, by and among Manitex International, Inc., a Michigan corporation and its successors and assigns (“Manitex”), Terex Corporation, a Delaware corporation and its successors and assigns (“Terex”) and A.S.V., LLC, a Minnesota limited liability company and its successors and assigns (“ASV”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 15, 2016 by and among A.S.V., LLC, a Minnesota limited liability company (“Borrower”), the Guarantors party hereto, together with Borrower, each a “Loan Party” and collectively, the “Loan Parties”), the “Pledgors” party hereto (collectively, the “Pledgors”), the Lenders party hereto from time to time and GARRISON LOAN AGENCY SERVICES LLC, as administrative agent for Lenders (in such capacity, “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).
LEASELease Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip
THIS LEASE is made as of December 19, 2014, between Terex USA, LLC, a Delaware limited liability company (“Landlord”), whose address is 200 Nyala Farm Road, Westport, Connecticut and A.S.V., Inc., a Minnesota Corporation (“Tenant”), whose address is 840 Lily Lane, Grand Rapids, Michigan 55744.
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A LENDER AND AS ADMINISTRATIVE AGENT) WITH A.S.V., LLC AND EACH PERSON JOINED HERETO AS A BORROWER OR GUARANTOR (COLLECTIVELY, THE “LOAN PARTIES”) DECEMBER 23, 2016Revolving Credit, Term Loan and Security Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip
Revolving Credit, Term Loan and Security Agreement dated as of December 23, 2016 among A.S.V., LLC, a limited liability company formed under the laws of the State of Minnesota (“ASV”, together with each Person joined hereto as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors (as defined below), collectively the “Loan Parties” and each a “Loan Party”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”).
Registration Rights Agreement by and between ASV Holdings, Inc. Manitex International, Inc. and Dated as of May 17, 2017Registration Rights Agreement • May 18th, 2017 • Asv Holdings, Inc. • Construction machinery & equip • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of May 17, 2017 by and among ASV Holdings, Inc., a Delaware corporation (“ASV”), Manitex International, Inc., a Michigan corporation (“Manitex”) and A.S.V. Holding, LLC, a Delaware limited liability company (“Terex”).
DISTRIBUTORSHIP AGREEMENT (CONSTRUCTION-AUS)Distributorship Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • New South Wales
This Agreement is entered into on August 20, 2009 by and between Terex United Kingdom Limited, a private company with limited liability having its registered office at 252 Upper Third Street, Grafton Gate East, Central Milton Keynes, MK9 1DZ, England (“Terex Compact”), Terex GmbH, a private company with limited liability having its registered office at Schaeffstrasse 8, 74595 Langenburg, Germany (“Terex GmbH”), and A.S.V., Inc., a division of Terex Corporation having its place of business at 840 Lily Lane, Grand Rapids, Minnesota 55744, U.S.A. (“ASV”) (with Terex Compact, Terex GmbH and ASV being collectively referred to as the “Supplier”); and CEG Distributions Pty Limited (the “Distributor”), a company established and organised under the laws of NSW, Australia, having its statutory office at Lot 8 Pavitt Crescent, Wyong NSW 2259, registered in the Register of Commerce in Australian Securities and Investment Commission under the number A.C.N. 122 041 749.
FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND CONSENTRevolving Credit, Term Loan and Security Agreement • April 26th, 2017 • A.S.V., LLC • Construction machinery & equip
This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND CONSENT (this “First Amendment”) is entered into as of April 25, 2017, by and among A.S.V., LLC, a limited liability company formed under the laws of the State of Minnesota (“ASV”, together with each Person joined hereto as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors, collectively the “Loan Parties” and each a “Loan Party”), the Permitted Holders (the Permitted Holders together with the Loan Parties, collectively, the “Obligors” and each an “Obligor”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent for Lenders (PNC, in such capacity, the “Administrative Agent”) with respect to the following:
EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A FOIA REQUEST FOR CONFIDENTIAL TREATMENT.Pricing Agreement • March 29th, 2019 • Asv Holdings, Inc. • Construction machinery & equip • Illinois
The Building Construction Products Division of Caterpillar Inc. (“Caterpillar”) purchases certain multi terrain loader undercarriages and service parts (the “Products”) from ASV Holdings, Inc. (“Seller”). Caterpillar and Seller are each a party (“Party”) to this letter and collectively may be referred to as parties (“Parties”). This letter (the “Pricing Agreement”) spells out the commercial terms applicable to the purchase and sale of the Products.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Illinois
AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 15, 2016 among A.S.V., LLC, a Minnesota limited liability company (formerly known as A.S.V., INC.) (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Mr. Andrew M. Rooke January 18, 2017 Dear Andrew,Letter Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Delaware
We are pleased to provide you with this letter agreement (this “Letter Agreement”) on behalf of Manitex International, Inc. (“Manitex”), Terex Corporation (“Terex”), and A.S.V., LLC (the “Company”). Reference is made to that certain Employment Agreement between you and the Company, effective on December 14, 2016 (the “A.S.V., LLC Agreement”). As you know, the Company anticipates that an initial public offering of common stock of the Company (the “IPO”) will occur in 2017. This Letter Agreement sets forth the certain payments that you may be eligible to receive upon the closing of the IPO or upon an earlier Change of Control (as such term is defined in the A.S.V., LLC Agreement), pursuant to the terms and conditions of this Letter Agreement.
ASV HOLDINGS, INC. 2017 EQUITY INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Delaware
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of [DATE] (“Grant Date”) by and between ASV Holdings, Inc. (“Company”) and [NAME] (“Grantee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Illinois
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of October 6, 2015 among A.S.V., LLC, a Minnesota limited liability company (formerly known as A.S.V., INC.) (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REVOLVING CREDIT, TERM LOAN ANDRevolving Credit, Term Loan and Security Agreement • December 28th, 2017 • Asv Holdings, Inc. • Construction machinery & equip
Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as of December 27, 2017 among ASV HOLDINGS, INC., a Delaware corporation (“ASV”, together with each Person joined hereto as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors (as defined below), collectively the “Loan Parties” and each a “Loan Party”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • March 29th, 2019 • Asv Holdings, Inc. • Construction machinery & equip
This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is entered into as of March 28, 2019, by and among ASV HOLDINGS, INC., a Delaware corporation (“ASV”, together with each Person joined to the Credit Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors, collectively the “Loan Parties” and each a “Loan Party”), the financial institutions which are now or which hereafter become a party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”) with respect to the following:
DISTRIBUTION AND CROSS MARKETING AGREEMENTDistribution Agreement • April 28th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
This Distribution and Cross Marketing Agreement (“Distribution Agreement”) is made effective as of December 19, 2014, by and among Manitex International, Inc. (“Manitex”) a Michigan corporation, Terex Corporation (“Terex”), a Delaware Corporation, and A.S.V., Inc. (“ASV”) a Minnesota corporation. Manitex, Terex and ASV may be referred to herein individually as a Party and collectively as the Parties.
SERVICES AGREEMENTServices Agreement • April 28th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
This SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 19,2014, by and between TEREX CORPORATION, a Delaware corporation (“Terex”), and A.S.V., INC. a Minnesota corporation (“A.S.V.”). Terex and A.S.V. are each referred to individually as “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein are used as defined in Section 9.
SERVICES AGREEMENTServices Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
This SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 19,2014, by and between TEREX CORPORATION, a Delaware corporation (“Terex”), and A.S.V., INC. a Minnesota corporation (“A.S.V.”). Terex and A.S.V. are each referred to individually as “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein are used as defined in Section 9.
DISTRIBUTION AND CROSS MARKETING AGREEMENTDistribution Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
This Distribution and Cross Marketing Agreement (“Distribution Agreement”) is made effective as of December 19, 2014, by and among Manitex International, Inc. (“Manitex”) a Michigan corporation, Terex Corporation (“Terex”), a Delaware Corporation, and A.S.V., Inc. (“ASV”) a Minnesota corporation. Manitex, Terex and ASV may be referred to herein individually as a Party and collectively as the Parties.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • June 27th, 2019 • Asv Holdings, Inc. • Construction machinery & equip • Minnesota
This Retention Bonus Agreement (this “Agreement”) is made and entered into effective as of June [ ], 2019 (the “Effective Date”), by and between ASV Holdings, Inc. (the “Company”), a Delaware corporation and [Name of employee] (the “Recipient”).
CREDIT AGREEMENT dated as of December 19, 2014 among A.S.V., INC., The Lenders Party Hereto and GARRISON LOAN AGENCY SERVICES LLC, as Administrative AgentCredit Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • New York
CREDIT AGREEMENT dated as of December 19, 2014 (as it may be amended or modified from time to time, this “Agreement”) among A.S.V., INC., a Minnesota corporation (“Borrower”), the other Loan Parties party hereto, the Lenders party hereto and GARRISON LOAN AGENCY SERVICES LLC (“GLAS”), as Administrative Agent (in such capacity, “Administrative Agent”).
Mr. Jim DiBiagio. ASV LLC. Grand Rapids, MN November 29, 2016 Dear Jim,Employment Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip
Subject to your agreement to the C.O.O. employment agreement we have discussed, dated 10/19/2016, including remuneration, I am pleased to make the following amendments to your current employment letter with ASV LLC, effective as of the date of this letter, or as specified herein.
SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND CONSENTRevolving Credit, Term Loan and Security Agreement • October 10th, 2017 • Asv Holdings, Inc. • Construction machinery & equip
This SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND CONSENT (this “Second Amendment”) is entered into as of October 5, 2017, by and among ASV HOLDINGS, INC., a Delaware corporation (“ASV”, together with each Person joined to the Credit Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors, collectively the “Loan Parties” and each a “Loan Party”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent for Lenders (PNC, in such capacity, the “Administrative Agent”) with respect to the following:
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 1st, 2018 • Asv Holdings, Inc. • Construction machinery & equip
This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “First Amendment”) is entered into as of October 29, 2018, by and among ASV HOLDINGS, INC., a Delaware corporation (“ASV”, together with each Person joined to the Credit Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”; the Borrowers together with the Guarantors, collectively the “Loan Parties” and each a “Loan Party”), the financial institutions which are now or which hereafter become a party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”) with respect to the following:
VOTING AGREEMENTVoting Agreement • June 27th, 2019 • Asv Holdings, Inc. • Construction machinery & equip • Delaware
This Voting Agreement (this “Agreement”) is entered into as of June 26, 2019, among Yanmar America Corporation, a Georgia corporation (“Parent”), and A.S.V. Holding, LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSIDY AGREEMENTSubsidy Agreement • March 24th, 2017 • A.S.V., LLC • Construction machinery & equip • Connecticut
THIS SUBSIDY AGREEMENT (“Agreement”) is dated as of March 12, 2015 and is entered into by and between Terex Financial Services, Inc. (“TFS”), a Delaware corporation located at 200 Nyala Farm Road, Westport, Connecticut 06880 and A.S.V., LLC (“ASV”), a Minnesota limited liability company with a registered address of 840 Lily Lane, Grand Rapids MN 55744.
ASV HOLDINGS, INC. UNDERWRITING AGREEMENT 3,800,000 Shares of Common StockUnderwriting Agreement • May 18th, 2017 • Asv Holdings, Inc. • Construction machinery & equip • New York
ASV Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 1,800,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and the stockholder of the Company listed on Schedule II hereto (the “Selling Secondary Shares Stockholder”) hereby agrees to sell an aggregate of 2,000,000 shares of Common Stock (the “Secondary Shares”) in the amounts set forth opposite its name on Schedule II. The stockholder of the Company listed on Schedule II hereto (the “Selling Option Shares Stockholder” and, together with the Selling Secondary Shares Stockholder, the “Selling Stockholders”) also proposes to sell to the Underwriters, upon the terms and con
