EX-10.21



 EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 
 Exhibit 10.21

 December 10, 2014 
 Caterpillar Inc. 

Building Construction Products Division 
 400 Regency Forest
Drive, Suite 400 
 Cary, North Carolina 27518 
 Attn: Joseph
Hellrung 
 Dear Sir, 
 This letter spells out commercial
terms related to the purchase of MTL undercarriages and tracks (“Products”) by the Building Construction Products Division of Caterpillar Inc. (“Caterpillar”) from ASV Corporation. Caterpillar and ASV are each a party
(“Party”) to this letter and collectively may be referred to as parties (“Parties”). 
 Duration. The Parties agree to a
firm commitment to purchase for the next three (3) years from date of signing this letter (“Execution Date”). 
  

	 	•	 	First year would run from Execution Date in twelve (12) month intervals for three (3) years. 

  

	 	•	 	The execution of this letter would result in an immediate [*] reduction in whole goods. 

  

	 	•	 	Current tract pricing would see a [*] reduction in year one. 

  

	 	•	 	ASV needs to be Caterpillar’s exclusive supplier of these Products for three (3) years from the Execution Date for the discounts to remain in effect. With the exception of the interim period prior to the
introduction of our new affordable replacement tracks. 

 Pricing. A straight forth structured method to adjust for the major
cost drivers (steel, rubber and the motor). 
  

	 	•	 	Year two of the program would include a [*] price increase if a 1,500 minimum order level was not achieved in the first year of the program. 


  
 [* Indicates portions of this exhibit
that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.] 








 Or 
  

	 	•	 	ASV will cap price adjustments at [*] in a twelve (12) month period based on the rubber/steel index listed below increasing more than [*] from the date of the agreements signing date. 


 

	 	•	 	Year three would follow the same format based on the 1,500 minimum order or the [*] increase based on the rubber/steel index. 

  

	 	•	 	First year pricing reflects a [*] in the primary tracks, and [*] discount on the low volume tracks. 

 Pricing
will be weighted and adjusted according to the content of the bill of material. Tracks and wheels will follow the SMR20 and Butadiene indexes. All other steel components will follow Bureau of Labor Statistics US Producer price indexes of
(1504) and ductile iron casting and (101703) hot rolled steel sheet and strip. 
 Price Reduction. In addition to ASV’s
aggressive pricing concession commitments we would also include a volume discount bonus. The volume discount only applies only if the entire three year program is agreed to. 
  

	 	•	 	2000 units plus would result in a [*] reduction per unit past 2000 units. 

  

	 	•	 	2500 units plus would result in a [*] reduction per unit past 2,500 units. 

  

	 	•	 	3000 units plus would result in a [*] reduction per unit past 3000 units. 

  

	 	•	 	3500 units plus would result in a [*] reduction per unit past 3,500 units. 

  

	 	•	 	4000 units plus would result in a [*] reduction per unit past 4000 units. 

  

	 	•	 	All purchases must be made in the same calendar year. 

 Tracks – Cost Savings. Low cost
track identified: ASV will provide an affordable track option to Caterpillar to supply their low cost replacement tracks. When ASV’s affordable track becomes available Caterpillar will then purchase all their replacement tracks from ASV.
Caterpillar will discontinue purchasing low cost replacement tracks from their current supplier. During the interim, Caterpillar can continue to purchase low cost tracks from their current supplier. ASV will perform the validation process on the
entry level Alpha and Beta tracks. We’re looking at an estimated introduction time frame for the new track of 4-6 months which includes the validation process by ASV. 

Parts. Parts pricing will be capped at [*] per year over the life of the agreement and will remain at previous years pricing if 2000 per year or
more units are purchased on the whole goods side. ASV will provide input on the cost drivers if the [*] price increase is required. 
 Delivery
Requirements. Caterpillar will provide ASV with a forecast of its needs for equipment, and parts for the next twelve (12) months. The first three (3) months of each such forecast shall be firm and binding on both Caterpillar and
ASV. 

  
 -2- 

[* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.] 









			
	ASV Corporation
		
	By:	 	/s/ James J. DiBiagio
		 	  

		
	Name:	 	 James J. DiBiagio

		
	Title:	 	 General Manager

		
	Date:	 	 December 16, 2014

	
	Acknowledged by:
	
	Caterpillar Inc.
		
	By:	 	/s/ Mary Bell
		 	  

		
	Name:	 	 Mary Bell

		
	Title:	 	 VP- BCP

		
	Date:	 	 Dec. 18, 2014



  
 -3- 








 EXHIBIT A 

PRODUCTS 
  

															
	 Part
 Num
	  	X Part
Num	 	  	Part Description	  	2014 Price	 	  	2015 Price
Purposed	 
	 0702-510
	  	 	357-0297	 	  	 247B3 U/C
	  	 	[*]	 	  	 	[*]	 
	 0702-511
	  	 	357-0296	 	  	 247B3 U/C
	  	 	[*]	 	  	 	[*]	 
	 0702-602
	  	 	389-7590	 	  	 257D 2 Speed U/C
	  	 	[*]	 	  	 	[*]	 
	 0702-603
	  	 	389-7589	 	  	 257D 2 Speed U/C
	  	 	[*]	 	  	 	[*]	 
	 0702-608
	  	 	389-7597	 	  	 257D 1 Speed U/C
	  	 	[*]	 	  	 	[*]	 
	 0702-609
	  	 	389-7596	 	  	 257D 1 Speed U/C
	  	 	[*]	 	  	 	[*]	 
	 2036-200
	  	 	372-5761	 	  	 Assy, UC RH Beta D (CAT 372-5762
	  	 	[*]	 	  	 	[*]	 
	 2036-201
	  	 	372-5762	 	  	 Assy, UC LH Beta D (CAT 372-5761
	  	 	[*]	 	  	 	[*]	 
	 0703-221
	  	 	220-8161	 	  	 Track 18 X 200
	  	 	[*]	 	  	 	[*]	 
	 0700-260
	  	 	238-7664	 	  	 Track 220 IN, HI PLUG
	  	 	[*]	 	  	 	[*]	 
	 0702-599
	  	 	325-8624	 	  	 Entry level 15X166 CAT
	  	 	[*]	 	  	 	[*]	 
	 2035-950
	  	 	325-8625	 	  	 Entry Level 18X201 CAT
	  	 	[*]	 	  	 	[*]	 
	 0702-599
	  	 	325-8624	 	  	 Primary Track 15X166 CAT
	  	 	[*]	 	  	 	[*]	 
	 2035-950
	  	 	325-8625	 	  	 Primary Track 18X201 CAT
	  	 	[*]	 	  	 	[*]	 

 2015 Pricing reflects a [*] discount on U/C’s, [*] discount on primary tracks, and [*] discount on the low volume tracks.

 [* Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]