Exhibit 2.4
 CONFIDENTIAL
    
    EXECUTION COPY
 ASSET PURCHASE AGREEMENT
 BY AND AMONG
 CVG ALABAMA, LLC
 COMMERCIAL VEHICLE GROUP, INC.
 ACCURIDE CORPORATION
 AND
 BOSTROM SEATING, INC.
 DATED: January 28, 2011




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 TABLE OF CONTENTS
 PAGE1. DEFINITIONS
    

    42. BASIC TRANSACTION
    

    42.1. Purchase and Sale of Assets
    

    42.2. Assumption of Liabilities
    

    42.3. Preliminary Purchase Price
    

    52.4. Closing
    

    52.5. Deliveries at Closing
    

    52.6. Preparation of Closing Date Balance Sheet
    

    72.7. Post-Closing Date Adjustment to Preliminary Purchase Price
    

    82.8. Third-Party Consents
    

    82.9. Allocation
    

    93. SELLERS REPRESENTATIONS AND WARRANTIES
    

    93.1. Organization of Seller
    

    103.2. Authorization of Transaction
    

    103.3. Non-contravention
    

    103.4. Brokers Fees
    

    113.5. Title and Sufficiency of Assets
    

    113.6. Subsidiaries
    

    113.7. Financial Statements
    

    113.8. Events Subsequent to June 30, 2010
    

    123.9. Undisclosed Liabilities
    

    133.10. Legal Compliance
    

    143.11. Tax Matters
    

    143.12. Real Property
    

    153.13. Intellectual Property
    

    173.14. Tangible Assets
    

    193.15. Inventory
    

    193.16. Contracts
    

    193.17. Notes and Accounts Receivable
    

    213.18. Powers of Attorney
    

    213.19. Insurance
    

    213.20. Litigation
    

    223.21. Product Warranty
    

    223.22. Product Liability
    

    233.23. Employees
    

    233.24. Employee Benefits
    

    243.25. Guaranties
    

    263.26. Environmental, Health, and Safety Matters
    

    263.27. Business Continuity
    

    273.28. Computer and Technology Security
    

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 PAGE3.29. Certain Business Relationships with Seller
    
    
    273.30. Customers and Suppliers
    
    
    273.31. Solvency
    
    
    284. BUYERS REPRESENTATIONS AND WARRANTIES
    
    
    284.1. Organization of Buyer
    
    
    284.2. Authorization of Transaction
    
    
    284.3. Brokers Fees
    
    
    284.4. Non-contravention
    
    
    284.5. Sufficiency of Funds
    
    
    294.6. Litigation
    
    
    294.7. No Reliance
    
    
    295. POST-CLOSING COVENANTS
    
    
    295.1. General
    
    
    295.2. Litigation Support
    
    
    305.3. Transition
    
    
    305.4. Confidentiality
    
    
    305.5. Covenant Not to Compete
    
    
    315.6. Non-Hire
    
    
    325.7. Use of Name
    
    
    325.8. Employees
    
    
    325.9. Tax and Accounting Assistance
    
    
    335.10. Accuride Guaranty of Performance
    
    
    345.11. Prohibited Transfers of Acquired Assets
    
    
    355.12. Notification of Claims
    
    
    355.13. Post-Closing Insurance
    
    
    365.14. Payment of PL Assumed Liabilities and
WC Assumed Liabilities
    
    
    366. REMEDIES FOR BREACHES OF THIS AGREEMENT
    
    
    366.1. Survival of Representations and Warranties
    
    
    366.2. Indemnification by Seller
    
    
    376.3. Indemnification by Buyer
    
    
    376.4. Certain Limitations
    
    
    376.5. Matters Involving Third Parties
    
    
    396.6. Determination of Adverse Consequences
    
    
    406.7. Recoupment Against Escrow Agreement
    
    
    406.8. Net of Insurance
    
    
    406.9. Exclusive Remedy
    
    
    407. MISCELLANEOUS
    
    
    417.1. No Third-Party Beneficiaries
    
    
    417.2. Entire Agreement
    
    
    417.3. Succession and Assignment
    
    
    417.4. Counterparts
    
    
    417.5. Headings
    
    
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 PAGE7.6. Notices
    
    
    417.7. Governing Law
    
    
    427.8. Amendments and Waivers
    
    
    437.9. Severability
    
    
    437.10. Expenses
    
    
    437.11. Construction
    
    
    437.12. Incorporation of Schedules
    
    
    447.13. Submission to Jurisdiction
    
    
    447.14. Tax Matters
    
    
    447.15. Public Announcements and Press Releases
    
    
    44
 Schedule of Definitions
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 ASSET PURCHASE AGREEMENT
 Agreement Buyer Seller CVG Accuride Parties Party
 Business
   1. DEFINITIONS.
  2. BASIC TRANSACTION.
 2.1. Purchase and Sale of Assets.
  2.2. Assumption of Liabilities.
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 2.3. Preliminary Purchase Price.
 Preliminary Purchase Price Closing Payment Escrow Agent Exhibit A
 2.4. Closing.
 Closing Closing Date
 2.5. Deliveries at Closing.
 (a)
    
    Sellers Deliverables
 (i)
    
    Seller shall execute, acknowledge (if appropriate), and deliver to Buyer
 (A)
    
    The Escrow Agreement;(B)
    
    a transition services agreement attached hereto as Exhibit B (the Transition
Services Agreement);(C)
    
    assignments (including a bill of sale with respect to the Acquired Assets, an
assignment of contract rights, a special warranty deed with respect to the Real
Property, a title policy for the benefit of Buyer with respect to the Real Property
and an assignment of the Intellectual Property), each attached hereto as Exhibits C-1
through C-5;(D)
    
    such other instruments of sale, transfer, conveyance, and assignment as Buyer and
its counsel may request.
 (ii)
    
    Seller shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date,
sworn under penalty of perjury and in form and substance required under the Treasury
Regulations issued pursuant to Code §1445 stating that Seller is not a foreign person as
defined in Code §1445 (the FIRPTA Affidavit);(iii)
    
    Seller shall deliver to Buyer a copy of the certificate of incorporation of Seller
certified on or soon before the Closing Date by the Secretary of State (or comparable
officer) of the jurisdiction of Sellers incorporation;
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 (iv)
    
    Seller shall deliver to Buyer copies of the certificate of good standing of Seller
issued on or soon before the Closing Date by the Secretary of State (or comparable officer)
of the jurisdiction of Sellers organization and of each jurisdiction in which Seller is
qualified to do business;(v)
    
    Seller shall deliver to Buyer a certificate of the secretary or an assistant secretary of
Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer,
certifying: (A) no amendments to the certificate of incorporation of Seller since March 1,
2010; (B) the bylaws of Seller; (C) the resolutions of the board of directors (or other
authorizing body) (or a duly authorized committee thereof) of Seller authorizing the
execution, delivery, and performance of this Agreement and the transactions contemplated
hereby; and (D) incumbency and signatures of the officers of Seller executing this Agreement
or any other agreement contemplated by this Agreement;(vi)
    
    Seller shall deliver to Buyer the consents set forth on Schedule 2.8(a).
 (b)
    
    Buyers Deliverables
 (i)
    
    Buyer shall deliver to Seller the Closing Payment by delivery of cash in the amount of
the Closing Payment payable by wire transfer or delivery of other immediately available
funds;(ii)
    
    Buyer will deliver to the Escrow Agent the consideration specified in Section 2.3 above.(iii)
    
    Buyer shall deliver to Seller a copy of Buyers certificate of formation certified on
or soon before the Closing Date by the Secretary of State (or comparable officer) of the
jurisdiction of Buyers organization;(iv)
    
    Buyer shall deliver to Seller a copy of the certificate of existence of Buyer issued on
or soon before the Closing Date by the Secretary of State (or comparable officer) of the
jurisdiction of Buyers organization and of each jurisdiction in which each Buyer is
qualified to do business;(v)
    
    Buyer shall deliver to Seller a certificate of the secretary or an assistant secretary of
Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller,
certifying: (A) no amendments to the certificate of formation of Buyer since November 30,
2010; (B) the limited liability company agreement of Buyer; (C) the resolutions of the sole
member of Buyer authorizing the execution, delivery, and performance of this Agreement and
the transactions contemplated hereby; and (D) incumbency and signatures of the officers of
Buyer executing this Agreement or any other agreement contemplated by this Agreement;(vi)
    
    Buyer shall deliver to Seller a resale certificate for each taxing jurisdiction in which
Seller could reasonably be expected to incur any liability or obligation for any Taxes under
applicable law due to the absence of such certificate;
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 (vii)
    
    Buyer shall execute, acknowledge (if appropriate), and deliver to Seller
 (A)
    
    an assumption in the form attached hereto as Exhibit C-2;(B)
    
    the Transition Services Agreement; (C) the Escrow Agreement;(D)
    
    acceptance of employment offers by Michael Berta, David Carter, and Peter Bernier
in forms reasonably acceptable to such parties; and(E)
    
    such other instruments of assumption as Seller and its counsel may reasonably
request.
 (viii)
    
    Buyer shall be responsible for recording any assignments related to Intellectual
Property at the United States Patent and Trademark Office, the U.S. Copyright Office, or any
similar foreign offices.
 2.6. Preparation of Closing Date Balance Sheet.
 (a)
    
    Within 90 days after the Closing Date, Buyer will prepare and deliver to Seller a draft balance
sheet (the Draft Closing Date Balance Sheet) for Seller as of the close of business on the
Closing Date (determined on a pro forma basis as though Seller and Buyer had not consummated the
transactions contemplated by this Agreement). Buyer will prepare the Draft Closing Date Balance
Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial
Statements provided by Seller pursuant to this Agreement.(b)
    
    If Seller has any objections to the Draft Closing Date Balance Sheet, it shall deliver a
detailed statement describing such objections to Buyer within 30 days after receiving the Draft
Closing Date Balance Sheet. Buyer and Seller shall use their respective commercially reasonable
efforts to resolve any such objections themselves. If Seller and Buyer do not obtain a final
resolution within 15 days after Buyer has received the statement of objections, however, Buyer and
Seller shall select an accounting firm mutually acceptable to them to resolve any remaining
objections. If Buyer and Seller are unable to agree on the choice of an accounting firm within 20
days after Buyer has received Sellers statement of objections, they will select a
nationally-recognized accounting firm by lot (after excluding their respective regular outside
accounting firms). Only the amounts in dispute (the aggregate of all such amounts, the Disputed
Amounts) will be referred to such accountants for final determination. The determination of any
accounting firm so selected shall be issued in writing within 45 days of such referral. The final
determination of the Disputed Amounts shall be based solely on presentations by Buyer and Seller
and shall not involve the accountants independent review. Any determination by the accountants
shall not be outside the range defined by the respective amounts in the Draft Closing Date Balance
Sheet proposed by Buyer and Sellers statement of objections, and such determination shall be
final, binding and non-appealable upon Seller and Buyer. Buyer and Seller shall bear the fees and
expenses of the accountants equally.
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 (c)
    
    Buyer shall revise the Draft Closing Date Balance Sheet as appropriate to reflect the
resolution of any objections thereto pursuant to Section 2.6(c). The Closing Date Balance Sheet
shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to
Section 2.6(c).
  2.7. Post-Closing Date Adjustment to Preliminary Purchase Price.
 (a)
    
    Within 3 Business Days following the final determination of the Net Working Capital pursuant to
Section 2.6(c), the Preliminary Purchase Price shall be adjusted as follows:
 (i)
    
    If the Net Working Capital exceeds the Estimated Net Working Capital Upper Collar, Buyer
shall increase the Preliminary Purchase Price by an amount equal to such excess and Buyer
shall pay such amount by wire transfer or delivery of other immediately available funds.(ii)
    
    If the Net Working Capital is less than the Estimated Net Working Capital Lower Collar,
Buyer shall reduce the Preliminary Purchase Price by an amount equal to such deficiency and
Seller shall pay such amount by wire transfer or delivery of other immediately available
funds.
 Purchase Price
 2.8. Third-Party Consents.
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  2.9. Allocation.
 Estimated Allocation
Schedule Final
Allocation Schedule
 3. SELLERS REPRESENTATIONS AND WARRANTIES.
 Disclosure Schedule
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 3.1. Organization of Seller.
  3.2. Authorization of Transaction.
  3.3. Non-contravention.
  (a)
    
    violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or court to which
Seller is subject in connection with the Business except as would not have a Material Adverse
Effect with respect to Seller or the Acquired Assets;(b)
    
    violate any provision of the charter or bylaws of Seller; or(c)
    
    except as set forth on Schedule 3.3(c), conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Seller is a party or by which it is bound in connection
with the Business or to which any of the Acquired Assets are subject (or result in the imposition
of any Lien, other than the Assumed Liabilities, upon any of the Acquired Assets) except as would
not have a Material Adverse Effect with respect to Seller or the Acquired Assets.
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 3.4. Brokers Fees.
  3.5. Title and Sufficiency of Assets.
 (a)
    
    Except as set forth on Schedule 3.5(a) and with respect to the Real Property included in the
Acquired Assets (which is covered in Section 3.5(b) below), Seller has good and marketable title
to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of any Liens or
restrictions on transfer, other than such Liens and restrictions related to the Assumed
Liabilities.(b)
    
    Except as disclosed in Section 3.5(b) of the Disclosure Schedule, Seller has title to all of
the Real Property included in the Acquired Assets.(c)
    
    Except as otherwise indicated on Schedule 3.5(c), the Acquired Assets include all assets
necessary for the Business as presently conducted.(d)
    
    Seller owns and possesses or has the right to use pursuant to a valid and enforceable written
license, sublicense, agreement, or permission all Intellectual Property necessary for the operation
of the Business as presently conducted by Seller. Each item of Intellectual Property owned or used
in connection with the Business immediately prior to the Closing will be owned or available for use
by Buyer on identical terms and conditions immediately subsequent to the Closing.
 3.6. Subsidiaries.
  3.7. Financial Statements.
 (a)
    
    Attached to the Disclosure Schedule as Exhibit D are the following financial statements
(collectively the Financial Statements): (i) unaudited balance sheets and statements of income,
changes in stockholders equity, and cash flow as of and for the fiscal years ended December 31,
2006, December 31, 2007, December 31, 2008, and December 31, 2009 (the Most Recent Fiscal Year
End) for Seller; and (ii) unaudited balance sheets and statements of income, changes in
stockholders equity, and cash flow (the Most Recent Financial Statements) as of and for the ten
(10) months ended October 31, 2010 for Seller.(b)
    
    Except as set forth in Section 3.7 of the Disclosure Schedule: (i) the Financial Statements
have been prepared in accordance with GAAP throughout the periods covered thereby, subject in the
case of the Most Recent Financial Statements to normal and recurring year-end adjustments (the
effect of which will not be materially adverse) and the absence of
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  3.8. Events Subsequent to June 30, 2010.
  (a)
    
    Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or
intangible, other than in the Ordinary Course of Business;(b)
    
    Seller has not entered into any agreement, contract, lease, or license (or series of related
agreements, contracts, leases, and licenses) involving more than $25,000 outside the Ordinary
Course of Business;(c)
    
    no party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or
license (or series of related agreements, contracts, leases, and licenses) involving more than
$25,000 to which Seller is a party or by which any Acquired Asset is bound;(d)
    
    except as directly related to the Assumed Liabilities, Seller has not imposed or permitted to
exist any Lien upon any of the Acquired Assets, tangible or intangible;(e)
    
    Seller has not made any capital expenditure (or series of related capital expenditures)
involving more than $25,000 outside the Ordinary Course of Business;(f)
    
    Seller has not made any capital investment in, any loan to, or any acquisition of the
securities or assets of, any other Person (or series of related capital investments, loans, and
acquisitions) involving more than $25,000 outside the Ordinary Course of Business;(g)
    
    Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or
guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving
more than $25,000 singly or $50,000 in the aggregate;(h)
    
    Seller has not materially delayed or postponed the payment of its accounts payable and other
Liabilities outside the Ordinary Course of Business;(i)
    
    Seller has not cancelled, compromised, waived, or released any right or claim (or series of
related rights and claims) involving more than $25,000 outside the Ordinary Course of Business;(j)
    
    Seller has not transferred, assigned, or granted any license or sublicense of any rights under
or with respect to any of its Intellectual Property outside the Ordinary Course of Business;
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 (k)
    
    Seller has not experienced any damage, destruction, or loss (whether or not covered by
insurance) to the Acquired Assets involving more than $25,000;(l)
    
    Seller has not entered into or terminated any written employment contract or collective
bargaining agreement relating to its employees or modified the terms of any existing such contract
or agreement;(m)
    
    Seller has not granted any increase in the base compensation of any of its directors, officers,
and employees in relation to the Business outside the Ordinary Course of Business;(n)
    
    except as indicated in Section 3.8(o) of the Disclosure Schedule, Seller has not adopted,
amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan,
contract, or commitment for the benefit of any of its directors, officers, and employees in
connection with the Business (or taken any such action with respect to any other Employee Benefit
Plan);(o)
    
    Seller has not made any material change in employment terms for any of its directors, officers,
and employees outside the Ordinary Course of Business;(p)
    
    Seller has not made or pledged to make, nor has any party done so on their behalf, any
charitable or other capital contribution in excess of $25,000 outside the Ordinary Course of
Business;(q)
    
    there has not been any other occurrence, event, incident, action, failure to act, or
transaction outside the Ordinary Course of Business involving Seller or the Business except as
would not have a Material Adverse Effect on the Business;(r)
    
    Seller has not discharged a material Liability or Lien related to the Acquired Assets outside
the Ordinary Course of Business;(s)
    
    Seller has not made any loans or advances of money in excess of $25,000 singly or $50,000 in
the aggregate; and(t)
    
    Seller has not committed to any of the foregoing.
 3.9. Undisclosed Liabilities.
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 3.10. Legal Compliance.
  3.11. Tax Matters.
 (a)
    
    Seller has timely filed all material Tax Returns that it was required to file in connection
with the Business. All such Tax Returns were correct and complete in all material respects. All
material Taxes owed by Seller in connection with the Business (whether or not shown on any Tax
Return) have been paid or are the subject of timely filed disputes.
Seller is not currently the beneficiary of any extension of time within which to file any
Tax Return. In the past three (3) years, no claim has been made by an authority in a
jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation
by that jurisdiction. There are no Liens on any of the Acquired Assets that arose in
connection with any failure (or alleged failure) to pay any Tax.(b)
    
    Seller has withheld and paid all Taxes required to have been withheld and paid in connection
with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other
third party and all Forms W-2 and 1099 required with respect thereto have been properly completed
and timely filed.(c)
    
    Neither Seller nor any director or officer of Seller expects any authority to assess any
additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim
concerning any Tax Liability relating to the Business either (i) claimed or raised by any authority
in writing or (ii) as to which Seller has Knowledge. Section 3.11 of the Disclosure Schedule lists
all federal, state, local, and foreign income Tax Returns filed for taxable periods ended on or
after December 31, 2007, indicates those Tax Returns that have been audited, and indicates those
Tax Returns that currently are the subject of audit. Seller has made available in the Data Room to
Buyer correct and complete copies of all income Tax Returns, examination reports, and statements of
deficiencies assessed against or agreed to by Seller since December 31, 2007.
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 (d)
    
    Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension
of time with respect to a Tax assessment or deficiency.
 3.12. Real Property.
  (a)
    
    Section 3.12(a) of the Disclosure Schedule sets forth the address and description of each
parcel of Real Property. With respect to each parcel of Real Property:
 (i)
    
    Seller has fee simple title, free and clear of all liens and encumbrances, except
Permitted Liens;(ii)
    
    Seller has not leased or otherwise granted to any Person the right to use or occupy
such Real Property or any portion thereof; and(iii)
    
    to Sellers Knowledge, there are no outstanding options, rights of first offer or
rights of first refusal to purchase such Real Property or any portion thereof or interest
therein.
 (b)
    
    Seller has no Leased Real Property.(c)
    
    The Real Property identified in Section 3.12(a) of the Disclosure Schedule comprises all of the
real property used or otherwise related to the Business; and Seller is not a party to any agreement
or option to purchase any real property or interest therein related solely to the Business.(d)
    
    To Sellers Knowledge, all Improvements are in good condition and repair and sufficient for the
operation of the Business. To Sellers Knowledge, there are no structural deficiencies or defects
affecting any of the Improvements and there are no facts or conditions affecting any of the
Improvements that would, individually or in the aggregate, interfere in any material respect with
the use or occupancy of the Improvements or any portion thereof in the operation of the Business as
currently conducted thereon.(e)
    
    To Sellers Knowledge, there is no condemnation, expropriation or other proceeding in eminent
domain, pending or threatened, affecting any parcel of Real Property or any portion thereof or
interest therein. To Sellers Knowledge, there is no injunction, decree, order, writ or judgment
outstanding, nor any claim, litigation, administrative action or similar proceeding, pending or
threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion
thereof, or the operation of the Business as currently conducted thereon.(f)
    
    To Sellers Knowledge, the Real Property is in compliance with all applicable building, zoning,
subdivision, health and safety and other land use laws, including the Americans with Disabilities
Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively,
the Real Property Laws), and the current use and occupancy of the Real Property and operation of
the Business thereon does not violate
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 any Real Property Laws. Seller has not received any notice of violation of any Real Property
Law and, to Sellers Knowledge, there is no reasonable Basis for the issuance of any such
notice or the taking of any action for such violation. To the Knowledge of Seller, there is
no pending or anticipated change in any Real Property Laws that will materially impair the
ownership, lease, use or occupancy of any Real Property or any portion thereof in the
continued operation of the Business as currently conducted thereon.(g)
    
    All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and
waste water systems and other utility services or systems necessary for the Business as currently
conducted on the Real Property have been installed and are operational and sufficient for the
operation of the Business as currently conducted thereon. Each such utility service enters the Real
Property from an adjoining public street or valid private easement in favor of the supplier of such
utility service or appurtenant to such Real Property, and is not dependent for its access, use or
operation on any land, building, improvement or other real property interest that is not included
in the Real Property.(h)
    
    To Sellers Knowledge, all certificates of occupancy, permits, licenses, franchises, approvals
and authorizations (collectively, the Real Property Permits) of all governmental authorities,
board of fire underwriters, association or any other entity having jurisdiction over the Real
Property that are required or appropriate to use or occupy the Real Property or operate the
Business as currently conducted thereon, have been issued and are in full force and effect. Section
3.12(h) of the Disclosure Schedule lists all material Real Property Permits held by Seller with
respect to each parcel of Real Property. Seller has made available in the Data Room to Buyer a true
and complete copy of all Real Property Permits. Seller has not received any notice from any
governmental authority or other entity having jurisdiction over the Real Property threatening a
suspension, revocation, modification or cancellation of any Real Property Permit and, to Sellers
Knowledge, there is no reasonable Basis for the issuance of any such notice or the taking of any
such action. The Real Property Permits are transferable to Buyer without the consent or approval of
the issuing governmental authority or entity; no disclosure, filing or other action by Seller is
required in connection with such transfer, and Buyer shall not be required to assume any
Liabilities or obligations under the Real Property Permits as a result of such transfer other than
the Assumed Liabilities.(i)
    
    To Sellers Knowledge, the classification of each parcel of Real Property under applicable
zoning laws, ordinances and regulations does not prohibit the use and occupancy of such parcel and
the operation of the Business as currently conducted thereon, and permits the Improvements located
thereon as currently constructed, used and occupied. Sellers use or occupancy of the Real Property
or any portion thereof or the operation of the Business as currently conducted thereon is not
dependent on a permitted non-conforming use or permitted non-conforming structure or similar
variance, exemption or approval from any governmental authority.(j)
    
    Seller has not received any notice of violation of any Encumbrance Documents, and, to Sellers
Knowledge, there is no reasonable Basis for the issuance of any such notice or, to the extent
applicable, the taking of any action for such violation.
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 (k)
    
    To Sellers Knowledge, except as set forth on Section 3.5 (b) of the Disclosure Schedule, none
of the Improvements encroaches on any land that is not included in the Real Property or on any
easement affecting such Real Property, or violates any building lines or set-back lines, and there
are no encroachments onto any of the Real Property, or any portion thereof, that would interfere
with the use or occupancy of such Real Property or the continued operation of the Business as
currently conducted thereon.(l)
    
    There are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any
governmental authority, association or other entity having jurisdiction over the Real Property
(collectively, the Real Estate Impositions) with respect to any Real Property or portion thereof
that are delinquent. To Sellers Knowledge, the Title Commitment and Section 3.5(b) of the
Disclosure Schedule set forth all Real Estate Impositions that are due and payable with respect to
such parcel.(m)
    
    None of the Real Property or any portion thereof is located in a flood hazard area (as defined
by the Federal Emergency Management Agency).
 3.13. Intellectual Property.
 (a)
    
    In the past five (5) years, to Sellers Knowledge (i) Seller has not interfered with, infringed
upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of
third parties, and (ii) Seller has never received any charge, complaint, claim, demand, or notice
alleging any interference, infringement, misappropriation, or violation of Intellectual Property
rights owned by a third party (including any claim that Seller must license or refrain from using
any Intellectual Property rights of any third party) that has not been settled to the satisfaction
of Seller and the third party. Except as set forth in Section 3.13(a) of the Disclosure Schedule,
to the Knowledge of Seller and the directors and officers (and employees with responsibility for
Intellectual Property matters) of Seller, no third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller
relating to the Business.(b)
    
    Section 3.13(b) of the Disclosure Schedule identifies each issued patent that is currently in
force or active trademark registration which has been issued to Seller with respect to any of the
Intellectual Property of the Business, identifies each pending patent application or pending
application for trademark registration that Seller has made with respect to any of its Intellectual
Property, and identifies each license, sublicense, agreement, or other permission that Seller has
granted to any third party with respect to any of its Intellectual Property. Seller has made
available in the Data Room to Buyer correct and complete copies of all such licenses, sublicenses,
agreements, and permissions (as amended to date) and has made available in the Data Room to Buyer
correct and complete copies of all other written documentation evidencing ownership and prosecution
(if applicable) of each such item should any such written documentation not be available to Buyer
on the USPTO website (including the private or public PAIR) as of the Closing Date. Section 3.13(b)
of the Disclosure Schedule also identifies each material unregistered trademarks, service marks,
trade names, corporate names or Internet domain names, computer software item (other than
commercially available off-the-shelf software purchased or
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 licensed for less than a total cost of $5,000 in the aggregate). With respect to each item
of Intellectual Property required to be identified in Section 3.13(b) of the Disclosure
Schedule:
 (i)
    
    Seller owns and possesses all right, title, and interest in and to the item, free and
clear of any Lien, license, or other restriction or limitation regarding use or disclosure;(ii)
    
    the item is not subject to any outstanding injunction, judgment, order, decree, ruling,
or charge;(iii)
    
    no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand is pending or is threatened that challenges the legality, validity, enforceability,
use, or ownership of the item, and there are no grounds for the same; and(iv)
    
    no loss or expiration of the item is threatened, pending, or reasonably foreseeable,
except for patents expiring at the end of their statutory terms (and not as a result of any
act or omission by Seller relating to the Business, including, without limitation, a failure
by Seller to pay any required maintenance fees by the Closing Date).
 (c)
    
    Section 3.13(c) of the Disclosure Schedule identifies each item of Intellectual Property that
any third party owns and that Seller uses in connection with the Business pursuant to license,
sublicense, agreement, or permission. Seller has made available in the Data Room to Buyer correct
and complete copies of all such licenses, sublicenses, agreements, and permissions (each as amended
to date). With respect to each item of Intellectual Property required to be identified in Section
3.13(c) of the Disclosure Schedule:
 (i)
    
    the license, sublicense, agreement, or permission covering the item is legal, valid,
binding, enforceable, and in full force and effect;(ii)
    
    the license, sublicense, agreement, or permission will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following the
consummation of the transactions contemplated hereby (including the assignments and
assumptions referred to in Section 2 above);(iii)
    
    no party to the license, sublicense, agreement, or permission is in material breach or
default, and no event has occurred that with notice or lapse of time would constitute a
material breach or default or permit termination, modification, or acceleration thereunder;(iv)
    
    no party to the license, sublicense, agreement, or permission, has repudiated any
provision thereof;(v)
    
    with respect to each sublicense, the representations and warranties set forth in
subsections (i) through (iv) above are true and correct with respect to the underlying
license;
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 (vi)
    
    to the Knowledge of Seller, the Intellectual Property is not subject to any outstanding
injunction, judgment, order, decree, ruling, or charge;(vii)
    
    to the Knowledge of Seller, no action, suit, proceeding, hearing, investigation,
charge, complaint, claim, or demand is pending or is threatened that challenges the
legality, validity, or enforceability of the Intellectual Property, and there are no grounds
for the same;(viii)
    
    Seller has not granted any sublicense or similar right with respect to the license,
sublicense, agreement, or permission; and
 (d)
    
    Except as set forth in Section 3.13(d) of the Disclosure Schedule, to the Knowledge of Seller
and the directors and officers (and employees with responsibility for Intellectual Property
matters) of Seller, Seller will not interfere with, infringe upon, misappropriate, or otherwise
come into conflict with, any Intellectual Property rights of third parties as a result of the
continued operation of the Business as presently conducted and there are no facts that indicate a
likelihood of the foregoing.(e)
    
    Seller has complied with and are presently in compliance with all foreign, federal, state,
local, governmental (including, but not limited to, the Federal Trade Commission and State
Attorneys General), administrative or regulatory laws, regulations, guidelines and rules applicable
to any Intellectual Property.
 3.14. Tangible Assets.
  3.15. Inventory.
  3.16. Contracts.
  (a)
    
    any agreement (or group of related agreements) for the lease of personal property to or from
any Person providing for lease payments in excess of $25,000 per annum;
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 (b)
    
    any agreement (or group of related agreements) for the purchase or sale of raw materials,
commodities, supplies, products, or other personal property, or for the furnishing or receipt of
services, the performance of which will extend over a period of more than 1 year, result in a loss
to Seller, or involve consideration in excess of $25,000 in any given 12-month period;(c)
    
    any agreement (including any oral agreement) within Sellers Knowledge with any customer
involving the pricing of goods or commodities to be bought or sold, or adjustments or discounts of
such pricing.(d)
    
    any agreement concerning a partnership or joint venture;(e)
    
    any agreement (or group of related agreements) under which Seller has created, incurred, or
assumed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of
$25,000 or under which it has imposed a Lien on any of the Acquired Assets, tangible or intangible;(f)
    
    any agreement concerning confidentiality or non-competition except (i) any agreement entered
into in connection (directly or indirectly) with any proposed sale of Seller, the Business or
substantially all of the assets of the Business and (ii) any agreement entered into in the Ordinary
Course of Business;(g)
    
    any agreement to which any Affiliates of Seller is a party;(h)
    
    any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation,
severance, or other plan or arrangement for the benefit of the current or former directors,
officers, and employees of Seller;(i)
    
    any collective bargaining agreement;(j)
    
    any written agreement for the employment of any individual on a full-time, part-time,
consulting, or other basis;(k)
    
    any agreement under which Seller has advanced or loaned any amount to any of the directors,
officers, and employees of Seller outside the Ordinary Course of Business;(l)
    
    any agreement under which the consequences of a default or termination could have a Material
Adverse Effect with respect to the Business;(m)
    
    any agreement under which Seller has granted any Person any registration rights (including,
without limitation, demand and piggyback registration rights);(n)
    
    any settlement, conciliation or similar agreement, the performance of which will involve
payment after October 31, 2010 of consideration in excess of $25,000, or imposition of monitoring
or reporting obligations to any governmental entity outside the Ordinary Course of Business;
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 (o)
    
    any agreement under which Seller has advanced or loaned any other Person amounts in the
aggregate exceeding $25,000; or(p)
    
    any other agreement (or group of related agreements) the performance of which involves
consideration in excess of $25,000 in any given 12-month period.
  3.17. Notes and Accounts Receivable.
  3.18. Powers of Attorney.
  3.19. Insurance.
  (a)
    
    the name, address, and telephone number of the agent;(b)
    
    the name of the insurer, the name of the policyholder, and the name of each covered insured;(c)
    
    the policy number and the period of coverage;
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 (d)
    
    an indication of whether the coverage was on a claims made, occurrence, or other basis, and the
amount of coverage; and(e)
    
    a description of any retroactive premium adjustments or other loss-sharing arrangements.
  3.20. Litigation.
  3.21. Product Warranty.
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 3.22. Product Liability.
  3.23. Employees.
 (a)
    
    With respect to the Business:
 (i)
    
    there is no collective bargaining agreement or relationship with any labor organization;(ii)
    
    to the Knowledge of Seller, no executive or manager of Seller (A) has any present
intention to terminate his or her employment, or (B) is a party to any confidentiality,
non-competition, proprietary rights or other such agreement between such employee and any
Person besides Seller that would be material to the performance of such employees
employment duties, or the ability of Seller or Buyer to conduct the Business;(iii)
    
    to the Knowledge of Seller, no labor organization or group of employees has filed any
representation petition or made any written or oral demand for recognition;(iv)
    
    to the Knowledge of Seller, no union organizing or decertification efforts are underway
or threatened and no other question concerning representation exists;(v)
    
    no labor strike, work stoppage, slowdown, or other material labor dispute has occurred,
and none is underway or, to the Knowledge of Seller, threatened;(vi)
    
    there is no workers compensation liability, experience or matter outside the Ordinary
Course of Business;(vii)
    
    except as set forth on Section 3.23(a) of the Disclosure Schedule, there is no
employment-related charge, complaint, grievance, investigation, inquiry or obligation of any
kind, pending or, to the Knowledge of Seller, threatened in any forum, relating to an
alleged violation or breach by Seller (or its officers or directors) of any law, regulation
or contract in connection with the Business; and,(viii)
    
    to the Knowledge of Seller, no employee or agent of Seller has committed any act or
omission giving rise to material liability for any violation or breach identified in
subsection (vii) above.
 (b)
    
    Except as set forth in Section 3.23(b) of the Disclosure Schedule, (i) there are no written
employment contracts or severance agreements relating to the Business with any employees of Seller,
and (ii) there are no written personnel policies, rules, or procedures
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 relating to the Business and applicable to employees of Seller. True and complete copies of
all such documents have been made available in the Data Room to Buyer prior to the date of
this Agreement.(c)
    
    With respect to this transaction, any notice required under any law or collective bargaining
agreement has been given, and all bargaining obligations with any employee representative have been
satisfied. Seller has not implemented any plant closing or layoff of employees that could implicate
the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign,
state, or local law, regulation, or ordinance (collectively, the WARN Act), and no such action
will be implemented without advance notification to Buyer.
 3.24. Employee Benefits.
 (a)
    
    Section 3.24(a) of the Disclosure Schedule lists each Employee Benefit Plan that Seller
maintains relating to the Business, to which Seller contributes or has any obligation to contribute
in connection with the Business, or with respect to which Seller has any Liability in connection
with the Business.
 (i)
    
    Each such Employee Benefit Plan (and each related trust, insurance contract, or fund)
has been maintained, funded and administered in accordance with the terms of such Employee
Benefit Plan and the terms of any applicable collective bargaining agreement and complies in
form and in operation in all respects with the applicable requirements of ERISA, the Code,
and other applicable laws.(ii)
    
    All required reports and descriptions (including Form 5500 annual reports, summary
annual reports, and summary plan descriptions) have been timely filed and/or distributed in
accordance with the applicable requirements of ERISA and the Code with respect to each such
Employee Benefit Plan. The requirements of COBRA have been met with respect to each such
Employee Benefit Plan and each Employee Benefit Plan maintained by Seller or an ERISA
Affiliate that is an Employee Welfare Benefit Plan subject to COBRA.(iii)
    
    All contributions (including all employer contributions and employee salary reduction
contributions) that are due have been made within the time periods prescribed by ERISA and
the Code to each such Employee Benefit Plan that is an Employee Pension Benefit Plan and all
contributions for any period ending on or before the Closing Date that are not yet due have
been made to each such Employee Pension Benefit Plan or accrued in accordance with the past
custom and practice of Seller. All premiums or other payments for all periods ending on or
before the Closing Date have been paid with respect to each such Employee Benefit Plan that
is an Employee Welfare Benefit Plan.(iv)
    
    Each such Employee Benefit Plan that is intended to meet the requirements of a
qualified plan under Code §401(a) has been timely amended for the requirements of the Tax
legislation commonly known as GUST and EGTRRA and has been submitted to the Internal
Revenue Service for a
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 favorable determination letter on the GUST and EGTRRA requirements within the
applicable remedial amendment period.(v)
    
    There have been no Prohibited Transactions with respect to any such Employee Benefit
Plan, and there have been no Prohibited Transactions with respect to any Employee Benefit
Plan maintained by Seller or an ERISA Affiliate for which Buyer could be subject to any
Liability following the consummation of this Agreement. No Fiduciary has any Liability for
breach of fiduciary duty or any other failure to act or comply in connection with the
administration or investment of the assets of any such Employee Benefit Plan. No action,
suit, proceeding, hearing, or investigation with respect to the administration or the
investment of the assets of any such Employee Benefit Plan (other than routine claims for
benefits) is pending or threatened. Seller has no Knowledge of any reasonable Basis for any
such action, suit, proceeding, hearing, or investigation.(vi)
    
    Seller has made available to Buyer correct and complete copies of the plan documents
and summary plan descriptions, the most recent determination letter received from the
Internal Revenue Service, the most recent annual report (Form 5500, with all applicable
attachments), and all related trust agreements, insurance contracts, and other funding
arrangements that implement each such Employee Benefit Plan.
 (b)
    
    Except as set forth on Section 3.24(b) of the Disclosure Schedule, none of Seller, any of
Sellers Subsidiaries, nor any ERISA Affiliate contributes to, has any obligation to contribute to,
or has any Liability under or with respect to any Employee Pension Benefit Plan that is a defined
benefit plan (as defined in ERISA §3(35)). No Acquired Asset is subject to any Lien under ERISA or
the Code.(c)
    
    Except as set forth in Section 3.24(c) of the Disclosure Schedule, none of Seller, any of
Sellers Subsidiaries, or any ERISA Affiliate contributes to, has any obligation to contribute to,
or has any Liability (including withdrawal liability as defined in ERISA §4201) under or with
respect to any Multiemployer Plan.(d)
    
    Except as set forth in Section 3.24(d) of the Disclosure Schedule, Seller does not maintain,
contribute to or has an obligation to contribute to, or has any Liability with respect to, any
Employee Welfare Benefit Plan providing health or life insurance or other welfare-type benefits for
current or future retired or terminated directors, officers or employees (or any spouse or other
dependent thereof) of Seller or any other Person in connection with the Business other than in
accordance with COBRA.(e)
    
    Section 3.24(e) of the Disclosure Schedule lists each agreement, contract, plan, or other
arrangementwhether or not written and whether or not an Employee Benefit Plan (collectively a
Plan)to which Seller or any of Sellers Subsidiaries is a party that is a nonqualified
deferred compensation plan subject to Code §409A. Each such Plan complies with the requirements of
Code §409A(a)(2), (3), and (4) and any Internal Revenue Service guidance issued thereunder.
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 3.25. Guaranties.
  3.26. Environmental, Health, and Safety Matters.
 (a)
    
    Except as set forth in Section 3.26(a) of the Disclosure Schedule, to Sellers Knowledge,
Seller has materially complied with Environmental, Health, and Safety Requirements applicable to
Sellers operation of the Business at the Real Property during the period of Sellers ownership
thereof.(b)
    
    Except as set forth in Section 3.26(b) of the Disclosure Schedule, to Sellers Knowledge,
Seller has materially complied with all permits, licenses and other authorizations that are
required by applicable Environmental, Health, and Safety Requirements for Sellers operation of the
Business at the Real Property.(c)
    
    The list of permits set forth in Section 3.26(c) of the Disclosure Schedule, to Sellers
Knowledge, contains the only material permits required by applicable Environmental, Health, and
Safety Requirements for Sellers operation of the Business at the Real Property as of the Closing
Date.(d)
    
    Except as set forth in Section 3.26(d) of the Disclosure Schedule, to Sellers Knowledge,
Seller has not received any written notice regarding any material violation of Environmental,
Health, and Safety Requirements applicable to Sellers operation of the Business at the Real
Property.(e)
    
    Except as listed on Section 3.26(e) of the Disclosure Schedule, to Sellers Knowledge, none of
the following exists at the Real Property: (i) underground storage tanks, (ii) asbestos-containing
material in any form or condition, (iii) materials or equipment containing polychlorinated
biphenyls, (iv) groundwater monitoring wells, or (v) areas where hazardous substances have been
disposed of by Seller.(f)
    
    Except as listed on Section 3.26(f) of the Disclosure Schedule, to Sellers Knowledge, Seller
has not treated, stored, disposed of, arranged for or permitted the disposal of, transported from,
handled, manufactured, distributed, exposed any person to, or released any hazardous substance at
the Real Property in violation of any Environmental, Health, and Safety Requirements or that has
resulted in claims of Liability against Seller under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or
any other Environmental, Health, and Safety Requirements.(g)
    
    Except as set forth in Section 3.26(g) of the Disclosure Schedule, to Sellers Knowledge,
Seller has not designed, manufactured, sold, marketed, installed, or distributed products or other
items containing asbestos at the Real Property, and Seller is not subject to any claims of
Liability with respect to the presence, as of the Closing Date, of asbestos in any product or item
or at the Real Property in connection with the Business.
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 (h)
    
    Except as listed in Section 3.26(h) to the Disclosure Schedule, to Sellers Knowledge, Seller
has not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to,
a claim of Liability against any other Person for any corrective or remedial action obligation at
the Real Property or relating to Environmental, Health, and Safety Requirements applicable to the
operations of the Business at the Real Property.(i)
    
    Except as listed in Section 3.26(i) to the Disclosure Schedule, to Sellers Knowledge, Seller
is aware of no facts or conditions relating to the Real Property that (i) constitute a material
violation of applicable Environmental, Health, and Safety Requirements, (ii) require investigation,
remediation, or corrective action pursuant to Environmental, Health, and Safety Requirements in
response to a release by Seller of hazardous substances at the Real Property, or (iii) are the
subject of a claim of Liability against Seller pursuant to Environmental, Health, and Safety
Requirements for a release by Seller of a hazardous substance at the Real Property.(j)
    
    To Sellers Knowledge, Seller has made available in the Data Room to Buyer all material
environmental documents relating to the Real Property and that are in Sellers possession, custody,
or control.
 3.27. Business Continuity.
 Exhibit E
 3.28. Computer and Technology Security.
  3.29. Certain Business Relationships with Seller.
  3.30. Customers and Suppliers.
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 3.31. Solvency.
  4. BUYERS REPRESENTATIONS AND WARRANTIES.
  4.1. Organization of Buyer.
  4.2. Authorization of Transaction.
  4.3. Brokers Fees.
  4.4. Non-contravention
  (a)
    
    violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or court to which
Buyer is subject;(b)
    
    violate any provision of the charter or bylaws of Buyer; or
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 (c)
    
    conflict with, result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other arrangement to which
Buyer is a party or by which it is bound.
  4.5. Sufficiency of Funds
  4.6. Litigation
  4.7. No Reliance.
  5. POST-CLOSING COVENANTS.
  5.1. General.
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  5.2. Litigation Support.
  5.3. Transition.
  5.4. Confidentiality.
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  5.5. Covenant Not to Compete.
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  5.6. Non-Hire
 Restricted Employees
 5.7. Use of Name.
  5.8. Employees.
 (a)
    
    Except as listed in Section 5.8(a) of the Disclosure Schedule, commencing on the Closing Date
Seller shall terminate all employees of the Business on the Closing Date, and, at Buyers sole
discretion subject to Buyers obligation under Section 5.8(d), Buyer may
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 offer employment, on an at will basis, to any or all of such employees. Each of Sellers
employees who accepts such offer of employment and commences employment with Buyer shall be
hereinafter referred to as a Transferred Employee.
 (b)
    
    Buyer shall not adopt or assume any of the Employee Benefit Plans that Seller maintains. Buyer
shall have no liability to any Employee Benefit Plan maintained by Seller as a result of this
Agreement, including any liability under COBRA to any M & A qualified beneficiaries. Without
limiting the foregoing, Seller agrees that it shall retain all Liability with respect to the
retiree medical and life insurance benefit plan disclosed in the Disclosure Schedules. Seller
further agrees that it shall not terminate such plan prior to December 31, 2015.(c)
    
    Each Transferred Employee who is a participant in Sellers 401(k) plan (the Sellers Savings
Plan) shall cease to be an active participant under Sellers Savings Plan effective as of Closing
Date. Effective within sixty (60) days of the Closing, Buyer shall have, or shall cause its
Affiliates to have, in effect a defined contribution plan that is qualified under Section 401(a) of
the Code, which includes a qualified cash or deferred arrangement within the meaning of Section
401(k) of the Code (the Buyers Savings Plan). Transferred Employees who meet the age and service
requirements of Buyers
Savings Plan as of the Closing Date (based on Transferred Employees service with Seller)
shall be eligible to participate within such sixty (60) day period. Buyer agrees to cause
the Buyers Savings Plan to accept direct rollovers of the account balance, of each
Transferred Employee as requested by Transferred Employees.(d)
    
    Unless previously notified by Seller of such a plant closing or layoff, the Seller and Buyer
agree that as of the effective time of Closing Seller has not implemented any plant closing or
layoff of employees that implicates the WARN Act. Buyer agrees that as of the effective time of
Closing and immediately thereafter it shall employ no less than 68% of the employees previously
employed by Seller immediately prior to the effective time of Closing. For the avoidance of doubt,
under no circumstances shall Seller have any
Liability directly or indirectly related to Buyers compliance with the WARN Act following
the Closing.
 5.9. Tax and Accounting Assistance.
 (a)
    
    At no cost to Seller, Accuride or any Affiliate of Accuride, Buyer shall reasonably cooperate
as Accuride or its Affiliates or their respective representatives may reasonably request to
facilitate the completion of Sellers Tax filings (to the extent related to the Business) for the
tax years 2010 and 2011 and any audit or similar proceeding related thereto including (without limitation), cooperating in the accurate completion of Federal and State
Tax Packages for the tax years 2010 and 2011 within a reasonable period of time after receiving
such Federal and State Tax Packages in order to meet any applicable federal, state or local tax
filing deadlines, or as otherwise agreed by the Parties. Buyer shall retain all supporting
materials related to Sellers Tax filings for the tax years 2010 and 2011 in accordance with its
internal record retention policies, provided that Buyer shall not dispose of such supporting
materials prior the expiration of the applicable statute of limitations periods.
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 (b)
    
    At no cost to Buyer, CVG or any Affiliate of CVG, Seller or its designee(s) shall reasonably
cooperate as Buyer or its Affiliates or their respective representatives may reasonably request to
facilitate the completion of Buyers Tax filings (to the extent related to the Acquired Assets) for
the tax years 2010 and 2011 and any audit or similar proceeding related thereto including (without
limitation), cooperating in the accurate completion of Federal and State Tax Packages for the tax
years 2010 and 2011 within a reasonable period of time after receiving such Federal and State Tax
Packages in order to meet any applicable federal, state or local tax filing deadlines, or as
otherwise agreed by the Parties. Seller shall retain all supporting materials related to Buyers
Tax filings for the tax years 2010 and 2011 in accordance with its internal record retention
policies, provided that Seller shall not dispose of such supporting materials prior the expiration
of the applicable statute of limitations periods.(c)
    
    At no cost to Seller, Accuride, or any Affiliate of Accuride, Buyer shall reasonably cooperate
with Seller in closing the accounting books and records of the Business with respect to Sellers
fiscal year 2010, the first quarter of 2011 and recording the transactions contemplated by this
Agreement for the month of January, 2011. Buyers assistance shall include providing reasonable
cooperation by the accounting staff located at the Piedmont, Alabama plant (including reasonable
cooperation in closing and balancing of subsystems, balancing of general ledger accounts and
financial reporting, all consistent with past practice during the 6 month period prior to the
Closing Date).(d)
    
    At no cost to Buyer, CVG, or any Affiliate of CVG, Seller agrees to reasonably cooperate, at
its own expense, as reasonably requested by Buyer with respect to closing of the accounting books
and records of the Business for the month of January 2011 and the first fiscal quarter of 2011.(e)
    
    Buyer and Seller agree to track post-Closing accounting transactions by date or other means
such that post-Closing accounting transaction can be segregated from pre-Closing accounting
transactions within the respective financial accounting systems being utilized by each of Buyer and
Seller.
 5.10. Accuride Guaranty of Performance.
 (a)
    
    Accuride unconditionally guarantees to Buyer the full and complete performance by Seller of
Sellers obligations to indemnify the Buyer Indemnitees pursuant to the terms and conditions set
forth in Section 6. Accuride hereby waives diligence, presentment, demand of performance, filing
of any claim, any right to require any proceeding first against Seller, protest, notice and all
demands whatsoever in connection with the performance of its obligations set forth in this Section
5.10. Accuride further agrees that the obligations of which it guarantees performance under this
Section 5.10
may be amended, modified, assigned, extended or renewed by Seller, in whole or in part, without
notice or further assent from Accuride, and Accuride will remain bound upon this guarantee
notwithstanding any such amendment, modification, assignment, extension or renewal of any such
obligation. The obligations of Accuride hereunder shall not be affected by (i) the failure of
Buyer to assert any claim or demand or to enforce any right
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 or remedy against Seller under the provisions of this Agreement or any other agreement or
otherwise; (ii) any extension or renewal of any provision hereof or thereof to the extent
agreed to by Seller or Accuride; (iii) the failure of Buyer to obtain the consent of
Accuride with respect to any rescission, waiver, compromise, amendment or modification of
any of the terms or provisions of this Agreement or of any other agreement; (iv) the
release, exchange, waiver or foreclosure of any security held for the guaranteed
obligations or any of them; (v) the failure of Buyer to exercise any right or remedy
against any other guarantor of the guaranteed obligations; or (vi) the release or
substitution of any guarantor. Accuride unconditionally and irrevocably waives each and
every defense and setoff of any nature which, under the principle of guarantee, would
operate to impair or diminish in any way the obligations of Accuride under this guarantee,
other than any defense or setoff available to Seller, and Accuride shall be entitled to use
and benefit from any defenses, rights, setoff or indemnification available to Seller for so
long as Seller is a wholly-owned subsidiary of Accuride. Notwithstanding anything to the
contrary, express or implied, in this Section 5.10, and to confirm the understanding of the
Parties, the obligations and liabilities of Accuride under this guarantee shall not, under
any circumstances, exceed the obligations and liabilities of Seller under this Agreement.
 (b)
    
    Accuride shall at all times cause Seller to perform its obligations set forth in this Section 5
pursuant to their respective terms.
 5.11. Prohibited Transfers of Acquired Assets.
 (a)
    
    Except as otherwise set forth in a written consent executed by Accuride, CVG shall prohibit
Buyer from transferring any material portion (determined individually or in the aggregate) of the
Acquired Assets to any Affiliate of CVG or other third party unless the Liabilities of Buyer,
including the Assumed Liabilities, are simultaneously transferred; provided, however, Buyer may
transfer the Acquired Assets and the Liabilities of Buyer, including the Assumed Liabilities, to a
third party without first obtaining Accurides written consent to the extent such third party has
sufficient net worth and resources to satisfy such Liabilities as determined at the time of
transfer.(b)
    
    CVG shall at all times cause Buyer to perform its obligations set forth in this Section 5
pursuant to their respective terms.
 5.12. Notification of Claims.
 (a)
    
    Buyer and CVG agree to notify Seller of any third party claim against any Buyer Indemnitee
related, directly or indirectly, to any Assumed Liability within ten (10) calendar days of receipt
of notice of such claim. Buyer and CVG shall also provide Seller with a copy of the notice
received by the Buyer Indemnitee along with all documents and materials reasonably related to such
claim.(b)
    
    Seller and Accuride agree to notify Buyer of any claim against any Seller Indemnitee related,
directly or indirectly, to any Assumed Liability within ten (10) calendar days of
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 receipt of notice of such claim. Seller and Accuride shall also provide Buyer with a copy
of the notice received by the Seller Indemnitee along with all documents and materials
reasonably related to such claim.
 5.13. Post-Closing Insurance.
  5.14. Payment of PL Assumed Liabilities and WC Assumed Liabilities.
  6. REMEDIES FOR BREACHES OF THIS AGREEMENT.
 6.1. Survival of Representations and Warranties.
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  6.2. Indemnification by Seller.
  (a)
    
    any inaccuracy in or breach of any of the representations or warranties contained in Section 3
this Agreement;(b)
    
    any breach or non-fulfillment of any covenant, agreement or obligation to be performed by
Seller pursuant to this Agreement that remains uncured for twenty (20) days following the receipt
by Seller of written notice from Buyer of such breach or non-fulfillment;(c)
    
    the fraud of Seller;
(d) any Liability arising from or relating to an Excluded Asset; or(e)
    
    any Excluded Liability.
 6.3. Indemnification by Buyer
  (a)
    
    any inaccuracy in or breach of any of the representations or warranties of Buyer contained in
Section 4 of this Agreement;(b)
    
    any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer
pursuant to this Agreement that remains uncured for twenty (20) days following the receipt by Buyer
of written notice from Seller of such breach or non-fulfillment; or(c)
    
    any Assumed Liability.
 6.4. Certain Limitations.
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 (a)
    
    Seller shall not be liable to any Buyer Indemnitee for indemnification under Section 6.2(a),
and Buyer shall not be liable to any Seller Indemnitee under Section 6.3(a) (i) unless and until
the aggregate amount of all Adverse Consequences in respect of indemnification under either Section
6.2(a) or Section 6.3(a), as applicable, exceeds 1% of the Purchase Price (the Indemnification
Threshold) and then only to the extent that the aggregate amount of all Adverse Consequences
exceeds the Indemnification Threshold, or (ii) for any amount of Adverse Consequences in respect of
indemnification
under Section 6.2(a) or Section 6.3(a), as applicable, in excess of 20% of the Purchase Price (the
Indemnification Cap). Notwithstanding the foregoing, neither the Indemnification Threshold nor
the Indemnification Cap will apply to limit indemnification with respect to Adverse Consequences
arising (x) by reason of any inaccuracy in or breach of a Fundamental Representation; (y) under
Sections 6.2(b), 6.2(c), 6.2(d) or 6.2(e); or (z) under Sections 6.3(b) or 6.3(c).(b)
    
    Seller shall not be liable to any Buyer Indemnitee for indemnification under Section 6.2(e)
with respect to any Assumed Liability Excess unless such claim for indemnification is asserted in
good faith with reasonable specificity (to the extent known at such time) and in writing by notice
from Buyer to Seller on or prior to the date that is the eighteen (18) month anniversary of the
Closing Date.(c)
    
    Seller shall not be liable to any Buyer Indemnitee for any Adverse Consequences to the extent
such Adverse Consequences are included in the calculation of any adjustment to the Preliminary
Purchase Price as finally determined pursuant to Section 2.7 of this Agreement.(d)
    
    Except for (i) indemnification claims pursuant to Section 6.2(c) and (ii) multiple, exemplary,
consequential, special, indirect, or other damages that are not compensatory in nature in an
aggregate amount not to exceed $1,000,000 in excess of the aggregate of all compensatory damages,
Seller shall not be liable to any Buyer Indemnitee for any multiple, exemplary, consequential,
special, indirect, or other damages that are not compensatory in nature. In no event shall Buyer be
entitled to any punitive damages.(e)
    
    Seller shall not be liable to any Buyer Indemnitee under Section 6.2(a) with respect to any
environmental condition or any costs arising out of any environmental condition to the extent
caused, created, aggravated or exacerbated by any Buyer Indemnitee or its agents, contractors, or
employees. Any monitoring, investigation, characterization, abatement, cleanup, remediation,
response, remedial action, corrective action, closure or other similar activity relating to any
obligation, if any, of Seller under Section 6.2 arising from any environmental condition shall be
conducted in a cost-effective and commercially reasonable manner solely for a continued industrial
land use and employing risk-based standards, land use restrictions, environmental covenants,
engineering controls, institutional controls, and the like, to obtain a government no further
action, completion or closure, as applicable, determination.(f)
    
    Notwithstanding anything to the contrary set forth in this Agreement, under no circumstances
shall any Indemnifying Party be liable to any Indemnified Party for indemnification hereunder for
any amount in excess of the Purchase Price.
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 6.5. Matters Involving Third Parties.
 (a)
    
    If any third party notifies any Buyer Indemnitee or Seller Indemnitee (each an Indemnified
Party) with respect to any matter (a Third-Party Claim) that may give rise to a claim for
indemnification against either of Seller or Buyer (the Indemnifying Party) under this Section 6,
then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing;
provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying
Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to
the extent) the Indemnifying Party is thereby prejudiced.(b)
    
    The Indemnifying Party will have the right to defend the Indemnified Party against the
Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party (and
its insurer, if applicable) so long as (i) the Indemnifying Party notifies the Indemnified Party in
writing within 15 days after the Indemnified Party has given notice of the Third-Party Claim that
the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any
Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to,
in the nature of, or caused by the Third-Party Claim, (ii) the Indemnifying Party provides the
Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the
Indemnifying Party will have the financial resources to defend against the Third-Party Claim and
fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only money
damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an
adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the
Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing
business interests or the reputation of the Indemnified Party, and (v) the Indemnifying Party
conducts the defense of the Third-Party Claim actively and diligently.(c)
    
    So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in
accordance with Section 6.5(b) above, (i) the Indemnified Party may retain separate co-counsel at
its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the
Indemnified Party will not consent to the entry of any judgment on or enter into any settlement
with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party
(not to be unreasonably withheld), and (ii) the Indemnifying Party will not consent to the entry of
any judgment on or enter into any settlement with respect to the Third-Party Claim without the
prior written consent of the Indemnified Party (not to be unreasonably withheld).(d)
    
    In the event any of the conditions in Section 6.5(b) above is or becomes unsatisfied, however,
(i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter
into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate
(and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying
Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party
promptly and periodically for the costs of defending against the Third-Party Claim (including
attorneys fees and expenses), and (iii) the Indemnifying Party will remain responsible for any
Adverse
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 Consequences the Indemnified Party may suffer resulting from, arising out of, relating to,
in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this
Section 6.
 6.6. Determination of Adverse Consequences.
  6.7. Recoupment Against Escrow Agreement.
  6.8. Net of Insurance.
  6.9. Exclusive Remedy.
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 7. MISCELLANEOUS.
 7.1. No Third-Party Beneficiaries.
  7.2. Entire Agreement.
  7.3. Succession and Assignment.
  7.4. Counterparts.
  7.5. Headings.
  7.6. Notices.
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 If to Seller:
    
    Copy (which shall not constitute notice) to:Bostrom Seating, Inc.
    
    Snell & Wilmer L.L.P.c/o Accuride Corporation
    
    Gateway Tower West7140 Office Circle
    
    15 West South TempleEvansville, IN 47715-8235
    
    Suite 1200Facsimile: (812) 962-5429
    
    Salt Lake City, UT 84101-1531Attn: General Counsel
    
    Facsimile: (801) 257-1800Attn: John G. Weston, Esq.If to Accuride:
    
    Copy (which shall not constitute notice) to:Accuride Corporation
    
    Snell & Wilmer L.L.P.7140 Office Circle
    
    Gateway Tower WestEvansville, IN 47715-8235
    
    15 West South TempleFacsimile: (812) 962-5429
    
    Suite 1200Attn: General Counsel
    
    Salt Lake City, UT 84101-1531Facsimile: (801) 257-1800Attn: John G. Weston, Esq.If to Buyer:
    
    Copy (which shall not constitute notice) to:CVG Alabama, LLC
    
    Kegler, Brown, Hill & Ritter Co., LPAc/o Commercial Vehicle Group, Inc.
    
    65 East State Street, Suite 18007800 Walton Parkway
    
    Columbus, Ohio 43215New Albany, Ohio 43054
    
    Attn: S. Martijn Steger, Esq.Attn: Chad Utrup, CFOIf to CVG:
    
    Copy (which shall not constitute notice) to:Commercial Vehicle Group, Inc.
    
    Kegler, Brown, Hill & Ritter Co., LPA7800 Walton Parkway
    
    65 East State Street, Suite 1800New Albany, Ohio 43054
    
    Columbus, Ohio 43215Attn: Chad Utrup, CFO
    
    Attn: S. Martijn Steger, Esq.
  7.7. Governing Law.
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  7.8. Amendments and Waivers.
  7.9. Severability.
  7.10. Expenses.
  7.11. Construction.
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 7.12. Incorporation of Schedules.
  7.13. Submission to Jurisdiction.
  7.14. Tax Matters.
 (a)
    
    Any agreement between Seller and any Affiliate of Seller regarding allocation or payment of
Taxes or amounts in lieu of Taxes shall be deemed terminated at and as of the Closing.(b)
    
    Seller will be responsible for the preparation and filing of all Tax Returns for Seller for all
periods as to which Tax Returns are due after the Closing Date (including the consolidated,
unitary, and combined Tax Returns for Seller that include the operations of Seller for any period
ending on or before the Closing Date). Seller will make all payments required with respect to any
such Tax Return.(c)
    
    Buyer and Seller agree to utilize, or cause their respective Affiliates to utilize, the
standard procedure set forth in Rev. Proc. 2004-53 with respect to wage reporting.
 7.15. Public Announcements and Press Releases
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Buyer:
    
    
    
    
    
    Seller:CVG Alabama, LLC
    
    
    
    
    
    Bostrom Seating, Inc.By:
    
    /s/ Chad M. Utrup
    
    
    
    
    
    By:
    
    /s/ James H. Woodward, Jr.Title:
    
    Chief Financial Officer
    
    
    
    
    
    Title:
    
    Vice President-DirectorCVG (solely with respect to Section 5.11,
5.12, 5.13 and 7.15):
    
    
    
    
    
    Accuride (solely with respect to Section 5.5,
5.6, 5.10, 5.12 and 7.15):Commercial Vehicle Group, Inc.
    
    
    
    
    
    Accuride CorporationBy:
    
    /s/ Chad M. Utrup
    
    
    
    
    
    By:
    
    /s/ James H. Woodward, Jr.Title:
    
    Chief Financial Officer
    
    
    
    
    
    Title:
    
    Vice President-Director




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 Schedule of Definitions
 Accuride
 Acquired Assets Exhibit
 Adverse Consequences
 Affiliate
 Agreement
 Assumed Liabilities
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  Assumed Liabilities Cap
 Assumed Liabilities Excess
 Basis
 Business
 Business Continuity Pla
 Business Day
 Buyer
 Buyer Indemnitee(s)
 Buyers Savings Plan
 Cash
 Change of Control
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  Closing
 Closing Date
 Closing Date Balance Sheet
 Closing Payment
 COBRA
 Code
 Confidential Information
 Current Assets
 Current Liabilities
 CVG
 Data Room
 Disclosure Schedule
 Disputed Amounts
 Dissolution Note
 Draft Closing Date Balance Sheet
 Employee Benefit Plan
 Employee Pension Benefit Plan
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 Employee Welfare Benefit Plan
 Encumbrance Document
 Environmental, Health, and Safety Requirements
 ERISA
 ERISA Affiliate
 Escrow Agent
 Escrow Agreement Exhibit A
 Escrow Amount
 Estimated Allocation Schedule
 Estimated Net Working Capital Lower Collar
 Estimated Net Working Capital Upper Collar
 Excluded Assets Exhibit
 Excluded Liability
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 less
 Federal and State Tax Package
 Fiduciary
 FIRPTA Affidavit
 Final Allocation Schedule
 Financial Statements
 Fundamental Representations
 GAAP
 Improvements
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  Indemnification Cap
 Indemnification Threshold
 Indemnified Party
 Indemnifying Party
 Intellectual Property
 IT Assets
 Knowledge
 Leased Real Property
 Liability
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 Lien
 Licensed Use
 Material Adverse Effect Material Adverse Change
 Most Recent Balance Sheet
 Most Recent Financial Statements
 Most Recent Fiscal Year End
 Multiemployer Plan
 Net Working Capital
 Ordinary Course of Business
 Party
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 Permitted Lien
 Person
 PL Assumed Liabilities Exhibit A less plus
 Post-Closing Date Adjustment Amount
 Preliminary Purchase Price
 Prohibited Transaction
 Purchase Price
 Real Estate Impositions
 Real Property
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  Real Property Laws
 Real Property Permits
 Securities Exchange Act
 Seller
 Seller Indemnitee(s)
 Sellers Savings Plan
 Source Code Object Code
 Tax Taxes
 Tax Return
 Third-Party Claim
 Title Commitment EXHIBIT F
 Transferred Employee
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 Transition Services Agreement
 WARN Act
 WC Assumed Liabilities less plus
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