SYPRIS
SOLUTIONS, INC.
OFFER
TO EXCHANGE CERTAIN UNEXERCISED VESTED OPTIONS
NOTICE
OF WITHDRAWAL
To Sypris
Solutions, Inc.:
I
previously signed, dated and returned an Election Form in which I elected to
accept Sypris’ Offer to Exchange Certain Unexercised Vested Options dated March
31, 2008 (the “Offer”). (Defined terms not explicitly defined herein
shall have the same definitions as in the Offer.)
I now withdraw my previous Election
Forms and reject the Offer, in its
entirety. By
rejecting the Offer I understand that I will not receive any New Shares or New
Options, and that I will keep my Eligible Options instead. These options will
continue to be governed by the equity plans under which these options were
granted and the existing option agreements between Sypris and me. I
understand that I may change this election, and once again accept the Offer,
only by delivering a new Election Form prior to the Expiration
Date.
I have
completed and signed the following exactly as my name appears on my original
Election Form.
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Optionee
Signature
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Employee
ID or Social Security Number
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Optionee
Name (Please print)
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E-mail
Address Date
and Time
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THIS
NOTICE OF WITHDRAWAL MUST BE RECEIVED BY SYPRIS
BEFORE 5:00 PM EASTERN TIME ON MAY 12, 2008. WE WILL CONFIRM
RECEIPT VIA EMAIL WITHIN 3 BUSINESS DAYS.
INSTRUCTIONS
TO THE NOTICE OF WITHDRAWAL
1. Delivery of Notice of
Withdrawal.
This
Notice of Withdrawal (properly completed and executed) must be RECEIVED by
Sypris at 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222, via hand
delivery, express courier, interoffice mail or facsimile at (502) 329-2036,
on or before 5:00 p.m. Eastern Time on May 12, 2008.
You should
not fill out this Notice
of Withdrawal unless you wish to cancel all earlier Election Forms. For example,
if you wish to change your election only with respect to one or two, but not
all, of your Eligible Grants, then you should complete and deliver a new
Election Form instead. After you have withdrawn your Election Forms using
this Notice of Withdrawal, you still may change your mind and re-accept the
Offer by delivering a new signed and dated Election Form to the Company at any
time prior to the Expiration Date.
2. Other
Information on This Notice of Withdrawal. In
addition to signing this Notice of Withdrawal, you must print your name and
indicate the date and time at which you signed. You must also include your email
address and your employee identification number or your social security number,
as appropriate.
3. Requests for
Assistance or Additional Copies. Any
questions or requests for assistance, as well as requests for additional copies
of the Offer to Exchange or this Notice of Withdrawal, should be directed to
Andrea Luescher at Sypris, 101 Bullitt Lane, Suite 450, Louisville, Kentucky
40222, telephone number (502) 329-2029.