Power of Attorney
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of J. Brett McBrayer, Michael G. McAuley and Seth Popick, or
either of them acting singly, and with full power of substitution and re-
substitution, the undersigned's true and lawful attorney-in-fact (each of such
persons and their substitutes being referred to herein as the "Attorney-in-
Fact"), with full power to act for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to:
1. Prepare, execute, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required or considered by the Attorney-in-Fact to be advisable
under Section 13 or Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act") or any rule or regulation of the SEC;
2. Prepare, execute and submit to the SEC, Ampco-Pittsburgh Corporation
(the "Company"), and/or any national securities exchange on which the
Company's securities are listed any and all reports (including any
amendments thereto) the undersigned is required to file with the SEC,
or which the Attorney-in-Fact considers it advisable to file with the
SEC, under Section 13 or Section 16 of the Exchange Act or any rule or
regulation thereunder, or under Rule 144 under the Securities Act of
1933 ("Rule 144"), with respect to the any security of the Company,
including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3. Obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers,
dealers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information
provided to such Attorney-in-Fact without independent verification
of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf
of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact,
in his or her discretion, deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements
of Section 13 or Section 16 of the Exchange Act or Rule 144, any
liability of the undersigned for any failure to comply with such
requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations
under Section 13 or Section 16 of the Exchange Act, including,
without limitation, the reporting requirements under Section 13 or
Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of
Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
July 25, 2022.
/s/ J. Brett McBrayer
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Signature
Dates Referenced Herein and Documents Incorporated by Reference
