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less than the Net Working Capital Target and minus (vi) the unpaid Company Transaction Expenses as of the Closing Date.

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changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to Newco, the Company and the Sold Subsidiaries or the Businesses or their assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities (other than those facts or circumstances, as the case may be, that are unique or particular to the assets or liabilities acquired directly or indirectly pursuant to the transactions contemplated by this Agreement).

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items to which Seller objects (the "Disputed Items"), Seller's proposed alternative calculation for each such Disputed Item and Seller's proposed recalculated Closing Consideration. Seller and Buyer shall negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) calendar days after the delivery of the Objections Statement to Buyer, Seller and Buyer shall submit any unresolved Disputed Items to PricewaterhouseCoopers LLP; provided, however, that, if PricewaterhouseCoopers LLP is unable or unwilling to serve in such capacity, Seller and Buyer shall submit any unresolved Disputed Items to an alternative mutually agreed upon independent accounting or valuation firm of national reputation (PricewaterhouseCoopers LLP or such alternative firm, the "Firm"). Each party may furnish to the Firm such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The Firm shall resolve each unresolved Disputed Item based solely on the calculation methodology and definitions set forth in this Agreement and upon supporting material provided by Buyer and Seller and not pursuant to any independent review and may not assign a value to any particular unresolved Disputed Item greater than the greatest value for such unresolved Disputed Item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Firm. Seller and Buyer shall use their respective commercially reasonable efforts to request that the Firm resolve such unresolved Disputed Items and notify them in writing of such resolution as soon as practicable, but in any event within thirty (30) calendar days after the date on which the Firm is first retained. The decision of the Firm regarding each of the unresolved Disputed Items and the resulting Final Closing Consideration shall be final, binding and non-appealable by the parties hereto. Each party shall bear its own costs and expenses in connection with the resolution of such unresolved Disputed Items by the Firm. The fees and expenses of the Firm shall be borne on a proportionate basis by Buyer and Seller based on the inverse proportion of the respective percentages of the dollar value of unresolved Disputed Items determined in favor of Buyer and Seller, respectively. Seller and Buyer shall, and Buyer shall cause Newco and the Sold Subsidiaries to, cooperate reasonably with the Firm and respond on a timely basis to all reasonable requests for information or access to documents or personnel made by the Firm, all with the intent to fairly and in good faith resolve all unresolved Disputed Items as promptly as reasonably practicable. Once all Disputed Items are resolved, the calculation of the Net Working Capital, Cash on Hand, Indebtedness, Company Transaction Expenses and resulting recalculated Closing Consideration on the Closing Statement shall be adjusted, as appropriate, to reflect (a) any resolution of Disputed Items as agreed between Buyer and Seller or (b) any determination of Disputed Items by the Firm, and the Closing Statement and the calculation of the Net Working Capital, Indebtedness, Company Transaction Expenses and resulting recalculated Closing Consideration thereon (in each case, as so adjusted) shall be final, binding and non-appealable by the parties hereto.

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Estimated Closing Consideration then, within five (5) Business Days after the determination of the Final Closing Consideration, Buyer shall pay to Seller, by wire transfer of immediately available funds, an amount equal to the Final Closing Consideration less the Estimated Closing Consideration.

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date of the Closing occur prior to day that is thirty (30) days from the date hereof. The date of the Closing is herein referred to as the "Closing Date." The Closing shall be deemed to occur at, and the calculation of all amounts in respect of the Closing Consideration shall be made as of, 12:01 a.m. prevailing Eastern time on the Closing Date.

6.01     Conduct of the Businesses.

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6.02     Access. From the date hereof until the Closing Date, Seller shall, and shall cause its Affiliates to, provide Buyer and its authorized representatives with reasonable access, during normal business hours, upon reasonable notice and in a manner so as not to interfere unreasonably with the normal business operations of the Company and the Sold Subsidiaries, to the offices, properties, books and records of the Company and the Sold Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and the Sold Subsidiaries (except that Buyer shall conduct no environmental investigation, sampling or testing of soil, groundwater, building materials or other environmental media including of the sort commonly referred to as a "Phase II environmental assessment"). Each party shall comply with, and shall cause such party's Representatives to comply with, all of their obligations under the Confidentiality Agreement, dated March 18, 2014, between Buyer and Parent (the "Confidentiality Agreement"), with respect to the information disclosed pursuant to this Section 6.02, and such Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

6.03     Regulatory Filings.

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in any meeting or telephonic conference with any Governmental Body in respect of such filings and submissions unless it consults with Buyer in advance and, to the extent permitted by such Governmental Body, gives Buyer the opportunity to attend and participate thereat. H&H Group and Seller shall coordinate and cooperate with Buyer in exchanging such information and providing such assistance as Buyer may reasonably request in connection with the foregoing.

6.04     Conditions. Subject to the terms and conditions herein provided, from the date hereof until the earlier of the termination of this Agreement or the Closing Date, H&H Group and Seller shall use, and shall cause Newco, the Company and the Sold Subsidiaries to use, their commercially reasonable efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under any applicable Law or otherwise, and cause its respective Affiliates representatives to, cooperate fully to that end, so as to, as promptly as practicable, consummate the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, H&H Group and Seller shall, and shall cause Newco, the Company and the Sold Subsidiaries to, (A) use commercially reasonable efforts (to the extent reasonably in such Person's control) to cause the conditions set forth in Sections 2.01(a), (b), (c), (d), (f), (g), (h), (i), (j), (k) and (l) and Section 2.02(i)(A) hereof to be satisfied and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 2.01 (other than those to be satisfied by actions taken at the Closing), and (B) use commercially reasonable efforts to obtain all consents, waivers, confirmations, novations and approvals of third parties that H&H Group, Seller, Newco, the Company or any Sold Subsidiary is required to obtain under

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any Contract to which any of the foregoing is bound in order to consummate the transactions contemplated hereby and maintain such consents, waivers, confirmations, novations and approvals, as applicable, in full force and effect once obtained. The parties hereto acknowledge and agree that nothing contained in this Section 6.04 shall limit, expand or otherwise modify in any way any efforts standard(s) expressly applicable to any of Seller's or the Company's obligations under this Agreement.

6.05     Notification. From the date hereof until the Closing Date, H&H Group shall disclose to Buyer in writing any variances or inaccuracies from the representations and warranties contained in Article 3 or Article 4 hereof, and any breach of the covenants in this Agreement made by H&H Group or Seller; provided, however, that such disclosures shall not be deemed to amend or supplement the applicable Disclosure Schedule(s) for purposes of the conditions to the Closing set forth in Section 2.01(a) or Buyer's ability to terminate this Agreement pursuant to Section 8.01(b) nor shall they be deemed to cure any misrepresentation or breach that otherwise might have existed hereunder by reason of such variance, inaccuracy or breach, and Buyer's right to make a claim (whether for indemnification or otherwise) against Seller or H&H Group for any such variance, inaccuracy or breach shall in no way be restricted or limited by any such disclosure.

6.06     Sensitive Information. Notwithstanding the obligations set forth in this Agreement to the contrary, H&H Group, Seller and its Subsidiaries may withhold from Buyer (a) any document or information that is subject to the terms of a confidentiality agreement with a third party or (b) such portions of documents or information relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, in the reasonable judgment of H&H Group based on the advice of its outside counsel, is necessary under applicable Law, including any competition or antitrust Law; provided, however, that H&H Group will promptly notify Buyer if any information is withheld pursuant to this Section 6.06(b) and will use commercially reasonable efforts to (i) deliver such information in an alternative format, (ii) to deliver such information to Buyer's outside counsel and marked "outside counsel only" (in which case Buyer shall direct its outside counsel to not to disclose such information to Buyer's employees, officers or directors without the prior written consent of H&H Group), or (iii) deliver substitute information, in each case to the extent reasonably necessary to avoid violation of any such Law.

6.07     Financial Statements Cooperation. From and after the date hereof (including after the Closing Date), to the extent reasonably requested by Buyer, H&H Group and its Affiliates shall reasonably and timely cooperate with Buyer's efforts to prepare (in accordance, as applicable, with an engagement letter contemplated to be executed between Buyer and BDO USA, LLP on or about the date hereof, which shall be in substantially the same form as previously provided to H&H Group), the historical and pro forma financial statements of Newco and the Sold Subsidiaries as of and for periods prior to the Closing Date that Buyer is required to file with the United States Securities and Exchange Commission with respect to Newco, the Company and the Sold Subsidiaries after the Closing Date.  Such cooperation shall include providing reasonable audit support and documentation, reasonable access to employees of H&H Group and its Affiliates and coordination with outside parties, including but not limited to legal counsel and insurance broker;  provided, however, that, (a) the cooperation of H&H Group and its Affiliates shall be provided during regular business hours and shall not unreasonably interfere

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 with the business or operations of H&H Group or its Affiliates and shall be at the sole cost and expense of Buyer (and any fees and expenses incurred in connection therewith shall not be Seller Transaction Expenses and shall be promptly reimbursed by Buyer, including in the event of termination of this Agreement by either Buyer or H&H Group as provided in Section 8.01) and (b) H&H Group and its Affiliates shall have no obligation to retain or engage any third party accountants or other outside advisors in connection with such cooperation and shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations, warranties or covenants or deliver any legal opinions or certificates in support thereof or in connection therewith, other than, to the extent necessary, customary insurance certificates and legal audit letters, and similar customary documentation. Without limiting the obligations of H&H Group and its Affiliates under this Section 6.07, Buyer hereby acknowledges and agrees that Buyer's obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such financial statements.

6.08     Company Transaction Expenses. H&H Group shall pay and discharge all Company Transaction Expenses, and Buyer, Newco, the Company and the Sold Subsidiaries shall have no Liability for any Company Transaction Expenses.

6.09     Real Property.  From and after the date hereof through the Closing Date, (a) H&H Group shall, and shall cause Seller, the Company and the Sold Subsidiaries to, use commercially reasonable efforts to maintain the Real Property in substantially the same or better condition as existed on the date of this Agreement, ordinary wear and tear excepted, and shall not demolish, alter or remove any of the existing improvements or erect new improvements on the Real Property or any portion thereof, without the prior written consent of Buyer and (b) H&H Group shall, and shall cause Newco, the Company and the Sold Subsidiaries to, reasonably cooperate with Buyer in seeking to obtain a title commitment from Chicago Title Insurance Company for an ALTA 2006 Form of owner's title policy showing title to each Owned Real Property, an ALTA/ACSM Land Title Survey of each Owned Real Property prepared by a surveyor duly licensed in the state where such Owned Real Property is located and a current zoning report from a nationally-recognized zoning information services provider with respect to each Owned Real Property; provided, however, that, with respect to the foregoing subsection (b) of this Section 6.09, H&H Group's, Seller's, Newco's, the Company's and the Sold Subsidiaries' obligations thereunder shall be at the sole cost and expense of Buyer (other than with respect to any action taken at Seller's election to satisfy the condition set forth in Section 2.01(h)(i)); provided, further, that other than to the extent elected by Seller in order to satisfy the condition set forth in Section 2.01(h)(i), none of none of H&H Group, Seller, the Company nor the Sold Subsidiaries shall be required in connection with the issuance of any such title insurance commitment or policy to indemnify any title insurance company or its agents, or any escrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with any representations or statements set forth therein. Without limiting the obligations of H&H Group, Seller, Newco, the Company and the Sold Subsidiaries under Section 6.09(b), and subject to the provisions of Section 2.01(h)(i), Buyer hereby acknowledges and agrees that Buyer's obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such title commitment, survey or zoning report.

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6.10     Exclusivity.  From the date hereof until the earlier of (a) the Closing or (b) the termination of this Agreement in accordance with Article 8 (such period, the "Exclusivity Period"), H&H Group shall not, and shall cause its Affiliates to not, and shall use its best efforts to ensure that H&H Group's respective officers, directors, members, agents and affiliates do not, directly or indirectly, (i) solicit, (ii) encourage the submission of offers or proposals from any Person (including by way of providing any non-public information concerning H&H Group to any Person, or otherwise) with respect to, (iii) initiate or participate in any negotiations or discussions regarding, or (iv) enter into (or authorize) any agreement or agreement in principle with respect to, any expression of interest, offer or proposal to acquire or any acquisition of all or any material portion of the assets comprising the Businesses, whether by stock purchase, merger, consolidation, purchase of assets, tender offer or otherwise (an "Alternative Transaction") during the Exclusivity Period. During the Exclusivity Period, H&H Group shall (and H&H Group shall use its best efforts to ensure that its controlled Affiliates, officers, directors, members and agents) cease all such activities that may be taking place on the date hereof.  During the Exclusivity Period, H&H Group shall promptly (but in any event within forty-eight (48) hours) notify Buyer regarding any contact between H&H Group and a Person or any of such Person's officers, directors, agents or affiliates that makes an offer, proposal or inquiry with respect to an Alternative Transaction with H&H Group.

6.11     Covenant Not to Compete.  From the Closing Date until the fifth (5th) anniversary of the Closing Date (the "Non-Compete Period"), H&H Group shall not, and shall cause Handy & Harman Ltd., a Delaware corporation ("Parent"), and each of Parent's other consolidated Subsidiaries other than H&H Group (together with Parent and H&H Group, the "Restricted Parties") to not, directly or indirectly, in any manner (whether on his, her or its own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), anywhere in any jurisdiction where Newco, the Company or any Sold Subsidiary conducts its Businesses as of the date hereof or as of the Closing Date, engage directly or indirectly in the Businesses or any business that competes with the Businesses, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, investor, agent, representative or otherwise), render services for or consult with any Person that is engaged in the Businesses or in any activity that competes directly or indirectly with the Businesses; provided, however, that the foregoing shall not be construed to prohibit or restrict (i) any investment by any Restricted Party in any class of equity securities of any Person engaged in the Businesses so long as such Restricted Party does not hold at any time during the Non-Compete Period more than ten percent (10%) of such class of equity securities of such Person, (ii) any investment by any Restricted Party in any class of equity securities of any Person engaged in the Businesses so long as the Businesses accounted for less than twenty percent (20%) of such Person's total revenues (based on its most recent available annual financial statements at the time of such investment), (iii) any investment through a fund or similar blind-pool investment vehicle (other than a fund or investment vehicle controlled by a Restricted Party) by any Restricted Party in any class of equity securities of any Person engaged in the Businesses so long as (x) no Restricted Party has the power to direct or cause the direction of the actions, management or policies of such entity and (y) no Restricted Party holds at any time during the Non-Compete Period fifty percent (50%) or more of such class of equity securities of such Person.

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6.12     Covenant Not to Solicit.  From the Closing Date until the second (2nd) anniversary of the Closing Date, each Restricted Party shall not, directly or indirectly, in any manner (whether on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), (a) hire or engage or recruit, solicit or otherwise attempt to employ or engage or enter into any business relationship with any executive officer or manager employed by Buyer or its Subsidiaries (including, for the avoidance of doubt, Newco, the Company and the Sold Subsidiaries), or induce or attempt to induce any Person to leave such employment, (b) in any way tortiously interfere with the relationship between Buyer or its Subsidiaries and any employee, customer, sales representative, broker, supplier, licensee or other business relation (or any prospective customer, supplier, licensee or other business relationship) of Buyer or its Subsidiaries (including by making any negative or disparaging statements or communications regarding Buyer and its Subsidiaries or any of their operations, officers, directors or investors) or (c) recommend, or provide any reference to a third party for, any employee of Newco, the Company or any of the Sold Subsidiaries; provided, however, that the foregoing shall not be construed to prohibit (x) general advertisements and solicitations (including by third-party recruiter contacts) or other broad-based hiring methods not specifically targeted to any particular employee or group of employees, unless such advertisement, solicitation or other hiring method is undertaken as a means to circumvent the restrictions contained in, or conceal a violation of, this Section 6.12, or from hiring any Person who responds to such advertisement, solicitation or other hiring method (y) soliciting for hire, hiring, recommending or providing any reference to a third party for any Person who at such time is no longer an employee of Buyer or its Subsidiaries.

6.13     Confidentiality.  H&H Group acknowledges that the success of the Businesses after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by H&H Group, that the preservation of the confidentiality of such information by Seller is an essential premise of the bargain between H&H Group and Buyer, and that Buyer would be unwilling to enter into this Agreement in the absence of this Section 6.13.  Accordingly, H&H Group hereby agrees that, for a period commencing on the Closing Date and ending on the date that is two (2) years following the date of the expiration of the Confidentiality Agreement under the terms of the Confidentiality Agreement as in effect as of the date hereof, H&H Group shall not, and shall cause its Subsidiaries and Affiliates not to, and shall use its commercially reasonable efforts to cause its and their respective representatives not to, directly or indirectly, without the prior written consent of Buyer, disclose to any Person other than its Subsidiaries, or use in a manner that would result in a breach of any of H&H Group's covenants hereunder, any Confidential Information. For purposes of this Section 6.13, "Confidential Information" means any information that is treated as confidential or proprietary by Newco, the Company or any of the Sold Subsidiaries, including their respective trade secrets, customer lists and pricing information; provided, however, that "Confidential Information" shall not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof), or obtained from a source on a non-confidential basis after the Closing (other than Newco, the Company, the Sold Subsidiaries or any Business Employees). Further, the provisions of this Section 6.13 will not prohibit any retention of copies of records or disclosure (a) required by any applicable Law (other than federal and state securities Laws) so long as reasonable prior notice is given to Buyer and Newco of such disclosure and a reasonable opportunity is afforded to Buyer and Newco to contest the same, (b) required by any federal or state securities Laws, (c) or use of information delivered or made available pursuant to Sections

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7.05 and 9.12 or otherwise contemplated or permitted under this Agreement (but solely to the extent such use is reasonably related to the purposes pursuant to which access to or delivery of such information is granted under any such applicable provision of this Agreement), or (d) made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated hereby or the defense of such enforcement by any other party.  It is acknowledged and agreed that H&H Group and its Subsidiaries have been involved in businesses that are similar to the Businesses and that such involvement has inevitably enhanced their knowledge and understanding of the industry in which Newco, the Company and the Sold Subsidiaries operate in a way that cannot be separated from other knowledge, and, accordingly, this Section 6.13 shall not preclude, prohibit or restrict H&H Group and its Subsidiaries from using such general knowledge and understanding of Newco's, the Company's and the Sold Subsidiaries' industry so long as H&H Group and its Subsidiaries do not disclose any Confidential Information.

6.14     Labor Relations Matters.  From the date hereof until the Closing Date, H&H Group shall, and shall cause Seller, Newco, the Company and the Sold Subsidiaries to, coordinate in advance with Buyer in connection with any communications about the transactions contemplated by this Agreement with any employees or labor unions of Newco, the Company or any of the Sold Subsidiaries and will provide Buyer the reasonable opportunity to send representatives to attend any meetings with employees or labor unions regarding the transactions contemplated by this Agreement.

6.15     Financial Resources.  From and after the Closing Date, H&H Group shall keep available sufficient financial resources to satisfy its indemnity obligations hereunder.

6.16     Termination of Inter-Company Liabilities.  Prior to the Closing H&H Group shall cause the termination of all Liabilities existing between H&H Group and its Affiliates (other than Newco, the Company and the Sold Subsidiaries), on the one hand, and Newco, the Company or any Sold Subsidiary, on the other hand, and such termination, in and of itself, will create no Liability to Buyer or any of its Affiliates from and after the Closing.

6.17     Change of Name of Arlon India.  As promptly as reasonably practicable following the Closing Date, H&H Group shall take such actions as are necessary to change the name of Arlon India to a name that does not include the word "Arlon" or any confusingly similar name or derivative thereof.

ARTICLE 7

COVENANTS OF BUYER

7.01     Notification.  From the date hereof until the Closing Date, Buyer shall disclose to H&H Group in writing (a) any variances or inaccuracies from the representations and warranties contained in Article 5 hereof, and (b) and any breach of the covenants in this Agreement made by Buyer; provided, however, that such disclosures in subsections (a) and (b) of this Section 7.01 shall not be deemed to cure any misrepresentation or breach that might have existed hereunder by reason of such variance, inaccuracy or breach, including for  purposes of the conditions to the Closing set forth in Section 2.02(a) or H&H Group's ability to terminate this

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Agreement pursuant to Section 8.01(c), and H&H Group's and Seller's right to make a claim (whether for indemnification or otherwise) against Buyer for any such variance, inaccuracy or breach shall in no way be restricted or limited by any such disclosure.

7.02     Regulatory Filings.

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permitted by such Governmental Body, gives H&H Group the opportunity to attend and participate thereat.

7.03     Conditions. Subject to the terms and conditions herein provided, from the date hereof until the earlier of the termination of this Agreement or the Closing Date, Buyer shall use commercially reasonable efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under any applicable Law or otherwise, and cause its Affiliates representatives to, cooperate fully to that end, so as to, as promptly as practicable, consummate the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, Buyer shall (A) use commercially reasonable efforts to cause (to the extent reasonably in Buyer's control) the conditions set forth in Section 2.02(a), (b), (d), (g), (h) and (i) hereof to be satisfied and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 2.02 (other than those to be satisfied by actions taken at the Closing), (B) cooperate reasonably with H&H Group, Seller, the Company, Newco and the Sold Subsidiaries in their effort to obtain all consents, waivers, confirmations, novations and approvals of third parties that H&H Group, Seller, the Company, Newco or any Sold Subsidiary is required to obtain under any Contract to which any of the foregoing is bound in order to consummate the transactions contemplated hereby and, once the same are obtained, cooperate reasonably with H&H Group, Seller, the Company, Newco and the Sold Subsidiaries in maintaining in full force and effect such consents, waivers, confirmations, novations and approvals, as applicable, and (C) use reasonable best efforts to obtain, prior to the Closing, Buyer's Title Policy; provided, however, in no event shall Buyer's obligations under this clause (C) obligate Buyer to indemnify any title insurance company or its agents, or any escrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with any representations or statements set forth therein.  The parties hereto acknowledge and agree that nothing contained in this Section 7.03 shall limit, expand or otherwise modify in any way any efforts standard(s) expressly applicable to any of Buyer's obligations under this Agreement.

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7.04     Contact with Business Relations. Prior to the Closing, Buyer and its representatives shall contact and communicate with the employees, customers, suppliers and other material business relations of H&H Group, Seller, Company, Newco and the Sold Subsidiaries in connection with the transactions contemplated hereby only with the prior written consent of H&H Group (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not prohibit Buyer and its representatives from contacting the customers, suppliers and other material business relations of H&H Group, Seller, Company, Newco and the Sold Subsidiaries in the ordinary course of Buyer's business and not related to H&H Group, Seller, the Company, Newco, the Sold Subsidiaries or the transactions contemplated by this Agreement.

7.05     Access. From and after the Closing, Buyer shall cause Newco, the Company and the Sold Subsidiaries to provide H&H Group and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours upon reasonable notice and in a manner so as not to interfere unreasonably with the normal business operations of Buyer, Newco, the Company and the Sold Subsidiaries to the personnel, books and records of Newco, the Company and the Sold Subsidiaries with respect to periods or occurrences prior to the Closing Date in connection with (a) the preparation of Tax Returns, or (b) compliance, financial reporting (including financial audits of historical information) and accounting matters and (c) any indemnity claim pursuant to the indemnification provisions hereunder; provided, that nothing in this Section 7.05 shall obligate Buyer to disclose any information if the disclosure of such information would (i) reasonably be expected to cause such information to lose the protections of attorney-client privilege arising after the Closing or (ii) violate any confidentiality obligations arising prior to the Closing between Buyer, Newco, the Company or any Sold Subsidiary and an unaffiliated third party (provided, that Buyer shall, without being required to pay any out-of-pocket costs or expenses other than those dictated by the applicable agreement pursuant to which such confidentiality obligations arise, use its reasonable efforts to obtain waivers and consents necessary or appropriate to provide such information as is reasonably requested by Seller). Without limiting the foregoing, within ten (10) Business Days after the Closing, Buyer shall provide H&H Group with a final, year-to-date trial balance for Newco, the Company and the Sold Subsidiaries through the Closing Date, which trial balance shall be prepared on a basis consistent with the Financial Statements and the Company's historical practices.  Unless otherwise consented to in writing by H&H Group, Buyer shall not, and shall not permit the Company, Newco or any of its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records of the Company, Newco or its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to H&H Group and offering to surrender to H&H Group such books and records or such portions thereof. The provisions of this Section 7.05 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Buyer, Newco, the Company and their Subsidiaries and Affiliates, as the case may be.

7.06     Director and Officer Liability and Indemnification.

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incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing.

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assume the obligations set forth in this Section 7.06. The provisions of this Section 7.06 shall survive the consummation of the transactions contemplated by this Agreement, shall be binding on all successors and assigns of Buyer, Newco, the Company and their Subsidiaries and Affiliates, as the case may be, and are expressly intended to benefit each of the D&O Indemnified Persons.

7.07     Employment and Benefit Arrangements.

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7.09     Signing Date Representations Letter.  Promptly, but in any event within two (2) Business Days following the date of this Agreement, Buyer shall deliver to H&H Group an executed copy of the Signing Date Representations Letter deliverable to the insurance carrier underwriting the R&W Policy (the "Signing Date Representations Letter").

7.10     Canadian Plans.  With respect to the '548 Plan, Buyer hereby agrees that neither it nor any of its Subsidiaries will amend, supplement or withdraw any of the paperwork submitted to the Canadian Revenue Agency and Financial Services Commission or otherwise take any action that would reasonably be expected to impede the transfer of the '548 Plan from

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the Company to Atlantic.  With respect to the '160 Plan, Buyer hereby agrees that neither it nor any of its Subsidiaries will amend, supplement or withdraw any of the paperwork submitted to the Canadian Revenue Agency and Financial Services Commission or otherwise take any action that would reasonably be expected to impede the wind-down of the '160 Plan. Without limiting the foregoing, from and after the Closing neither Buyer nor any of its Affiliates shall contact or otherwise communicate with the Canadian Revenue Agency and Financial Services Commission with respect to the '160 Plan or the '548 Plan without the consent of H&H Group (such consent not to be unreasonably withheld, conditioned or delayed), or otherwise take any action with respect to the '160 Plan or the '548 Plan.

ARTICLE 8

TERMINATION

8.01     Termination. This Agreement may be terminated at any time prior to the Closing:

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2015 (the "Outside Date"); provided, however, that if on the Outside Date all conditions set forth in Sections 2.01 and 2.02 (other than those set forth in Sections 2.01(e) and 2.02(e) and those that are to be satisfied by actions to be taken at the Closing) are satisfied or waived, except that if either Buyer has failed to timely comply with its obligations under the second sentence of Section 7.02(b) or H&H Group has failed to timely comply with its obligations under the second sentence of Section 6.03(b), then any party that has failed to so timely comply shall have no right to terminate this Agreement pursuant to this Section 8.01(d) until the earlier of (i) the date that is thirty-five (35) calendar days after the date on which such party has complied with such applicable obligation or (ii) the date that is seven (7) months following the date of this Agreement; provided, further, however, that neither H&H Group nor Buyer shall be entitled to terminate this Agreement pursuant to this Section 8.01(d) if such party's (or, in the case of H&H Group, Seller's) breach of this Agreement has prevented the consummation of the transactions contemplated hereby.

8.02     Effect of Termination. In the event of termination of this Agreement by either Buyer or H&H Group as provided above, the provisions of this Agreement shall immediately become void and of no further force or effect, and there shall be no Liability on the part of any of Buyer, H&H Group or Seller to one another; provided, however, that (i) no such termination shall relieve any party hereto of any liability for damages to any other party hereto resulting from any willful breach of any covenant set forth in this Agreement and (ii) the last sentence of Section 6.02, this Section 8.02 and Article 11 hereof shall survive the termination of this Agreement in accordance with their terms and the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term shall automatically be amended to be extended for an additional two (2) year period commencing on the date on which the Confidentiality Agreement would have otherwise terminated in accordance with its terms as the Confidentiality Agreement is in effect as of the date hereof).

9.01     Survival.  Notwithstanding any statute of limitations, the representations and warranties contained in this Agreement (other than the Fundamental Representations) shall survive the Closing until the date that is eighteen (18) months following the Closing Date (the "General Expiration Date") and shall then expire and be of no force or effect, and the Fundamental Representations and the indemnity contained in Section 9.12(l) shall survive the Closing until the date that is sixty (60) days following the expiration of the applicable statute of limitations and shall then expire and be of no force or effect.  All covenants and agreements contained in this Agreement that require or contemplate performance (i) prior to the Closing Date shall survive until the General Expiration Date and (ii) at or after the Closing shall survive for a period of sixty (60) days following the last date on which the performance of such covenant or agreement is required to be made, and shall then expire and be of no force or effect; provided, however, that the indemnification obligations under Section 9.02(a)(vi) shall survive in perpetuity except as set forth on Schedule 9.02(a). It is the intention of the parties that the survival periods and expiration dates set forth in this Section 9.01 supersede any statute of

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limitations applicable to such representations, warranties, covenants or agreements or any claims with respect thereto.

9.02     Indemnification of Buyer.

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"General Cap"); provided, however, that, notwithstanding the foregoing provision of this Section 9.02(b)(iii),

provided, further, however, that, for the avoidance of doubt, no Buyer Indemnitee shall be entitled to any indemnification for any Losses pursuant to Section 9.02(a)

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and Section 9.12(l) to the extent the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to the Purchase Price;

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engineering or institutional controls would unreasonably interfere with continued use of the property in a manner that is consistent with the property's use as of the Closing or, in the case of a property owned by a third party, is not agreed to by such third party.

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9.03     Indemnification of H&H Group and Seller. From and after the Closing (but subject to the provisions of this Article 9), Buyer shall indemnify H&H Group, Seller and their respective Affiliates, officers, directors, employees and agents (the "Seller Indemnitees") against and hold them harmless from any Losses suffered or incurred by Seller Indemnitees to the extent arising from or relating to (i) a breach of any representation or warranty of Buyer contained in this Agreement, (ii) a breach of any covenant or agreement by Buyer contained in this Agreement requiring performance by Buyer prior to the Closing or by Buyer, Newco, the Company or the Sold Subsidiaries after the Closing, and (iii) Newco, the Company or the Sold Subsidiaries at or after the Closing or actions taken by Buyer, Newco, the Company or the Sold Subsidiaries at or after the Closing. All payments under this Section 9.03 shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1.

9.04    Expiration of Claims. The ability of any Person to receive indemnification under Section 9.02 or 9.03 shall terminate on the applicable survival termination date (as set forth in Section 9.01), unless such Person shall have incurred a Loss prior to such survival termination date and made a claim for indemnification pursuant to Section 9.02 or 9.03, as applicable, prior to such survival termination date. If a Person has made a claim for indemnification pursuant to Section 9.02 or 9.03 prior to such survival termination date, then such claim for such Loss incurred (and only such claim for such Loss incurred), if then unresolved, shall not be extinguished by the passage of the deadlines set forth in Section 9.01.

9.05     Choice of Claims. The parties hereto agree that to the extent any matter which forms the basis for a claim of indemnification under this Agreement may constitute both a breach of a representation or warranty hereunder and a breach of a covenant set forth in Article 6, the party seeking indemnification shall be required to assert such matter as a breach of a representation and warranty and may not assert such matter as a breach of a covenant.

9.06     Procedures Relating to Indemnification.

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demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a "Third-Party Claim"), such Claiming Party must notify the party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days after receipt by such Claiming Party of notice of the Third-Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Claiming Party shall keep the Defending Party reasonably apprised as to the status of such Third-Party Claim and shall provide to the Defending Party, within fifteen (15) calendar days after the Claiming Party's receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party relating to the Third-Party Claim; provided, however, that failure to delivery such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure.

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9.07     Mitigation.  Solely to the extent required by Law, each Person entitled to indemnification hereunder shall mitigate all Losses after becoming aware of any event which would reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith.  In the event that a Defending Party makes any payment to a Claiming Party for indemnification for which the Claiming Party could have collected on a claim against a third party (including under any Contract and any insurance claims), the Defending Party shall be entitled to pursue claims and conduct litigation on behalf of the Claiming Party and any of its successors to pursue and collect on any indemnification or other remedy available to the Claiming Party thereunder with respect to such claim and generally to be subrogated to the rights of the Claiming Party. Except pursuant to a settlement agreed to by the Defending Party, the Claiming Party shall not waive or release any contractual right to recover from a third party any Loss subject to indemnification hereunder without the prior written consent of the Defending Party. The Claiming Party shall, and shall cause its Affiliates (including Newco, the Company and the Sold Subsidiaries, if applicable) to, cooperate with the Defending Party, at the Defending Party's expense, with respect to any such effort to pursue and collect with respect thereto.

9.08     Determination of Breaches and Loss Amount.

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any such Claiming Party has been indemnified hereunder, then the Claiming Party shall refund promptly to the Defending Party the aggregate amount of the recovery.

9.09     Tax Benefits. To the extent that a Claiming Party recognizes Tax Benefits as a result of any Loss in the taxable year in which such Loss is incurred or in the subsequent taxable year, such party shall pay the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the Defending Party with respect to such Loss) to the Defending Party as such Tax Benefits are actually received by the Claiming Party.  For purposes of the foregoing, "Tax Benefit" means any refund of Taxes actually received or any actual reduction in the amount of Taxes which otherwise would have been paid, calculated on a "with-and-without" basis.

9.10     Exclusive Remedy. No Buyer Indemnitee shall be entitled to any indemnification pursuant to this Article 9 for any Loss or other amount that the Buyer Indemnitees may suffer, and the Buyer Indemnitees shall have no remedies for any Loss or other amount that the Buyer Indemnitees may suffer (other than (i) as set forth in Section 1.02 or Section 11.14 and (ii) for instances of actual fraud (and then only in the event that H&H Group, Seller, the Company or any Sold Subsidiary willfully and knowingly committed a fraud against the Buyer Indemnitees, with specific intent to deceive and mislead the Buyer Indemnitees

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regarding the representations and warranties made herein or in any schedule, exhibit or certificate delivered pursuant hereto) or intentional misrepresentation by H&H Group, Seller, the Company or any Sold Subsidiary regarding the representations and warranties made herein or in any schedule, exhibit or certificate delivered pursuant hereto) with respect to (x) the subject matter of this Agreement or any agreement or other document contemplated by this Agreement or the transactions contemplated hereby or thereby or (y) any other matter relating to H&H Group, Seller, the Company or any Sold Subsidiary, the operation of the Businesses, or any other transaction or state of facts involving H&H Group, Seller, the Company or any Sold Subsidiary (including any common law or statutory rights or remedies for environmental, health or safety matters, including under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. or other Environmental Laws), other than pursuant to the express provisions of Section 9.02, which are the Buyer Indemnitees' sole and exclusive remedies with respect thereto. The Buyer Indemnitees may not avoid such limitation on liability by seeking damages for breach of contract or tort or pursuant to any other theory of liability (other than claims of fraud or intentional misrepresentation as described above), all of which are hereby waived. BUYER, ON BEHALF OF THE BUYER INDEMNITEES, EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. BUYER, ON BEHALF OF THE BUYER INDEMNITEES, ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. BUYER, ON BEHALF OF THE BUYER INDEMNITEES, ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT.

9.11     Acknowledgment by Buyer. Without limiting the provisions of Section 9.08(e), Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, Newco and the Sold Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of Seller and H&H Group expressly and specifically set forth in this Agreement and any certificate delivered hereunder by or on behalf of Seller, H&H Group, Newco, the Company or any of the Sold Subsidiaries. SUCH REPRESENTATIONS AND WARRANTIES BY SELLER AND H&H GROUP CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER AND H&H GROUP TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF NEWCO, THE COMPANY OR THE SOLD SUBSIDIARIES TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS), OR ANY OMISSION, MADE BY OR ON BEHALF OF OR IMPUTED TO H&H GROUP, SELLER, THE COMPANY, NEWCO OR ANY OF THEIR AFFILIATES ARE SPECIFICALLY DISCLAIMED BY H&H GROUP, THE COMPANY, NEWCO AND SELLER AND ARE NOT BEING RELIED UPON BY BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES.

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9.12     Tax Matters. The provisions of this Section 9.12 shall govern the allocation of responsibility as between Buyer, Newco, the Company or the Sold Subsidiaries on the one hand, and Seller or H&H Group, on the other hand, for certain tax matters following the Closing:

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Agreement (collectively, "Transfer Taxes") and any penalties or interest with respect to Transfer Taxes shall be borne and paid one-half by Seller and one-half by Buyer; provided that any such Transfer Taxes that result from the transfer of the Excluded Subsidiaries and any penalties or interest with respect to such Transfer Taxes shall be borne solely by Seller. The party so obligated under applicable Law shall file all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and Buyer or Seller, as applicable, agrees to cooperate with Seller or Buyer, as the case may be, in the filing of such Tax Returns and other documentation, including promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns and other documentation. Expenses incurred in filing such Tax Returns shall be borne one-half by Seller and one-half by Buyer.

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connection with the filing of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, the Sold Subsidiaries and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Newco and the Sold Subsidiaries or Seller, as the case may be, shall allow the other party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

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9.13     Further Assurances. From time to time, as and when requested by any party hereto and at such requesting party's expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as the requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

9.14     H&H Group Insurance Policies.

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categories to the extent coverage and limits are available thereunder for such entities; provided, that Buyer shall, or shall cause Newco, the Company or the applicable Sold Subsidiary to, pay, incur and bear sole responsibility with respect to any such claim for all amounts relating to any self-insured retention or deductible, any gaps in coverage and/or erosion or exhaustion of available limits of liability available to pay any claim asserted at any time under the Occurrence-Based Coverage.

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 with any claims asserted by Buyer or any of its Affiliates (including, following the Closing, Newco, the Company and the Sold Subsidiaries) pursuant to this Section 9.14(c).

10.01     Definitions. For purposes hereof, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth below:

"'160 Plan" has the meaning set forth in Section 7.10.

"'548 Plan" has the meaning set forth in Section 7.10.

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"Acknowledgement Agreement" has the meaning set forth in Section 2.01(g)(viii).

"Action" means any action, complaint, claim, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing or audit commenced, brought, conducted or heard by or before any Governmental Body.

"Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "controlling," "controlled" and "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Alternative Transaction" has the meaning set forth in Section 6.10.

"Anti-Corruption Laws" has the meaning set forth in Section 4.15(a).

"Arlon India" has the meaning set forth in the recitals.

"Arlon ME" has the meaning set forth in the recitals.

"Arlon MED" has the meaning set forth in the recitals.

"Arlon MT" has the meaning set forth in the recitals.

"Atlantic" has the meaning set forth in Section 7.10.

"Bairnco Shares" has the meaning set forth in the recitals.

"Benefit Plans" has the meaning set forth in Section 4.13(a).

"Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York, or is a day on which banking institutions in New York, New York are authorized or required by Law or other governmental action to close.

"Businesses" has the meaning set forth in the recitals.

"Business Employees" shall mean the employees of the Company and the Sold Subsidiaries.

"Buyer" has the meaning set forth in the preamble.

"Buyer Certification" has the meaning set forth in Section 7.02(b).

"Buyer Certification Date" has the meaning set forth in Section 7.02(b).

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"Buyer Indemnitees" has the meaning set forth in Section 9.02(a).

"Buyer New Employee" means any employee of the Company or any Sold Subsidiary to whom Buyer offers employment after the Closing Date (whether with Buyer or any of its Affiliates (including the Company and the Sold Subsidiaries) and who accepts such offer and commences such employment.

"Buyer Press Release" has the meaning set forth in Section 11.01.

"Buyer's Title Policy" has the meaning set forth in Section 2.01(h).

"Carved-Out Fundamental Losses" has the meaning set forth in Section 9.02(b)(iii)(B).

"Cash on Hand" means, with respect to Newco, the Company and the Sold Subsidiaries, the sum of (i) all cash and all cash equivalents of Newco, the Company and the Sold Subsidiaries (excluding all China Cash, restricted cash and deposits with third parties held in the ordinary course (other than those deposits with third parties set forth on Schedule COH), and marketable securities), in each case determined in accordance with GAAP, in the corporate accounts of Newco, the Company and the Sold Subsidiaries, and (ii) an amount equal to sixty-five percent (65%) of the China Cash. For the avoidance of doubt, Cash on Hand shall be calculated net of issued but uncleared checks and drafts and shall include checks, other wire transfers and drafts deposited or available for deposit for the corporate accounts of Newco, the Company and the Sold Subsidiaries.

"CERCLA" has the meaning set forth in Section 9.02(e).

"Change-of-Control Payments" means any bonus, retention, termination, severance or other similar payment obligation of the Company, Newco or any Sold Subsidiary as a result of the consummation of the transactions contemplated by this Agreement to any present or former director, officer, shareholder, employee, independent contractor, consultant, adviser, or other Person, including pursuant to any employment agreement, benefit plan or other Contract, and any employer Taxes incurred with respect to, payable on or triggered by any such payment; provided, however, that "Change-of-Control Payments" shall not include (x) any Severance Benefits (including any and all amounts payable in respect of Separation Payments or COBRA Reimbursement, as applicable) with respect to post-Closing terminations of an employee of the Company or (y) any Stay Bonus payable to an employee of the Company, in each case pursuant to a Contract with such employee as set forth on Schedule 4.10(xiii) and as the same is in effect as of the date of this Agreement (but, for the avoidance of doubt, except to the extent such Stay Bonus payments exceed, in the aggregate, $75,000). For purposes of this definition, the terms "Severance Benefits," "Separation Payments," "COBRA Reimbursement" and "Stay Bonus" shall have the meanings set ascribed thereto in the applicable Contract set forth on Schedule 4.10(xiii).

"China Cash" means all cash and all cash equivalents of Arlon MT and Arlon ME, in each case determined in accordance with GAAP, in the corporate accounts of such entities.  For the avoidance of doubt, China Cash shall be calculated net of issued but uncleared

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checks and drafts and shall include checks, other wire transfers and drafts deposited or available for deposit for the corporate accounts of such entities.

"Circular 698" has the meaning set forth in Section 9.12(d).

"Claiming Party" has the meaning set forth in Section 9.06(a).

"Closing" has the meaning set forth in Section 1.03.

"Closing Consideration" has the meaning set forth in Section 1.02(a).

"Closing Date" has the meaning set forth in Section 1.03.

"Closing Date Representations Letter" has the meaning set forth in Section 2.02(h)(v).

"Closing Payment Certificate" has the meaning set forth in Section 1.02(b).

"Closing Statement" has the meaning set forth in Section 1.02(c)(i).

"Collar Amount" has the meaning set forth in Section 1.02(c)(v).

"Code" has the meaning set forth in Section 4.13(c).

"Collective Bargaining Agreement" has the meaning set forth in 4.10(a)(ii).

"Company" has the meaning set forth in the preamble.

"Company Intellectual Property" has the meaning set forth in Section 4.11.

"Company IP Registrations" means all Intellectual Property that is owned by the Company, Newco or any Sold Subsidiary and is subject to any issuance, registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

"Company Transaction Expenses" means the costs, fees and expenses payable by the Company, Newco and the Sold Subsidiaries arising from, incurred in connection with, in anticipation of or incident to the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby, or in connection with or in anticipation of any alternative transactions with respect to the Company, Newco and its Subsidiaries, including (i) all brokerage fees, commissions, finders' fees or financial advisory fees so incurred, (ii) all fees and expenses of legal counsel, accountants, consultants and other experts and advisors so incurred, (iii) any Change-of-Control Payments, (iv) an amount equal to one-half of the premium with respect to the R&W Policy and (v) one-half of the aggregate amount of fees and expenses of outside counsel to each of Buyer and Seller incurred pursuant to any lawsuit, court action or court proceeding contested or instituted pursuant to Sections 7.02(d) or 6.03(d).

"Confidential Information" has the meaning set forth in Section 6.13.

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"Confidentiality Agreement" has the meaning set forth in Section 6.02.

"Contract" means any agreement, contract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, or any other agreement, instrument, understanding, obligation or arrangement, whether written or oral.

"Covered Counsel" has the meaning set forth in Section 11.15(a).

"D&O Costs" has the meaning set forth in Section 7.06(b).

"D&O Expenses" has the meaning set forth in Section 7.06(b).

"D&O Indemnifiable Claim" has the meaning set forth in Section 7.06(b).

"D&O Indemnified Person" has the meaning set forth in Section 7.06(a).

"D&O Indemnifying Party" has the meaning set forth in Section 7.06(b).

"Deductible" has the meaning set forth in Section 9.02(b)(i).

"Defending Party" has the meaning set forth in Section 9.06(a).

"Disclosure Schedules" has the meaning set forth in Section 11.06.

"Disputed Items" has the meaning set forth in Section 1.02(c)(iv).

"EAR" has the meaning set forth in Section 4.15(a).

"Environmental Condition" means a condition of the soil, surface waters, groundwater, stream sediments, air or similar environmental media, including a condition resulting from any Release of Hazardous Substances, on a property resulting from any activity or operations occurring on such property, that, pursuant to any Environmental Law (i) requires notification, investigatory, corrective or remedial measures, or (ii) comprises a basis for claims against the Company, any of the Sold Subsidiaries and of the Businesses or Buyer.

"Environmental Laws" means all Laws concerning pollution or protection of the environment, including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any hazardous substances, as such Laws are promulgated and in effect on or prior to the Closing Date.

"Environmental Lien" means any Lien in favor of any Governmental Body in connection with any liability under any Environmental Law.

"ERISA" has the meaning set forth in Section 4.13(a).

"Estimated Closing Consideration" has the meaning set forth in Section 1.02(b).

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"Estimated Closing Transaction Expenses" has the meaning set forth in Section 1.02(b).

"Estimated Funded Indebtedness" has the meaning set forth in Section 1.02(b).

"Estimated Net Working Capital" has the meaning set forth in Section 1.02(b).

"Excluded Subsidiaries" has the meaning set forth in the recitals.

"Excluded Subsidiary Transfer" has the meaning set forth in Section 6.01(c).

"Exclusivity Period" has the meaning set forth in Section 6.10.

"FCPA" has the meaning set forth in Section 4.15(a).

"FIRPTA Certificate" has the meaning set forth in Section 9.12(e).

"Financial Statements" has the meaning set forth in Section 4.06.

"Final Closing Consideration" has the meaning set forth in Section 1.02(c)(v).

"Firm" has the meaning set forth in Section 1.02(c)(iv).

"Fundamental Representation Floor

"Fundamental Representations" has the meaning set forth in Section 2.01(a).

"Funded Indebtedness" means any Indebtedness of the Company, Newco or any Sold Subsidiary of the type described in clauses (i) and (ii) of the definition of "Indebtedness."

"GAAP" means United States generally accepted accounting principles as in effect from time to time.

"General Cap" has the meaning set forth in Section 9.02(b)(iii).

"General Expiration Date" has the meaning set forth in Section 9.01.

"Governmental Body" means any federal, state, local, municipal, foreign or other government or quasi-governmental authority or any department, agency, commission, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing.

"Governmental Order" means any order, writ, judgment, injunction (preliminary, temporary or permanent), decree, stipulation, determination or award entered by or with, or issued by, any Governmental Body.

"Hazardous Substance" means any chemical, compound, substance, product, material, contaminant or waste that is defined, classified, limited, or regulated under any Environmental Law as hazardous, toxic, a contaminant or a pollutant, including (but in no way limited to) asbestos, polychlorinated biphenyls, petroleum and petroleum products.

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"H&H Group Insurance Policies" has the meaning set forth in Section 9.14(a).

"H&H Group Occurrence-Based Insurance Policies" has the meaning set forth in Section 9.14(b)(ii).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Indebtedness" means, any Liability of Newco, the Company or any Sold Subsidiary in respect of (i) indebtedness for borrowed money and notes payable, including any interest accrued thereon and prepayment or similar penalties and expenses, (ii) any other indebtedness of such Person which is evidenced by a note, bond, indenture or similar instrument, (iii) in respect of capital leases, (iv) letters of credit and acceptances (or instruments serving a similar function) issued or created for the account of such Person, (v) the deferred purchase price of property or services including the maximum potential amount payable with respect to earnouts, purchase price adjustments or other payments related to acquisitions, (vi) any existing interest rate, commodity or other swap, hedge or financial derivative agreement entered into by such Person (the value of which shall be determined, for purposes of Closing, as if such swap, hedge or financial derivative agreement were terminated at the time of determination of the Closing Consideration in accordance with Section 1.03), (vii) any deferred compensation payable to any current or former employee of the Company, Newco or any Sold Subsidiary, including any amounts payable pursuant to Seller's Short-Term Incentive Plan or Long-Term Incentive Plan, (viii) any guaranty of any obligation of any other Person with respect to any of the foregoing or (ix) any matters set forth on Schedule 10.01.

"Intellectual Property"  means all intellectual property rights, title, and interests in and to all proprietary rights and related priority rights of every kind and nature however denominated, whether protected, created, arising or enforceable under the Laws of the United States or any other jurisdiction or any international convention or treaty regime, including (i) trademarks, service marks, service names, brands, logos, designs, trade names, trade dress, corporate names and other source or business identifiers, rights of privacy and publicity, and all goodwill and activities associated with any of the foregoing, together with all applications, registrations, renewals and extensions related thereto, (ii) Internet domain names, web sites and web pages, (iii) computer software (including all data files and databases, source and object codes and user interfaces), (iv) copyrightable works, copyrights, works of authorship and moral rights, including common law rights, statutory rights, contractual rights, and all registrations and applications, renewals, extensions and reversions relating thereto, (v) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and patent applications, patents and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisionals, provisionals, revisions, extensions, substitutions, renewals and reexaminations relating thereto and all patents issuing from any of the foregoing, (vi) Trade Secrets, (vii) all other proprietary rights and intellectual property rights (viii) all Actions and rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto, and (viii) recordings, copies and tangible embodiments of any of the foregoing (in whatever form or medium).

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"Interim Period Matters" has the meaning set forth in Section 9.02(b)(iii)(A).

"ITAR" has the meaning set forth in Section 4.15(a).

"Knowledge of the Company" or "to the Company's Knowledge" means the actual knowledge without independent investigation by Robert Carini, Tom Bailey, Mike Jacobs, Michael Croce, Tom O'Reilly, Richard Corrette, Pat Krepps, Stacey Loveday, William Lee, Pete Marciniak (but solely with respect to Section 4.13) and Jim McCabe.

"Latest Balance Sheet" has the meaning set forth in Section 4.06.

"Law" means any Governmental Order or United States or foreign federal, state, provincial or local constitution, law, statute, ordinance, rule, directive or regulation of any Governmental Body, including common law, or any binding agreement with any Governmental Body.

"Leased Real Property" has the meaning set forth in Section 4.08(b).

"Leases" has the meaning set forth in Section 4.08(b).

"Liability" means any liability, debt, guarantee, assurance, commitment, claim, deficiency, or obligation, whether known or unknown, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, asserted or unasserted, due or to become due, whenever or however arising (including whether arising by operation of Law, or out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be stated in financial statements or disclosed in the notes thereto.

"Lien" means any lien, mortgage, security interest, pledge, deposit, encumbrance, or other similar restriction.

"Loss" or "Losses" has the meaning set forth in Section 9.02(a).

"Material Adverse Effect" means any effect, change, development or circumstance that, individually or in the aggregate, is materially adverse to the business, assets, Liabilities, results of operations or condition (financial or otherwise) of the Company and the Sold Subsidiaries (and, after the date of its formation, Newco), taken as a whole, but excluding (and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect) any effect, change, development or circumstance to the extent resulting or arising from (i) any general deterioration in the economy or change in financial or market conditions, including those generally affecting the industries in which Newco, the Company or any of the Sold Subsidiaries operates, (ii) any adverse effect on Newco, the Company or any of the Sold Subsidiaries resulting from any decrease in the sales of polytetrafluoroethylene (PTFE), but solely to the extent such decrease does not result in six consecutive months of sales (on a rolling basis) at an annualized rate below $30,000,000 (and then, only to the extent such annualized rate is less than $30,000,000), (iii) the execution of this Agreement or the announcement of the transactions contemplated by this Agreement, (iv) changes in Laws or Governmental Orders issued by any Governmental Body that are not specific to the business or markets in which Newco, the Company or any of the Sold Subsidiaries operates, (v) changes in

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GAAP, (iv) national or international political or social conditions, including any act of terrorism, war or other global unrest or international hostilities or conflict, except to the extent such events result in direct loss or damage to the tangible assets of the Company or any of the Sold Subsidiaries, (viii) actions taken or omissions by the Company, Newco and the Sold Subsidiaries with the prior written consent (or at the prior written request) of Buyer or (ix) the taking of any action by Buyer; provided, however, that, with respect to the clauses (i), (iv), (v), such exclusion (and lack of taking into account) shall be solely to the extent such effect, change, development or circumstance does not have a disproportionate impact on the Company and the Sold Subsidiaries as compared to other companies participating in the industries in which Newco, the Company and the Sold Subsidiaries participate.

"Material Contracts" has the meaning set forth in Section 4.10(b).

"Material Customer" has the meaning set forth in Section 4.20.

"Material Permits" has the meaning set forth in Section 4.15(b).

"Material Supplier" has the meaning set forth in Section 4.20.

"MED Business" has the meaning set forth in the recitals.

"Multiemployer Plan" has the meaning set forth in Section 4.13(a).

"Net Working Capital" means (i) all current assets (excluding any cash or cash equivalents) of Newco, the Company and the Sold Subsidiaries as of the Closing Date, minus (ii) all current liabilities (excluding any items constituting Indebtedness or Company Transaction Expenses) of Newco, the Company and the Sold Subsidiaries as of the Closing Date. For the avoidance of doubt, the determination of Estimated Net Working Capital and the calculation of Net Working Capital on the Closing Statement shall take into account only the same line items set forth on Schedule WC attached hereto and shall be determined or calculated in accordance with GAAP and in a manner consistent with, and using the same principles, policies, methods and practices (including as to reserves and accruals) used in, the preparation of the Financial Statements to the extent such principles, policies and methods are consistent with GAAP.

"Net Working Capital Target" means $15,500,000.

"Newco" has the meaning set forth in the recitals.

"Newco Shares" has the meaning set forth in the recitals.

"Objections Statement" has the meaning set forth in Section 1.02(c)(iv).

"Occurrence-Based Coverage" has the meaning set forth in Section 9.14(b)(i).

"Old Company" means the assets, properties and operations formerly owned, leased, possessed or operated by the Sold Subsidiaries and comprising its Adhesive Film Division, including those disposed pursuant to the Asset Purchase Agreement by and among the Company, Parent, Arlon Graphics LLC, and Flexcon Company, Inc., dated January 31, 2011 and

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the Asset Purchase Agreement by and among Arlon Viscor, Ltd., Arlon Signtech, Ltd., the Company, Parent, Flexcon Industrial LLC and Flexcon Company, Inc., dated March 25, 2011.

"Omega Correspondence" has the meaning set forth in Section 9.02(e).

"Omega Site Liability" has the meaning set forth in Section 9.02(a).

"Omega Superfund Site" has the meaning set forth in Section 9.02(a).

"Outside Date" has the meaning set forth in Section 8.01(d).

"Owned Company IP" has the meaning set forth in Section 4.11(b).

"Owned Real Property" has the meaning set forth in Section 4.08(c).

"PBGC" has the meaning set forth in Section 4.13(b).

"PCBs" has the meaning set forth in Section 4.16(h).

"PRC" has the meaning set forth in Section 9.12(d).

"Parent" has the meaning set forth in Section 6.11.

"Pension Plans" has the meaning set forth in Section 4.13(a).

"Permit" means any approval, authorization, consent, license, variance, permission, directive, permit, registration, qualification or certification of a Governmental Body.

"Permitted Liens" means (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company, Newco and the Sold Subsidiaries, (ii) statutory landlords', mechanics', carriers', workers', repairers' and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent, (iii) zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over the Leased Real Property or the Owned Real Property which are not violated by the current use and operation of the Leased Real Property or the Owned Real Property or the current physical condition, configuration or characteristics of the Leased Real Property and the Owned Real Property, (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property or the Owned Real Property which do not materially impair the occupancy or use of the Leased Real Property and the Owned Real Property for the purposes for which they are currently used in connection with the Businesses or the marketability thereof or materially and adversely affect the value thereof, (v) matters which would be disclosed by an inspection or accurate survey of each parcel of Leased Real Property or Owned Real Property which, individually and in the aggregate, do not materially impair or interfere with the occupancy and current use of such Leased Real Property or Owned Real Property which they encumber or the marketability thereof or materially and adversely affect the value thereof, (vi) Liens arising under worker's compensation, unemployment insurance, social security, retirement and similar legislation, (vii) purchase

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money liens and Liens securing rental payments under capital lease arrangements, (viii) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, (ix) those matters identified on Schedule PL attached hereto, and (x) Liens created by any act of Buyer or its Affiliates.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity, and any Governmental Body.

"Policy Cap" has the meaning set forth in Section 9.14(b)(ii).

"Pre-Closing Date Event" has the meaning set forth in Section 9.14(b)(i).

"Pre-Closing Tax Period" means (i) any Tax period ending on or before the Closing Date and (ii) with respect to a Tax period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

"R&W Policy" means that certain DisclosureGap^® Representations & Warranties Insurance Policy (Buyer Version) issued by Underwriters at Lloyd's, London as per the provisions of Exhibit A thereof and Columbia Casualty Company to Buyer or its Affiliates on or about the date of this Agreement.

"Rancho Cucamonga Property" means the Leased Real Property located at 9433 Hyssop Drive, Rancho Cucamonga, California.

"Real Property" has the meaning set forth in Section 4.08(c).

"Release" means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of any Hazardous Substance through or in the air, soil, surface water, ground water or property.

"Relevant Service Providers" shall have the meaning set forth in Section 4.13(a).

"Reorganization Documents" means the definitive documents (including the Plan of Reorganization) required to consummate the Reorganization Transactions, the final form of each of which shall be in substantially the form attached hereto as Exhibit D.

"Reorganization Transactions" means those transactions contemplated by the Reorganization Documents.

"Review Period" has the meaning set forth in Section 1.02(c)(ii).

"Securities Act" means the Securities Act of 1933, as amended.

"Seller/Company Press Release" has the meaning set forth in Section 11.01.

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"Seller" has the meaning set forth in the preamble.

"Seller's 401(k) Plan" has the meaning set forth in Section 7.07(e).

"Seller Certification" has the meaning set forth in Section 6.03(b).

"Seller Certification Date" has the meaning set forth in Section 6.03(b).

"Seller Group" means, with respect to U.S. federal income Taxes, the affiliated group of corporations (as defined in Section 1504(a) of the Code) of which Parent is the common parent and the Company, Newco or any Sold Subsidiary is a member and, with respect to state, local or foreign Taxes, any consolidated, combined or unitary group of which the Company, Newco or any Sold Subsidiary, on the one hand, and Seller or its Affiliates (excluding the Company, Newco and the Sold Subsidiaries) are members for such state, local or foreign Tax purposes.

"Seller Group Tax Return" means any Tax Return of any Seller Group.

"Seller Indemnitees" has the meaning set forth in Section 9.03.

"Seller's Omega Counsel" has the meaning set forth in Section 9.02(e).

"Signing Date Representations Letter" has the meaning set forth in Section 7.09.

"Sold Subsidiaries" has the meaning set forth in the recitals.

"Specified Exclusions" has the meaning set forth in Section 9.02(b)(iii)(A).

"STD Business" has the meaning set forth in the recitals.

"Straddle Period" has the meaning set forth in Section 9.12(a).

"Subject Employee" has the meaning set forth in Section 7.07(e).

"Subsidiary" means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

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"Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, escheat and unclaimed property, sales, use, transfer, value added, alternative minimum, estimated or other tax, including any interest, penalty or addition thereto.

"Tax Benefit" has the meaning set forth in Section 9.09.

"Tax Return" means any return, report, information return or other document (including schedules or any related or supporting information) filed or required to be filed with any Governmental Body or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

"Third-Party Claim" has the meaning set forth in Section 9.06(a).

"Threatened" means (i) with respect to any dispute, claim or Action, that a demand or statement has been made or a notice has been given which demand or notice would reasonably be expected to result in an Action being asserted, commenced, taken or otherwise initiated, and (ii) with respect to any other matter, that a demand or statement has been made or a notice has been given that would reasonably be expected to result in the applicable action being taken; provided, however, that, to the extent the foregoing is oral (and not written), "Threatened" shall be read with a qualification as to "the Company's Knowledge" or "Buyer's knowledge", as applicable, and such demand, statement or notice must have been overt.

"Trade Secrets" mean trade secrets and confidential business information, including non-public inventions, whether reduced to practice or not and whether patentable or not, discoveries, technology, ideas, manufacturing and production processes and techniques, research and development information, know-how, formulas, compositions, technical data and information, procedures, financial, marketing and business data, pricing and cost information, business and marketing plans, designs, drawings, specifications, databases and customer and supplier lists to the extent that any of the foregoing qualify as trade secrets under applicable Law.

"Transferred Company Benefit Plans" shall have the meaning set forth in Section 4.13(a).

"Transfer Taxes" has the meaning set forth in Section 9.12(c).

"Transition Services Agreement" has the meaning set forth in Section 2.01(g)(vi).

"Welfare Plans" has the meaning set forth in Section 4.13(a).

"WHX Plan" means the WHX Pension Plan.

10.02     Other Definitional Provisions.

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corresponding Exhibits, Schedules, Disclosure Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.