A.M. Castle & Co. 8-K


 


Exhibit 10.1


 


 


 


SETTLEMENT AGREEMENT


This SETTLEMENT AGREEMENT (the “Agreement”)
is made as of November 4, 2016 by and among A. M. Castle & Co., a corporation organized and existing under the laws of the
State of Maryland (the “Company”), the persons and entities listed on Schedule A hereto (collectively,
the “Raging Capital Group” and each individually a “Member”) and Steven W. Scheinkman, Kenneth
H. Traub, Allan J. Young and Richard N. Burger only with respect to the provisions of this Agreement applicable to Messrs. Scheinkman,
Traub, Young and Burger as indicated on the signature page hereto.


In consideration of the covenants and
promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


AGREEMENT


1.       


Certain Definitions.
Unless the context otherwise requires, the following terms, for all purposes of this Agreement, shall have the meanings specified
in this Section 1:


“13D Group” means any
group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Stock (or any securities convertible,
exchangeable for or otherwise exercisable to acquire such Voting Stock) which would be required under Section 13(d) of the Exchange
Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-l(a) or Schedule
13G pursuant to Rule 13d-1(c) with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act
if such group Beneficially Owned Voting Stock representing more than 5% of any class of Voting Stock then outstanding.


“2018 Annual Meeting”
means the Company’s 2018 Annual Meeting of Stockholders, including any adjournment, postponement or continuation thereof.


“Affiliate” shall have
the meaning set forth in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act; provided, however,
that for purposes of this Agreement the members of the Raging Capital Group and their Affiliates, on the one hand, and the Company
and its Affiliates, on the other, shall not be deemed to be “Affiliates” of one another.


“Beneficially Own,”
“Beneficial Owner” or “Beneficial Ownership” shall have the meaning (or the correlative meaning,
as applicable) set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act; provided that, for
purposes of Sections 3.2(a) and (b) and Section 4.1(a) below, “Beneficially Own” and “Beneficial Ownership”
shall include securities that are beneficially owned, directly or indirectly, by the Raging Capital Group, as a Receiving Party;
provided, however, that the number of shares of Common Stock that a person is deemed to beneficially own pursuant
to this proviso in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares with
respect to such Derivatives Contract.


“Board” means the Board
of Directors of the Company.


“Company Released Parties”
shall have the meaning set forth in Section 5.2(a).




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“Common Stock” means
shares of common stock of the Company, par value $0.01 per share.


“Convertible Notes”
means the Company’s 7% Convertible Senior Notes due 2017.


“Derivatives Contract”
means a contract between two parties (the “Receiving Party” and the “Counterparty”) that
is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the
Receiving Party of a number of shares of Common Stock specified or referenced in such contract (the number corresponding to such
economic benefits and risks, the “Notional Common Shares”), regardless of whether (a) obligations under such
contract are required or permitted to be settled through the delivery of cash, shares of Common Stock or other property or (b)
such contract conveys any voting rights in shares of Common Stock, without regard to any short or similar position under the same
or any other Derivative Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures
and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority
shall not be deemed to be Derivatives Contracts.


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


“Extraordinary Transaction”
shall have the meaning set forth in Section 4.1(c) below.


“Maryland Courts” shall
have the meaning set forth in Section 5.1 below.


“Member” shall have
the meaning set forth in the preamble.


“Net Long Position”
means such Common Stock Beneficially Owned, directly or indirectly, that constitute such person’s net long position as defined
in Rule 14e-4 under the Exchange Act; provided that, for the avoidance of doubt, “Net Long Position” shall not
include any shares as to which such person has entered into a derivative or other agreement, arrangement or understanding that
hedges or transfers to another person, in whole or in part, directly or indirectly, any of the economic consequences of ownership
of such shares.


“New Convertible Notes”
means the Company’s 5.25% Convertible Senior Notes due 2019.


“Raging Capital Designees”
means Kenneth H. Traub, Allan J. Young, and Richard N. Burger.


“Raging Capital Released Parties”
shall have the meaning set forth in Section 5.2(b).


“Representatives” means
the directors, officers, employees and independent contractors, agents or advisors (including attorneys, accountants, financial
advisors, and investment bankers) of the specified party or any of its Subsidiaries.




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“SEC” means the Securities
and Exchange Commission or any other federal agency at the time administering the Exchange Act.


“Senior Notes” means
the Company’s 12.75% Senior Secured Notes due 2018.


“Standstill Period”
means the period beginning on the date hereof and ending on the date that is one day after the 2018 Annual Meeting.


“Subsidiaries” means
each corporation, limited liability company, partnership, association, joint venture or other business entity of which any party
or any of its Affiliates owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote generally
in the election of the members of the board of directors or similar governing body.


“Third Party” shall
have the meaning set forth in Section 4.1(j) below.


“Voting Stock” shall
mean shares of the Common Stock and any other securities of the Company having the power to vote in the election of members of
the Board.


“W.B. & Co. Transaction”
shall mean that certain transaction pursuant to which W.B. & Co. will purchase 4,630,795 shares of Common Stock from Raging
Capital Master Fund, Ltd.


2.       


Delivery of
Resignations; W.B. & Co. Transaction. On or prior to the date hereof, the Company shall have received executed conditional
resignation letters of Kenneth H. Traub and Richard N. Burger in which they agree to resign as directors of the Company and each
of the committees on which they serve concurrent with the closing of the W.B. & Co. Transaction, in the form specified in the
documentation underlying the W.B. & Co. Transaction. The Company hereby consents to the W.B. & Co. Transaction.


3.       


Representations
and Warranties and Covenants.


3.1       


Each of the parties
hereto represents and warrants to the other parties that:


(a)       


such party has all
requisite corporate or other authority and power necessary to execute and deliver this Agreement and to consummate the transactions
contemplated hereby;


(b)       


the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by
all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary
to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;


(c)       


this Agreement has
been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable
against such party in accordance with its terms; and




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(d)       


this Agreement will
not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may
otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.


3.2       


Each Member jointly
represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group
and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common
Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior
Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital
Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital
Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the
Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of
4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging
Capital Group).


3.3       


During the Standstill
Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective
officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly
make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document
or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which
the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor
or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director
nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s
respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The
restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process,
subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party
from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or
request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other
parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.


4.       


Covenants of
the Raging Capital Group and the Raging Capital Designees.


4.1       


Standstill.
During the Standstill Period, the Raging Capital Group, each Member, each Raging Capital Designee and each of their respective
Affiliates shall not, without the prior written consent of the Company:




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(a)       


own, acquire, announce
an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, (i)
Beneficial Ownership of any Common Stock (excluding (x) 18,888 shares of Common Stock Beneficially Owned by Kenneth H. Traub as
of the date of this Agreement, (y) 18,667 shares of Common Stock Beneficially Owned by Allan J. Young as of the date of this Agreement
and (z) shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group as of the date of
this Agreement) or (ii) Beneficial Ownership of any Senior Notes, Convertible Notes, New Convertible Notes or any other interests
in the Company’s indebtedness, now in existence or which may be created in the future (excluding $27,500,000 principal amount
of Senior Notes and $2,940,000 principal amount of New Convertible Notes Beneficially Owned by the Raging Capital Group as of the
date of this Agreement);


(b)       


make, or in any way
participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used
in the rules of the SEC), or seek to advise or influence any person with respect to the voting of, any Voting Stock of the Company;


(c)       


separately or in
conjunction with any other person in which it is or proposes to be either a principal, partner or financing source or is acting
or proposes to act as broker or agent, submit a recommendation of, suggestion to evaluate or pursue, or any proposal for, offer
of, or comment on (with or without conditions) (including to the Board) any Extraordinary Transaction. “Extraordinary
Transaction” means any of the following involving the Company or any of its Subsidiaries or its or their securities or
a material amount of the assets or businesses of the Company or any of its Subsidiaries: any tender offer or exchange offer, merger,
acquisition, divestiture, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material
assets, change in publicly-traded status or exchange, liquidation or dissolution;


(d)       


seek, propose, or
make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to any Extraordinary
Transaction, change in the structure or composition of the Board, the executive officers of the Company, or the capital structure
of the Company;


(e)       


form, join or in
any way participate in a 13D Group;


(f)       


present at any annual
meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration
for action by stockholders or propose any nominee for election to the Board or seek the removal of any member of the Board;


(g)       


grant any proxy,
consent or other authority to vote with respect to any matter pertaining to the Company (other than to the named proxies included
in the Company’s proxy card for an annual meeting or a special meeting) or deposit any shares of the Voting Stock (or any
securities convertible, exchangeable for, or otherwise exercisable to acquire such Voting Stock) held by the Raging Capital Group,
the Raging Capital Designees or their Affiliates in a voting trust or subject them to a voting agreement or other arrangement of
similar effect;




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(h)       


make or issue, or
cause to be made or issued, any public disclosure, statement or announcement (including the filing or furnishing of any document
or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media, securities analyst,
or creditor or equity holder of the Company) (x) in support of any solicitation described in clause (b) above, or (y) negatively
commenting upon the Company, including the Company’s corporate strategy, business, corporate activities, Board or management
(and including making any statements critical of the Company’s business, strategic direction or execution, capital structure
or compensation practices);


(i)       


institute, solicit,
assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current
or former directors or officers (including derivative actions) other than to enforce the provisions of this Agreement;


(j)       


other than in Rule
144 open market broker sale transactions where the identity of the purchaser is not known or in underwritten widely dispersed public
offerings, sell, offer or agree to sell shares of Common Stock (or securities convertible into Common Stock) or transfer any rights
decoupled from the underlying Common Stock to any person or entity not a party to this Agreement (a “Third Party”)
that would result in such Third Party, together with its affiliates, owning, controlling or otherwise having any beneficial or
other ownership interest in the aggregate of 5% or more of the shares of the Common Stock outstanding at such time or would increase
the beneficial or other ownership interest of any Third Party who, together with its affiliates, has a beneficial or other ownership
interest in the aggregate of 5% or more of the shares of the Common Stock outstanding at such time (excluding the W.B. & Co.
Transaction), except in each case in a transaction approved by the Board;


(k)       


engage in any short
sale of shares of Common Stock or any hedging, swap or derivatives transaction the effect of which directly reduces in any material
respect the economic risk of ownership of the Company’s securities;


(l)       


seek to call, request
the call of or join with any other stockholder in a request to call, a special meeting of the Company’s stockholders, or
make a request for a list of the Company’s stockholders or for any books and records of the Company;


(m)       


control, influence
or seek to control or influence the Board;


(n)       


request the Company
or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 4.1; or


(o)       


direct, instruct,
assist or encourage any of their respective Subsidiaries, Representatives or Affiliates to take any such action.


4.2       


Voting.


(a)       


During the Standstill
Period, each Member and each Raging Capital Designee shall, and shall cause each of their Affiliates to cause all shares of Common
Stock to which they are entitled to vote at any annual meeting or any special meeting of the Company’s stockholders to be
present at such meeting for quorum purposes and to vote all of such shares, with respect to each proposal, in accordance with the
recommendation of the Board. No Member or Raging Capital Designee shall make, and each Member and each Raging Capital Designee
shall cause each of their Affiliates not to make, any objection to any proposal recommended by the Board for purposes of a vote
at any annual or special meeting of the Company.




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(b)       


Each Member and each
Raging Capital Designee shall, and shall cause each of their Affiliates to cause all Notes to which they are entitled to vote or
grant consent, approval or other authorization, to vote or grant consent, approval or other authorization with respect to all of
such Notes in favor of all amendments to or modifications of the Notes that are necessary or desirable to facilitate the Company’s
last-out, first-lien financing, and the full refinancing of its senior secured asset-based revolving credit facility on terms that
are consistent with those that are currently under negotiation between the Company and various lenders and debt-holders, except
to the extent such amendments or modifications would have a material adverse effect on such Member or Raging Capital Designee or
a holder of the Notes; provided, that, as a condition to the foregoing voting requirement, the Raging Capital Group shall
have been given the opportunity to participate in such financing or refinancing on a pari passu basis with the other participants
in such transaction.


5.       


Miscellaneous.


5.1       


Confidentiality.
Each Member and each Raging Capital Designee acknowledges that certain information concerning the business and affairs of the Company
(“Confidential Information”) has been and may be disclosed to the Raging Capital Group and each Raging Capital
Designee by the Company or its Subsidiaries, or by the Company’s or its Subsidiaries’ Representatives. Each Member
and each Raging Capital Designee agrees that the Confidential Information shall be kept confidential and that the Members and their
Representatives shall not disclose any of the Confidential Information in any manner whatsoever without the specific prior written
consent of the Company unless disclosure is required by applicable laws or regulations or pursuant to legal, judicial or regulatory
proceedings; provided, however, that the Members, the Raging Capital Designees and their Representatives shall promptly
notify the Company (to the extent legally permissible) of any such required disclosure so that the Company may seek (at its sole
expense) an appropriate protective order or other remedy and the Members, the Raging Capital Designees and their Representatives
shall reasonably cooperate with the Company in connection therewith; provided, however, that the term “Confidential
Information” shall not include information that (a) was in or enters the public domain, or was or becomes generally available
to the public, other than as a result of the disclosure by any Member, any Raging Capital Designee or any Representative thereof
in violation of the terms of this Agreement or any other agreement imposing an obligation on such Member, Raging Capital Designee
or Representative to keep such information confidential, or (b) was independently developed or acquired by any Member, any Raging
Capital Designee or any Representative thereof without violating any of the obligations of any Member, any Raging Capital Designee,
the Raging Capital Group or their Representatives under this Agreement or any other confidentiality agreement, or under any other
contractual, legal, fiduciary or binding obligation of any Member, and Raging Capital Designee or any Representative thereof and
without use of any Confidential Information. Each Member and each Raging Capital Designee will undertake reasonable precautions
to safeguard and protect the confidentiality of the Confidential Information, to accept responsibility for any breach of this Section
5.1 by any Representatives of any Members or Raging Capital Designees, including taking all reasonable measures (including but
not limited to court proceedings) to restrain Representatives from prohibited or unauthorized disclosures or uses of the Confidential
Information. Each Member and each Raging Capital Designee acknowledges that the U.S. securities laws prohibit any person who has
received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer
or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.




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5.2       


Release.


(a)       


Each Member and each
Raging Capital Designee does for itself, himself and its or his respective successors, assigns, heirs, past and present stockholders,
subsidiaries, members, managers, directors, officers, employees, agents, and other representatives hereby to the maximum extent
permitted by law irrevocably forever release, discharge and waive any and all claims, rights, causes of action, suits, obligations,
debts, demands, liabilities, controversies, costs, expenses, fees, or damages of any kind (including, but not limited to, any and
all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence
or otherwise), whether directly, derivatively, representatively or in any other capacity, in law or equity, whether known or unknown,
suspected or unsuspected, unanticipated as well as anticipated, against the Company or any of its Affiliates, including, without
limitation, any and all of its or their present and/or past directors, officers, members, partners, employees, shareholders, creditors,
fiduciaries, agents, and their respective successors and assigns (collectively, the “Company Released Parties”)
with respect to or arising out of any event, fact, condition, act, omission or circumstance existing on or prior to the date of
this Agreement. Each Member and each Raging Capital Designee also represents that it has not assigned any claim or possible claim
against the Company Released Parties, it fully intends to release all claims against the Company Released Parties and it has been
advised by, and has consulted with counsel with respect to the execution and delivery of this letter agreement and has been fully
apprised of the consequences of the waivers, releases and discharges set forth herein.


(b)       


The Company does
for itself and its respective successors, assigns, heirs, past and present stockholders, subsidiaries, members, managers, directors,
officers, employees, agents, and other representatives hereby to the maximum extent permitted by law irrevocably forever release,
discharge and waive any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies,
costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations of federal
or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively,
representatively or in any other capacity, in law or equity, whether known or unknown, suspected or unsuspected, unanticipated
as well as anticipated, against any Member or Raging Capital Designee, including, without limitation, any and all of its or their
present and/or past directors, officers, members, partners, employees, shareholders, creditors, fiduciaries, agents, and their
respective successors and assigns (collectively, the “Raging Capital Released Parties”) with respect to or arising
out of any event, fact, condition, act, omission or circumstance existing on or prior to the date of this Agreement. The Company
also represents that it has not assigned any claim or possible claim against the Raging Capital Released Parties, it fully intends
to release all claims against the Raging Capital Released Parties and it has been advised by, and has consulted with counsel with
respect to the execution and delivery of this letter agreement and has been fully apprised of the consequences of the waivers,
releases and discharges set forth herein.




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5.3       


Governing Law; Jurisdiction.
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland without
giving effect to the principles of conflicts of laws. The parties agree that any state or federal court located in the State of
Maryland (“Maryland Courts”) shall have exclusive jurisdiction with respect to all actions and proceedings arising
out of or relating to this Agreement. Each party hereby (i) consents to submit itself to the personal jurisdiction of the Maryland
Courts in the event any dispute among the parties arises out of or relates to this Agreement, (ii) agrees that it shall not attempt
to deny or defeat such personal jurisdiction by motion or other requests for leave from any such court, (iii) agrees that it shall
not bring any action relating to this Agreement in any other court and irrevocably waives the right to trial by jury in the event
of any such dispute and (iv) irrevocably consents to service of process by delivery of notice complying with Section 5.6.


5.4       


Successors and Assigns;
Third Party Beneficiaries. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns.
No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any Member of the Raging Capital
Group and the Raging Capital Designees, the prior written consent of the Company, and with respect to the Company, the prior written
consent of the Raging Capital Group. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any
other persons, except as explicitly provided herein.


5.5       


Entire Agreement;
Amendment. This Agreement, including the schedules and exhibits hereto, constitutes the full and entire understanding and agreement
among the parties with regard to the subjects hereof. Any previous agreements, including, but not limited to the Settlement Agreement
dated March 17, 2015, and the Settlement Agreement dated May 27, 2016, in each case, as amended or supplemented, among the parties
relative to the specific subject matter hereof are superseded by this Agreement and shall be of no further force or effect. Neither
this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated other than by a written instrument
signed by all of the parties hereto.


5.6       


Notices, etc.
All notices and other communications required or permitted hereunder shall be effective upon receipt by email to all persons whose
email addresses are set forth below, with a copy also sent by express overnight delivery service, to the party to be notified,
at the respective addresses set forth below, or at such other address which may hereinafter be designated in writing:


If to the Raging Capital Group or the Raging Capital
Designees:


Raging Capital Management, LLC

Ten Princeton Avenue

P.O. Box 228

Rocky Hill, New Jersey 08553

Attention:   Frederick C. Wasch

Email:           fred@ragingcapital.com




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with a copy to:


Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention:     Steve Wolosky, Esq.

Email:             swolosky@olshanlaw.com


If to the Company, to:


A. M. Castle & Co.

1420 Kensington Road

Suite 220

Oak Brook, Illinois 60523

Attention:     Marec E. Edgar, Corporate Secretary

Email:             corporatesecretary@amcastle.com


with a copy to:


McDermott Will & Emery LLP

227 West Monroe Street

Chicago, Illinois 60606-5096

Attention:     Eric Orsic, Esq.

Email:             eorsic@mwe.com


5.7       


Severability.
If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


5.8       


Titles and Subtitles.
The titles of the Articles and Sections of this Agreement are for convenience of reference only and in no way define, limit, extend,
or describe the scope of this Agreement or the intent of any of its provisions.


5.9       


Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each of the parties and delivered to the other parties (including by means
of electronic delivery of facsimile or .pdf signatures).


5.10       


Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party
under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach
or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or
conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and
all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.




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5.11       


Consents. Any
permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only
to the extent specifically set forth in such writing.


5.12       


SPECIFIC PERFORMANCE.
THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED
BY LAW OR EQUITY, AND ANY PARTY SUED FOR BREACH OF THIS AGREEMENT EXPRESSLY WAIVES ANY DEFENSE THAT A REMEDY IN DAMAGES WOULD BE
ADEQUATE.


5.13       


Construction of
Agreement. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations
that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party
and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein,
and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and
may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision
that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application
and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall
be decided without regard to events of drafting or preparation. The term “including” shall in all instances be deemed
to mean “including without limitation.”


5.14       


Section References.
Unless otherwise stated, any reference contained herein to a Section or subsection refers to the provisions of this Agreement.


5.15       


Variations of Pronouns.
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as
the context in which they are used may require.


5.16       


Expenses. All
fees and expenses incurred by each of the parties hereto in connection with the matters contemplated by this Agreement shall be
borne by such party.


 


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Left Blank]


 


 




    	 	- 11 -	 



    	 



    

IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written
above.


 





	 	A. M. CASTLE & CO.
	 	 
	 	 
	 	By:	/s/ Marec E. Edgar	 
	 	Name:	Marec E. Edgar
	 	Title:	Executive Vice President, General Counsel, 

Secretary & Chief Administrative Officer
	 	 
	 	 



 


    	 	- 12 -	 



    	 



    

 





	 	RAGING CAPITAL MASTER FUND, LTD.
	 	 
	 	By:	Raging Capital Management, LLC Investment Manager
	 	 
	 	By:	/s/ William C. Martin	 
	 	Name:	William C. Martin
	 	Title:	Chairman, Chief Investment Officer and 

Managing Member
	 	 
	 	 









	 	RAGING CAPITAL MANAGEMENT, LLC
	 	 
	 	 
	 	By:	/s/ William C. Martin	 
	 	Name:	William C. Martin
	 	Title:	Chairman, Chief Investment Officer and 

Managing Member
	 	 
	 	 
	 	/s/ William C. Martin	 
	 	William C. Martin



 


    	 	- 13 -	 



    	 



    

 





	 	/s/ Steven W. Scheinkman	 
	 	Steven W. Scheinkman, solely with respect to 

Sections 3.1 and 5
	 	 
	 	 
	 	/s/ Kenneth H. Traub	 
	 	Kenneth H. Traub, as a Raging Capital Designee, solely with 

respect
        to Sections 3.1, 3.3, 4 and 5
	 	 
	 	 
	 	/s/ Allan J. Young	 
	 	Allan J. Young, as a Raging Capital Designee, solely with 

respect to Sections 3.1, 3.3, 4 and 5
	 	 
	 	 
	 	/s/  Richard N. Burger	 
	 	Richard N. Burger, as a Raging Capital Designee, solely with 

respect to Sections 3.1, 3.3, 4 and 5



 


    	 	- 14 -	 



    	 



    

 


SCHEDULE A


 


RAGING CAPITAL GROUP


 


Raging Capital Master Fund, Ltd.


Raging Capital Management, LLC


William C. Martin