Execution Copy


 


ANNEX C


 







 


PURCHASE AGREEMENT


 







 


among


 


PRECISION CASTPARTS CORP.


 


AFT EUROPA KFT


 


and


 


ARC WIRELESS SOLUTIONS, INC.


 


Dated as of April 6, 2012


 



    	 



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	ARTICLE 1	DEFINITIONS	2
	 	 	 
	ARTICLE 2	PURCHASE AND SALE	15
	Section 2.1.	Purchase and Sale	15
	Section 2.2.	Closing Date Purchase Price	16
	Section 2.3.	Closing	16
	Section 2.4.	Post-Closing Purchase Price Adjustment	17
	Section 2.5.	Allocation of Purchase Price; Section 338(h)(10) Election	18
	Section 2.6.	ARC Consolidation	19
	Section 2.7.	Settlement of Intercompany Accounts	19
	Section 2.8.	Transfer of Thixoforming Assets; Assumption of Thixoforming Liabilities; Easements	19
	Section 2.9.	Transfer of the European Assets and Assumption of Assumed Liabilities	20
	 	 	 
	ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF SELLERS	20
	Section 3.1.	Existence; Authority	20
	Section 3.2.	Capitalization	21
	Section 3.3.	No Adverse Consequences	21
	Section 3.4.	Litigation	22
	Section 3.5.	Compliance with Laws	22
	Section 3.6.	Labor Matters	22
	Section 3.7.	Employee Benefits; Employees	22
	Section 3.8.	Real Property	23
	Section 3.9.	Tangible Personal Property	24
	Section 3.10.	Certain Contracts and Arrangements	24
	Section 3.11.	Taxes	25
	Section 3.12.	Historical Financial Statements	25
	Section 3.13.	Permits and Licenses	26
	Section 3.14.	Environmental Conditions	26
	Section 3.15.	Intellectual Property	27
	Section 3.16.	Products	27
	Section 3.17.	Accounts and Notes Receivable	27
	Section 3.18.	Brokers and Finders	27
	Section 3.19.	Absence of Changes	28
	Section 3.20.	No Undisclosed Liabilities	29
	Section 3.21.	Insurance	29
	Section 3.22.	Related Party Transactions	30
	Section 3.23.	Relationships with Customers and Suppliers	30
	Section 3.24.	Inventory; Supplier Deposits and Payments	30
	Section 3.25.	Due Diligence Investigation	31
	Section 3.26.	Disclaimer of Other Representations and Warranties	31
	 	 	 
	ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF U.S. BUYER	31
	Section 4.1.	Existence	31
	Section 4.2.	Authorization and Binding Obligation	31


 



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	Section 4.3.	Absence of Conflicting Agreements or Required Consents	32
	Section 4.4.	ARC Capitalization	32
	Section 4.5.	ARC’s SEC Documents and Financial Statements	33
	Section 4.6.	Undisclosed Liabilities	34
	Section 4.7.	Related Party Transactions	35
	Section 4.8.	ARC Assets	35
	Section 4.9.	Brokers and Finders	35
	Section 4.10.	Litigation and Administrative Proceedings	35
	Section 4.11.	Purchase for Investment	35
	Section 4.12.	Acquisition Financing	35
	Section 4.13.	Due Diligence Investigation	36
	Section 4.14.	Disclaimer of Other Representations and Warranties	36
	 	 	 
	ARTICLE 5	PRE-CLOSING COVENANTS	36
	Section 5.1.	General	37
	Section 5.2.	Services Agreement	37
	Section 5.3.	Notices and Consents	37
	Section 5.4.	Operation of Business—Negative Covenants	37
	Section 5.5.	Operation of the Business–Affirmative Covenants	39
	Section 5.6.	Access	39
	Section 5.7.	Public Announcements	40
	Section 5.8.	Competition Law Filings	40
	Section 5.9.	Employee Matters	40
	Section 5.10.	Updates	42
	Section 5.11.	No Solicitations	42
	Section 5.12.	Transfer of European Assets and Assumed Liabilities	43
	Section 5.13.	Insurance	44
	 	 	 
	ARTICLE 6	POST-CLOSING COVENANTS	44
	Section 6.1.	General	44
	Section 6.2.	Litigation Support	44
	Section 6.3.	Access to Information	44
	Section 6.4.	Operation of ARC	44
	Section 6.5.	Insurance	44
	Section 6.6.	Further Assurances	45
	 	 	 
	ARTICLE 7	TAX MATTERS	45
	Section 7.1.	Returns and Payment of Taxes	45
	Section 7.2.	Cooperation on Tax Matters	46
	Section 7.3.	Transfer Taxes	46
	Section 7.4.	Tax Refunds	46
	 	 	 
	ARTICLE 8	CONDITIONS TO CLOSING	47
	Section 8.1.	Conditions to Obligations of Sellers	47
	Section 8.2.	Conditions to Obligations of Buyer	48
	 	 	 
	ARTICLE 9	INDEMNIFICATION	50


 



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	Section 9.1. 	Survival of Representations
and Warranties	50
	Section 9.2.	Indemnification by Sellers	51
	Section 9.3.	Indemnification by Buyer	51
	Section 9.4.	Limits on Indemnification	52
	Section 9.5.	Notice of Loss; Third Party Claims	53
	Section 9.6.	Character of Indemnification Payments	54
	Section 9.7.	Exclusive Remedy	54
	Section 9.8.	Adjustment of Convertible Note	54
	 	 	 
	ARTICLE 10	TERMINATION, AMENDMENT AND WAIVER	54
	Section 10.1.	Termination	54
	Section 10.2.	Effect of Termination	55
	 	 	 
	ARTICLE 11	GENERAL PROVISIONS	55
	Section 11.1.	Expenses	55
	Section 11.2.	Confidentiality	55
	Section 11.3.	Public Announcements	55
	Section 11.4.	Notices	56
	Section 11.5.	Severability	57
	Section 11.6.	Entire Agreement	57
	Section 11.7.	Assignment	58
	Section 11.8.	Amendment	58
	Section 11.9.	Waiver	58
	Section 11.10.	No Third Party Beneficiaries	58
	Section 11.11.	Specific Performance	58
	Section 11.12.	Governing Law	58
	Section 11.13.	Arbitration	59
	Section 11.14.	Further Action	59
	Section 11.15.	Counterparts; Facsimiles	59


 


	Exhibit A	Form of Convertible Note
	Exhibit B	Historical Financial Statements
	Sellers’ Disclosure Schedule
	U.S. Buyer’s Disclosure Schedule
	 	 
	Schedule 1	Description of Thixoforming Real Property
	Schedule 2(a)	Transferred Assets
	Schedule 2(b)	Transferred Contracts
	Schedule 2(c)	Transferred Employees
	Schedule 2(d)	Transferred Real Property
	Schedule 2.5	338(h)(10) Purchase Price Allocation
	Schedule 5.2	Terms and Conditions of Services Agreement
	Schedule 8.1	Consents and Approvals
	Schedule 8.2	Consents and Approvals
	Schedule 8.2(i)	Statement of Acquisition


 



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PURCHASE AGREEMENT


 


This PURCHASE AGREEMENT (this “Agreement”),
dated as of April 6, 2012, is among PRECISION CASTPARTS CORP., an Oregon corporation (“U.S. Seller”),
AFT EUROPA KFT., a Hungarian limited liability company (registered address: Ipari park 5, 2651 Rétság, Hungary, having
trade registry number Cg.12-09-003786) (“European Seller”, and together with U.S. Seller, the “Sellers”),
and Arc Wireless Solutions, Inc., a Utah corporation (as purchaser, “U.S. Buyer”).


 


A.           U.S.
Seller operates the Business through their ownership of Advanced Forming Technology, Inc., a Colorado
corporation (the “Acquired U.S. Company”) and the European Seller. On or before the Closing Date,
Sellers will operate the Business through the Acquired U.S. Company and a to-be-organized Hungarian limited liability company (the
“Acquired European Company”).


 


B.           U.S.
Buyer wishes to purchase the Acquired U.S. Company, excluding the Thixoforming Division, and U.S. Buyer wishes to purchase the
Acquired European Company. U.S. Seller wishes to transfer to U.S. Buyer all of its interest in the Acquired U.S. Company, excluding
the Thixoforming Division, and the European Seller wishes to transfer all of its interest in the Acquired European Company to the
U.S. Buyer following the due transfer of all European Assets and Transferred Employees by the European Seller to the Acquired European
Company and the concurrent assumption by the Acquired European Company of the Assumed Liabilities.


 


C.           U.S.
Buyer and U.S. Seller intend for U.S. Seller to transfer the Thixoforming Assets and Thixoforming Liabilities to U.S. Seller, an
Affiliate of U.S. Seller, or a third party buyer of the Thixoforming Division before Closing.


 


D.           On
or before the Closing, Sellers intend to transfer the Acquired Operation (as defined below) to the Acquired European Company.


 


E.           Concurrent
with the Closing, U.S. Buyer intends to effect the ARC QMT Consolidation (as defined below).


 


F.           Prior
to Closing the Acquired European Company shall become an additional signatory to this Agreement.


 


G.           Each
of U.S. Seller, European Seller, the Acquired U.S. Company, Acquired European Company and U.S. Buyer are sometimes referred to
herein as a “Party” and, collectively, as the “Parties”.


 


The Parties agree as follows:


 



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ARTICLE 1


DEFINITIONS


 


For
purposes of this Agreement:


 


“$” or “Dollars”
means United States dollars.


 


“Accounting Standards”
means the principles, policies, procedures, practices, applications, methodologies and other elections consistent with the past
practices of Sellers over the course of the two (2) years immediately preceding the Closing.


 


“Acquired Companies”
means the Acquired European Company and Acquired U.S. Company.


 


“Acquired Company Cash”
means cash and cash equivalents (including marketable securities and short-term investments) on hand in the Acquired Companies
as of the close of business on the day before the Closing Date.


 


“Acquired European Company”
means a Hungarian limited liability company to be formed by Sellers before the Closing Date.


 


“Acquired U.S. Company”
means Advanced Forming Technology, Inc., a Colorado corporation.


 


“Acquired Operation”
means the operations of European Seller, including all European Assets and Assumed Liabilities, but excluding the Excluded Assets
and Excluded Liabilities of European Seller.


 


“Acquired
Operation Cash” means cash and cash equivalents (including marketable securities and short-term investments) contributed
to the Acquired Operation.


 


“Acquired
U.S. Company Cash” means cash and cash equivalents (including marketable securities and short-term investments)
on hand in the Acquired U.S. Company as of the close of business on the day before the Closing Date.


 


“Action” means any claim,
action, suit, arbitration, inquiry, audit, examination, proceeding, investigation or audit by or before any Governmental Authority.


 


“Affiliate” means, with
respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person. For purposes of this definition, “control”
(including the terms “controlled by” and “under common control with”), as applied to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management
of that Person, whether through the ownership of voting securities, by contract, or otherwise.


 


“AFT Closing” has the
meaning set forth in Section 2.3.


 



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“Agreement” is defined
in the preamble.


 


“Arbitrator” is defined
in Section 11.13.


 


“ARC”
means ARC Wireless Solutions, Inc., a Utah corporation.


 


“ARC Financial Statements”
is defined in Section 4.5(b).


 


“ARC Consolidation” means
the ARC QMT Consolidation together with the acquisition by ARC, through one or more special purpose holding companies and acquisition
subsidiaries, of the Acquired U.S. Company and the Acquired European Company.


 


“ARC QMT Consolidation”
means the acquisition by ARC, through one or more special purpose holding companies and acquisition subsidiaries, of the Quadrant
Metals Technologies LLC, and its subsidiaries, FloMet LLC, Tekna Seal LLC, General Flange and Forge LLC, and TubeFit LLC.


 


“ARC QMT Consolidation Closing”
is defined in Section 2.3.


 


“Assets and Properties”
of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed,
whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the
goodwill related thereto, operated, owned or leased by the Person, including without limitation cash, cash equivalents, accounts
and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and
Intellectual Property.


 


“Assumed Liabilities”
means all liabilities and obligations of European Seller of any nature, known or unknown, contingent or absolute, accrued or otherwise
obligations of European Seller (other than Excluded Liabilities), including, but not limited to (a) all accrued expenses and accounts
payable of European Seller relating to the Business other than the Excluded Liabilities and (b) all
product liability and product warranty obligations of European Seller.


 


“Business” means the
business operated by the Acquired U.S. Company and, as of the date of this Agreement, by the European Seller and, as of the Closing
Date, by the Acquired European Company with respect to the Acquired Operation, excluding the Thixoforming Division.


 


“Business Combination”
means with respect to any Person any (i) merger, consolidation or combination to which such Person is a party, (ii) any sale, issuance
dividend, split or other disposition of any capital stock or other equity interests (or any security or loan convertible into or
exchangeable for such capital stock or other equity interests) of such Person, (iii) any tender offer (including without limitation
a self- tender), exchange offer, recapitalization, liquidation, dissolution or similar transaction, (iv) any sale, dividend or
other disposition of all or a material portion of the Assets and Properties of such Person or (v) the entering into of any agreement
or understanding, or the granting of any rights or options, with respect to any of the foregoing.


 



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“Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York,
New York USA.


 


“Business Intellectual Property”
means the Intellectual Property owned by each of the Acquired U.S. Company and by Acquired European Company, as the case may be.


 


“Business IP Agreements”
means (a) licenses of Intellectual Property by the Acquired U.S. Company or Acquired European Company to any Person, (b) licenses
of Intellectual Property by any Person to the Acquired U.S. Company or Acquired European Company, (c) agreements between the
Acquired U.S. Company or Acquired European Company and any third party relating to the development or use of Intellectual Property,
and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability
of Business Intellectual Property.


 


“Buyer Fundamental Reps”
is defined in Section 9.1(b).


 


“Buyer Indemnified Party”
is defined in Section 9.2.


 


“Cash Component” is defined
in Section 2.2.


 


“Cash Component Credit Amount”
is defined in Section 2.2.


 


“CERCLA” means the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq. (1980), and any
analogous foreign or state Law(s) and regulations, in each case as amended through the Closing.


 


“Claims” means any and
all administrative or judicial actions, suits, orders, claims, Liens, notices, notices of violations, investigations, complaints,
requests for information, proceedings, or other communication (written or oral), whether criminal or civil.


 


“Closing” is defined
in Section 2.3.


 


“Closing Date” means
the date of the Closing.


 


“Closing Date Purchase Price”
is defined in Section 2.2.


 


“Closing Net Working Capital”
means the combined Net Working Capital of the Acquired Companies, excluding the Thixoforming Division, determined as of the close
of business on the day immediately before the Closing Date.


 


“Closing Net Working Capital Percentage”
means the quotient, expressed as a percentage, of the Closing Net Working Capital over the Net Sales. As an example, if the Closing
Net Working Capital is $5,000,000 and the Net Sales is $10,000,000, the Closing Net Working Capital Percentage is 50%.


 


“Closing Statement” is
defined in Section 2.4(a).


 



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“COBRA” means the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, including the regulations and published interpretations thereunder,
and any similar state law.


 


“Code” means the United
States Internal Revenue Code of 1986, as amended.


 


“Competition Law Filings”
is defined in Section 5.8.


 


“Contract” means any
agreement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement or other contract or other commitment
(whether written or oral).


 


“Convertible Note” means
the convertible unsecured promissory note to be issued by ARC to the U.S. Seller substantially in the form set forth on Exhibit
A.


 


“Copyrights” means mask
works, rights of publicity and privacy, and copyrights in works of authorship of any type, including Software, registrations and
applications for registration thereof throughout the world, all rights therein provided by international treaties and conventions,
all moral and common law rights thereto, and all other rights associated therewith.


 


“Disputed Amounts” is
defined in Section 2.4(d).


 


“DOJ” is defined in Section 5.8.


 


“Employee Benefit Plan”
is defined in Section 3.7(a).


 


“Environment” means all
surface waters, ground waters, air and land, including land surface and subsurface including fish, wild life and other natural
resource.


 


“Environmental Claims”
means any Claims relating in any way to any Environmental Law or any Environmental Permit, including any and all potential or actual
Claims by Governmental Authorities or any Person for investigation, enforcement, cleanup, removal, response, remediation, damages,
liability, loss contribution, indemnification, cost recovery, compensation or injunctive relief, resulting from: (a) an alleged
violation of liability under any Environmental Law; (b) an alleged injury to health, safety or the Environment; (c) the violation
of any Environmental Permit or condition thereof; or (d) the presence, release, use, discharge, transport, spill, leak, movement,
migration, or disposal of any Hazardous Materials at any location, including but not limited to any off-site location to which
Hazardous Materials or materials containing Hazardous Materials have been sent for handling, storage, treatment, or disposal.


 



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“Environmental Laws”
means any and all federal, state, local, territorial, provincial and foreign, civil and criminal laws, common law doctrine (including,
without limitation, negligence, nuisance, trespass, personal injury or property damage), statutes, ordinances, orders, codes, rules,
regulations, Environmental Permits, policies, guidance documents, judgments, decrees, injunctions or agreements with any Governmental
Authority relating to the protection of health and the Environment, or governing the handling, use, generation, treatment, storage,
transportation, disposal, manufacture, distribution, formulation, packaging, labeling or release of Hazardous Materials, whether
now existing or subsequently amended or enacted, including REACH, EC Regulation 1907/2006, CERCLA, 42 U.S.C. §9601 et
seq. (1980); the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. §§ 6901 et seq.; the Clean Water Act, 33 U.S.C. §§ 1251
et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air
Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et
seq.; the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq.; the Federal Insecticide, Fungicide
and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301
et seq.; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., and any law
or regulation in force in Hungary concerning without limitation (i) the protection of human health, the work place or the environment,
or (ii) the generation, manufacture, transportation, storage, treatment, use or disposal of chemicals or any other pollutants or
contaminants or industrial, radioactive, dangerous, toxic or hazardous substances, organism, article or wastes (whether in solid,
semi-solid or liquid form or in the form of gas or vapor), and (iii) the application of technologies or production of noise, oscillation,
or radiation that may be detrimental to the environment.


 


“Environmental Permits”
means all permits, approvals, certifications, franchise identification numbers, licenses, registrations and other authorizations
required under or issued pursuant to any applicable Environmental Law, including all amendments thereto and conditions thereof.


 


“ERISA” means Employee
Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“European Assets” means:


 


(a)          the
Transferred Real Property;


 


(b)          the
Transferred Employees; and


 


(c)          the
Transferred Assets and Transferred Contracts, include each of the following items, the ownership of which will transfer as contemplated
by this Agreement from the European Seller to the Acquired European Company:


 


i.            all
machinery, equipment, furniture, fixtures, furnishings, computer hardware and CIP assets, vehicles, tools, dies, molds, and parts
and similar property (including any of the foregoing purchased subject to any conditional sales or title retention agreement in
favor of any other Person);


 


ii.         all
raw materials, work in process, finished goods, spare parts, replacement and component parts, manufacturing supplies, and tooling;


 


iii.         all
of the rights relating to the European Seller under contracts, commitments, and other instruments entered into by European Seller
in connection with the Business;


 


iv.         all
credits, prepaid expenses, deferred charges, advance payments, security deposits, and prepaid items relating to the Transferred
Employees and Transferred Contracts;


 



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v.           all
note and accounts receivable (including retentions) and all notes, bonds, and other evidences of indebtedness of and rights to
receive payments from any Person, contingent or otherwise related to the Transferred Contracts;


 


vi.         all
Intellectual Property owned by European Seller;


 


vii.         all
of the following (in any form or medium, except relating exclusively to Excluded Assets or Excluded Liabilities): price lists,
customer lists, customer files, distribution lists, production data, purchasing materials, manufacturing and quality control records
and procedures, blueprints, research and development files, data and laboratory books, open sales order files, quotation logs and
quote file history, proposals, databases, historical account information, system design and operating manuals, drawings, instruction,
maintenance records, written quality assurance processes and procedures, and standard operating procedures related to the
Transferred Real Property, Transferred Assets, Transferred Employees and Transferred Contracts;


 


viii.         to
the extent their transfer is permitted by Law, all permits, including all applications therefor;


 


ix.         all
rights to causes of action, lawsuits, judgments, claims, and demands of any nature available to or being pursued by European Seller
relating to the Transferred Real Property, Transferred Assets, Transferred Employees and Transferred Contracts
to the extent transferable under Hungarian Law or other applicable Law other than those that relate to an Excluded Asset or Excluded
Liability;


 


x.         Acquired
Operation Cash; and


 


xi.            All
guarantees, warranties, indemnities, and similar rights with respect to any Transferred Real Property, Transferred Asset
or Transferred Contract.


 


“European Purchase Price”
is defined in Section 2.2.


 


“European Seller” is
defined in the preamble.


 


“European Shares” means
all of the equity interests in the Acquired European Company.


 


“Exchange
Act” is defined in Section 4.5(a).


 


“Excluded Assets” means:


 


(a)          European
Seller’s corporate seal, minute books, charter documents and corporate stock record books;


 


(b)          All
rights of European Seller under any Intercompany Account;


 


(c)          All
rights to repayments or refunds for any Taxes for any periods or partial periods before the Closing Date;


 



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(d)          All
rights and any claims of European Seller under this Agreement; and


 


(e)          European
Seller cash and cash equivalents (including marketable securities and short-term investments) other than Acquired Operation
Cash.


 


“Excluded Liabilities”
means


 


(a)          All
Liabilities and obligations for any Taxes of European Seller for any periods or partial periods ending before the Closing Date;


 


(b)          All
Liabilities or obligations of European Seller to any Intercompany Account;


 


(c)          All
Liabilities or obligations arising from or related to any of the Excluded Assets; and


 


(d)          All
Liabilities or obligations of European Seller under the Transaction Agreements.


 


“FTC” is defined in Section 5.8.


 


“Governmental Authority”
means any federal, national, state, provincial, local, or similar United States or foreign government, governmental, regulatory
or administrative authority (including any Taxing authority), agency or commission or any court, tribunal, or judicial or arbitral
body.


 


“Governmental Order”
means any order, writ, judgment, injunction, decree, consent decree, stipulation, determination or award entered by or with any
Governmental Authority.


 


“Hazardous Materials”
means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls (PCBs), hydrogen 3, and tritium (b) any other chemicals, materials or substances defined as or included in the definition
of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous
wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants”
or “pollutants”, or words of similar import, under any applicable Environmental Law, (c) any other chemical, material
or substance which is regulated by any Environmental Law or Governmental Authority and (d) a Hazardous Substance.


 


“Hazardous Substance”
shall have such meaning as defined in 42 USC § 9601(14) and as defined in any applicable state or local legislation or regulations.


 


“Historical Financial Statements”
means the unaudited balance sheets of the Acquired U.S. Company, excluding the Thixoforming Division, and the European Seller as
at March 28, 2010 and April 3, 2011 and income statements for the fiscal years ending on those dated, in the forms attached as
Exhibit B. The April 3, 2011 statements are further defined as the “Most Recent Historical Financial Statements.”


 



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“Income Taxes” means
any corporate income, franchise, net profits, excess profits or similar Taxes imposed or measured on the basis of gross or net
income.


 


“Income Tax Return” means
any Tax Return relating to Income Taxes.


 


“Indemnified Party” means
a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be.


 


“Indemnifying Party”
means Sellers pursuant to Section 9.2 or Buyer pursuant to Section 9.3, as the case may be.


 


“Independent Accountant”
is defined in Section 2.4(d).


 


“Intellectual Property”
means (a) Patents, (b) Trademarks, (c) Copyrights, (d) Trade Secrets, and (e) Software.


 


“Intercompany Account”
means, at any time, the obligations between the Acquired U.S. Company, European Seller or Acquired European Company, on the one
hand, and Sellers and any Affiliate of Sellers (other than the Acquired U.S. Company, European Seller or Acquired European Company),
on the other hand. Notwithstanding the foregoing, obligations of the Acquired European Company, on the one hand, and SPS/Unbrako
K.K., on the other hand, is not an Intercompany Account.


 


“Intercompany Agreement”
means, other than the Transaction Agreements, any agreement, understanding, arrangement or course of dealing between the Acquired
U.S. Company, European Seller or Acquired European Company, on the one hand, and Sellers and any Affiliate of Sellers (other than
the Acquired U.S. Company, European Seller or Acquired European Company), on the other hand. Notwithstanding the foregoing, any
agreement, understanding, arrangement or course of dealing between the Acquired European Company, on the one hand, and SPS/Unbrako
K.K., on the other hand, is not an Intercompany Agreement.


 


“Inventories” means all
inventory, merchandise, finished goods, work in process, raw materials, supplies and other personal property maintained, held or
stored by or for the Acquired U.S. Company and Acquired European Company at the Closing, and any prepaid deposits for any of the
same.


 


“IRS” means the United
States Internal Revenue Service.


 


“Knowledge of European Seller,”
“Knowledge of Sellers” and “Knowledge of U.S. Seller” including all similar uses of the concept,
including “aware,” “known to” and “knowledge of,” means at all relevant times before and as
of Closing, the actual knowledge, after reasonable inquiry, of any of the following individuals: Kevin Schwindt, Lisa Dockins,
and Melinda Topolcsik.


 


“Labour Code” means Act
XXII of 1992 on the Hungarian Labour Code.


 



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“Law” means any domestic
or foreign federal, or state statute, law, ordinance, rule, regulation, Governmental Order, writ, injunction, directive, judgment,
decree, or other requirement applicable to any of the Parties, or any of the Parties’ Assets and Properties, or applicable
to any of the Parties under the rules, regulations or policies of the NASDAQ stock market.


 


“Liabilities” means any
and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined
or determinable, including those arising under any Law (including any Environmental Law or Tax Law), Action or Governmental Order,
and those arising under any contract, agreement, arrangement, commitment or undertaking.


 


“Licensed Intellectual Property”
means Intellectual Property licensed to the Acquired U.S. Company or Acquired European Company pursuant to the Business IP Agreements.


 


“Liens” means any mortgage,
pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional
sale Contract, title retention Contract or Contract committing to grant any of the foregoing.


 


“Loss” is defined in
Section 9.2.


 


“M & A Qualified
Beneficiaries” is defined in Section 5.9(d).


 


“Material Adverse Effect”
means any result, occurrence, condition, fact, change, violation, event or effect that, individually or in the aggregate with any
other result, occurrence, condition, fact, change, violation, event or effect, has a material adverse effect or impact on the assets,
Liabilities, financial condition, business, results of operations of the Business taken as a whole, or on the ability of Sellers
to complete the Closing pursuant to the terms hereof or comply with their obligations hereunder, other than to the extent such
effects are due to, relate to or arise from: (a) any general economic, capital market, financial, political or regulatory
conditions, worldwide or in the United States or Europe; (b) factors generally affecting the industry or markets in which
the Business operates or to which its products are sold; (c) an outbreak, escalation or material worsening of hostilities,
war, acts of terrorism (including cyber terrorism), or other national or international calamity, crisis or emergency (including
natural disasters) or any governmental or other response to any of the foregoing, in each case whether or not involving the United
States or Europe; (d) changes, or proposed changes, in Law or interpretations or implementation thereof between the date hereof
and the Closing; (e) the transactions contemplated by this Agreement and the public announcement thereof or any announcement
pursuant to Section 5.7; (f) actions by customers or suppliers; (g) loss of personnel, suppliers or customers; (h) the delay
or cancellation of orders for services and products; (i) the taking of any action (or omitting
to take action) to the extent required by any Transaction Agreement or consented to in writing by either Buyer; (j) any
event, change or effect resulting from the identity of either Buyer or its Affiliates; (k) any failure of the Business to meet
financial projections (but not excluding any of the reasons for or factors contributing to the failure); (l) any event, change
or effect resulting from the breach of any Transaction Agreement by either Buyer; and (m) any matters disclosed in Sellers’
Disclosure Schedule or any Update thereto; except, in the case of (a) through (b), as may have a material disproportionate
effect on the Business relative to other comparable companies operating in the industry in which the Business operates.


 



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“Material Contracts”
is defined in Section 3.10.


 


“Most Recent
Historical Financial Statements” is defined under the defined term “Historical Financial Statements.”


 


“Net Sales” means the
aggregate of all revenue attributable to (i) sales, leases, tooling sales, and all other revenues derived by the Acquired U.S.
Company, but excluding revenues attributable to the Thixoforming Division; (ii) European Seller and (iii) the Acquired European
Company, in each case, for the 12 month period immediately prior to the Closing Date, net of discounts, returns, freight and other
ordinary course of business allowances determined in accordance with the Accounting Standards. For example, Net Sales for the fiscal
year ended April 3, 2011, was $25,291,305.


 


“Net Working Capital”
means the aggregate dollar amount of trade accounts receivable, Acquired Company Cash, total inventory, total CIP and prepaid expenses
minus the aggregate dollar amount of trade accounts payable, accrued liabilities, and customer deposits as determined in
accordance with the Accounting Standards, excluding in each case amounts related to the Thixoforming Division. For example, Net
Working Capital, excluding Acquired Company Cash, for the fiscal year ended April 3, 2011, was $6,037,495. For purposes of clarity,
Net Working Capital shall exclude any and all Taxes which are accrued, deferred, due or payable by any Seller or the Acquired European
Company prior to Closing.


 


“Note Adjustment” is
defined in Section 9.8.


 


“Parties” is defined
in the preamble.


 


“Patents” means United
States, foreign and international patents, patent applications and statutory invention registrations, including reissues, divisions,
continuations, continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties
and conventions.


 


“Permitted Liens” means
(a) minor imperfections of title that do not materially detract from the value or impair the use of any asset; (b) liens
for Taxes, assessments, and other governmental charges or levies not yet due and payable or delinquent or which are being contested
in good faith by appropriate action and as to which adequate reserves have been established in accordance with the Accounting Standards;
(c) statutory liens of mechanics, materialmen, warehousemen or carriers, and similar liens arising by operation of Law in
the ordinary course of business for sums not yet due or being contested in good faith and as to which adequate reserves have been
established in accordance with the Accounting Standards; and (d) applicable zoning laws and ordinances
and municipal regulations and rights reserved to or vested in any Governmental Authority to control or regulate real property and
realty rights.


 


“Person” means any individual,
partnership, firm, joint stock corporation, limited liability company, association, trust, unincorporated organization or other
entity.


 


“Post-Closing Adjustment”
is defined in Section 2.4(a).


 



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 “Post-Closing Tax Period”
means any Tax Period beginning after the Closing Date and that portion of any Straddle Period from and after the day immediately
following the Closing Date.


 


“Pre-Closing Tax Period”
means any Tax Period ending on or before the Closing Date and that portion of any Straddle Period through the Closing Date.


 


“Product Liability Claim”
means a Claim made by a third-party alleging injury to person or property as a result of a product defect, malfunction, design
defect, product failure or similar failure.


 


“Purchase Price” means,
collectively, the U.S. Purchase Price and the European Purchase Price, plus or minus the Post-Closing Adjustment.


 


“REACH” means EC Regulation
1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals.


 


“Resolution Period” is
defined in Section 2.4(c).


 


“Review Period” is defined
in Section 2.4(b).


 


“Seller Fundamental Reps”
is defined in Section 9.1(a).


 


“Seller Indemnified Party”
is defined in Section 9.3.


 


“Sellers” is defined
in the preamble.


 


“SEC” is defined in Section 4.5(a).


 


“SEC Documents” is defined
in Section 4.5(a).


 


“Services Agreement”
is defined in Section 5.2.


 


“Shares” means U.S. Shares
and European Shares.


 


“Software” means computer
software, programs and databases in any form, including Internet web sites, web content and links, source code, object code, operating
systems and specifications, data, databases, database management code, utilities, graphical user interfaces, menus, images, icons,
forms, methods of processing, software engines, platforms and data formats, all versions, updates, corrections, enhancements and
modifications thereof, and all related documentation, developer notes, comments and annotations.


 


“Straddle Period” means
any Tax Period beginning on or before the Closing Date and ending after the Closing Date.


 


“Statement of Objections”
is defined in Section 2.4(c).


 



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“Subsidiary” means any
Person that directly or indirectly, beneficially owns more than twenty-five percent (25%) of either the equity interests in, or
the voting control of, another Person.


 


“Taxes” means any and
all taxes, charges, fees, levies, tariffs, duties, Liabilities, impositions or other assessments in the nature of a tax (together
with any and all interest, penalties and additions thereto) imposed by any Governmental Authority, including, without limitation,
income, estimated income, alternative minimum, gross receipts, profits, excise, real or personal property, environmental, sales,
use, value-added, ad valorem, withholding, social security, retirement, employment, unemployment, workers’ compensation,
occupation, service, license, net worth, capital stock, payroll, franchise, gains, stamp, transfer and recording taxes, and any
of the foregoing arising with respect to any transfer pricing.


 


“Tax Period” means any
period prescribed by any Governmental Authority for which a Tax Return is required to be filed or a Tax is required to be paid.


 


“Tax Return” means any
report, return, information return, claim for refund, election, estimated Tax filing or payment, request for extension, document,
declaration, statement or certification filed with or submitted to, or required to be filed with or submitted to, any Governmental
Authority with respect to any Tax, including all attachments thereto and amendments thereof.


 


“Third Party Claim” is
defined in Section 9.5(b).


 


“Thixoforming Assets”
means all right, title and interest in and to the following tangible and intangible assets of U.S. Seller
exclusively related to the Thixoforming Division:


 


(a)          All
raw materials, work-in-process and finished goods exclusively related to the Thixoforming Division, and supplies and other inventory
of U.S. Seller exclusively related to the Thixoforming Division including, without limitation, spare parts, tools and supplies,
whether or not recorded in the U.S. Seller’s inventory records, and the shelves and shelving on which U.S. Seller now stores
the inventory;


 


(b)          The
machinery, equipment, tooling, dies and fixtures exclusively related to the Thixoforming Division and not included in inventory
described in (a), above;


 


(c)          All
rights of U.S. Seller, whether now existing or hereafter arising, against manufacturers, vendors or subcontractors with respect
to any of the inventory described in (a), above, or fixed assets described in (b), above, or any part thereof, including, without
limitation, all product warranties thereon and all rights, including any accounts receivable;


 


(d)          Copies
of all price lists, customer and vendor lists, historical sales data and other accounting and Thixoforming Division records, files
and data exclusively relating to the Thixoforming Division;


 


(e)          All
of U.S. Seller’s rights under all agreements exclusively related to the Thixoforming Division, including any accounts receivable;


 



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(f)          All
customer orders to purchase products of the Thixoforming Division and all deposits and other payments relating thereto;


 


(g)          All
rights to the name “Thixoforming”, all goodwill related to the foregoing, and an exclusive license to use the mark
“AFT-Thixoforming”;


 


(h)          all
patents, patent applications, specifications, processes, know-how, blueprints, drawings, designs, patterns, copyrights, copyright
applications, formulae, inventions, technology, trade secrets, proprietary information and other information and documents, in
each case exclusively relating to or exclusively used in connection with the development, manufacture, distribution or sale of
any products of the Thixoforming Division or the Thixoforming Division; and


 


(i)          the
Thixoforming Division building and related real property as described in detail on Schedule 1.


 


“Thixoforming Division”
means the Acquired U.S. Company’s business of manufacturing, fabricating, producing, marketing, distributing, and selling
magnesium alloy components.


 


“Thixoforming Easements”
is defined in Section 2.8.


 


“Thixoforming Liabilities”
means all Liabilities and obligations of the Acquired U.S. Company exclusively related to the Thixoforming
Division of any nature, known or unknown, contingent or absolute, accrued or otherwise, including, but not limited to (a) all
accrued expenses and accounts payable of the Acquired U.S. Company exclusively related to the Thixoforming Division, (b) all
tax and environmental liability exclusively related to the Thixoforming Division, and (c) all product liability and product warranty
obligations of the Acquired U.S. Company exclusively related to the Thixoforming Division.


 


“Trade Secrets” means
trade secrets, know-how and other confidential or proprietary technical, business and other information, including manufacturing,
engineering and production processes and techniques, research and development information, technology, drawings, specifications,
designs, plans, proposals, methodologies, technical data, financial, marketing and business data, pricing and cost information,
business and marketing plans, industrial models, customer and supplier lists and information, and all rights in any jurisdiction
to limit the use or disclosure thereof.


 


“Trademarks” means United
States, foreign and international service marks, service names, brand names, business and product names, trade dress, logos, trade
names, corporate names, URL addresses, domain names and symbols, slogans and other indicia of source or origin, including the goodwill
of the business symbolized thereby or associated therewith, common law rights thereto, registrations and applications for registration
thereof throughout the world, all rights therein provided by international treaties and conventions, and all other rights associated
therewith.


 


“Transaction Agreements”
means this Agreement and the Convertible Note.


 



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“Transfer Taxes” means
any and all transfer, documentary, sales, use, stamp, registration, value added, recording, escrow and other similar Taxes incurred
in connection with the transactions contemplated by the Transaction Agreements (including recording and escrow fees and any real
property or leasehold interest transfer or gains tax and any similar Tax).


 


“Transferred Assets”
means (i) all the fixed assets and current assets listed in Schedule 2(a), as may be updated by mutual agreement of the Parties
(not to be unreasonably withheld) on or before the Closing Date to take into account new and terminated customers and customers
who do not consent to the assignment and transfer and (ii) all other fixed assets and current assets mutually agreed by the
Sellers and U.S. Buyer.


 


“Transferred Contracts”
means (i) all the customer and supplier contracts listed in Schedule 2(b), as may be updated by mutual agreement of the Parties
(not to be unreasonably withheld) on or before the Closing Date to take into account new and terminated customers and customers
who do not consent to the assignment and transfer and (ii) all other customer and supplier contracts mutually agreed by the
Sellers and U.S. Buyer.


 


“Transferred Employees”
means the employees listed in Schedule 2(c), as may be updated by mutual agreement of the Parties (not to be unreasonably withheld)
on or before the Closing Date to take into account new and terminated employees and employees who do not consent to the assignment
and transfer.


 


“Transferred Real Property”
means the real property listed on Schedule 2(d).


 


“Treasury Regulation”
means the Treasury Regulation promulgated under the Code by the United States Department of Treasury.


 


“Update” is defined in
Section 5.10.


 


“U.S. Purchase Price”
is defined in Section 2.2.


 


“U.S. Seller” is defined
in the preamble.


 


“U.S. Seller Easements”
is defined in Section 2.8.


 


“U.S. Shares” means all
of the shares of capital stock of the Acquired U.S. Company.


 


ARTICLE 2

PURCHASE AND SALE


 


Section 2.1.          Purchase
and Sale.


 


(a)          Upon
the terms and subject to the conditions of this Agreement, at the Closing, U.S. Seller shall sell, assign, transfer, convey and
deliver to U.S. Buyer, the U.S. Shares free and clear of any encumbrance, and U.S. Buyer shall purchase the U.S. Shares from U.S.
Seller.


 



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(b)          Upon
the terms and subject to the conditions of this Agreement, at the Closing, European Seller shall sell, assign, transfer, convey
and deliver to U.S. Buyer or its assignee, the European Shares free and clear of any encumbrance, and U.S. Buyer or its assignee
shall purchase the European Shares from European Seller.


 


Section 2.2.          Closing
Date Purchase Price. The aggregate purchase price payable at Closing is $43,000,000 (the “Closing
Date Purchase Price”). Of the Closing Date Purchase Price, (a) the price attributable to the purchase of the European
Shares (the “European Purchase Price”) will be equal to the market value of the European Assets and Assumed
Liabilities, with the understanding that the market value is equal to the net book value, except with respect to the real property,
in which market value is equal to the net book value less $800,000 and (b) the remainder is attributable to the purchase of
the U.S. Shares (the “U.S Purchase Price”); provided the U.S. Purchase Price must be at least $17.2 million
($16 million of goodwill and $1.2 million in machinery and equipment book value). $25,400,000 of the Closing Date Purchase Price
is payable in cash (the “Cash Component”) at the Closing to an account designated by Sellers in writing not
less than three (3) Business Days before the Closing and $17,600,000 is payable to U.S. Seller by delivery of the duly executed
Convertible Note. The Cash Component is first attributable to the purchase of the European Shares, and any remainder is attributable
to the U.S. Shares. The Parties acknowledge and agree that U.S. Buyer shall be credited dollar for dollar as part of the Cash Component
of the aggregates amounts (a) equal to lower of (i) fifty percent (50%) of the insurance premium for the insurance policy described
in Section 5.13 or (ii) $100,000, provided that U.S. Buyer provides the U.S. Seller with evidence of the purchase of the premium
prior to Closing; and (b) fifty percent (50%) of the total amount of all Transfer Taxes described in Section 7.3, the amount
of Transfer Taxes owing to be mutually confirmed by the Parties before Closing (the “Cash Component Credit Amount”).
The Parties acknowledge and agree that the Cash Component Credit Amount shall be deemed to constitute payment and satisfaction
by Buyer of such portion of the Cash Component in amount equal to the Cash Component Credit Amount. The Parties acknowledge and
agree that the principal amount of the Convertible Note may be adjusted in accordance with Section 9.8.


 


Section 2.3.          Closing.
Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement, shall
take place at a closing (the “ AFT Closing”) to be held at the offices of Stoel Rives LLP, 900 SW Fifth
Avenue, Portland, Oregon at 10:00 a.m., Pacific time, which shall occur substantially simultaneously with the closing of the
ARC QMT Consolidation (the “ARC QMT Consolidation Closing” and referred together with the AFT Closing, as the
“Closing”) at the offices of Wuersch & Gering LLP, 100 Wall Street, New York, NY at 1:00 p.m. Eastern
time, on the third Business Day after the date on which the last of the conditions set forth in ARTICLE 8 are fulfilled or
waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or
waiver of those conditions) in accordance with this Agreement, or at such other place or at such other time or on such other date
as the Parties may mutually agree upon in writing. The Closing is deemed to have occurred at 12:01 a.m. Portland time on the Closing
Date.


 



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Section 2.4.          Post-Closing
Purchase Price Adjustment.


 


(a)          Preparation
of Closing Statement. Within 45 days after the Closing Date, U.S. Buyer shall prepare in accordance with the Accounting Standards
and deliver to U.S. Seller a statement (the “Closing Statement”) setting forth U.S. Buyer’s calculation
of Closing Net Working Capital, Net Sales, Closing Net Working Capital Percentage, and Post-Closing Adjustment. The “Post-Closing
Adjustment” is an amount equal to the product of (x) Closing Net Working Capital Percentage less 25.0% and (y)
Net Sales. If the Post-Closing Adjustment is a positive number, U.S. Buyer shall pay to U.S. Seller an amount equal to the Post-Closing
Adjustment in accordance with Section 2.4(g). If the Post-Closing Adjustment is a negative number, U.S. Seller shall pay to
U.S. Buyer an amount equal to the Post-Closing Adjustment in accordance with Section 2.4(g).


 


(b)          Examination.
U.S. Seller shall have 45 days after receipt of the Closing Statement (the “Review
Period”) to review the Closing Statement.


 


(c)          Objection.
On or before the last day of the Review Period, U.S. Seller may object to U.S. Buyer’s determination of Closing Net Working
Capital, Net Sales, Closing Net Working Capital Percentage, and Post-Closing Adjustment by delivering to U.S. Buyer a written statement
setting forth U.S. Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for U.S.
Seller’s disagreement (the “Statement of Objections”).
If U.S. Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working
Capital, Net Sales, Closing Net Working Capital Percentage, and Post-Closing Adjustment reflected in the Closing Statement are
deemed accepted by U.S. Seller. If U.S. Seller delivers a Statement of Objections before the expiration of the Review Period, U.S.
Seller and U.S. Buyer shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement
of Objections (the “Resolution Period”). If the objections
are resolved within the Resolution Period, the Closing Net Working Capital, Net Sales, Closing Net Working Capital Percentage,
and Post-Closing Adjustment, with changes agreed in writing by U.S. Seller and U.S. Buyer, will be final and binding.


 


(d)          Resolution
of Disputes. If U.S. Buyer and U.S. Seller fail to reach an agreement with respect to all of the matters set forth in the Statement
of Objections before expiration of the Resolution Period, then U.S. Buyer and U.S. Seller shall submit any amounts remaining in
dispute (“Disputed Amounts”) for resolution to an impartial
nationally recognized firm of independent certified public accountants other than U.S. Buyer’s or U.S. Seller’s accountants
(the “Independent Accountant”). The Independent Account
will act as an expert subject to the terms of this Section 2.4 and not an arbitrator, and shall resolve the Disputed Amounts only
and make any adjustments to the Closing Net Working Capital, Net Sales, Closing Net Working Capital Percentage, and Post-Closing
Adjustment in accordance with the Accounting Standards. The U.S. Buyer and U.S. Seller agree that all adjustments shall be made
without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by U.S. Buyer and
U.S. Seller and their decision for each Disputed Amount must be within the range of values assigned to each item in the Closing
Net Working Capital, Net Sales, and Closing Net Working Capital Percentage set forth in the Closing Statement and the Statement
of Objections, respectively.


 



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(e)          Fees
of the Independent Accountants. U.S. Buyer shall pay a portion of the fees and expenses of the Independent Accountant equal
to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountant
that are resolved in favor of U.S. Sellers (i.e., the difference between the Independent Accountant’s determination
and Buyer’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Independent
Accountant (i.e., the sum total by which U.S. Seller’s determination and U.S. Buyer’s determination differ from
the determination of the Independent Accountant). U.S. Seller shall pay that portion of the fees and expenses of the Independent
Accountant that U.S. Buyer is not required to pay hereunder.


 


(f)          Determination
by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within 30 days (or
such other time as U.S. Buyer and U.S. Seller shall agree in writing) after its engagement. The Independent Accountant’s
resolution of the Disputed Amounts and adjustments to the Closing Net Working Capital, Net Sales, Closing Net Working Capital Percentage,
and Post-Closing Adjustment is conclusive and binding upon the Parties.


 


(g)          Payments
of Post-Closing Adjustment. Except as otherwise provided in this Agreement, any payment of the Post-Closing Adjustment, together
with interest calculated as set forth below, is due (i) within three (3) Business Days of acceptance of the Closing Statement or
(ii) if there are Disputed Amounts, then within three (3) Business Days of the resolution of the Disputed Amounts by the Independent
Accountant. The Post-Closing Adjustment must be paid by wire transfer of immediately available funds to the account directed by
U.S. Buyer or U.S. Seller, as the case may be. The amount of any Post-Closing Adjustment bears interest from and including the
Closing Date to, but excluding, the date of payment at a rate per year equal to the rate of interest published by the Wall Street
Journal as the “prime rate” at large U.S. money center banks. Interest must be calculated daily on the basis of
a 365 day year and the actual number of days elapsed, compounded daily.


 


Section 2.5.          Allocation
of Purchase Price; Section 338(h)(10) Election.


 


(a)          U.S.
Seller and U.S. Buyer shall each make an election under Section 338(h)(10) of the Code with respect to the sale of the Shares.
The U.S. Purchase Price, as determined for all applicable Tax purposes, shall be allocated among the assets of the Acquired U.S.
Company deemed to be sold as a result of the Section 338(h)(10) election consistent with the principles set forth on the Allocation
Schedule attached as Schedule 2.5. The allocation described above shall be adjusted, as mutually agreed by the U.S. Buyer
and Sellers to reflect the Post-Closing Adjustment, the additional consideration paid pursuant to Section 2.5(a), any other adjustments
under this Agreement, and to quantify any items in a manner that is consistent with the Closing Statement.


 


(b)          Each
of the Parties agrees (i) to report, and to cause their respective Affiliates to report, the federal, state, local, foreign and
other Tax consequences of the purchase and sale contemplated hereby, including the filing of Internal Revenue Service Form 8594,
in a manner consistent with the allocation of the Purchase Price between the U.S. Purchase Price and the European Purchase Price,
as specified in Section 2.2, and with the allocation of the European Purchase Price and U.S. Purchase Price in accordance
with this Section 2.5, and (ii) not to take any position inconsistent therewith in any Tax Return, refund claim, litigation,
or otherwise, unless otherwise required by applicable Law.


 



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 Section 2.6.          ARC
Consolidation. Concurrent with the Closing, U.S. Buyer shall cause ARC, U.S. Buyer, and any
ARC Affiliates to take any and all actions which are necessary or advisable to effect the ARC Consolidation. Sellers shall promptly
execute and deliver to the U.S. Buyer, at the sole cost and expense of the U.S. Buyer, any and all documents, certificates or
instruments in addition to the Transaction Agreements that are reasonably requested by the U.S. Buyer pursuant to any and all
requirements of Law which are necessary for purposes of accomplishing the effectiveness of the ARC Consolidation at Closing; provided,
however, that the U.S. Buyer will not be responsible for any attorney fees of the Sellers pursuant to any obligations of Sellers
under this Section 2.6.


 


Section 2.7.          Settlement
of Intercompany Accounts. Before the Closing, Sellers shall cause the Acquired Companies to settle
all Intercompany Accounts. 


 


Section 2.8.          Transfer
of Thixoforming Assets; Assumption of Thixoforming Liabilities; Easements. Prior to the Closing,
U.S. Seller shall cause the Acquired U.S. Company to transfer the Thixoforming Assets to U.S. Seller, an Affiliate of U.S. Seller,
or a third party buyer of the Thixoforming Division, and to grant easements, rights and/or licenses
in favor of the Thixoforming Division on the real property retained by the Acquired U.S. Company,
including related to common access, utilities, use of the Acquired U.S. Company’s loading dock, and drainage, which easements,
rights and/or licenses will be recorded on the affected parcels (collectively, the “Thixoforming Easements”).
The recipient of the Thixoforming Assets shall assume the Thixoforming Liabilities. Prior
to Closing, the Acquired U.S. Company shall reserve (or the Thixoforming Division will grant the Acquired U.S. Company), certain
easements, rights and/or license related to access to certain common access, utilities, hydrogen
and argon storage tanks (the “U.S. Company Easements”). If there are any expenses, costs or fees related to
the establishment and recording of the Thixoforming Easements and U.S. Company Easements, these expenses, costs or fees will be
borne equally by the U.S. Seller and U.S. Buyer. Costs of ongoing maintenance and repair of (a) shared facilities under the Thixoforming
Easements and U.S. Company Easements (and costs of for irrigation water and electric power provided to the common parking/access
lighting and landscape irrigation system(s)) and the cost of argon gas from the argon tank currently on the Thixoforming Division
real property and serving both the Thixoforming Division real property and the Acquired U.S. Company property generally shall be
borne in proportion to the parties’ respective usage, (b) of the dock, and common lighting, irrigation and drainage facilities
(subject to (c) and (e), below) on the Acquired U.S. Company property  and the liquefied gas tanks serving the Acquired U.S.
Company property located on the Thixoforming Division real property shall be borne by the Acquired U.S. Company, (c) of facilities
solely serving one or the other parcel shall be solely borne by the owner of that parcel, (d)  of the common lighting and
irrigation facilities (subject to (c), above, and (e), below) (i) on the Thixoforming Division real property shall be borne by
the owner of the Thixoforming Division real property and
(ii) on the Acquired U.S. Company property shall be borne by the Acquired U.S. Company, and (e) in all cases with each party responsible
to repair extraordinary damage to the easement area(s) and facilities caused by such party.


 



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Section 2.9.          Transfer
of the European Assets and Assumption of Assumed Liabilities. Prior to the Closing, the European
Seller shall organize the Acquired European Company as its wholly owned subsidiary and contribute or transfer the European Assets
to the Acquired European Company, and shall cause the Acquired European Company to assume the Assumed Liabilities. 


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF SELLERS


 


Sellers represent and
warrant with respect to the Acquired Companies to U.S. Buyer that, except as set forth in Sellers’ Disclosure Schedule:


 


Section 3.1.          Existence;
Authority. 


 


(a)          U.S.
Seller is a corporation duly organized and validly existing under the Laws of the state of Oregon. U.S. Seller has full corporate
power and authority, as applicable, to enter into this Agreement and to carry out its respective terms. U.S. Seller has taken all
corporate action necessary to authorize the execution, delivery, and performance of this Agreement. U.S. Seller is not in default
under, or in violation of, any provision of its articles of incorporation or bylaws. This Agreement has been duly and validly executed
and delivered by U.S. Seller. This Agreement is binding upon and enforceable against U.S. Seller in accordance with its terms,
except as enforceability may be limited or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
or other Laws of general application relating to or affecting creditors’ rights and remedies generally and (ii) rules
of Law governing specific performance, injunctive relief, or other equitable remedies. The execution and delivery by U.S. Seller
of this Agreement, the performance by U.S. Seller of its obligations hereunder and the consummation of the transactions contemplated
hereby does not and will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of
the articles of incorporation or bylaws of the Acquired U.S. Company.


 


(b)          The
Acquired U.S. Company is a corporation duly organized and validly existing under the Laws of the state of Colorado. The Acquired
U.S. Company is not in default under, or in violation of, any provision of its articles of incorporation or bylaws. The Acquired
U.S. Company is duly qualified or licensed to do business as a foreign corporation in each jurisdiction in which it owns or leases
real property and each other jurisdiction in which the conduct of its business requires such qualification. The Acquired U.S. Company
has all necessary corporate power and authority to own, lease, and operate its Assets and Properties and to carry on its business
as now conducted. The Acquired U.S. Company has not, and has never had, any Subsidiaries, and holds no equity, partnership, limited
liability company, joint venture or other interest in any Person.


 



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 (c)          European
Seller is a Hungarian limited liability company. European Seller is not in default under, or in violation of, any provision of
its organizational charter. European Seller is registered in the Hungarian trade registry. European Seller has full corporate
power and authority to enter into the Transaction Agreements to which it is a party and to carry out their respective terms. European
Seller has taken all corporate action necessary to authorize the execution, delivery, and performance of this Agreement. This
Agreement has been duly and validly executed and delivered by European Seller. This Agreement is binding upon and enforceable
against European Seller in accordance with its terms, except as enforceability may be limited or affected by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting creditors’
rights and remedies generally and (ii) rules of Law governing specific performance, injunctive relief, or other equitable
remedies. The execution and delivery by European Seller of the Transaction Agreements, the performance by European Seller of its
obligations under the Transaction Agreements and the consummation of the transactions contemplated thereby does not and will not
conflict with or result in a violation or breach of any of the terms, conditions or provisions of the charter documents of the
European Seller.


 


(d)          As
of the Closing Date, the Acquired European Company will be a Hungarian limited liability company. Except as contemplated by this
Agreement, as of the Closing Date, the Acquired European Company will be registered in the Hungarian trade registry and will be
duly qualified or licensed to own or lease the real property used in its business. Except as contemplated by this Agreement, as
of the Closing Date, the Acquired European Company will have all necessary corporate power and authority to own, lease, and operate
its Assets and Properties and to carry on the business of the Acquired European Company as conducted with respect to the Acquired
Operation. Between the date of its organization and the Closing Date, the Acquired European Company will not have any Subsidiaries,
and will not hold any equity, partnership, limited liability company, joint venture or other interest in any Person. 


 


Section 3.2.          Capitalization.
Subject to the organization of the Acquired European Company, Sellers have (a) the entire right, title, and interest in and
to the Shares, and (b) full right, power, capacity, and authority to validly sell, assign, convey, and transfer the Shares
to U.S. Buyer. If and when transferred to U.S. Buyer as provided in this Agreement, the Shares will be transferred free and clear
of all liens, encumbrances, or claims of others. Sellers have not granted or agreed to grant to any other Person a right, whether
absolute or contingent, to purchase or acquire any of the Shares, and no Person (other than U.S. Buyer) has any such right.


 


Section 3.3.          No
Adverse Consequences. The execution, delivery, and performance of this Agreement by Sellers (a) 
does not require Sellers or the Acquired Companies (i) to obtain the consent, approval, or authorization of any Governmental Authority
having jurisdiction over Sellers other than such filings as may be required under any Competition Law, reports under the Securities
Exchange Act of 1934, as amended, filings with the New York Stock Exchange, filings required to organize the Acquired European
Company and transfer the European Assets and Assumed Liabilities contemplated by this Agreement, and consents, approvals, or authorization
not required to be obtained until after Closing or to the extent applicable in the course of the transfer of the European Assets
and assumption of Assumed Liabilities pursuant to Section 2.9 above or (ii) to submit or file of any notice, report, or other
filing with any Governmental Authority having jurisdiction over Sellers other than such filings as may be required under any Competition
Law, reports under the Securities Exchange Act of 1934, as amended, filings with the New York Stock Exchange, filings required
to organize the Acquired European Company and transfer the European Assets and Assumed Liabilities contemplated by this Agreement,
and filings not required to be made until after Closing or to the extent applicable in the course of the transfer of the European
Assets and assumption of Assumed Liabilities pursuant to Section 2.9 above; (b) will not violate any Law, judgment, order,
injunction, decree, or ruling of any Governmental Authority applicable to Sellers; and (c) will not, either alone or with
the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in a material
breach of the terms, conditions or provisions of, or constitute a material default under any Material Contract or permit. 


 



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 Section 3.4.          Litigation.
There is no litigation, proceeding, or investigation pending or, to Knowledge of Sellers, threatened,
against Sellers or the Acquired Companies with respect to the Business.


 


Section 3.5.          Compliance
with Laws. Each Seller is in material compliance with all Laws as in effect on the date of this
Agreement applicable to the conduct of the Business, or applicable to its employees employed in the Business. 


 


Section 3.6.          Labor
Matters.


 


(a)          The
Acquired U.S. Company is not a party, or otherwise subject, to any labor or collective bargaining agreement and there are no labor
unions or other organizations representing, purporting to represent or, to Knowledge of U.S. Seller, attempting to represent any
employees of the Acquired U.S. Company. There is no representation petition respecting the employees of the Acquired U.S. Company
pending before any Governmental Authority or, to Knowledge of U.S. Seller, threatened to be brought or filed.


 


(b)          The
European Seller is not, and, at the Closing Date, the Acquired European Company will not be, a party, or otherwise subject to as
the operator or successor of the Acquired Operation any labor or collective bargaining agreement and other than a works council,
there are no labor unions or other organizations representing, purporting to represent or, to Knowledge of European Seller, attempting
to represent any employees of European Seller or the Acquired European Company. There is no representation petition respecting
the employees of European Seller or Acquired European Company pending before any Governmental Authority or, to Knowledge
of European Seller, threatened to be brought or filed.


 


Section 3.7.          Employee
Benefits; Employees.


 


(a)          The
Sellers’ Disclosure Schedule lists all pension, retirement, profit sharing, deferred compensation, bonus, commission, incentive,
stock option, restricted stock, life insurance, health and disability insurance, hospitalization, self-insured health plans, severance
pay plans and all other employee benefit plans or arrangements established or maintained by European Seller and the Acquired Companies,
including, without limitation, any and all such plans within the scope of ERISA (each, an “Employee Benefit Plan”
and collectively, the “Employee Benefit Plans”).


 


(b)          With
respect to each Employee Benefit Plan, Sellers have made available prior to the Closing Date a correct and complete copy (or, to
the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (i) the most recent copies
of all documents constituting or embodying such Employee Benefit Plans, (ii) the most recent favorable IRS determination or
opinion letter, if applicable, (iii) the most recent summary plan description, and (iv) the most recent Form 5500 and attached
schedules, if applicable.


 



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 (c)          Each
Employee Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law (including
under ERISA and the Code, as applicable), except as would not reasonably be expected to result in material liability to the Acquired
Companies. No suit, administrative proceeding, action or other litigation has been brought or threatened against or with respect
to any such Employee Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor.


 


(d)          None
of the Acquired Companies or European Seller participates in, and has not withdrawn from participation in, a “multiemployer
plan” as defined in ERISA section 37A, any “multiple-employer welfare arrangement” as defined in ERISA section 40A,
or any employee pension benefit plans (within the meaning of ERISA section 3(2)) maintained by multiple employers that are
not members of the same controlled group of entities. Except as set forth in the Sellers’ Disclosure Schedule, none of the
Employee Benefit Plans is a defined benefit pension plan subject to Title IV of ERISA.


 


(e)          With
respect to each Employee Benefit Plan, neither the Sellers nor any of their relevant Affiliates is currently liable for any material
Taxes arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise
to any such material liability for Taxes. Neither Sellers nor any of their relevant Affiliates has incurred any material liability
under or arising out of Title IV of ERISA that has not been satisfied in full (other than any liability for premiums to the Pension
Benefit Guaranty Corporation arising in the ordinary course), and no fact or event exists that would reasonably be expected to
result in such a liability.


 


(f)          Sellers
have not incurred any material liability in respect of post-employment health, medical or life insurance benefits for any current
or former employee of the Acquired Companies, except as may be required under COBRA or similar Laws and at the expense of the current
or former employee.


 


(g)          Sellers
provided U.S. Buyer with a complete and accurate list of all employees and sales persons currently employed or engaged by the Acquired
U.S. Company (other than employees of the Thixoforming Division) and European Seller, together with the position held by each person,
the amount of the annual compensation (separating base salary and other forms of compensation) of each person and all employee
credit for unused vacation time and other paid time off that has been accrued through the date of this Agreement. The Acquired
U.S. Company and European Seller have paid in full to those employees all wages, commissions, bonuses and other compensation for
all services performed by them through the date of this Agreement (other than accrued paid time off as set forth in the Most Recent
Historical Financial Statements and as accrued in the ordinary course of business since that date of those statements and amounts
accrued since the end of the last pay period) and each of the Acquired U.S. Company and European Seller is not subject to any claim
for non-payment or non-performance of any of the foregoing.




 






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(h)          Sellers’
Disclosure Schedule lists all open workers’ compensation claims of employees of the Acquired U.S. Company.


 


Section 3.8.          Real
Property. The Sellers’ Disclosure Schedule contains a list of all real property currently
owned or leased by the Acquired Companies (other than the real property included in the Thixoforming Assets) and European Seller,
and a list of all leases or other material agreements applicable thereto. Sellers have delivered to U.S. Buyer copies of all leases
and other agreements listed in the Sellers’ Disclosure Schedule. All such leases are in full force and effect. None of the
Acquired Companies or European Seller are in material default under any such leases and, to the Knowledge of Sellers, no event
has occurred and is continuing that, with the passage of time or upon giving of notice or both, would constitute an event of material
default thereunder. The improvements on the real property owned or leased by the Acquired U.S. Company and, with respect to the
Acquired Operation, by the Acquired European Company are adequate and suitable for the purposes presently being used and there
are no condemnation or appropriation proceedings pending or threatened against real property or the improvements thereon. 


 


Section 3.9.          Tangible
Personal Property. Except as contemplated by this Agreement, as of the date of this Agreement,
the Acquired U.S. Company and European Seller have, and, as of the Closing, the Acquired Companies will have, good and marketable
title to, or the right to possession under valid leases of, all of the tangible personal property used
in its business that is material to the operation of its Business, free and clear of all encumbrances, except Permitted
Liens. All such tangible personal property is adequate and suitable for the conduct by the Acquired Companies of the Business conducted
by the Acquired U.S. Company and European Seller as of the date of this Agreement, such use complies in all material respects with
all applicable Laws, and there are no condemnation or appropriation proceedings pending or threatened against such tangible personal
property or improvements thereon.


 


Section 3.10.        Certain
Contracts and Arrangements. Sellers’ Disclosure Schedule lists all written Contracts to
which any of the Acquired Companies or the European Seller is a party that are material to the conduct of the Business, other
than purchase orders entered into in the ordinary course of business, including all guarantees of any indebtedness or other obligations
of or by the Acquired Companies or European Seller (any such contract, a “Material Contract”). Sellers have
delivered to U.S. Buyer copies of all written Material Contracts (including any and all amendments and other modifications to such
Material Contracts) or in the case of oral Material Contracts complete and accurate written descriptions of each Material Contract.
The Material Contracts are valid and binding obligations of the Acquired U.S. Company, European Seller or the Acquired European
Company, as applicable, and, to Knowledge of Sellers, the other parties thereto, enforceable against such parties in accordance
with their respective terms except as the same may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium, or other Laws relating to or affecting the enforcement of creditors’ rights generally and
(b) Laws governing specific performance, injunctive relief, or other equitable remedies. The Acquired U.S. Company and European
Seller and, to Knowledge of Sellers, each other party thereto, have complied in all material respects with each such Material Contract,
and the Acquired U.S. Company and European Seller and, to Knowledge of Sellers, each other party thereto have not caused or permitted
to occur a material default under any of Material Contracts, nor has the Acquired U.S. Company, the European Seller or the Acquired
European Company granted or been granted any material waiver or forbearance with respect to any of Material Contracts.


 



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 Section 3.11.        Taxes.


 


(a)          All
Income Tax Returns and all other material Tax Returns required to be filed by or on behalf of the Acquired Companies and European
Seller have been timely filed and all Taxes shown to be due on those Tax Returns have been timely paid. All such Tax Returns were
correct and complete in all material respects and completely reflect the income, franchise or other tax liability and all other
information required to be reported thereon.


 


(b)          None
of the Acquired Companies or European Seller is the beneficiary of any extension of time within which to file any Tax Return, other
than extensions which do not require the affirmative consent of the relevant Governmental Authority, and no waiver of any statute
of limitations in respect of Taxes nor any agreement for extension of time with respect to a Tax assessment or deficiency is in
effect or been entered into by or on behalf of the Acquired Companies or European Seller, as the case may be.


 


(c)          There
is no pending dispute, claim, audit, or investigation, concerning any Tax liability of the Acquired Companies or European Seller
by or with any Tax authority either (i) for which Sellers or the Acquired Companies have received written notice or (ii) to
the Knowledge of Sellers, otherwise.


 


(d)          All
material Taxes required by applicable Tax Law to be withheld or collected by or on behalf of the Acquired Companies or European
Seller in connection with any amounts paid or owing to any employee or independent contractor, creditor or other party relating
to the Business have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Authority.


 


(e)          None
of the Acquired Companies or European Seller has within the past five years distributed stock of another company, or has had its
stock distributed by another company, in a transaction that was purported or intended to be governed in whole or in part by Code
Sections 355 or 361.


 


(f)          To
the Knowledge of Sellers, Sellers do not expect any Tax authority to assess any additional Taxes against or in respect of the Acquired
Companies for any past period.


 


Section 3.12.       Historical
Financial Statements. The Historical Financial Statements were prepared using materially accurate
data derived from the books and records of the Acquired U.S. Company and the European Seller, in the ordinary course of business
and fairly present the financial condition of the Acquired U.S. Company, excluding the Thixoforming Division, and European Seller
as of their respective dates and the results of their operations for the periods indicated, in each case on a basis consistent
with prior periods and with the Accounting Standards. The Historical Financial Statements are not audited, reviewed, or compiled
and reflect income before interest income/expense, taxes, and extraordinary items.


 



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 Section 3.13.        Permits
and Licenses. Except as contemplated by this Agreement, as of the date of this Agreement, the
Acquired U.S. Company and European Seller hold, and, at Closing, the Acquired Companies will hold, all permits that are material
to the Business and necessary for the lawful conduct of the Business as currently conducted pursuant to the Laws applicable to
the Acquired Companies. Each U.S. Company permit and each permit with respect to the Acquired Operation is in full force and effect,
and, except as contemplated by this Agreement, will at Closing remain in full force and effect for operations of the Business
to the same and full extent as the Business is operated as of the date hereof, and neither the Acquired U.S. Company nor European
Seller is, or has received notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default)
under any such permit.


 


Section 3.14.        Environmental
Conditions.


 


(a)          To
Knowledge of Sellers, each of the Acquired Companies and European Sellers is in material compliance with all material terms, conditions
and provisions of all applicable Environmental Laws and Environmental Permits.


 


(b)          The
Acquired U.S. Company has not received written notice of, nor is the Acquired U.S. Company currently the subject of, (i) a pending
or, to Knowledge of U.S. Seller, threatened Environmental Claim or (ii) a civil, criminal, or administrative complaint
or notice of violation from any Governmental Authority alleging a violation of, or liability under, any Environmental Laws
applicable to the Acquired U.S. Company.


 


(c)          Neither
European Seller nor the Acquired European Company has received written notice of and is not the subject of, (i) a pending
or, to Knowledge of European Seller, threatened Environmental Claim or (ii) a civil, criminal, or administrative complaint
or notice of violation from any Governmental Authority alleging a violation of, or liability under, any Environmental Laws
applicable to European Seller or the Acquired European Company.


 


(d)          The
Acquired U.S. Company has obtained and holds all Environmental Permits which are required in respect of its business, operations
or assets and properties. Except as contemplated by this Agreement, the European Seller and the Acquired European Company
has obtained and holds all Environmental Permits in respect of its business, operations or assets and properties.


 


(e)          Except
as set forth in Sellers’ Disclosure Schedule, the Business has not previously involved the use, handling, manufacture, treatment,
processing, storage, generation, release, discharge, or disposal of any Hazardous Substances, except for the use, handling, manufacture,
treatment, processing, storage, generation, release, discharge, or disposal in material compliance with Environmental Laws of those
Hazardous Substances.


 



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 (f)           From
the date of acquisition of the U.S. Company and the European Seller through the Closing Date, each of the Acquired Companies,
the Acquired Operation and the European Seller was operated in material compliance with all material terms, conditions and provisions
of all applicable Environmental Laws and Environmental Permits.


 


Section 3.15.        Intellectual
Property.


 


(a)          The
Acquired Companies and European Seller own, free and clear of any lien or other encumbrance or restriction, or have the right to
use, the Business Intellectual Property. The Business Intellectual Property is adequate for European Seller and the Acquired Companies
to fulfill their obligations under the Material Contracts and to conduct the Business as conducted on the date of this Agreement.
Other than the Business Intellectual Property, no Intellectual Property is material to the conduct of the Business.


 


(b)          Neither
the Acquired U.S. Company nor the European Seller have received any written claim or demand of any Person, and neither is a party
to any proceeding pending or, to Knowledge of Sellers threatened, which challenges the rights of the Acquired U.S. Company or European
Seller in respect of (i) the Business Intellectual Property or (ii) the rights of the Acquired U.S. Company or European
Seller in respect of any material trade secret owned or used by them in the conduct of the Business. The Business Intellectual
Property is not subject to any outstanding order, ruling, decree, judgment, or stipulation by or with any court, arbitrator or
administrative agency. To the Knowledge of Sellers, none of the Acquired Companies or European Seller is infringing on the intellectual
property rights of any Person.


 


Section 3.16.        Products.
To the Knowledge of Sellers, no product manufactured, sold, leased or delivered by the Acquired
U.S. Company or European Seller is subject to any material guaranty, warranty, or other indemnity beyond the applicable standard
terms and conditions of sale or lease. Sellers have furnished U.S. Buyer with copies of the standard terms and conditions of sale
for each of the Acquired U.S. Company or European Seller. To the Knowledge of Sellers, as of the date of this Agreement, there
is not any material Product Liability Claim arising from or related to any product of the Acquired Companies or European Seller
with respect to the Acquired Operation.


 


Section 3.17.        Accounts
and Notes Receivable.  The existing accounts receivable and notes receivable of the Acquired
Companies and European Seller, on a combined basis, all of which are owed solely to the Acquired Companies or European Seller,
constitute valid claims arising from bona fide transactions in the ordinary course of business consistent with past practice and,
to the Knowledge of Sellers, are collectible in accordance with their terms at their recorded amounts. Reserves for doubtful accounts
have been established in accordance with the Accounting Standards. All accounts receivable which are thirty (30) days or more past
due as of April 1, 2012 are identified on the Sellers’ Disclosure Schedule.


 


Section 3.18.        Brokers
and Finders. Neither Sellers nor any of their respective officers, directors, or employees have
employed any broker, finder, or investment banker or incurred any liability for any commission, brokerage, or investment-banking
fee, or finder’s fee in connection with the transactions contemplated by the Transaction Agreements.


 



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 Section 3.19.        Absence
of Changes. Since the date of the Most Recent Historical Financial Statements, except as set
forth in the Sellers’ Disclosure Schedule and for the transactions contemplated by the Transaction Agreements, there has
not been any event or development which, individually or together with other such events, could reasonably be expected to have
a Material Adverse Effect and the Business has been conducted consistent with past practice. Without limiting the foregoing, except
as disclosed in the Sellers’ Disclosure Schedule and except for the transactions contemplated in the Transaction Agreements,
since the date of the Most Recent Historical Financial Statements neither Seller has:


 


(a)          (i)
declared, set aside or paid any dividend or other distribution in respect of the capital stock of the Acquired Companies or (ii)
directly or indirectly redeemed, purchased or otherwise acquired any such capital stock or other equity interests;


 


(b)          authorized,
issued, sold or otherwise disposed of, or granted any option with respect to any shares of capital stock or other equity interests
of the Acquired Companies, or modified or amended any right of any holder of any outstanding shares of capital stock or other equity
interests of the Acquired Companies or option with respect thereto;


 


(c)          except
as required by applicable Law or any employment agreement or other Benefit Plan in existence as of the date of this Agreement,
or consistent with past practice, (i) increased salary, wages or other compensation (including, without limitation, any bonuses,
commissions and any other payments) of any officer, employee or consultant of the Acquired Companies; (ii) established or modified
(A) targets, goals, pools or similar provisions under any Employee Benefit Plan, employment contract or other employee compensation
arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Employee Benefit Plan, employment
Contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (in whole
or in part) any Employee Benefit Plan;


 


(d)          (i)
incurred or increased any indebtedness, (ii) made or agreed to make any loans to any Person or (iii) made or agreed to make any
voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect
to, or waiver of any right of the Acquired Companies under, any indebtedness of or owing to the Acquired Companies;


 


(e)          suffered
any physical damage, destruction or other casualty loss (whether or not covered by insurance) adversely affecting any of the real
or personal property or equipment of the material Assets and Properties of the Acquired Companies or European Seller;


 


(f)          failed
to pay or satisfy when due any material obligation of the Acquired Companies;


 


(g)         acquired
any business or Assets and Properties of any Person (whether by merger, consolidation or otherwise) or disposed or leased, or incurred
a lien (other than a Permitted Lien) on, any Assets and Properties of the Acquired Companies, in each case, other than acquisitions
or dispositions of products in the ordinary course of business of the Acquired U.S. Company or European Seller consistent with
past practice;


 



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 (h)          entered
into, amended, modified, terminated (in whole or in part) or granted a waiver under or given any consent with respect to any Intellectual
Property;


 


(i)          commenced,
terminated or changed any line of the Business;


 


(j)          entered
into any transaction with any shareholder (or any shareholder’s Affiliates) or Affiliate of the Acquired Companies;


 


(k)          made
any change in the accounting methods or procedures of the Acquired Companies; or


 


(l)          entered
into any agreement to do any of the things described in the preceding paragraphs. 


 


Section 3.20.        No
Undisclosed Liabilities.


 


(a)          There
are no expenses incurred in the Business that are not reflected as an expense of the Acquired U.S. Company or the European Seller,
as the case may be, in the Historical Financial Statements.


 


(b)          As
of the date of the Most Recent Historical Financial Statements, neither the Acquired U.S. Company nor the European Seller had,
and, on the Closing Date, neither of the Acquired Companies will have, Liabilities with respect to the Business, including, without
limitation, Liabilities for borrowed money, taxes, accounts payable (including rent arrears), amounts owed to any shareholder (or
any shareholder’s Affiliates or relatives) or Affiliates of the Acquired Companies, customer orders, customer advances and
deposits, open purchase orders of the Acquired Companies (including, without limitation, commitments to suppliers of the Acquired
Companies for work-in-process), advances and deposits paid to suppliers of the Acquired Companies commissions or other compensation
owed to employees of the Acquired Companies, customer claims, product liability or personal injury claims, and warranty claims,
except (i) Liabilities reflected, reserved for or disclosed in the balance sheet included in the Historical Financial Statements,
(ii) Liabilities disclosed in the Sellers’ Disclosure Schedule, (iii) Liabilities incurred in the ordinary course
of business consistent with past practice since the date of the Most Recent Historical Financial Statements and in accordance with
the provisions of this Agreement, (iv) Liabilities incurred in connection with performance of the Transaction Agreements which
are expressly provided to be Assumed Liabilities, or (v) Liabilities or obligations that are not, individually or in the aggregate,
material to the Business up to $50,000 in the aggregate.


 


Section 3.21.        Insurance.
The Sellers’ Disclosure Schedule contains a true and complete list specifying the type
of coverage and the insurer of all liability, property, workers’ compensation, directors
and officers liability and other insurance policies (including any self-insurance programs, if any) currently in effect that insure
the Business of the Acquired U.S. Company and European Seller or employees of the Acquired U.S. Company or European Seller or affect
or relate to the ownership, use or operation of any of the Assets and Properties of the Acquired U.S. Company or European Seller.
Except as set forth in the Sellers’ Disclosure Schedule, all of these policies are maintained by U.S. Seller or its Affiliates
and will not continue to cover the Acquired Companies, the Business, or the Assets and Properties of the Acquired Companies after
Closing. None of Sellers, the Acquired U.S. Company, or any Person to whom such policy has been issued has failed to give any significant
notice or present any significant claim under any such policy in due and timely fashion. 


 



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 Section 3.22.        Related
Party Transactions. As of the date of this Agreement, neither the Acquired U.S. Company nor
the European Seller is, and, as of the Closing, neither of the Acquired Companies will be, indebted, directly or indirectly, to
any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing,
other than in connection with expenses or advances of expenses incurred in the ordinary course of business, for salary, wages
or other compensation, for other customary employee benefits made generally available to all employees, for Intercompany Accounts,
and for transactions contemplated by this Agreement. None of the Acquired Companies’ directors or officers, or any members
of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Acquired Companies,
or, to the Knowledge of Sellers, have any (a) material commercial, industrial, banking, consulting, legal, accounting, charitable
or familial relationship with any of the Acquired Companies’ customers, suppliers, service providers, joint venture partners,
licensees and competitors; (b) direct or indirect ownership interest in any Person with which either of the Acquired Companies
is affiliated or with which either of the Acquired Companies has a business relationship, or any firm or corporation which competes
with the Acquired Companies, except that directors, officers or employees or Affiliates of the foregoing may own stock in (but
not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies; or (c) financial interest in any
Material Contract.


 


Section 3.23.        Relationships
with Customers and Suppliers. Since the date of the Most Recent Historical Financial Statements,
no business relationship of the Acquired Companies or European Seller, with any customer, supplier or any group of customers or
suppliers whose purchases or sales, as the case may be, are individually or in the aggregate material to the Business has been
or, has been threatened in writing to be, terminated, canceled, or materially and adversely limited or modified, and, to the Knowledge
of Sellers, there exists no present condition or state of facts or circumstances with respect to those business relationships that
would reasonably be expected to have a Material Adverse Effect on the Business, or prevent the Acquired Companies from conducting
the Business in substantially the same manner in which it is now conducted after the Closing.


 


Section 3.24.        Inventory;
Supplier Deposits and Payments. The Sellers’ Disclosure Schedule sets forth a list of (a)
raw metal powder and feedstock powder inventory, production parts work in process, and finished goods of the Acquired U.S. Company
and European Seller as of April 1, 2012 and (b) all open supplier purchase orders as of April 1, 2012 with respect to the Acquired
U.S. Company and European Seller, which list is, to Sellers’ Knowledge, true and complete in all material respects. To Sellers’
Knowledge, as of the date of this Agreement, the Acquired U.S. Company and European Seller owns, and, as of the Closing, the Acquired
Companies will own, all of its inventory free and clear of any Liens other than Permitted Liens.


 



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 Section 3.25.        Due
Diligence Investigation. Sellers have no knowledge of the existence or nonexistence or occurrence
or nonoccurrence of any event, condition or circumstance the existence, nonexistence, occurrence or nonoccurrence of which would
cause any representation or warranty of U.S. Buyer contained in this Agreement to be untrue or inaccurate in any respect. Sellers
have entered into the transactions contemplated by the Transaction Agreements with the understanding, acknowledgement and agreement
that no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise)
of the Business. Sellers acknowledge that no current or former stockholder, director, officer, employee, Affiliate or advisor
of U.S. Buyer has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of
the Transaction Agreements, express or implied. 


 


Section 3.26.        Disclaimer
of Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE 3 (as
modified by Sellers’ Disclosure Schedule and any Update), which U.S. Buyer has an unqualified right to fully rely on, neither
the Sellers nor any other Person makes any other express or implied representation or warranty with respect to the Acquired Companies,
the Business, the Sellers, or transactions contemplated by this Agreement. Each of the Sellers disclaims any other representations
or warranties, whether made by the Sellers or any of their respective Affiliates, officers, directors, employees, agents or representatives.
Except for the representations and warranties contained in this ARTICLE 3 (as modified
by Sellers’ Disclosure Schedule and any Update), each Seller hereby disclaims all liability and
responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished
(orally or in writing) to U.S. Buyer or its Affiliates or representatives (including any opinion, information, projection, or
advice that may have been or may be provided to U.S. Buyer by any director, officer, employee, agent, or representative of the
Sellers or any of their respective Affiliates). 


 


ARTICLE 4

REPRESENTATIONS AND WARRANTIES

OF U.S. BUYER


 


Except as disclosed on U.S. Buyer’s
Disclosure Schedule, U.S. Buyer hereby represents and warrants to Sellers with respect to ARC and U.S. Buyer that:


 


Section 4.1.          Existence.
U.S. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Utah. 


 


Section 4.2.          Authorization
and Binding Obligation. The U.S. Buyer has full corporate power and authority to enter into the
Transaction Agreements and to carry out its respective terms. The U.S. Buyer has taken all corporate action necessary to authorize
the execution, delivery, and performance of the Transaction Agreements to which it is a party. The Transaction Agreements to which
a Buyer is a party have been duly and validly executed and delivered by that Buyer. U.S. Buyer and ARC are not in default under,
or in violation of, any provision of their articles of incorporation or bylaws. Each Transaction Agreement to which a Buyer is
a party is binding upon and enforceable against that Buyer in accordance with its respective terms, except as enforceability may
be limited or affected by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application
relating to or affecting creditors’ rights and remedies generally and (b) rules of Law governing specific performance,
injunctive relief, or other equitable remedies. The execution and delivery by U.S. Buyer of this Agreement, the performance by
U.S. Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby does not and will not conflict
with or result in a violation or breach of any of the terms, conditions or provisions of the articles of incorporation or bylaws
of U.S. Buyer or ARC.


 



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 Section 4.3.          Absence
of Conflicting Agreements or Required Consents. The execution, delivery and performance of the
Transaction Agreements by U.S. Buyer (a) do not require (i) the consent, approval, or authorization of any Governmental
Authority having jurisdiction over U.S. Buyer (other than such approvals as may be required under any Competition Law) or of any
third party or (ii) the submission or filing of any notice, report, or other filing with any Governmental Authority having
jurisdiction over the U.S. Buyer; (b) will not violate the corporate charter and other organizational documents of the U.S.
Buyer; (c) will not violate any Law, judgment, order, injunction, decree, or ruling of any Governmental Authority applicable
to U.S. Buyer; and (d) will not, either alone or with the giving of notice or the passage of time or both, conflict with,
constitute grounds for termination of, or result in a breach of the terms, conditions or provisions of, or constitute a default
under any agreement, instrument, license, or permit individually or in the aggregate material to the transactions contemplated
hereby and to which U.S. Buyer is subject.


 


Section 4.4.          ARC
Capitalization.


 


(a)          Except
as disclosed in U.S. Buyer’s Disclosure Schedule, as of the date of this Agreement, the authorized capital stock of ARC consists
of 250,000,000 shares of common stock, $0.0005 par value per share, and 2,000,000 shares of preferred stock, $0.001 par value per
share. As of the date of this Agreement, (i) 3,091,350 shares of common stock are issued and outstanding, all of which are
duly authorized, validly issued, fully-paid and non-assessable, (ii) no options to purchase any shares of common stock are
outstanding, (iii) no restricted stock units to receive shares of common stock are outstanding, and (iv) no shares of preferred
stock are issued or outstanding. There are no bonds, debentures, notes or other indebtedness or securities of ARC that have the
right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which
ARC’s stockholders may vote. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other
voting securities of ARC are issued or outstanding. Except for the outstanding options described above, as of the date of this
Agreement, there are no rights to purchase any issued or unissued capital stock of ARC, or obligating ARC to issue, grant or sell
any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, ARC and any preemptive
rights relating to the ARC. All shares of ARC’s common stock subject to issuance as described above shall, upon issuance
on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued,
fully paid and nonassessable. No shares of ARC’s common stock were issued, and no options were granted by ARC, in violation
of preemptive rights of any Person. No shares of ARC’s common stock are held by any Subsidiary of ARC.


 



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 (b)          As
of the date of this Agreement, ARC does not have, nor on the Closing Date will it have, any contractual or other obligation to
(i) repurchase, redeem or otherwise acquire any shares of ARC’s common stock or any capital stock of any of ARC’s
Subsidiaries, or (ii) make any investment (in the form of a loan, capital contribution or otherwise) in any of the ARC’s
Subsidiaries or any other Person, except in the case of clause (i) in connection with ARC’s right to accept shares
of its common stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise
of options granted by ARC. All of the outstanding shares of capital stock and voting securities of each Subsidiary of ARC are
owned, directly or indirectly, by ARC and are duly authorized, validly issued, fully paid and nonassessable, were issued without
violation of preemptive rights of any Person, and those shares of capital stock and voting securities of each of the Subsidiaries
owned by ARC, directly or indirectly, are free and clear of all Liens.


 


(c)          As
of the date hereof, neither ARC nor any of its Subsidiaries owns, or has any contractual or other obligation to acquire, any equity
securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, nor
will ARC or any of its Subsidiaries have any of the foregoing on the Closing Date.


 


(d)          The
shares of common stock issuable upon conversion of the Convertible Note have been duly reserved for issuance, and upon issuance
in accordance with the terms of the Convertible Note, will be validly issued, fully paid and nonassessable and free of restrictions
on transfer other than restrictions on transfer under applicable federal and state securities laws and liens or encumbrances created
by or imposed by Sellers.


 


Section 4.5.          ARC’s
SEC Documents and Financial Statements.


 


(a)          ARC,
or U.S. Buyer on behalf of ARC, has furnished or made available (including via EDGAR) to Sellers complete and correct copies of
all forms, documents, statements and reports filed by ARC with, or furnished by ARC, to the Securities and Exchange Commission
(“SEC”) since December 31, 2009 (those forms, documents, statements and reports, including any amendments thereto,
the “SEC Documents”). ARC has filed or otherwise transmitted all forms, reports, statements, certifications
and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since
December 31, 2009 except as disclosed in the U.S. Buyer’s Disclosure Schedule. As of their respective filing dates, the SEC
Documents complied as to form in all material respects with the requirements of the Exchange Act of 1934 (the “Exchange
Act”) and the Securities Act of 1933 applicable to the SEC Documents, and none of the SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not misleading. ARC, or U.S. Buyer on behalf of ARC, has
made available to Sellers copies of all material written correspondence between the SEC, on the one hand, and the ARC and any of
its Subsidiaries, on the other hand, since December 31, 2009. To the knowledge of U.S. Buyer after due inquiry, none of the SEC
Documents is the subject of ongoing SEC review or outstanding SEC comment; provided, ARC may receive comment letters, from the
SEC on any filing made related to the transactions contemplated herein.


 


(b)          The
financial statements of ARC, including the notes thereto, included in the SEC Documents (collectively, the “ARC Financial
Statements”) complied in all material respects with applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP (except
in the case of unaudited quarterly reports, as indicated in the notes thereto) applied on a basis consistent throughout the periods
indicated (except as may be indicated in the notes thereto). The ARC Financial Statements fairly present in all material respects
the consolidated financial condition and operating results of ARC and its Subsidiaries at the dates and during the periods indicated
therein (subject, in the case of unaudited statements, to normal year-end adjustments).


 



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 (c)          ARC
has established and maintains disclosure controls and procedures and internal controls over financial reporting (as those terms
are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15
under the Exchange Act. ARC’s disclosure controls and procedures are reasonably designed to ensure that all material information
required to be disclosed by ARC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC, and that all material information is accumulated
and communicated to ARC’s management as appropriate to allow timely decisions regarding required disclosure and to make
the certifications required pursuant to Items 304, 307, and 308 or 308T, as applicable, of Regulation S-K of the Exchange Act.


 


(d)          ARC
has disclosed, based on its most recent evaluation prior to the date hereof, to ARC’s auditors and the audit committee of
the ARC’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely
affect in any material respect ARC’s ability to record, process, summarize and report financial information and (ii) any
fraud, whether or not material, that involves management or other employees who have significant roles in ARC’s internal
controls over financial reporting. As of the date of this Agreement, (y) ARC has not identified any material weaknesses in
internal controls and (z) ARC is not aware of any facts or circumstances that would prevent its chief executive officer and
chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted
pursuant to Items 304, 307, and 308 or 308T, as applicable, of Regulation S-K of the Exchange Act, without qualification, when
next due.


 


(e)          Each
of the “principal executive officer” and the “principal financial officer” (each, as defined under the
Exchange Act) of ARC has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Items 304, 307, and
308 or 308T, as applicable, of Regulation S-K of the Exchange Act with respect to the SEC Documents.


 


Section 4.6.          Undisclosed
Liabilities. As of the date hereof, to the knowledge of U.S. Buyer and ARC, there exist no Liabilities
or obligations of ARC or any of its Subsidiaries that are material to ARC, whether accrued, absolute, contingent or threatened,
either matured or unmatured, other than (a) Liabilities or obligations that are adequately reflected, reserved for or disclosed
in the ARC Financial Statements, (b) Liabilities or obligations incurred in the ordinary course of business of ARC and its
Subsidiaries consistent with past practice since the most recent ARC Financial Statements, (c) Liabilities incurred in connection
with the Transaction Agreements or the transactions contemplated by the Transaction Agreements, and (d) Liabilities or obligations
that are not, individually or in the aggregate, material to ARC.


 



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 Section 4.7.          Related
Party Transactions. Except as disclosed in the U.S. Buyer’s Disclosure Schedule, ARC is
not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children
or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary
course of business, for salary, wages or other compensation and for other customary employee benefits made generally available
to all employees. None of ARC’s directors or officers, or any members of their immediate families, or any Affiliate of the
foregoing are, directly or indirectly, indebted to ARC or, to ARC’s knowledge, have any (a) material commercial, industrial,
banking, consulting, legal, accounting, charitable or familial relationship with any of ARC’s customers, suppliers, service
providers, joint venture partners, licensees and competitors; (b) direct or indirect ownership interest in any Person with
which ARC is affiliated or with which ARC has a business relationship, or any firm or corporation which competes with ARC except
that directors, officers or employees or stockholders of ARC may own stock in (but not exceeding two percent (2%) of the outstanding
capital stock of) publicly traded companies; or (c) financial interest in any material contract with ARC.


 


Section 4.8.          ARC
Assets. Except as disclosed in the ARC Financial Statements, the Assets and Properties owned
by ARC are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for Permitted Liens. With respect
to the Assets and Property leased by ARC, ARC is in compliance with such leases and, to its knowledge, holds a valid leasehold
interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.


 


Section 4.9.          Brokers
and Finders. Except as disclosed by the Seller in writing on a confidential basis, neither of
the U.S. Buyer nor any of its respective officers, directors, or employees have employed any broker, finder, or investment banker
or incurred any liability for any commission, brokerage, or investment-banking fee, or finder’s fee in connection with the
transactions contemplated by the Transaction Agreements, and the Sellers shall not be liable, responsible, or accountable to U.S.
Buyer or any third parties with respect to any and all obligations or payments of any such fees.1


 


Section 4.10.        Litigation
and Administrative Proceedings. There is no litigation, proceeding, or investigation pending
or threatened against the U.S. Buyer or ARC that seeks to enjoin or prohibit, or otherwise questions the validity of, any action
taken or to be taken pursuant to or in connection with the Transaction Agreements.


 


Section 4.11.        Purchase
for Investment. U.S. Buyer is not acquiring the Shares with a view to, or for sale in connection
with, any distribution thereof within the meaning of the Securities Act of 1933, as amended or any comparable state securities
laws.


 


Section 4.12.        Acquisition
Financing. U.S. Buyer will have adequate cash on hand at Closing to fully finance the cash portion
Closing Date Purchase Price without needing to seek equity or debt financing from any source. Notwithstanding the previous sentence,
U.S. Buyer has the right, without Sellers’ approval, to use any amounts of debt financing to pay the Closing Date Purchase
Price.


 



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Section 4.13.        Due
Diligence Investigation. U.S. Buyer has had an
opportunity to discuss the Business, management, operations and finances of the Business with Sellers’ and the Acquired
U.S. Company’s officers, directors, employees, agents, representatives and Affiliates, and has had an opportunity to inspect
the facilities of the Business. U.S. Buyer has conducted their own independent investigation of the Business. In making the decision
to execute and deliver the Transaction Agreements and to complete the transactions contemplated
by the Transaction Agreements, U.S. Buyer has relied solely upon the representations and warranties
of the Sellers set forth in ARTICLE 3 (and acknowledges that those representations and warranties are the only
representations and warranties made by Sellers), and have not relied upon any other information provided by, for or on behalf
of the Business or Sellers, or their agents or representatives, to U.S. Buyer in connection with the transactions contemplated
by this Agreement. U.S. Buyer has no knowledge of the existence or nonexistence or occurrence or nonoccurrence
of any event, condition or circumstance the existence, nonexistence, occurrence or nonoccurrence of which would cause any representation
or warranty of Sellers contained in this Agreement to be untrue or inaccurate in any respect. U.S. Buyer has not entered into
the transactions contemplated by this Agreement with the understanding, acknowledgement and
agreement that no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise)
of the Business. U.S. Buyer acknowledges that no current or former stockholder, director, officer, employee, Affiliate or advisor
of Sellers has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this
Agreement, express or implied. 


 


Section 4.14.        Disclaimer
of Other Representations and Warranties. Except for the representations and warranties contained
in this ARTICLE 4, as modified by U.S. Buyer’s Disclosure Schedule, which
Sellers have an unqualified right to fully rely on, neither of the U.S. Buyer nor any other Person makes any other express or
implied representation or warranty with respect to the transactions contemplated by this Agreement. The U.S. Buyer disclaims any
other representations or warranties, whether made by the U.S. Buyer or any of its Affiliates, officers, directors, employees,
agents or representatives. Except for the representations and warranties contained in this ARTICLE 4,
as modified by U.S. Buyer’s Disclosure Schedule, U.S. Buyer hereby disclaims
all liability and responsibility for any representation, warranty or information made, communicated, or furnished (orally or in
writing) to Sellers or its Affiliates or representatives (including any opinion, information, projection, or advice that may have
been or may be provided to Sellers by any director, officer, employee, agent, or representative of the U.S. Buyer or any of its
Affiliates). 


 


ARTICLE 5

PRE-CLOSING COVENANTS


 


The Parties agree as
follows with respect to the period between the execution of this Agreement and the Closing:


 



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Section 5.1.          General.
Each of the Parties will use commercially reasonable efforts to take all action and to do
all things necessary, proper, or advisable in order to complete and effect the transactions contemplated by the Transaction Agreements
(including satisfaction, but not waiver, of the conditions to Closing set forth in ARTICLE 8) and
will not take or fail to take any commercially reasonable action that could reasonably be expected to result in the non-fulfillment
of any such condition. The Sellers will cooperate in all reasonable respects to obtain all third-party consents and make all notices
to such third-parties that U.S. Buyer reasonably requests. Without limiting the generality of the foregoing, European Seller and
the Acquired European Company shall jointly notify in writing promptly after they execute the documents transferring the Transferred
Contract to the Acquired European Company each Person who is a counterparty to any Transferred Contract of the transfer and shall
seek to obtain each counterparty’s written consent to the transfer of its contract by the European Seller to the Acquired
European Company. If, before Closing, European Seller and the Acquired European Company do not receive consent from each counterparty
confirming that (a) the counterparty does not object to the transfer of the Transferred Contracts; and (b) the counterparty
intends to continue the legal relationship with the Acquired European Company after the date of transfer on the same terms as
those agreed to with European Seller, the Parties shall use their respective commercially reasonable efforts to seek to obtain
the missing consent for up to 30 days after Closing. None of U.S. Buyer, Sellers, or the Acquired Companies, however, will be
required to agree to any commercially significant amendment or to make any payment or any other financial concession of any agreement
as a condition of obtaining such consent. Sellers will promptly notify U.S. Buyer when Sellers obtain any required consent, make
any required filing or provide any required notice with any Governmental Authority or other Person regarding the transactions
contemplated hereby.


 


Section 5.2.          Services
Agreement. If U.S. Seller does not transfer the Thixoforming Assets and Thixoforming Liabilities
to a third party before Closing, U.S. Buyer and U.S. Seller, or an Affiliate of U.S. Seller, shall enter into an agreement whereby
the Acquired U.S. Company will continue to provide the services that it currently provides to the Thixoforming Division (the “Services
Agreement”) until the Thixoforming Assets and Thixoforming Liabilities are transferred to a third party upon the terms
and conditions, including fees and expenses, set forth in Schedule 5.2.


 


Section 5.3.          Notices
and Consents. After consulting with U.S. Buyer with respect to the notices and consents
referenced in Section 5.1, Sellers will give, or cause the Acquired Companies to
give, such notices to third parties and will use commercially reasonable efforts to obtain any third-party consents that U.S.
Buyer reasonably requests in connection with the transactions contemplated by the Transaction Agreements. 


 


Section 5.4.          Operation
of Business—Negative Covenants. Except as expressly contemplated by the Transaction Agreements,
Sellers will not, without the consent of U.S. Buyer, which may not be unreasonably withheld, cause or permit the Acquired Companies
to do any of the following with respect to the Acquired Companies:


 


(a)          amend
or otherwise change the Acquired U.S. Company’s articles of incorporation or bylaws or Acquired European Company’s
charter documents, except in connection with the Acquired European Company’s organization and the contribution and transfer
of the European Assets and Assumed Liabilities to the Acquired European Company;


 


(b)          issue,
sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant, or encumbrance of (i) other
than as contemplated by Section 2.9, any shares of capital stock of any class of the Acquired Companies, or any options,
warrants, convertible securities, or other rights of any kind to acquire any shares of capital stock, or any other ownership interest
(including any phantom interest), of the Acquired Companies or (ii) other than Permitted Liens or as contemplated by Section 2.7
and Section 2.8, a material portion of the Assets and Properties material to the Acquired Companies;


 



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(c)          acquire
(including by merger, consolidation, or acquisition of stock or assets) any Person or any division thereof or any material amount
of assets, except for acquisitions of inventory and supplies in the ordinary course of business and capital equipment not in excess
of $50,000;


 


(d)          incur
any indebtedness for borrowed money other than pursuant to Intercompany Accounts;


 


(e)          enter
into or amend a contract, agreement, commitment, or arrangement with respect to any matter set forth in Section 5.4(c) and
(d);


 


(f)          increase
the compensation payable or to become payable to (other than annual increases consistent with past practice) or grant any severance
or termination pay to, any of the directors, officers, employees or consultants of the Acquired Companies or of European Seller
employed in connection with the Business, except pursuant to existing contractual arrangements or existing compensation plans;


 


(g)          enter
into any employment or severance agreement with any director, officer, employee or consultant of the Acquired Companies Company
or of European Seller employed in connection with the Business;


 


(h)          establish,
adopt, enter into, or amend any bonus, compensation, stock, pension, retirement, deferred compensation, employment, severance or
other plan, policy or arrangement for the benefit of any director, officer, employee or consultant of the Acquired Companies or
of European Seller employed in connection with the Business other than as disclosed in item 4 of Section 3.19 of the Sellers’
Disclosure Schedule;


 


(i)          change
accounting practices;


 


(j)          declare,
set aside, or pay any dividend or make any other distribution to Sellers and their respective Affiliates, except for the distributions
contemplated in Section 2.7, Section 2.8 and Section 2.9;


 


(k)          manufacture
inventory in excess of production rates that are reasonably related to current customer demands;


 


(l)          enter
into, extend, renew, or amend in any material respect any Material Contract or terminate any Material Contract before the expiration
of the term thereof; or


 


(m)          violate,
breach, or default under, in any material respect, or take or fail to take any action that (with or without notice or lapse of
time or both) would constitute a material violation or breach of, or default under, any term or provision of any permit (including
without limitation any Environmental Permit) held or used by the Acquired Companies or European Seller or with respect to any Material
Contract.


 



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 Section 5.5.          Operation
of the Business–Affirmative Covenants. Except as provided in the Transaction Agreements,
unless U.S. Buyer otherwise agrees, Sellers shall with respect to the Business:


 


(a)          conduct
the Business in the ordinary course of business consistent with past practice and in material conformity with applicable Law,
except as contemplated by Section 2.7, Section 2.8 and Section 2.9, and, promptly following receipt, deliver
notice to U.S. Buyer and copies of any communication or notice received from any Governmental Authority or other Person alleging
any violation of any such Law or Order;


 


(b)          exercise
commercially reasonable efforts to (i) preserve the Business intact, (ii) preserve present commercially significant relationships
with and maintain the goodwill of with suppliers and customers, and others having business relations with it, (iii) keep in
full force and effect the Acquired Companies’ corporate existence and all material rights (including Business Intellectual
Property) relating to the Business, and (iv) maintain the assets (x) in the ordinary course of business consistent with practice
used for the twelve months immediately preceding the date hereof and (y) in adequate and suitable condition for the purposes for
which they are presently being used;


 


(c)          maintain
the respective Acquired Companies’ books and records in accordance with prior practice as used in the preparation of the
Historical Financial Statements; and


 


(d)          conduct
the Business in material compliance with applicable Law and with any licenses, permits, and other authorizations issued to it by
any Governmental Authority.


 


Section 5.6.          Access.
The relevant Seller will permit, and will cause the Acquired Companies to permit, representatives
of the U.S. Buyer to have access during normal business hours with reasonable notice, and in a manner so as not to interfere with
the normal operations of the Acquired Companies, as the case may be, to all premises, properties, personnel, books, records (including
Tax records), contracts, and documents of or pertaining to the Acquired Companies, in each case as the Buyer may reasonably request.
The Parties acknowledge that the U.S. Buyer will conduct an audit of the Historical Financial Statements prior to Closing. Sellers
and the Acquired Companies shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents,
auditors and other representatives reasonably to cooperate, in the preparation of the audit of the Historical Financial Statements
until the earlier of the completion of the audit or the termination of this Agreement. But (a) no proprietary information
belonging to third parties that is subject to a nondisclosure or confidentiality agreement or which constitutes or is likely to
constitute, in each Seller’s sole discretion, a business secret of a third party, will be disclosed to U.S. Buyer, and (b) no
information will be disclosed to the U.S. Buyer in violation of applicable Law. Any information obtained by U.S. Buyer, its employees,
representatives, consultants, attorneys, agents, lenders, and other advisors under this Section 5.6 is subject
to the confidentiality and use restrictions contained in Section 11.2.


 



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 Section 5.7.          Public
Announcements. No press release or other announcement to the employees, customers, or suppliers
of the Business or U.S. Buyer related to the Transaction Agreements or the transactions contemplated by the Transaction Agreements
will be issued without the joint approval of U.S. Buyer and Sellers, unless required by applicable Law or stock exchange requirements
or other applicable regulations of public or quasi-public Persons, in which case U.S. Buyer and Sellers will consult with each
other regarding the announcement before such announcement and furnish the other Party with a copy of the announcement after the
release. 


 


Section 5.8.          Competition
Law Filings. As soon as practicable following the date of this Agreement, Buyer and Sellers will
properly prepare and file, or cause to be filed, with the United States Federal Trade Commission (the “FTC”)
and the Antitrust Division of the United States Department of Justice (“DOJ”) any Notification and Report Forms
relating to the transactions contemplated by the Transaction Agreements required by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, as well as comparable pre-acquisition notification forms required by the acquisition notification and
control laws and regulations of any other applicable jurisdiction, as agreed to by the Parties (collectively, the “Competition
Law Filings”) to the extent required by the foregoing laws and regulations. Sellers and U.S. Buyer will promptly supply
any additional information that may be requested by the FTC, the DOJ, or the competition or merger control authorities of any other
jurisdiction and which the parties reasonably deem appropriate. The Parties will notify one another of the receipt of any comments
on, or any request for amendments or supplements to, any Competition Law Filing, and each Party shall supply the other Parties
with copies of all correspondence between such Party and each of its Subsidiaries and representatives, on the one hand, and the
FTC, the DOJ or other governmental entity or members of their respective staff or other appropriate officials, on the other hand,
with respect to Competition Law Filings. Each of U.S. Buyer and Sellers agree to use their commercially reasonable efforts to secure
termination of any waiting periods under any Competition Law or other applicable Law and to take promptly any and all steps necessary
to avoid or eliminate each and every impediment under any antitrust Laws or Competition Laws that may be asserted by any governmental
entity, so as to enable the Parties to close the transactions contemplated by the Transaction Agreements as expeditiously as reasonably
practicable, and to obtain the approval of any governmental entity required for the transactions contemplated by the Transaction
Agreements. Filing fees associated with the Competition Law Filings will, if such filings are required, be borne equally among
the U.S. Buyer and Sellers. 


 


Section 5.9.          Employee
Matters. 


 


(a)          Prior
to the Closing Date, all individuals who are employed by European Seller as of the date of this Agreement shall become the employees
of Acquired European Company pursuant to the provisions of Subsection 85/A (1) (b) of the Labour Code.


 



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(b)          U.S.
Buyer will, or will cause its Affiliates to, provide employees of the Acquired U.S. Company with wages, salaries, bonus opportunities,
and benefits (including health and welfare, retirement, and severance, but excluding benefits under any stock option plans, employee
stock purchase plans, and non-qualified executive deferred compensation plans) while they continue to be employed that are comparable
in the aggregate to the benefits provided such employees immediately prior to the Closing Date. Notwithstanding contained herein
anything to the contrary in this Agreement, U.S. Buyer will not assume the Sellers’ pension plan. U.S. Buyer or its applicable
Affiliates shall cause all of its benefit plans, policies or arrangements under which employees participate to recognize service
with the Acquired U.S. Company before the Closing Date, for all purposes, other than benefit accrual, if applicable, to the same
extent recognized by the Acquired U.S. Company at Closing. With respect to any benefit plans maintained by U.S. Buyer or its Affiliates
for the benefit of the employees, U.S. Buyer must, or must cause its Affiliates to, (i) waive, or use commercially reasonable
efforts to cause insurance carriers to waive, all limitations as to preexisting conditions, exclusions and waiting periods with
respect to participation and coverage requirements applicable to the employees (and their covered dependents) but, unless otherwise
required by applicable Law, only to the same extent recognized by the Acquired U.S. Company at Closing, and (ii) in determining
any deductible, out-of-pocket limitations or similar requirements under healthcare plans, give credit towards satisfying any applicable
deductible or similar requirements for the applicable plan year in which the Closing Date occurs with respect to an amount equal
the amount by which (A) the total expenses paid by any employee during the portion of the applicable plan year before the Closing
Date pursuant to all plans that are healthcare plans exceed (B) the amount of any employer- or plan-funded credits toward those
expenses with respect to similar plans maintained by the Acquired U.S. Company before the Closing Date. U.S. Buyer agrees to give
all employees credit for unused vacation time and other paid time off as (i) reflected on the Most Recent Historical Financial
Statements and (ii) has been accrued in the ordinary course of business after the date of the Most Recent Historical Financial
Statements. If U.S. Buyer does not provide to employees benefits that are comparable in the aggregate to the benefits provided
to such employees immediately before the Closing Date and that failure triggers an obligation to make any payments to those employees,
U.S. Buyer shall pay, and indemnify U.S. Seller from and against, any Liabilities for those payments.


 


(c)          Notwithstanding
any other provision of this Agreement, U.S. Seller and U.S. Buyer intend that all employee benefit matters covered in this Agreement
comply with the applicable Laws of the affected jurisdiction and, to the extent of any noncompliance, the provisions of this Agreement
will be reformed to achieve compliance in accordance with the intent of the parties to this Agreement. Moreover, U.S. Seller and
U.S. Buyer do not intend to create any third party beneficiary rights as to any employees respecting any provisions of this Agreement.
Nothing in Section 5.9(a)-(c), whether express or implied, shall confer upon any Person (including any current or former
director, officer or employee of, or consultant or independent contractor to, the U.S. Seller) any third party beneficiary or
other rights or remedies, including any right to employment or continued employment for any specified period or continued participation
in any benefit plan, of any nature or kind whatsoever under or by reason of Section 5.9(a)-(c).


 


(d)          U.S.
Buyer agrees to assume the obligation to provide, and the responsibility for complying with, all of the COBRA health benefit continuation
requirements with respect to all “M & A Qualified Beneficiaries” (within the meaning of Treas. Reg. Section 54.4980B-9,
Q & A 4) of the Acquired U.S. Company. Sellers will provide U.S. Buyer with data and information about employees and former
employees of the Acquired U.S. Company to enable U.S. Buyer to comply with the obligations it is assuming under this paragraph,
including the obligation to provide any election notices required under ERISA or the Code to M & A Qualified Beneficiaries
covered by this paragraph.


 



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(e)          After
the Closing, U.S. Buyer will be responsible for any workers’ compensation claims as disclosed in the Seller’s Disclosure
Schedule and will assume the defense thereof. U.S. Buyer will reimburse U.S. Seller for any amounts that U.S. Seller is required
to pay to any workers compensation insurer or administrator in respect of deductibles, self-insured amounts, or similar payments
relating to workers compensation or equivalent claims of employees of the Acquired U.S. Company on or after the Closing Date that
are paid by U.S. Seller, and U.S. Buyer will indemnify U.S. Seller with respect to any such amounts, net of any amounts recovered
by U.S. Seller that are attributable to refunds, insurance, or subrogation recoveries, in each case directly related to such claims.


 


Section 5.10.        Updates.
Subject to this Section 5.10, Sellers and U.S. Buyer have the right to update
the Sellers’ Disclosure Schedule and U.S. Buyer’s Disclosure Schedule, respectively, (either by amending existing
sections thereof or by adding new sections thereto) at any time at least ten (10) Business Days before the Closing Date in respect
of Developments (as defined in this Section 5.10) that arise after the date of this Agreement (“Update”).
The term “Development” means any development, circumstance, event, occurrence, fact, or other matter that arises
in the ordinary course of business or pursuant to the transactions contemplated by the Transaction Agreements after the date of
this Agreement and before the Closing Date that would cause any representation or warranty of Sellers or U.S. Buyer contained
in ARTICLE 3 or ARTICLE 4 of this Agreement, as the case may be, to be untrue or incorrect as of the Closing
Date. If any Update is made and U.S. Buyer does not have the right to terminate this Agreement, or do not elect to terminate this
Agreement, in accordance with Section 10.1 and proceeds with the Closing, then the condition set forth in Section 8.2(a)
shall be deemed to have been waived by U.S. Buyer, and the Sellers’ Disclosure Schedule shall be deemed to be amended as
of the Closing Date to incorporate the Update delivered to U.S. Buyer, and those Updates shall operate to cure or mitigate any
breach of any obligation of Sellers for purposes of U.S. Buyer’s right to seek indemnification under ARTICLE 9. If
any Update is made and Sellers do not have the right to terminate this Agreement, or do not elect to terminate this Agreement,
in accordance with Section 10.1 and proceeds with the Closing, then the condition set forth in Section 8.1(a) shall
be deemed to have been waived by Sellers, and U.S. Buyer’s Disclosure Schedule shall be deemed to be amended as of the Closing
Date to incorporate the Update delivered to Sellers, and those Updates shall operate to cure or mitigate any breach of any obligation
of U.S. Buyer for purposes of Sellers’ right to seek indemnification under ARTICLE 9. 


 


Section 5.11.        No
Solicitations. Between the date of this Agreement and the earlier of the Closing Date and
the termination of this Agreement, except as contemplated by Section 2.8, none of Sellers or any of their Affiliates
will take, nor will Sellers permit the Acquired Companies (or any investment banker, financial
advisor, attorney, accountant or other Person retained by or acting for or on behalf of Sellers, or the Acquired U.S. Company
or any such Affiliate) to take, directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, continue
any discussions with respect to, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination
with respect to the Acquired Companies, (b) to reach any agreement or understanding (whether or not such agreement or understanding
is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the
Acquired Companies, or (c) to furnish or cause to be furnished any information with respect to the Acquired Companies or to any
Person who Sellers or any Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the
process of, or may be, considering any Business Combination with the Acquired Companies in discussions or negotiations with any
Person other than U.S. Buyer with respect to any of the foregoing.


 



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Section 5.12.        Transfer
of European Assets and Assumed Liabilities.


 


(a)          On
or before Closing, European Seller and the Acquired European Company shall have taken all corporate action necessary to authorize
the execution, delivery, and performance of the obligations set forth in Section 2.9, and the documents executed by the European
Seller and the Acquired European Company shall be binding upon, and enforceable by, the Acquired European Company and European
Seller, as applicable, in accordance with terms, except as enforceability may be limited or affected by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting creditors’ rights
and remedies generally and (ii) rules of Law governing specific performance, injunctive relief, or other equitable remedies.


 


(b)          Each
of the European Seller and the Acquired European Company, as applicable, shall take the following actions before Closing:


 


i.            the
European Seller shall request a non-binding opinion of the works council operating at the European Seller before deciding on the
capital increase in accordance with Section 65-68 of Labour Code;


 


ii.         the
European Seller shall provide the works council operating at the European Seller with information it requests from the European
Seller pursuant to Section 68 of the Labour Code;


 


iii.         the
European Seller shall inform the Acquired European Company before the transfer of the Transferred Employees from the European Seller
to the Acquired European Company of the rights and obligations arising from the employment relationships of the Transferred Employees
in accordance with Section 85/A (3) of the Labour Code;


 


iv.         the
European Seller together with the Acquired European Company, in accordance with Section 85/B (1) of the Labour Code, shall notify
the works council operating at the European Seller at least 15 days before transferring the Transferred Employees from the European
Seller to the Acquired European Company of (x) the date of employee transfer; (y) the reason for employee transfer; and (z) the
legal, financial and social consequences affecting the Transferred Employees; and


 


v.           the
European Seller together with the Acquired European Company shall initiate consultation with the works council operating at the
European Seller regarding the planned measures affecting the Transferred Employees in accordance with Section 85/B (1) of
the Labour Code.


 



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Section 5.13.         Insurance.
U.S. Buyer may obtain insurance with a nationally reputable insurance carrier to cover the Acquired Companies obligations in respect
of product liability only for products manufactured before Closing. 


 


ARTICLE 6

POST-CLOSING COVENANTS


 


Section 6.1.          General.
If after the Closing any further action is necessary to carry out the purposes of the Transaction
Agreements, each of the Parties will take further action (including the execution and delivery of further instruments and documents)
as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting party
is entitled to indemnification therefor under ARTICLE 9).


 


Section 6.2.          Litigation
Support. If, and for so long as, any Party is actively contesting or defending against any action,
suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated
in the Transaction Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence,
event, incident, action, failure to act, or transaction on or before the Closing Date involving the Acquired Companies, each other
Party shall reasonably cooperate with it and its counsel in the defense or contest, make available its personnel, and provide such
testimony and access to its books and records as may be necessary in connection with the defense or contest.


 


Section 6.3.          Access
to Information.  Subject to any additional requirements of Section 7.2, each Party agrees
to retain its books and records relating to the Business for the periods before the Closing for a period of at least six (6) years.
For a period of at least six (6) years after the Closing Date, (a) Sellers will provide U.S. Buyer and its representatives with
reasonable access, at U.S. Buyer’s cost, to any books and records in the possession of Sellers to the extent those books
and records relate to the Business and (b) U.S. Buyer will provide Sellers and its representatives with reasonable access, at Sellers’
cost, to any books and records in the possession of U.S. Buyer to the extent those books and records relate to the Business. 


 


Section 6.4.          Operation
of ARC. U.S. Buyer shall cause ARC to conduct its business in material compliance with applicable
Law and with any material licenses, permits, and other authorizations issued to it by any Governmental Authority. 


 


Section 6.5.          Insurance.
If a Product Liability Claim arises after Closing (for an incident that occurred before Closing) for which insurance coverage remains
available under Sellers’ existing policy, Sellers agree to cooperate with U.S. Buyer to promptly tender U.S. Buyer’s
good faith Product Liability Claim to the insurance company. U.S. Seller shall promptly deliver to the Buyer any and all proceeds
obtained from the insurance coverage thereof, if any, without offset or deduction of any nature or kind whatsoever. Any proceeds
paid to Buyer pursuant to this Section 6.5 shall not be subject to the limits contained in Section 9.4(a). 


 



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 Section 6.6.          Further
Assurances. At any time and from time to time after the Closing, at the U.S. Buyer’s reasonable
request without further consideration, each Seller shall promptly execute and deliver such instruments of sale, transfer, conveyance,
assignment and confirmation, and take all such other action as the Buyer may reasonably request, to transfer, convey and assign
to the Buyer, and to confirm the Buyer’s title to, all of the Shares, to put the Buyer in actual possession and operating
control of the assets, properties and Business of the Acquired Companies and to promptly cooperate with Buyer in exercising all
rights to obtain such title and actual possession and operating control and to carry out the purpose and intent of this Agreement.



 


ARTICLE 7

TAX MATTERS


 


Section 7.1.          Returns
and Payment of Taxes.


 


(a)          U.S.
Seller and European Seller or their Affiliates shall (i) prepare and timely file (or cause to be prepared and filed) all Tax Returns
required to be filed by or with respect to the Acquired Companies, for all Tax Periods ending on or before the Closing Date, including
all federal, state, local or foreign consolidated or separate returns and combined reports in which either of the Acquired Companies
may or is required to join, and (ii) timely pay all Taxes due with respect thereto. The Parties agree that the Acquired Companies
shall be treated for these purposes as ceasing to be part of any consolidated or combined group of U.S. Seller or its Affiliates
as of the end of the day on the Closing Date, except with respect to extraordinary transactions or events occurring after the Closing
but before the end of the day on the Closing Date.


 


(b)          U.S.
Buyer shall (i) prepare and timely file (or cause to be prepared and filed) all Tax Returns of the Acquired Companies, as required
to be filed after the Closing Date other than those Tax Returns described in Section 7.1(a), and (ii) timely pay all Taxes
due with respect thereto. To the extent any such Tax Return includes a Pre-Closing Period or is a return for which the Sellers
could otherwise have an indemnification obligation pursuant to ARTICLE 9, U.S. Buyer shall (x) prepare such Tax Returns consistent
with past practices unless a contrary position is required by applicable Law, (y) allow Sellers a reasonable time, and in no event
less than twenty (20) Business Days for any Income Tax Return, to review and comment on the Tax Returns prior to filing, and (z)
not file such Tax Returns without Sellers’ prior consent, which shall not be unreasonably withheld, conditioned or delayed.
Sellers shall reimburse U.S. Buyer for the portion of the Taxes shown as due on any Straddle Period Tax Return that are attributable
to the Pre-Closing Tax Period on or before the later of ten (10) Business Days after request from Buyer for such reimbursement
and five (5) Business Days before such tax is due and payable.


 


(c)          For
purposes of this Agreement, in the case of any Straddle Period, the amount of Taxes attributable to the Pre-Closing Tax Period
shall be calculated as follows: (i) in the case of any Taxes that are based upon or measured by income, receipts, profits or wages,
that are imposed in connection with the sale or other transfer of property or services, or that are required to be withheld and
collected, the amount of such Taxes that are attributable to the Pre-Closing Tax Period shall be determined on the basis of a closing
of the books as of the end of the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through
entity in which either of the Acquired Companies holds a beneficial interest shall to the extent practical be deemed to terminate
at such time); and (ii) in the case of other Taxes, the amount of such Taxes that are attributable to the Pre-Closing Tax Period
shall equal the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number
of days in the taxable period through and including the Closing Date, and the denominator of which is the total number of days
in the taxable period.


 



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 (d)          Neither
Buyer nor any of its Affiliates shall file any amended Tax Return for or including any Pre-Closing Tax Period without U.S. Seller’s
consent.


 


Section 7.2.          Cooperation
on Tax Matters. Sellers, the Acquired Companies and U.S. Buyer shall reasonably cooperate, and
shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate,
in preparing, executing and filing all Tax Returns relating to the Acquired Companies and in resolving all disputes and audits
relating to Taxes of the Acquired Companies. Such cooperation shall include maintaining and making available to each other all
records relating to Taxes of the Acquired Companies and making employees available on a mutually convenient basis to provide additional
information or explanation of any materials provided hereunder or to testify at any proceedings relating to Taxes of the Acquired
Companies. Sellers and U.S. Buyer agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired
Companies relating to any Tax Period beginning before the Closing Date until the applicable statute of limitations (as may be extended)
has expired and to abide by all record retention agreements entered into with any Governmental Authority; and (b) to allow the
other Party and its representatives at times and dates mutually acceptable to the parties, to inspect, review and make copies of
such records as such Party may deem necessary or appropriate from time to time, such activities to be conducted during normal business
hours at such Party’s expense. 


 


Section 7.3.          Transfer
Taxes. All Transfer Taxes incurred in connection with U.S. Buyer’s acquisition of the Shares
shall be borne equally by the U.S. Buyer and U.S. Seller. To the extent a Seller pays
any Transfer Tax for which it is not liable under this Section 7.3, the U.S. Buyer shall reimburse the relevant Seller for
such Transfer Tax within ten (10) Business Days of delivery to the U.S. Buyer of evidence of payment of such Transfer Tax to the
applicable Governmental Authority. Notwithstanding anything to the contrary in this Agreement, any refund of Transfer Taxes is
for the benefit of the Party who paid the Taxes (whether directly or by way of reimbursing the other Party) and, if applicable,
shall be paid over to the Party within the (10) Business Days of another Party’s receipt of the refund. 


 


Section 7.4.          
Tax Refunds. Any Tax refunds (whether by payment, credit, offset, reduction in Tax or otherwise)
relating to any Pre-Closing Tax Period received after the Closing Date by U.S. Buyer, the Acquired U.S. Company or any of their
Affiliates (as determined after the Closing Date) shall be for the account of U.S. Seller, and U.S. Buyer shall pay over to U.S.
Seller the amount of any such refund within ten (10) Business Days after its receipt.


 



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 ARTICLE 8

CONDITIONS TO CLOSING


 


Section 8.1.          Conditions
to Obligations of Sellers. The obligations of Sellers to complete the transactions contemplated
by this Agreement shall be subject to the fulfillment or written waiver, at or before the Closing, of each of the following conditions:


 


(a)          Representations
and Warranties. The representations and warranties of U.S. Buyer contained in this Agreement shall be true and correct in all
material respects when made and must be true and correct in all material respects as of the Closing, except to the extent such
representations and warranties are as of another date, in which case, those representations and warranties shall be true and correct
in all material respects as of such date. The Buyer Fundamental Reps must have been true and correct when made and must be true
and correct as of the Closing, except to the extent the Buyer Fundamental Rep are as of another date, in which case, those representations
and warranties must be true and correct as of that date;


 


(b)          Covenants.
The covenants and agreements contained in the Transaction Agreements to be complied with by U.S. Buyer and ARC on or before the
Closing shall have been complied with in all material respects;


 


(c)          No
Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against any Party, seeking
to restrain or materially and adversely alter the transactions contemplated by the Transaction Agreements, which, in the reasonable,
good faith determination of Sellers, is likely to render it impossible or unlawful to complete such transactions. But the provisions
of this Section 8.1(c) do not apply if Sellers directly or indirectly solicited or encouraged the Action;


 


(d)          Consents
and Approvals. U.S. Buyer shall have received, each in form and substance reasonably satisfactory to Sellers, the authorizations,
consents, orders and approvals of Governmental Authorities listed in Schedule 8.1 to this Agreement;


 


(e)          Third
Party Consents. All consents (or in lieu thereof waivers) to the consummation of the Transaction Agreement as set forth on
Schedule 8.1(e), (i) shall have been obtained, (ii) shall not be subject to the satisfaction of any material condition that has
not be satisfied or waived and (iii) shall be in full force and effect.


 


(f)          ARC
QMT Consolidation. U.S. Buyer shall have provided to Sellers evidence, in form and substance reasonably satisfactory to Sellers,
that the ARC QMT Closing occurred; and


 


(g)          U.S.
Buyer’s Closing Deliveries. U.S. Buyer shall have delivered, or caused to be delivered, to Sellers at or before Closing
signed copies of each of the following:


 


i.            a
certificate of U.S. Buyer to the effect that each of the conditions specified in subsections (a) through (f) above are satisfied;


 


ii.         the
Services Agreement, if required under Section 5.2;


 



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 iii.         the
Convertible Note; and


 


iv.         Statement
of Acquisition related to the Acquired European Company in the form set forth on Schedule 8.2(i).


 


Section 8.2.          Conditions
to Obligations of Buyer. The obligation of U.S. Buyer to complete the transactions contemplated
by this Agreement are subject to the fulfillment or written waiver, at or before the Closing, of each of the following conditions:


 


(a)          Representations
and Warranties. The representations and warranties of Sellers contained in this Agreement shall be true and correct in all
material respects when made and must be true and correct in all material respects as of the Closing, except to the extent such
representations and warranties are as of another date, in which case, those representations and warranties shall be true and correct
in all material respects as of that date. The Seller Fundamental Reps must have been true and correct when made and must be true
and correct as of the Closing, except to the extent the Seller Fundamental Rep are as of another date, in which case, those representations
and warranties must be true and correct as of that date;


 


(b)          Covenants.
The covenants and agreements contained in the Transaction Agreements to be complied with by Sellers on or before the Closing shall
have been complied with in all material respects;


 


(c)          No
Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against
any Party, seeking to restrain or materially and adversely alter the transactions contemplated by the Transaction Agreements, which,
in the reasonable, good faith determination of Buyer, (i) will render it impossible or unlawful to complete such transactions
or (ii) which has a Material Adverse Effect. But the provisions of this Section 8.2(c) do not apply if U.S. Buyer directly
or indirectly solicited or encouraged the Action;


 


(d)          Consents
and Approvals. Sellers and the Acquired Companies shall have received, each in form and substance reasonably satisfactory to
U.S. Buyer, the authorizations, consents, orders and approvals of Governmental Authorities necessary for the completion of the
transactions contemplated the Transaction Agreements listed in Schedule 8.2 to this Agreement;


 


(e)          Intercompany
Arrangements. Sellers shall cause the Intercompany Agreements, other than those Intercompany Agreements relating to open or
outstanding purchase orders for services of the Acquired U.S. Company, to be terminated or otherwise amended to exclude the Acquired
U.S. Company as a party thereto;


 


(f)          Settlement
of Intercompany Accounts. Sellers shall have caused the Acquired Companies to eliminate all of their respective Intercompany
Accounts;


 


(g)          Distribution
of Thixoforming Assets and Assumption of Thixoforming Liabilities. The Acquired U.S. Company shall have transferred the Thixoforming
Assets to U.S. Seller, an Affiliate of U.S. Seller, or a third party buyer of the Thixoforming Division, and the recipient of the
Thixoforming Assets shall have assumed the Thixoforming Liabilities;


 



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 (h)          Transfer
of Acquired Operation to the Acquired European Company. The European Seller shall have contributed or transferred all right,
title and interest to the European Assets and Assumed Liabilities as contemplated by this Agreement, excluding the Excluded Assets
and Excluded Liabilities;


 


(i)          Sellers
Closing Deliveries. Sellers shall have delivered, or caused to be delivered, to Buyer at or before Closing each of the following:


 


i.            one
or more certificates representing all of the U.S. Shares duly endorsed for transfer to Buyer or its designee;


 


ii.         a
certificate to the effect that each of the conditions specified in subsections  (a) through (h) above is satisfied;


 


iii.         a
signed copy of the Acquired European Company’s application for the registration of its sole ownership over the Transferred
Real Property certified by the competent land registry authority as a document duly filed by the Acquired European Company with
the competent land registry authority;


 


iv.         except
as may have been requested in writing by Buyer not less than five (5) Business Days prior to the Closing, the officers and directors
of the Acquired Companies must have resigned from those positions effective as of the Closing;


 


v.           the
Services Agreement, if required under Section 5.2;


 


vi.         the
Acquired European Company shall have executed and delivered this Agreement as an additional signatory;


 


vii.         signed
copy of the European Seller’s corporate resolution on the increase of the registered capital of the Acquired European Company
including the Transferred Assets and Transferred Real Property contributed by the European Seller to the Acquired European Company;


 


viii.         certified
electronic version of the resolution of the competent court of registration on the registration of the increase of the registered
capital of the Acquired European Company in accordance with the corporate resolution referenced in clause (vii);


 


ix.         signed
original of the Statement of Acquisition related to the Acquired European Company in the form set forth on Schedule 8.2(i);


 


x.         executed
original of the member’s list of the Acquired European Company displaying the U.S. Buyer or its assignee as the 100% owner
of the Acquired European Company;


 


xi.            copies
of European Seller and the Acquired European Company’s written notice to each Transferred Contract counterparty relating
to the transfer of the Transferred Contract to the Acquired European Company and written copies of any consents obtained from the
Transferred Contract counterparties;


 



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 xii.         written
evidence of compliance with Laws with respect to the transfer of the Transferred Employees from the European Seller to the Acquired
European Company;


 


xiii.         appropriate
written evidence of the registration by the competent authorities of the Acquired European Company as new beneficiary of the relevant
site permit; and


 


(j)          Operating
Cash. The Acquired U.S. Company shall have not less than $100,000 in Acquired U.S. Company Cash, plus the amount of uncleared
checks.


 


ARTICLE 9

INDEMNIFICATION


 


Section 9.1.          Survival
of Representations and Warranties.


 


(a)          The
representations and warranties of Sellers contained in this Agreement survive the Closing until the 18-month anniversary
of the Closing, but (i) the representations and warranties made pursuant to Section 3.1 (Existence; Authority) and Section 3.2
(Capitalization), survive indefinitely (the representations and warranties listed in subsection (i) of this Section 9.1(a)
the “Seller Fundamental Reps”), (ii) Section 3.14 (Environmental Conditions) and Section 3.16 (Products)
survive until the six-year anniversary of the Closing, and (iii) the representations and warranties made pursuant to
Section 3.11 (Taxes) survive until 60 days after the expiration of the applicable statute of limitations. If written notice
of a claim is given before the expiration of the applicable representations and warranties by any Buyer to a Seller, then the relevant
representations and warranties survive as to that claim, until the claim is finally resolved.


 


(b)          The
representations and warranties of U.S. Buyer contained in this Agreement survive the Closing until the 18-month anniversary
of the Closing, but the representations and warranties made pursuant to Section 4.1 (Existence), Section 4.4 (Capitalization)
and Section 4.9 (Brokers and Finders) survive indefinitely (the representations and warranties made pursuant to Section 4.1
and Section 4.9, the “Buyer Fundamental Reps”). If written notice of a claim is given before the expiration
of the applicable representations and warranties by any Seller to a Buyer, then the relevant representations and warranties survive
as to that claim, until the claim is finally resolved.


 


(c)          The
representations and warranties set forth in this Agreement speak only as of the date of this Agreement and, as provided in Section 8.1
and Section 8.2, the Closing (except for representations and warranties that are made as of a specific date, which representatives
and warranties speak only as of such date). Claims for breach of representations and warranties may only be brought before the
expiration of the applicable survival periods specified in Section 9.1. No claim for indemnification based on a breach of
a representation or warranty may be brought after the expiration of the applicable survival period, except that (i) claims with
respect to which a Claim Notice has been delivered prior to the expiration of the applicable survival period shall survive as to
such claim until finally resolved and (ii) claims based on fraud shall survive for the applicable statute of limitations.


 



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Section 9.2.          Indemnification
by Sellers. Sellers shall indemnify and hold harmless U.S. Buyer and its respective Affiliates
(including the Acquired U.S. Company and Acquired European Company), officers, directors, employees, agents, successors and assigns
(each a “Buyer Indemnified Party”) from and against any and all Liabilities, losses, diminution in value, damages,
claims, costs and expenses, interest, fines, deficiencies, court costs, litigation costs, awards, judgments and penalties (including
attorneys’ and consultants’ fees and expenses) actually suffered or incurred by all or any of them (including, but
not limited to, any Action brought or otherwise initiated by any of them) (a “Loss”), arising out of or resulting
from:


 


(a)          any
breach of any representation or warranty made by Sellers contained in the Transaction Agreement;


 


(b)          any
breach of any covenant or agreement by any of Sellers (or, with respect to periods before Closing, by either of the Acquired Companies)
contained in this Agreement;


 


(c)          all
Liability (i) for Taxes of the Acquired U.S. Company and Acquired European Company for all Pre-Closing Tax Periods and (ii) 
for Taxes of U.S. Seller or any of its Affiliates (other than the Acquired U.S. Company, Acquired European Company and their Subsidiaries)
by application of Treasury Regulation Section 1.1502-6 or any similar state, local or foreign Tax law;


 


(d)          all
Liability exclusively related to the Thixoforming Assets and the Thixoforming Liabilities; or


 


(e)          any
breach of Section 3.11(Taxes), Section 3.14  (Environmental Conditions), and Section 3.16 (Products).


 


Except with respect to Section 3.14 (Environmental), each
Seller is jointly and severally liable for the payment and satisfaction of all Losses incurred by the Buyer Indemnified Parties.
To the extent that Sellers’ undertakings set forth in this Section 9.2 may be unenforceable, Sellers shall contribute
the maximum amount that they are permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred
by Buyer Indemnified Parties.










 


Section 9.3.          Indemnification
by U.S. Buyer. U.S. Buyer shall indemnify and hold harmless each Seller and its respective Affiliates,
officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) from and
against any and all Losses, arising out of or resulting from:


 


(a)          any
breach of any representation or warranty made by U.S. Buyer contained in the Transaction Agreements;


 


(b)          any
breach of any covenant or agreement by the U.S. Buyer (or, with respect to periods after Closing, by the Acquired U.S. Company
and Acquired European Company) contained in the Transaction Agreements; or


 


(c)          all
Liability for Taxes of the Acquired U.S. Company and Acquired European Company for all Post-Closing Tax Periods.


 



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To the extent that U.S. Buyer’s undertakings set forth
in this Section 9.3 are unenforceable, U.S. Buyer shall contribute the maximum amount permitted under applicable Law to the
payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.


 


Section 9.4.          Limits
on Indemnification.


 


(a)          Notwithstanding
anything to the contrary contained in this Agreement: (i) except with respect to claims relating to fraud, the Seller Fundamental
Reps, Section 3.11 (Taxes), Section 3.14 (Environmental) and Section 3.16 (Products), the Seller Indemnifying Party is
not liable for any claim for indemnification pursuant to Section 9.2(a) unless and until the aggregate
amount of indemnifiable Losses under that section equals or exceeds $200,000 of the Purchase Price, after which point the Seller
Indemnifying Party is obligated to indemnify the Buyer Indemnified Party from and against only the amount of indemnifiable Losses
that exceed $200,000 of the Purchase Price unless and; (ii) except with respect to claims relating to fraud, the Seller
Fundamental Reps, Section 3.11 (Taxes), Section 3.14 (Environmental) and Section 3.16 (Products), the maximum amount
of indemnifiable Losses that may be recovered from the Seller Indemnifying Party arising out of or resulting from the causes set
forth in Section 9.2(a) is an amount equal to 10% of the Purchase Price; (iii) the maximum amount of indemnifiable
Losses that may be recovered from the Seller Indemnifying Party arising out of or resulting from a breach of the Seller Fundamental
Reps, Section 3.11 (Taxes) and Section 3.16 (Products) to the extent not covered by insurance, is an amount equal to 100%
of the Purchase Price; (iv) indemnifiable Losses arising out of or resulting from a breach of Section 3.14 (Environmental)
related to the Acquired Operation may only be recovered from European Seller and the maximum amount recoverable is the European
Purchase Price; (v) indemnifiable Losses arising out of or resulting from a breach of Section 3.14 (Environmental) related
to the Acquired U.S. Company may only be recovered from U.S. Seller and the maximum amount recoverable is the U.S. Purchase Price;
and (vi) Buyer is not entitled to indemnification under Section 3.11 (Taxes) with respect to any Post-Closing Tax
Period. This Section 9.4 does not apply with respect to indemnification under Section 9.2(b), Section 9.2(d), or
Section 9.3.


 


(b)          In
calculating the indemnifiable Losses suffered by the Indemnified Party as a result of any breach of this Agreement, the amount
of any claim is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including
any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third
party and any insurance proceeds. The Indemnified Party will use commercially reasonable efforts to pursue third party recoveries
and otherwise mitigate the indemnifiable Losses. However, nothing in this Section 9.4(b) precludes an Indemnified Party from
giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments
after an indemnification payment is made that relates thereto, the Indemnified Party will promptly repay to the Indemnifying Party
the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original
indemnification payment.


 


(c)          An
Indemnified Party shall not assert claims with respect to, or recover damages for, Losses that are in the nature of consequential
or punitive damages or claims for loss of profit, except to the extent the Indemnified Party is required to pay punitive damages
to a third party pursuant to a Third Party Claim (as defined in Section 9.5(b)).


 



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(d)          Notwithstanding
any provision of this Agreement to the contrary, U.S. Buyer is not entitled to indemnification under Section 3.11 (Taxes)
with respect to any Post-Closing Tax Period.


 


(e)          An
Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more
than one representation, warranty, covenant, or agreement in this Agreement. A Buyer Indemnified Party may not assert any claim
under Section 9.2 for any indemnifiable Losses if Buyer already received recovery of those Losses as a result of the adjustment
provided in Section 2.4.


 


Section 9.5.          Notice
of Loss; Third Party Claims.


 


(a)          An
Indemnified Party shall give the Indemnifying Party prompt notice of any matter that an Indemnified Party has determined has given
or could give rise to a right of indemnification under this Agreement, as soon as practicable, stating the amount of the Loss,
if known, and method of computation of the Loss, and containing a reference to the provisions of this Agreement in respect of which
the right of indemnification is claimed or arises.


 


(b)          If
an Indemnified Party receives notice of any Action, demand or assessment (each, a “Third Party Claim”) against
it or that may give rise to a claim for Loss under this ARTICLE 9, the Indemnified Party shall give the Indemnifying Party
notice of the Third Party Claim within thirty (30) days (ten (10) days in the case of any Third Party Claim relating
to Tax) of the receipt of notice. However, the failure to provide notice does not release the Indemnifying Party from any of its
obligations under this ARTICLE 9 except to the extent that the Indemnifying Party is materially prejudiced by the failure.
To the extent permitted by the law applicable to the Third Party Claim, the Indemnifying Party is entitled to assume and control
the defense of the Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do
so to the Indemnified Party within ten (10) days of the receipt of notice from the Indemnified Party. However, to the extent permitted
by the law applicable to the Third Party Claim, the Indemnified Party is entitled, at its own expense, to participate in the defense
of the Third Party Claim.


 


(c)          If
the Indemnifying Party exercises the right to undertake the defense against a Third Party Claim as provided above, the Indemnified
Party shall reasonably cooperate with the Indemnifying Party in the defense and make available to the Indemnifying Party, at the
Indemnifying Party’s expense, all witnesses, pertinent records, materials, and information in the Indemnified Party’s
possession or under the Indemnified Party’s control relating thereto as the Indemnifying Party reasonably requires. Similarly,
if the Indemnified Party is, directly or indirectly, conducting the defense against a Third Party Claim, the Indemnifying Party
shall reasonably cooperate with the Indemnified Party in the defense and make available to the Indemnified Party, at the Indemnifying
Party’s expense, all witnesses, records, materials, and information in the Indemnifying Party’s possession or under
the Indemnifying Party’s control relating thereto as the Indemnified Party reasonably requires.


 


(d)          The
Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim
without the prior written consent of the Indemnifying Party, which consent shall not be withheld unreasonably.


 



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Section 9.6.          Character
of Indemnification Payments. Sellers and U.S. Buyer agree to treat all payments made pursuant
to this ARTICLE 9 (Indemnification) as adjustments to the Purchase Price for Tax purposes, unless otherwise required
by applicable Law.


 


Section 9.7.          Exclusive
Remedy. After the Closing, except in the case of fraud and Section 6.5, the sole remedy
of an Indemnified Party for all indemnifiable Losses with respect to the transactions contemplated by this Agreement is the indemnity
set forth in ARTICLE 9 (Indemnification) (it being understood that nothing in
this Section 9.7 shall limit the Parties’ rights to specific performance or other equitable remedies with respect to
the covenants referred to in ARTICLE 6 (Post-Closing Covenants), ARTICLE 7 (Tax Matters), and Section 11.2 (Confidentiality)).


 


Section 9.8.          Adjustment
of Convertible Note. Any Party may elect to make payments on indemnification claims successfully
brought against it under this ARTICLE 9 by increasing or decreasing, as applicable, the principal amount of the Convertible
Note by an amount equal to the indemnifiable Loss (the “Note Adjustment”). Note Adjustments may not be made
if the principal of the Convertible Note is reduced to zero. A Party shall not elect to make a Note Adjustment until the indemnifiable
Loss is determined by either (a) the mutual agreement of the Parties within sixty (60) days of the initiation of such claim or
(b) arbitration under Section 11.13.


 


ARTICLE 10

TERMINATION, AMENDMENT AND WAIVER


 


Section 10.1.          Termination.
This Agreement may be terminated at any time before the Closing:


 


(a)          by
U.S. Buyer if between the date of this Agreement and the Closing, Sellers breach of any Transaction Agreement in any material respect,
U.S. Buyer notifies Sellers of the breach, and the breach continues without cure for 60 days after notice of breach and the
continued breach causes a failure of one or more of U.S. Buyer’s conditions to Closing in Section 8.2;


 


(b)          by
Sellers if between the date of this Agreement and Closing, U.S. Buyer’s breach of any Transaction Agreement in any material
respect, Sellers notify U.S. Buyer of the breach, and the breach continues without cure for a period of 60 days after the notice
of breach and the continued breach causes a failure of one or more of Sellers’ conditions to Closing in Section 8.1;


 


(c)          by
any Party if the Closing shall not have occurred by June 25, 2012, but the right to terminate this Agreement under this Section 10.1(c)
is not available to any Party whose failure to fulfill any obligation under this Agreement in breach of any Transaction Agreement
is the cause of, or resulted in, the failure of the Closing to occur on or before that date;


 



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(d)          by
any Party if any Governmental Authority issues an order, decree or ruling or takes any other action restraining, enjoining or otherwise
prohibiting the transactions contemplated by the Transaction Agreements and the order, decree, ruling or other action becomes final
and nonappealable;


 


(e)          by
U.S. Buyer if Sellers provide an Update that materially and adversely changes the Sellers’ Disclosure Schedule, or by Sellers
if U.S. Buyer provides an Update that materially and adversely changes the Sellers’ Disclosure Schedule; or


 


(f)          by
the mutual written consent of all Parties.


 


Section 10.2.          Effect
of Termination. If this Agreement is terminated as provided in Section 10.1, the Transaction
Agreements shall forthwith become void and there shall be no liability on the part of any Party except (a) as set forth in
Section 11.1 (Expenses) and Section 11.2 (Confidentiality) and (b) that nothing in this Section 10.2 relieves
any Party from liability for any breach of any Transaction Agreements. Notwithstanding the foregoing, the following provisions
shall survive any termination of this Agreement: ARTICLE 1 (as needed to give effect to this Section 10.2), this Section 10.2,
and ARTICLE 11.


 


ARTICLE 11

GENERAL PROVISIONS


 


Section 11.1.          Expenses.
Except as otherwise specified in this Agreement (including Section 10.2), all costs and expenses, including fees and disbursements
of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by
the Transaction Agreements shall be paid by the Party incurring such costs and expenses, whether or not the Closing has occurred.



 


Section 11.2.          Confidentiality.
No information concerning Sellers, the Acquired U.S. Company or Acquired European Company or
the Business that has been furnished to or obtained by U.S. Buyer under this Agreement or in connection with the transactions contemplated
by this Agreement may be (a) used by U.S. Buyer or its respective Affiliates other than in connection with the transactions
contemplated by this Agreement or (b) disclosed by U.S. Buyer to any Person other than in confidence to employees, legal counsel,
financial advisers, or independent public accountants of the U.S. Buyer who the U.S. Buyer reasonably determines has a need to
know such information in connection with the transactions contemplated by this Agreement. If the transactions contemplated by this
Agreement are not completed, U.S. Buyer must hold such information in confidence indefinitely and may not use such information
for any purpose following the termination of this Agreement, and all such information, including any copies thereof (including
storage media), must be returned to the Sellers or destroyed upon Sellers’ request.


 


Section 11.3.          Public
Announcements. No Party shall make, or cause to be made, any press release or public announcement
in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior
written consent of the other Parties, unless otherwise required by Law or applicable stock exchange regulation, and the Parties
shall cooperate as to the timing and contents of any such press release, public announcement or communication. Unless otherwise
required by Law, the Parties shall treat and hold as confidential (and not disclose or provide access to any Person to) all terms
and conditions of this Agreement, including the existence thereof.


 



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Section 11.4.          Notices.
All notices and correspondence with respect to matters related to this Agreement must be in writing
and are deemed received by a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight
courier service (costs prepaid); (b) sent by facsimile, or by electronic or digital transmission, with confirmation of transmission
by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested,
in each case to the following address or facsimile number (or to such other address or facsimile number as a party may designate
by giving written notice to the other party in accordance with this Section 11.4):


 


if to Sellers:


 


Precision Castparts Corp.

11676 Perry Highway

Building 2, Suite 2102

Wexford, PA 15090

Fax: 724.940.3944

Attention: Greg Delaney


Email: gdelaney@precastcorp.com


 


and to:


 


Precision Castparts Corp.

4650 SW Macadam Avenue, Suite 400

Portland, OR 97239-4262

Fax: 503.946.4817

Attention: Roger Cooke


Email: rcooke@precastcorp.com


 


With a copy sent simultaneously to:


 


Stoel Rives llp

900 SW Fifth Avenue, Suite 2600

Portland, OR 97204

Fax: 503.220.2480

Attention: Ruth Beyer


Email: rabeyer@stoel.com


 


if to U.S. Buyer:


 


ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

Fax: 212-231-3939

Attention: Theodore Deinard, CEO


 



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 Email: tdeinard@quadrantmgt.com


 


and to:


 


Quadrant Metals Technologies LLC


810 Flightline Blvd.


DeLand, FL 32724


Fax: 386-736-6063

Attention: Robert Marten, President & CEO


rmarten@flomet.com


 


With a copy sent simultaneously to:


 


Wuersch & Gering LLP


100 Wall Street, 21st Floor


New York, NY 10005

Fax: 610-819-9104

Attention: Travis L. Gering


Email: travis.gering@wg-law.com


 


Section 11.5.          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect
for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner
materially adverse to any Party. Upon determination that any term or other provision is invalid, illegal or incapable of being
enforced, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated by this Agreement are completed as originally contemplated
to the greatest extent possible.


 


Section 11.6.          Entire
Agreement. This Agreement, including Exhibit A (Convertible Note), Exhibit B (Historical Financial
Statements), Schedule 1 (Description of Thixoforming Real Property), Schedule 2(a) (Transferred Assets), Schedule 2(b) (Transferred
Contracts), Schedule 2(c), (Transferred Employees), Schedule 2(d) (Transferred Real Property), Schedule 2.5 (338(h)(10) Purchase
Price Allocation), Schedule 5.2 (Terms and Conditions of Services Agreement), Schedule 8.1 (Consents and Approvals),
Schedule 8.2 (Consents and Approvals) and Schedule 8.2(i) (Statement of Acquisition), the
Sellers’ Disclosure Schedule, and U.S. Buyer’s Disclosure Schedule, constitute the entire agreement of the Parties
with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between Sellers
and Buyer with respect to the subject matter hereof. This Agreement shall be fully binding upon all Parties when executed and delivered
notwithstanding the absence of the signature of the Acquired European Company as of the date of this Agreement.


 



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Section 11.7.          Assignment.
This Agreement may not be assigned by operation of law or otherwise without the express written consent of Sellers (which consent
may be granted or withheld in the sole discretion of Sellers). However, U.S. Buyer may assign this Agreement or any of their respective
rights and obligations hereunder to one or more wholly-owned subsidiaries without the consent of Sellers, but only if the U.S.
Buyer remains obligated under this Agreement.


 


Section 11.8.          Amendment.
This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Sellers and
Buyer or (b) by a waiver in accordance with Section 11.9.


 


Section 11.9.          Waiver.
Any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive
any inaccuracies in the representations and warranties of the other Parties contained in this Agreement or in any document delivered
by the other Parties pursuant to this Agreement or (c) waive compliance with any of the agreements of the other Parties or
conditions to such Parties’ obligations contained in this Agreement. Any extension or waiver is valid only if set forth in
an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as
a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition
of this Agreement. The failure of any Party to assert any of its rights under this Agreement does not constitute a waiver of those
rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


 


Section 11.10.         No
Third Party Beneficiaries. Except for the provisions of ARTICLE 9 relating to indemnified
parties, this Agreement is binding upon, and inures solely to the benefit of, the Parties and their respective successors and permitted
assigns. Unless expressly required by applicable Law, nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


Section 11.11.         Specific
Performance. The Parties acknowledge and agree that each Party would be irreparably damaged if
any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement
by any Party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other
right or remedy to which each Party may be entitled, at law or in equity, it shall be entitled to enforce and provision of this
Agreement by a decree of specific performance and to temporary, preliminary, and permanent injunctive relief to prevent breaches
or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.


 


Section 11.12.         Governing
Law. This Agreement (including any claim or controversy arising out of or relating to this Agreement)
is governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to conflicts of laws
principles that would result in the application of the law of any other state. 


 



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Section 11.13.         Arbitration.
The Parties agree to submit to arbitration any and all matters in dispute or in controversy among them concerning the terms and
provisions of this Agreement. All such disputes and controversies shall be determined and adjudged by the decision of an arbitrator
(the “Arbitrator”) selected by mutual agreement of the Parties or if the Parties fail to reach agreement on
the Arbitrator within ten (10) days after a party has notified the other of its interest to submit a matter to arbitration, the
Arbitrator shall be selected by the American Arbitration Association upon application made to it for such purpose by the Parties.
Arbitration shall take place in Denver, Colorado or such other place as the parties hereto may agree in writing. The Arbitrator
shall reach and render a decision in writing with respect to the amount, if any, of payment respecting the disputed matter. The
arbitration proceedings shall be held in accordance with the applicable rules of the American Arbitration Association. Any award
rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum,
state or federal, having jurisdiction. The fees and expenses of the Arbitrator and the respective fees and expenses of the parties
hereto in connection with any such arbitration (including, without limitation, reasonable fees and expenses of legal counsel and
consultants) shall be paid by the party against whom a decision by the Arbitrator is rendered.


 


Section 11.14.         Further
Action. Each of the Parties shall use all reasonable efforts to take, or cause to be taken, all
appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver
such documents and other papers, as may be required to carry out the provisions of this Agreement and complete and make effective
the transactions contemplated hereby.


 


Section 11.15.         Counterparts;
Facsimiles. This Agreement may be executed and delivered in one or more counterparts, and by
the different Parties in separate counterparts, each of which when executed is deemed an original, but all of which taken together
constitute one and the same agreement. For purposes of this Agreement, facsimile, scanned or digitally transmitted signatures are
deemed to be original signatures.


 


[Signature pages follow]


 



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 The Parties have caused this Agreement
to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	U.S. SELLER:	PRECISION CASTPARTS CORP.
	 	 	 
	 	By:	/s/ Roger A. Cooke
	 	 	Roger A. Cooke
	 	 	Senior Vice President and General Counsel


 


	EUROPEAN SELLER:	AFT EUROPA KFT
	 	 	 
	 	By:	/s/ Roger A. Cooke
	 	 	Roger A. Cooke, on behalf of the managing director as power of attorney


 


Signature Page to Purchase Agreement


 



    	 



    	 



    

 


Acknowledged:


 


	ACQUIRED U.S. COMPANY:	ADVANCED FORMING TECHNOLOGY, INC.
	 	 	 
	 	By:	/s/ Roger A. Cooke
	 	 	Roger A. Cooke
	 	 	Senior Vice President, General Counsel and Secretary


 


Signature Page to Purchase Agreement


 



    	 



    	 



    

 


Acknowledged:


 


	ACQUIRED EUROPEAN COMPANY:	[___________________________________]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to Purchase Agreement


 



    	 



    	 



    

 


The Parties have caused this Agreement to
be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	U.S. BUYER:	ARC WIRELESS SOLUTIONS, INC.
	 	 
	 	By:	/s/ Theodore Deinard
	 		Theodore Deinard 
	 		Interim CEO


 


Signature Page to Purchase Agreement