Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 1. (a) The definition of "Acquiring Person" in Section 1(a) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, none of MMC Norilsk Nickel, Norimet, Limited or any of their Subsidiaries or Affiliates shall be deemed an Acquiring Person solely by reason or as a result of the execution or delivery of the Stock Purchase Agreement or the Stockholders Agreement or the consummation of transactions contemplated by either of such agreements, including, but not limited to: (i) the issuance of shares of Common Stock by the Company to Norimet, Limited pursuant to Article II of the Stock Purchase Agreement, (ii) the tender offer for shares of Common Stock by Norimet, Limited pursuant to Article IX of the Stock Purchase Agreement and (iii) the acquisition of shares of Common Stock pursuant to clause (iii) of Section 5.1(a) of the Stockholders Agreement." (b) The definition of "Stock Acquisition Date" in Section 1 of the Rights Agreement is hereby amended by adding the following sentence to the end of paragraph (ee) of Section 1: "A Stock Acquisition Date shall not occur as a result of the execution or delivery of the Stock Purchase Agreement any transaction contemplated thereby." (c) The following definitions are hereby added to Section 1 of the Rights Agreement in the appropriate alphabetical order:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 12. (a) The definition of "Acquiring Person" in Section 1(a) 1 of the Rights Agreement is hereby amended by adding to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, none neither of MMC Norilsk Nickel, Norimet, Limited Harbert or any Affiliate or Associate of their Subsidiaries or Affiliates any of them shall be deemed xxxxxx to be an Acquiring Person Person, either individually or collectively, solely by reason or as a result virtue of the execution or delivery of the Stock Purchase Agreement or the Stockholders Agreement or the consummation of transactions contemplated by either of such agreements, including, but not limited to: (i) the execution and delivery of the Harbert Purchase Agreement, or (ii) the issuance and xxxxxxxy of shares of Common Stock by the Company to Norimet, Limited pursuant to in accordance with Article II 2 of the Stock Harbert Purchase Agreement, (ii) the tender offer for shares of Common Stock by Norimet, Limited pursuant to Article IX of the Stock Purchase Agreement and (iii) the acquisition of shares of Common Stock pursuant to clause (iii) of Section 5.1(a) of the Stockholders Agreement." (b) The definition of "Stock Acquisition Xxxxxxxution Date" in Section 1 of the Rights Agreement is hereby amended by adding to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the end of paragraph (ee) of Section 1: "A Stock Acquisition contrary, a Distribution Date shall not occur be deemed to have occurred solely as a the result of (i) the execution or and delivery of the Harbert Purchase Agreement, or (ii) the issuance and xxxxxxxy of shares of Common Stock in accordance with Article 2 of the Harbert Purchase Agreement any transaction contemplated therebyAgreement." (c) The definition of "Xxxxx Xcquisition Date" in Section 1 of the Rights Agreement is amended to add the following definitions are hereby sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Harbert Purchase Agreement, or (ii) the issuance and xxxxxxxy of shares of Common Stock in accordance with Article 2 of the Harbert Purchase Agreement." (e) The following definxxxxxx shall be added to Section 1 of the Rights Agreement in the appropriate alphabetical orderAgreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 12. (a) The definition of "Acquiring Person" in Section 1(a) 1 of the Rights Agreement is hereby amended by adding to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, none neither of MMC Norilsk Nickel, Norimet, Limited Stellar or any Affiliate or Associate of their Subsidiaries or Affiliates any of them shall be deemed to be an Acquiring Person Person, either individually or collectively, solely by reason or as a result virtue of the execution or delivery of the Stock Purchase Agreement or the Stockholders Agreement or the consummation of transactions contemplated by either of such agreements, including, but not limited to: (i) the execution and delivery of the Stellar Purchase Agreement, or (ii) the issuance and delivery of shares of Common Stock by the Company to Norimet, Limited pursuant to in accordance with Article II 2 of the Stock Stellar Purchase Agreement, (ii) the tender offer for shares of Common Stock by Norimet, Limited pursuant to Article IX of the Stock Purchase Agreement and (iii) the acquisition of shares of Common Stock pursuant to clause (iii) of Section 5.1(a) of the Stockholders Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Stellar Purchase Agreement, or (ii) the issuance and delivery of shares of Common Stock in accordance with Article 2 of the Stellar Purchase Agreement." (c) The definition of "Stock Acquisition Date" in Section 1 of the Rights Agreement is hereby amended by adding to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the end of paragraph (ee) of Section 1: "A contrary, a Stock Acquisition Date shall not occur be deemed to have occurred solely as a the result of (i) the execution or and delivery of the Stellar Purchase Agreement, or (ii) the issuance and delivery of shares of Common Stock in accordance with Article 2 of the Stellar Purchase Agreement any transaction contemplated therebyAgreement." (ce) The following definitions are hereby shall be added to Section 1 of the Rights Agreement in the appropriate alphabetical orderAgreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 1.follows: (a) The definition of "“Acquiring Person" ” in Section 1(a) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: "“Notwithstanding anything in this Agreement to the contrary, none of MMC Norilsk Nickel, Norimet, Limited or any of their Subsidiaries or Affiliates neither Parent nor Merger Sub shall be deemed an Acquiring Person solely by reason or as a result of (A) the execution or and delivery of the Stock Purchase Agreement Merger Agreement, (B) the public announcement or the Stockholders Agreement commencement of the Offer or (C) the purchase of shares of Voting Stock and the consummation of the Offer and Merger or any of the other transactions contemplated by either of such agreements, including, but not limited to: (i) the issuance of shares of Common Stock by the Company to Norimet, Limited pursuant to Article II of and in accordance with the Stock Purchase Agreement, (ii) the tender offer for shares of Common Stock by Norimet, Limited pursuant to Article IX of the Stock Purchase Agreement and (iii) the acquisition of shares of Common Stock pursuant to clause (iii) of Section 5.1(a) of the Stockholders Merger Agreement."” (b) The definition of "Stock “Shares Acquisition Date" ” in Section 1 1(nn) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the end of paragraph (ee) of Section 1: "A Stock contrary, a Shares Acquisition Date shall be deemed not occur to have occurred solely as a result of (A) the execution or and delivery of the Merger Agreement, (B) the public announcement or the commencement of the Offer or (C) the purchase of shares of Voting Stock Purchase Agreement and the consummation of the Offer and Merger or any transaction contemplated therebyof the other transactions pursuant to and in accordance with the Merger Agreement."” (c) The following definitions are hereby added to Section 1 of the Rights Agreement in and the appropriate alphabetical orderdefinitions following such added definitions shall be deemed to be reordered accordingly: