0001564590-15-000321 Sample Contracts

AMENDED AND RESTATED BACKSTOP AGREEMENT
Amended and Restated Backstop Agreement • January 27th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York

This AMENDED AND RESTATED BACKSTOP AGREEMENT (this “Agreement”) is dated as of January 26, 2015, and is made and entered into by and between Aleris Corporation, a Delaware corporation (“Parent”), and Signature Group Holdings, Inc., a Delaware corporation (“Holdings”). Each of Parent and Holdings is sometimes referred to herein as a “Party” and collectively as the “Parties”.

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AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 27th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of January 26, 2015, by and among Aleris Corporation, a Delaware corporation (“Parent”), and Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc.), a Delaware corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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