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EXHIBIT 4.9
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (the "Agreement") is made and entered into
as of June 30, 1995, by and among THE HAWK GROUP OF COMPANIES, INC., a Delaware
corporation (the"Company"), HAWK CORPORATION, a Delaware corporation ("Hawk"),
XXXXXX X. XXXXXXXX ("Xxxxxxxx"), XXXXXX X. XXXXXXX ("Xxxxxxx"), XXXXX X. XXXXXX
("Xxxxxx"), CLANCO PARTNERS I AND CLANCO PARTNERS III, both Ohio general
partnerships (together, the "Partnerships"), XXXXXXX X. X'XXXXX, XX.
("X'Xxxxx"), XXXXXXX X. X'XXXXX, XX. IRREVOCABLE TRUST A (the "Irrevocable
Trust"), the XXXXXXX X. X'XXXXX REVOCABLE TRUST (the "Revocable Trust"), XXXXXX
X. XXXXXXXXX ("Xxxxxxxxx") and XXXXXXX X. XXXXX ("Xxxxx"). Hawk, Weinberg,
Xxxxxxx and Xxxxxx shall herein collectively be referred to as the "Hawk
Shareholders." The Partnerships, X'Xxxxx, the Irrevocable Trust, the Revocable
Trust, Horsburgh and Xxxxx shall herein collectively be referred to as
"Shareholders".
WHEREAS, certain of the Shareholders were owners of record and
beneficially of shares of common and preferred stock of The Hawk Group of
Companies, an Ohio corporation and the predecessor to the Company;
WHEREAS, certain of the Shareholders were owners of record and
beneficially of shares of common and preferred stock of Xxxxxx, Inc., which was
merged with and into a wholly-owned subsidiary of the Company; and in connection
with the merger, the shares of common stock and preferred stock of Xxxxxx, Inc.
were cancelled and in exchange therefore, shares of the Company were issued to
the Shareholders;
WHEREAS, each Shareholder is now the legal and beneficial owner of the
number of shares of Series A common stock, $0.01 par value ("Common Stock"),
Series A Preferred Stock $0.01 par value ("Series A Preferred Stock") and Series
B Preferred Stock, $0.01 par value ("Series B Preferred Stock") of the Company
(the Common Stock, Series A Preferred Stock and Series B Preferred Stock are
referred to herein as the, "Stock") as set forth opposite his or her name on
Annex I attached hereto;
WHEREAS, the Hawk Shareholders are legal and beneficial owners of
shares of Stock of the Company;
WHEREAS, the parties believe that it is in their best interests to make
provisions for the future disposition of the Stock held by Shareholders and
certain other matters; and
WHEREAS, the parties desire to set forth their understandings and
agreements in writing.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
promises hereinafter set forth and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
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1. REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH
PURCHASE OF STOCK. Each Shareholder hereby represents and warrants to the Hawk
Shareholders and the Company that:
A. It is aware that no market exists for the resale of the
Stock, nor is it anticipated that a market will develop, and that it may be
required to hold indefinitely its shares of Stock.
B. It has acquired its shares of Stock for investment and not
for distribution or resale.
C. It has reviewed, is aware of, and understands all
restrictions imposed upon further distribution or resale of the Stock, including
the fact that the certificates representing its shares of Stock will bear
several legends restricting transfer or resale, and it has reviewed all
restrictions imposed by the Articles of Incorporation and any amendments
thereto.
D. It is aware of the fact that no federal or state agency has
made any finding or determination as to the fairness for public or private
investment, nor have they made any recommendation or endorsement of the
securities of the Company for investment.
2. SCOPE OF AGREEMENT. This Agreement shall govern all transfers
of shares of Stock (now owned or hereafter acquired) by Shareholders, whether
voluntary, involuntary, by operation of law, or otherwise and shall supersede in
all respects all prior agreements, oral or written, relating to the Stock;
provided, however, that this Agreement shall not supersede any agreement
executed contemporaneously herewith.
3. RIGHT OF FIRST REFUSAL BY THE HAWK SHAREHOLDERS.
A. In the event that any Shareholder receives a Bona Fide
Offer (as hereinafter defined) to purchase all or a portion of its shares of
Stock and it is willing to accept such Bona Fide Offer, such Shareholder
("Selling Shareholder") shall offer to sell such shares of Stock to the Hawk
Shareholders at the same price and upon the same terms and conditions as are
contained in the Bona Fide Offer by promptly sending Registered Notice (as
hereinafter defined) to the Hawk Shareholders. Notwithstanding the provisions of
the prior sentence, the Shareholders may transfer their shares of Stock to each
other, or to any one of the partners of the Partnerships, and such a transfer
shall not invoke the right of first refusal set forth in this Section 3(A).
B. Upon receipt of the Registered Notice pursuant to Section
3(A), Hawk shall have the right, at its option, for a period of twenty (20) days
after receipt of the Registered Notice (the "First Period"), to purchase all the
shares of Stock offered by Selling Shareholder at the same price and upon the
same terms and conditions as are contained in the Bona Fide Offer. If Hawk
elects not to purchase the shares of Stock so offered, it shall give notice to
the other
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Hawk Shareholders and to the selling Shareholder offering such shares of Stock
for sale. For a period of twenty (20) days after the expiration of the First
Period, the Hawk Shareholders (other than Hawk) shall have the option to
purchase, on the same terms and conditions as are contained in the Bona Fide
Offer, provided, however, that each Hawk Shareholder (other than Hawk) shall
purchase such shares in proportion to the number of shares owned by him relative
to the shares owned by the other Hawk Shareholders, such proportion being
determined immediately prior to the exercise of the purchase option in question.
Any Hawk Shareholder who does not desire to purchase all of the shares to which
he is entitled pursuant to the provisions contained in this section shall be
deemed to have assigned and does hereby assign his or its right to purchase such
shares proportionately to the other Hawk Shareholders or in such other
proportion as they may mutually agree. (The Hawk Shareholders shall collectively
be referred to as "Buyers".)
C. The Hawk Shareholders shall, within the time periods set
forth in Section 3(B) send to Selling Shareholder either a notice of acceptance
("Acceptance") stating that they have elected to purchase all the shares of
Stock offered by Selling Shareholder or a notice of refusal ("Refusal") of their
election to purchase no shares of stock offered by Selling Shareholder.
D. If Selling Shareholder shall not have received an
Acceptance by the end of the option periods set forth in Section 3(B), the Hawk
Shareholders shall be deemed to have waived any and all rights with respect to
Selling Shareholder's sale of stock as set forth in the Registered Notice.
4. BONA FIDE OFFER; REGISTERED NOTICE.
A. The term "Bona Fide Offer" shall mean an offer, in writing,
signed by an offeror or offerors, who must be a person or entity financially
capable of carrying out the terms of such Bona Fide Offer ("Bona Fide Offeror"),
in a form legally enforceable against such offeror or offerors. Registered
Notice of a Bona Fide Offer shall contain a true and complete copy of the Bona
Fide Offer, setting forth the price and all terms and conditions, with the
name(s), address(es), both home and office, and business(es) or other
occupation(s) of the offeror or offerors. Any notice which does not contain
substantially all such requisite information shall not meet the requirements of
this Section 4.
B. Whenever in this Agreement the term "Registered Notice,"
"Acceptance" or "Refusal" is used, such term shall mean notice sent by
registered or certified mail, return receipt requested, and postage prepaid to
the appropriate entity(ies) or person(s) listed in Section 15.
5. RESTRICTION ON SALES TO BONA FIDE OFFEROR. Until the Hawk
Shareholders have exercised their rights of first refusal, as herein provided,
or until Selling Shareholder has consummated its sale to the Bona Fide Offeror
in the event any of the shares of Stock are not purchased by the Buyers pursuant
to their rights of first refusal, Buyers and the
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Shareholders shall be prohibited from contacting, offering to sell, or selling
their shares of Stock to any such Bona Fide Offeror.
6. SETTLEMENT AND COMPLIANCE.
A. Settlement shall be held on the purchase of shares of Stock
within 10 days after the end of the option periods provided for herein or on
such other date as the Buyer(s) and Selling Shareholder may agree. At
settlement, the party exercising the option to purchase shall deliver cash or
certified check or bank check to the party selling the Stock, which party shall
in turn deliver to the purchaser the original certificate evidencing seller's
ownership of the shares, duly endorsed for transfer, with signature guaranteed
and bearing such documentary stamps, if any, as are necessary, and such
assignments, certificates of authority, tax releases, consents to transfer,
instruments and evidences of title of the seller and of his compliance with this
Agreement as may be reasonably required by the purchaser or by counsel for the
purchaser.
B. Strict compliance shall be required with each and every
provision of this Agreement and particularly with the procedures set forth in
Articles 3 through 5, it being understood and agreed that Shareholders and the
Hawk Shareholders shall not have the right or power to sell or assign any shares
of Stock, or any interest therein, except as provided in this Agreement.
7. TAG-ALONG RIGHTS.
A. In the event the Hawk Shareholders desire to sell, in an
arm's-length transaction, all or any portion of the shares of Common Stock which
they own of record or beneficially (the "Sale"), they shall give notice (the
"Notice") of their intention to do so to the Shareholders. The Notice shall
include (a) the number of shares of Common Stock to be sold by the Hawk
Shareholders in the Sale, (b) the principal terms of the Sale, including the
minimum price at which the shares are intended to be sold, (c) the percentage
which such amount of shares to be sold constitutes with respect to the aggregate
amount of shares held by all parties hereto, and (d) a demand by the Hawk
Shareholders (the "Demand") to cause the number of shares held by the
Shareholders to be included with their shares to be sold, on the same terms and
conditions as they shall sell their shares, which terms and conditions shall not
be materially less favorable to the Shareholders than as set forth in the
Notice.
In the event the Hawk Shareholders make such a Demand, the
Shareholders shall have the right but not the obligation to sell the shares then
held by the Shareholder on the same terms and conditions as the Hawk
Shareholders shall sell their shares; provided, however, in the event the Hawk
Shareholders make a Demand and deliver to the Shareholders a fairness opinion in
accordance with this Section 7(A), the Shareholders shall be obligated to accept
such Demand, which acceptance shall be irrevocable and shall bind such
Shareholder to sell his or its shares simultaneously with the Sale to the
purchasers and on the same terms and conditions as the Hawk Shareholders shall
sell their shares. Upon acceptance of a Demand, each of the
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Shareholders shall be bound and obligated to sell all of his shares, the number
of which shall be set forth in his written acceptance of the Hawk Shareholders
Demand.
A fairness opinion as to the minimum price at which the shares
of Common Stock are to be sold shall be from a nationally recognized certified
independent accounting firm or investment banking firm mutually acceptable to
the Hawk Shareholders and the Shareholders.
Each party hereto shall take such actions and execute such
documents and instruments as shall be necessary or desirable to consummate the
Sale expeditiously.
B. Except as provided in Section 7(C) and Section 7(D) hereof,
each of the Hawk Shareholders agrees that it or he will not sell any or all of
its or his shares of Common Stock without effecting a sale of the Shareholders'
shares of Common Stock on the same terms and conditions, pursuant to this
Section 7 hereof. In the event that the Hawk Shareholders sell less than all of
its shares of Common Stock, the same proportion of the Shareholders' shares of
Common Stock shall also be sold.
C. Notwithstanding anything in this Agreement to the contrary,
the Hawk Shareholders may sell or otherwise transfer all or any portion of the
shares of Common Stock which they own of record or beneficially, to the other
Hawk Shareholders or any family member of the Hawk Shareholders or trust for the
benefit of the Hawk Shareholders or any family member, without complying with
the provisions of this Section 7.
D. Notwithstanding anything in this Agreement to the contrary,
none of the provisions of this Section 7 shall apply in the event The Company or
the Hawk Shareholders shall cause a sale to be effected pursuant to an effective
registration statement under the Securities Act or pursuant to Rule 144 under
the Securities Act (or any comparable rule then in effect).
E. All costs and expenses incurred by the Hawk Shareholders
and the Shareholders in connection with the Sale, including without limitation,
all reasonable attorneys' fees, costs and disbursements and any finders' fees or
brokerage commissions, together with the reasonable fees and disbursements of
one counsel representing the Hawk Shareholders and the Shareholders in
connection with the Sale, shall be allocated pro rata among the Hawk
Shareholders and the Shareholders with each person paying that portion of costs
and expenses which equals the percentage obtained by dividing the amount of
gross proceeds received by such person in the Sale by the total amount of gross
proceeds received by all persons to the Sale. The portion of all costs and
expenses allocable to the Shareholders which the Hawk Shareholders shall have
incurred or paid shall promptly be paid the Shareholders to the Hawk
Shareholders, all disbursements for such costs and expenses being made at or
prior to the closing of the Sale.
8. BOARD MEMBERSHIP RIGHTS. The Company and the Hawk Shareholders
agree that at all times during which the Shareholders shall own any Common
Stock, the
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Company and the Hawk Shareholders agree (i) to grant to the Shareholders the
right, which may be exercised in their sole discretion, to designate one person
to serve on the Board of Directors of the Company and its Subsidiaries and (ii)
to vote its or his respective shares of Common Stock of the Company in favor of
the election of such designee. Each Director so elected, shall hold office until
a successor is designated in accordance with this Section 8, or until such
person's resignation, death or removal from office, by or as director by the
Partnerships.
9. AGREEMENT BINDING UPON TRANSFEREES. In the event that, at
any time or from time to time, any shares of Stock are transferred to any party
pursuant to and in accordance with the provisions of this Agreement the
transferee shall take such shares of stock pursuant to all provisions,
conditions and covenants of this Agreement, and, as a condition precedent to the
transfer of such shares of stock, the transferee shall agree (for and on behalf
of himself or itself, his or its legal representatives and his or its
transferees and assigns) in writing to be bound, as the transferor hereunder is
bound, by all provisions of this Agreement as a party hereto.
10. TRANSFER. Shareholders and the Hawk Shareholders agree that,
in the event any of them desires to make a transfer within the provisions
hereof, they shall furnish to the other such evidence of its compliance with
this Agreement as may be required by the counsel for the Hawk Shareholders.
11. ENDORSEMENT ON STOCK CERTIFICATES. The Company shall include
on each certificate representing Stock a statement in substantially the
following form:
The encumbering, transfer or other disposition of the shares
of stock evidenced by this Certificate is restricted under the
terms of that certain Shareholders' Agreement dated as of June
30, 1995, as may be amended from time to time, the provisions
of which are herein incorporated by reference. Such
Shareholders' Agreement provides, among other things, that
this security may not be sold or transferred to any person who
has not expressly assumed the obligations of such Agreement
and contains, among other provisions, provisions which could
limit the transfer of this security. A copy of this Agreement
is on file at the principal office of the Company. Upon the
written request of the holder hereof, the Company shall
furnish a copy of such agreement, without charge.
12. SPECIFIC PERFORMANCE. The parties hereto agree that the
shares of Stock are unique, that failure to perform the obligations provided by
this Agreement will result in
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irreparable damage and that specific performance of these obligations may be
obtained by suit in equity.
13. PARTIES TO DO ALL ACTS NECESSARY TO TRANSFER PURSUANT TO THE
TERMS OF THIS AGREEMENT. The parties agree that in the event any shares of Stock
are transferred pursuant to the terms and conditions of this Agreement, each
party will execute all documents, deliver all certificates, assignments,
releases, consents, instruments and other documents and perform all acts
required to effectuate said transaction.
14. SUBMISSION TO JURISDICTION. The parties agree that failure of
any party to observe the obligations provided by this Agreement will result in
irreparable damage to the non-defaulting party and that specific performance of
these obligations may be sought by the non-defaulting party in any state or
federal court having subject matter jurisdiction and located in Cleveland, Ohio.
For the purpose of any action or proceeding instituted with respect to this
Agreement, Shareholders hereby irrevocably submit to the jurisdiction of such
courts. Shareholders further irrevocably consent to the service of process out
of said courts by mailing a copy thereof, by registered mail, postage prepaid,
to Shareholders at the address set forth below or at the address furnished to
the other parties hereto in the manner provided in paragraph 15 hereof and
Shareholders agree that such service, to the fullest extent permitted by law (i)
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall be taken and held to be valid
personal service upon and personal delivery to it. Nothing herein contained
shall affect the right of any party to serve process in any other manner
permitted by law or preclude any party from bringing an action or proceeding in
respect hereof in any other country, state, county or place having jurisdiction
over such action. Each party hereby irrevocably waives, to the fullest extent
permitted by law, any objection which they may have or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in any such
court located in Cleveland, Ohio and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum.
15. NOTICES. All notices or other forms of communication provided
for herein shall be given in writing and sent by registered or certified U.S.
mail, return receipt requested, first-class postage prepaid, and to such party
at the address set forth below unless notice of a change of address is furnished
to all other parties in the manner provided in this paragraph 15.
If to The Company: The Hawk Group of Companies, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
ATTN: Xxxxxx X. Xxxxxxxx
If to Hawk: Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
ATTN: Xxxxxx X. Xxxxxxxx
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If to Xxxxxxxx: Xxxxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
ATTN: Xxxxxx X. Xxxxxxxx
If to Xxxxxxx: Xxxxxx X. Xxxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxx, Xxxx 00000
If to Xxxxxx: Xxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx & Xxxxxx
00xx Xxxxx, Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
With a Copy to: Xxxxxxx Xxxxxxx & Xxxxxx
Xxx Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
ATTN: Xxxxx X. Xxxxxx
If to the Partnerships: Clanco Partners I and III
Clanco Management Corp.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxx 00000
If to X'Xxxxx: Xxxxxxx X. X'Xxxxx, Xx.
Clanco Management Corp.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxx 00000
If to the Irrevocable Trust Xxxxxxx X. X'Xxxxx, Xx.
and Revocable Trust: Clanco Management Corp.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxx 00000
If to Horsburgh: Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxx
Xxxxxxxxx Xxxxxxx, Xxxx 00000
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With a Copy to: Xxxxxxx X. Xxxxx, Esq.
Clanco Management Corp.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxx 00000
If to Xxxxx: Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxx Xxxx, Xxxx 00000
16. INVALID OR UNENFORCEABLE PROVISIONS. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
17. BENEFIT AND BURDEN. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their successors and
permitted transferees.
18. GENDER. The use of any gender herein shall be deemed to be or
include the other genders and the use of the singular herein shall be deemed to
be or include the plural and vice versa wherever appropriate.
19. AMENDMENTS. No change in, modification of or amendment to this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the person against whom it is sought to be enforced. The
failure of any party at any time to insist upon strict performance of any
condition, promise, agreement and understanding set forth herein shall not be
construed as a waiver or relinquishment of the right to insist upon strict
performance of the same condition, promise, agreement or understanding at a
future date.
20. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------- --------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. X'Xxxxx, Xx.
--------------------------- ---------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. X'Xxxxx, Xx.
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/x/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
------------------------------- ------------------------------
Xxxxxx X. Xxxxxxxxx, by Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Attorney-in-Fact
HAWK CORPORATION THE HAWK GROUP OF COMPANIES,
INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Its Chairman Its Chairman
--------------------------- ---------------------------
CLANCO PARTNERS I CLANCO PARTNERS III
By /s/ Xxxxxxx X. X'Xxxxx, Xx. By /s/ Xxxxxxx X. X'Xxxxx, Xx.
---------------------------- ----------------------------
Xxxxxxx X. X'Xxxxx, Xx. Xxxxxxx X. X'Xxxxx, Xx.
Its Managing Partner Its Managing Partner
XXXXXXX X. X'XXXXX, XX. XXXXXXX X. X'XXXXX
IRREVOCABLE TRUST A REVOCABLE TRUST
By /s/ Xxxxxxx X. X'Xxxxx, Xx. By /s/ Xxxxxxx X. X'Xxxxx, Xx.
---------------------------- ----------------------------
Xxxxxxx X. X'Xxxxx, Xx., Trustee Xxxxxxx X. X'Xxxxx, Xx., Trustee
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ANNEX I
-------
Common Stock Class A Preferred Stock
-------------------- ---------------
Number of Shares Number of Shares
Common Stock Series A Series B
------------ -------- --------
Clanco Partners I 240,000 985
Clanco Partners III 218,596
Xxxxxxx X. X'Xxxxx, Xx. 290 315
Irrevocable Trust A
Xxxxxxx X. X'Xxxxx 100
Revocable Trust
Xxxxxxx X. X'Xxxxx, Xx. 1,735
Xxxxxxx X. Xxxxx 5,899 6
Xxxxxx X. Xxxxxxxxx 4,858 7
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HAWK
[LOGO]
INSTRUMENT OF JOINDER
To: Chairman of the Board
Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000-0000
Re: Shareholders' Agreement, dated as of June 30, 1995 and amended through
the date hereof (the "Agreement"), among Hawk Corporation, a Delaware
corporation f.k.a. The Hawk Group of Companies, Inc. (the "Company"),
Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Clanco Partners
I, Clanco Partners III, Xxxxxxx X. X'Xxxxx, Xx., the Xxxxxxx X.
X'Xxxxx, Xx. Irrevocable Trust A, the Xxxxxxx X. X'Xxxxx Revocable
Trust, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx
The undersigned hereby agrees to become a party to, and to be bound by
the terms and conditions of, the Agreement, effective on the transfer of 342,905
shares of Class A Common Stock, par value $0.01 per share, of the Company from
Xxxxxx X. Xxxxxxx to the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Instrument of
Joinder on this 21st day of November, 1996.
XXXXXXX FAMILY LIMITED PARTNERSHIP
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
(Signature)
00000 Xxxxxxxx Xxxx
----------------------------------
(Street Address)
Xxxxx, XX 00000
----------------------------------
(City, State and Zip Revised Code)
000-000-0000
----------------------------------
(Area Code and Telephone Number)
Applied for
----------------------------------
(Social Security or Employer
Identification Number)
13
HAWK
[LOGO]
INSTRUMENT OF JOINDER
To: Chairman of the Board
Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000-0000
Re: Shareholders' Agreement, dated as of June 30, 1995 and amended through
the date hereof (the "Agreement"), among Hawk Corporation, a Delaware
corporation f.k.a. The Hawk Group of Companies, Inc. (the "Company"),
Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Clanco Partners
I, Clanco Partners III, Xxxxxxx X. X'Xxxxx, Xx., the Xxxxxxx X.
X'Xxxxx, Xx. Irrevocable Trust A, the Xxxxxxx X. X'Xxxxx Revocable
Trust, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx
The undersigned hereby agrees to become a party to, and to be bound by
the terms and conditions of, the Agreement, effective on the transfer of 333,800
shares of Class A Common Stock, par value $0.01 per share, of the Company from
Xxxxxx X. Xxxxxxxx to the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Instrument of
Joinder on this 21st day of November, 1996.
XXXXXXXX FAMILY LIMITED PARTNERSHIP
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------
(Signature)
000 Xxxxxxxx Xxx
----------------------------------
(Xxxxxx Xxxxxxx)
Xxxxx Xxxxx, XX 00000
----------------------------------
(City, State and Zip Revised Code)
000-000-0000
----------------------------------
(Area Code and Telephone Number)
Applied for
----------------------------------
(Social Security or Employer
Identification Number)
14
HAWK
[LOGO]
INSTRUMENT OF JOINDER
To: Chairman of the Board
Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000-0000
Re: Shareholders' Agreement, dated as of June 30, 1995 and amended through
the date hereof (the "Agreement"), among Hawk Corporation, a Delaware
corporation f.k.a. The Hawk Group of Companies, Inc. (the "Company"),
Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Clanco Partners
I, Clanco Partners III, Xxxxxxx X. X'Xxxxx, Xx., the Xxxxxxx X.
X'Xxxxx, Xx. Irrevocable Trust A, the Xxxxxxx X. X'Xxxxx Revocable
Trust, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx
The undersigned hereby agrees to become a party to, and to be bound by
the terms and conditions of, the Agreement, effective on the transfer of 75,505
shares of Class A Common Stock, par value $0.01 per share, of the Company from
Xxxxx X. Xxxxxx to the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Instrument of
Joinder on this 21st day of November, 1996.
XXXXXX FAMILY LIMITED PARTNERSHIP
/s/ Xxxxx X. Xxxxxx
----------------------------------
(Signature)
825-50 Windward
----------------------------------
(Street Address)
Xxxxxx, XX 00000
----------------------------------
(City, State and Zip Revised Code)
000-000-0000
----------------------------------
(Area Code and Telephone Number)
Applied for
----------------------------------
(Social Security or Employer
Identification Number)
