PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 23rd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 17, 2014, is made and entered into by and among Aleris Corporation, a Delaware corporation (“Parent”), Aleris International, Inc., a Delaware corporation (“Aleris International”), Aleris Holding Canada Limited, a corporation organized under the laws of Canada (“Aleris Canada”), Aleris Aluminum Netherlands B.V., a limited liability company organized under the laws of the Netherlands (“Aleris Netherlands”), Aleris Deutschland Holding GmbH, a limited liability company organized under the laws of Germany (“Aleris Deutschland”), Dutch Aluminum C.V., a limited partnership organized under the laws of the Netherlands (“Dutch Aluminum”), and Aleris Deutschland Vier GmbH Co KG, a limited partnership organized under the laws of Germany (“Aleris KG” and together with Aleris International, Aleris Canada, Aleris Netherlands, Aleris Deutschland and Dutch Aluminum, each a “Seller” and collectively, the “Sellers”), SGH Acquisition
BACKSTOP AGREEMENTBackstop Agreement • October 23rd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York
This BACKSTOP AGREEMENT (this “Agreement”) is dated as of October 17, 2014, 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”.
