Fill and Sign the This Stock Purchase Agreement Agreement Entered into as of April Form

STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (“Agreement”), entered into as of April , 1988, by and between Raytech Corporation, a Delaware corporation, having offices at 100 Oakview Drive, Trumbull, Connecticut 06611 (“Seller”), and Asbestos Litigation Management, Inc., a Delaware corporation, having offices at 101 South Hough, Suite 3, Barrington, Illinois 60010 (“Buyer”). WITNESSETH WHEREAS, Seller owns all of the issued and outstanding stock of Raymark Corporation (“Raymark”), a Connecticut corporation; WHEREAS, in exchange for the consideration more fully set forth below, Buyer wishes to purchase from Seller and Seller wishes to sell to Buyer 100% of the issued and outstanding Common Stock of Raymark (“Raymark Stock”). NOW THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows: ARTICLE I - PURCHASE AND SALE OF STOCK 1.1 Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, and deliver to Buyer at the Closing 100% of the issued and outstanding Raymark Stock. 1.2 Purchase Price. Subject to the terms and conditions specified in this Agreement, Buyer shall purchase the Raymark Stock at the Closing by paying a purchase price consisting of the following (the “Purchase Price”): (a) payment, in cash, of an amount equal to $50,000; and (b) promissory note (the “Note”) in the amount of $950,000 upon terms specifically set forth in Section 1.4 and in the form of Exhibit 1.2 attached hereto. 1.3 Payment in Cash. At the Closing, Buyer shall pay Seller by cashier’s check or by wire transfer to such account at such bank pursuant to such routing and other instructions as shall be specified by Seller, the cash portion of the Purchase Price. 1.4 Promissory Note. The payment by Note shall be made by delivery. of the Note to the Seller. The Note shall provide for interest at a fixed annual rate of 7-1/2% with both principal and interest to be paid in six equal annual installments beginning at the end of the first year after Closing. March 199012-1780GE ARTICLE II - REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows: (a) Organization; Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has full corporate power to enter into this Agreement. Raymark is a corporation duly organized, validly existing, and in good standing under the laws of the State of Connecticut and has full corporate power to own, lease, or operate its assets, properties and businesses. (b) Authorization. The execution, delivery and performance by Seller of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (i) have been duly authorized and approved by the Board of Directors of Seller; and (ii) do not conflict with any provision of any charter document or by-law of Seller. All of the Common Stock of Raymark has been duly issued as fully paid and non-assessable and is beneficially owned by Seller and is free and clear of all liens, charges, burdens and encumbrances. The execution, delivery and performance by Seller of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby: (i) do not violate any law, regulation, order, judgment or decree by which Seller is bound; and (ii) will not result in the creation of any lien, charge or encumbrance upon Raymark. (c) Consents. No consent or approval of, or other action by, any governmental body or agency is required in connection with the execution, delivery and performance by Seller of this Agreement or the transactions contemplated hereby, except such as shall duly have been obtained or taken on or before the Closing Date. (d) Binding Obligation. This Agreement and the documents contemplated hereby evidence the legal, valid and binding obligations of Seller, enforceable in accordance with their terms. (e) Title. Seller is the lawful owner of all the Raymark Stock free and clear of any and all liens, pledges, conditional sales, options, or other title retention agreements, charges, restrictions and encumbrances of every kind and nature whatsoever (collectively, “Encumbrances”). Seller has the right to, and at the Closing it shall, sell, transfer, and assign the Raymark Stock to Buyer, free and clear of any and all Encumbrances. March 199012-1780GG (f) Broker. Seller has not entered into any agreement with any person, firm or corporation, or become indirectly a party to any such agreement, nor has it taken any action nor is it aware of any facts which would result in the assertion of any liability or claim for the payment of any commission. (g) Subsidiaries. Raymark has no subsidiaries or stock interests other than Raymark Industries, Inc. (CT), Raymark Friction Company (DE), and Daikin-R/M Co. Ltd. (Joint Venture). 2.2 Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows: (a) Organization; Good Standing. Buyer is a company duly organized, validly existing and in good standing under the laws of Delaware, and has full corporate power to conduct its current and currently contemplated business and to enter into this Agreement. (b) Authorization. The execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby: (i) have been duly authorized and approved by the Board of Directors of Buyer; (ii) do not conflict with any provision of any charter document or March 199012-1780GI by-law of Buyer; and (iii) do not violate any law, regulation, order, judgment or decree by which Buyer is bound. (c) Consents. No consent or approval of, or other action by, any governmental body or agency is required in connection with the execution, delivery and performance by Buyer of this Agreement or the transactions contemplated hereby, except such as shall have been duly obtained or taken on or before the Closing Date. (d) Binding Obligation. This Agreement and the other documents contemplated hereby evidence the legal, valid and binding obligations of Buyer, enforceable in accordance with their terms. (e) Broker. Buyer has not entered into any agreement with any person, firm or corporation, or become indirectly a party to any such agreement, nor has it taken any action nor is it aware of any facts which would result in the assertion of any liability or claim for the payment of any commission, brokerage or finder’s fee in connection with its execution of this Agreement or the consummation of the transactions contemplated herein. ARTICLE III- CONDITIONS PRECEDENT TO CLOSING 3.1 Conditions to Obligations of Buyer. The obligations of Buyer to complete the transactions provided for herein are subject to the satisfaction of or written waiver by Buyer of the following conditions: (a) All of the representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date; (b) All the terms, covenants and conditions of this Agreement to be complied with or performed by Seller on or before the Closing Date shall have been duly complied with and performed; (c) Seller shall have delivered to the Buyer at the Closing appropriate instruments of transfer, conveyance, sale and assignment of the Raymark stock; (d) Seller shall have delivered to the Buyer a certificate, of one of its executive officers, dated as of the Closing Date, confirming the matters set forth in Sections 3.1(a) and 3.1(b) hereof; (e) Seller shall have delivered to the Buyer a certificate of Seller’s Secretary as to: (i) resolutions adopted by the Board of Directors of Seller authorizing the execution and delivery March 199012-1780GK of this Agreement and the consummation of the transactions contemplated hereby; and (ii) incumbency of the officers of Seller authorized to execute and deliver this Agreement and the other documents contemplated hereby. (f) There shall not be pending or threatened any governmental action or any proceeding by or before any court or governmental body or agency which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement. (g) Buyer shall have contracted with Craig R. Smith for consulting services for a period of two years providing for a maximum of 40 hours service per month. (h) Seller shall have received resignations of Raymark Directors. 3.2 Conditions to the Obligations of Seller. The obligations of Seller to complete the transactions provided for herein are subject to the satisfaction or written waiver by the Seller of the following conditions: (a) All of the representations and warranties of Buyer in this Agreement shall be true and correct as of the Closing Date; (b) All the terms, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date shall have been duly complied with and performed; (c) Buyer shall have delivered to the Seller a certificate of one of its executive officers dated as of the Closing Date, confirming the matters set forth in Sections 3.2(a) and 3.2(b) hereof; (d) Buyer shall have delivered to the Seller a certificate of Buyer’s Secretary as to: (i) resolutions adopted by the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (ii) incumbency of the officers of Buyer authorized to execute and deliver this Agreement and the other documents contemplated hereby; (e) Seller shall have had the transactions contemplated herein approved or ratified by its shareholders at a shareholder meeting held pursuant to its By-laws and Delaware law. (f) The Seller shall have confirmed receipt of funds in the amount of the cash portion of the Purchase Price pursuant to Section 1.3 hereof and March 199012-1780GM of the Note pursuant to Section 1.4 hereof; (g) There shall not be pending or threatened any governmental action or any proceeding by or before any court or governmental body or agency which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement. ARTICLE IV - ACTIONS AT CLOSING 4.1 Closing. Subject to the terms and conditions of this Agreement, the transactions contemplated hereby shall take place in at 1:00 p.m. on April , 1988, or at such other time, date and/or place as Buyer and Seller may agree upon in writing. The date and time at which said Closing is required to take place under. this Agreement is herein referred to as the “Closing” or the “Closing Date.” 4.2 Possession of Ratamark. Simultaneously with the consummation of the transfer of the Raymark Stock, Seller, through its officers, agents and employees, shall put Buyer into full possession and enjoyment of Raymark. ARTICLE V - POST CLOSING MATTERS 5.1 Covenant of Further Assurances. Seller shall, from time to time upon the request of Buyer, execute, acknowledge, seal and deliver all such instruments and documents, and do all such further things, as Buyer may reasonably request to perfect the transfer and March 199012-1780GO delivery to Buyer of Raymark that is to be sold, transferred and assigned to Buyer under this Agreement. 5.2 Transition Cooperation. For a reasonable period of time after the Closing Date, the parties agree to cooperate, each with the other, to transfer and convey the Raymark Stock on the terms herein contained and to consummate the transaction in a manner that provides an uninterrupted transition of ownership.5.3 Employees. Seller agrees that it shall not in any way dissuade, or attempt to dissuade, any individuals formerly employed at Raymark from continuing as employees of Raymark.5.4 Nondisclosure. Each of the parties hereto hereby acknowledges that, during the course of negotiations for this Agreement, it has been exposed and, upon the Closing Date, may continue to be exposed to certain information and data about the other parties (“Confidential Information”). The parties agree that they will not disclose any such Confidential Information to any third party and shall instruct their outside consultants, including, but not limited to, their accountants and attorneys, to refrain from disclosing the same; provided, however, that the provisions of this Section 5.4 shall not apply to any Confidential Information that is (1) already known to the receiving party at the time of receipt or (2) made public or otherwise made available without restriction by the party to which it pertains (or by sources related to that party).5.5 Books and Records. From and after the Closing, Buyer shall afford the officers and authorized representatives of Seller full access during normal business hours to Raymark’s books and records as related to the operation of Raymark prior to the Closing.5.6 Net Worth Covenant. In recognition of Seller’s corporate objectives for Raymark, Buyer covenants that the Net Worth (equity) of Raymark from the Closing Date forward shall not be paid to or inure to the benefit of Buyer’s shareholders in the form of dividends or otherwise except to the extent of the recapture of the Purchase Price hereof and interest related thereto plus a premium of $1 million. In the event Raymark’s books and records reflect net worth (equity), such amounts may be either retained in Raymark or contributed in whole or in part to an appropriate non-profit organization to be reviewed and selected annually by the Buyer’s Board of Directors. This covenant shall endure ad infinitum, including through any future sale of Raymark Stock. 5.7 Trademarks. Any and all trademarks or trade names owned by Seller and licensed to Raymark for its use shall cease to be used by Raymark upon any future sale of Raymark Stock or Raymark’s operating assets. ARTICLE VI - MISCELLANEOUS 6.1 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing and shall continue in full force and effect for a period of two years following the Closing Date.6.2 Amendment - Waiver. This Agreement may be amended, modified or supplemented, and any obligation hereunder may be waived, only by a written instrument executed by the parties hereto. The waiver by any party hereto of a breach of any provision March 199012-1780GQ of this Agreement shall not operate as a waiver of any subsequent breach. 6.3 Failure to Exercise Rights. No failure on the part of any party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights and remedies provided by law. 6.4 Assignment. Neither Buyer nor Seller may assign or transfer any rights or obligations under this Agreement.6.5 Notice. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or by telecopy or telex with confirmed answer back as follows: If to Seller: Raytech Corporation 100 Oakview Drive Trumbull, CT 06611 If to Buyer: Asbestos Litigation Management Company 101 South Hough, Suite 3 Barrington, Illinois 60010 or to such other address as either party shall have specified by notice in writing to the other party. 6.6 Expenses. Each party hereto shall pay its own expenses in connection with the transactions contemplated hereby.6.7 Public Disclosure. The parties will consult with respect to the appropriate public disclosure to be made with respect to the transactions contemplated hereby, and will make no such disclosure prior to such consultation, except as may be required by law or rules of applicable stock exchanges.6.8 Miscellaneous. This Agreement (including all exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, between the parties in connection with said subject matter. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and permitted assigns. No third party is a beneficiary of this Agreement, and no rights or causes or action shall accrue to any third party from the terms of this Agreement. This Agreement is entered into in, and shall be governed by and construed and enforced in accordance with the substantive laws of, the State of Connecticut. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such March 199012-1780GS jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidation the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All Exhibits mentioned in this Agreement shall be attached to this Agreement, and shall form an integral part hereof. All capitalized terms defined in this Agreement which are used in any Exhibit shall, unless the context otherwise requires, have the same meaning therein as given herein. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as an agreement under seal as of the date first above written. RAYTECH CORPORATION By:_______________________________ Title:______________________________ ASBESTOS LITIGATION MANAGEMENT, INC. By:_______________________________ Title: