Exhibit 3.1

TABLE OF CONTENTS

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF CLASS A REDEEMABLE PREFERRED STOCK OF THE ELMET GROUP CO.

Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented, or restated from time to time, the “DGCL”), The Elmet Group Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 of the DGCL, DOES HEREBY CERTIFY:

FIRST: That, the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of up to 20,000,000 shares of Preferred Stock, par value $0.001 per share, of the Corporation (“Preferred Stock”) in one or more series and expressly vests the Board of Directors of the Corporation (the “Board”) with the authority to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series;

SECOND: That, pursuant to the authority vested in the Board by the Certificate of Incorporation, the Board on September 10, 2026, adopted the following resolution designating a new series of Preferred Stock as “Class A Redeemable Preferred Stock”:

NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board in accordance with the provisions of Article IV of the Certificate of Incorporation and the provisions of Section 151 of the DGCL, a series of Preferred Stock of the Corporation designated as “Class A Redeemable Preferred Stock” is hereby authorized, and the designations, rights, preferences, powers, restrictions, and limitations of the Class A Redeemable Preferred Stock shall be as follows:

1. Designation. There shall be a series of Preferred Stock that shall be designated as “Class A Redeemable Preferred Stock” (the “Class A Preferred Stock”) and the number of shares constituting such series (“Shares”) shall be 450,000 with a Stated Value (as defined below) of $1,000 per Share. The rights, preferences, powers, restrictions, and limitations of the Class A Preferred Stock shall be as set forth herein. The Class A Preferred Stock shall be issued in book-entry form on the Corporation’s share ledger, subject to the rights of holders to receive certificated Shares under the DGCL.

2. Defined Terms. For purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day which is not a Saturday, Sunday or other day on which commercial banks in Washington, D.C. or New York, New York are authorized or required by applicable Law to close.

“Certificate of Designations” means this Certificate of Designations, Preferences and Rights of Class A Redeemable Preferred Stock of the Corporation, as it may be amended from time to time.

“Change of Control” has the meaning set forth in the Investor Rights Agreement as of the Initial Closing Date.

“Common Stock” means the common stock of the Corporation, par value $0.001 per share.

“Definitive Transaction Documents” means, collectively, the Investment Agreement, the Investor Rights Agreement, the Warrants, the Registration Rights Agreement and the other transaction documents entered into by and among the Corporation and the DOW in connection with the transactions contemplated hereby, as amended, modified, or supplemented from time to time.

“Dividend Rate” means 5.5% per annum.

“DOW” means the United States Department of War.

“DOW Investors” has the meaning ascribed to it in the Investor Rights Agreement.

“Equity Securities” means any and all (a) shares, interests, participations, or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (b) securities convertible into or exchangeable for shares, interests, participations, or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (c) any and all warrants, rights, or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Event of Default” has the meaning set forth in the Investor Rights Agreement as of the Initial Closing Date.

“Fiscal Quarter” means each period of 13 weeks, commencing on or within 7 days of the first day of a Fiscal Year, and consistent with the definition of “Fiscal Year.”

“Fiscal Year” means a 52-week, 364-day fiscal year of the Corporation for accounting and tax purposes, commencing the day following the end of the preceding fiscal year. The Corporation reserves the right to declare a 53-week “stub” year once during each seven-year period to maintain year end dates with proximity to December 31. For purposes of the Corporation’s consolidated financial statements, those Subsidiaries having a fiscal year end different from that of the Corporation are consolidated using financial statements for periods that are within three months of the Corporation’s fiscal year end, with adjustments for material transactions, if any.

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Authorization” means any consent, license, permit, certificate, identification number, approval, exemption, variance product registration or other registration issued or granted by or filed with any Governmental Authority pursuant to applicable Law.

“Holder” means any person who holds Preferred Stock.

“Indebtedness” has the meaning set forth in the Investor Rights Agreement as of the Initial Closing Date.

“Initial Closing Date” means the date this Certificate of Designations is first filed with the Secretary of State of Delaware.

“Insolvency Event” means:

“Investment Agreement” means that certain Investment Agreement, dated as of September 11, 2026, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Investor Rights Agreement” means that certain Investor Rights Agreement, dated the date hereof, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Junior Securities” means, collectively, the Common Stock and any other class of or series of capital stock, existing or hereafter authorized, the terms of which do not expressly provide that such class or series ranks pari passu with or senior to the Class A Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

“Law” means all codes, laws, common laws, statutes, Governmental Authorizations, treaties, ordinances, rules, regulations, orders, writs, judgments or injunctions of Governmental Authority, including any amendments thereto.

“Minimum Ownership Condition” means the condition that the DOW Investors continue to beneficially own any Class A Preferred Stock.

“Original Issuance Price” means, with respect to any Share, the price per Share at which such Share was issued at the applicable closing.

“Original Issue Date” means, with respect to a Share, the date on which such Share is first issued by the Corporation.

“Parity Securities” means any class or series of capital stock, the terms of which expressly provide that such class ranks pari passu with the Class A Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary bankruptcy, liquidation, dissolution, or winding up of the affairs of the Corporation.

“Penny Warrants” means the Warrants representing 75% of the Warrants, exercisable at $0.001 per share as of the date hereof.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an estate, an unincorporated association and a Governmental Authority or any department, agency, or political subdivision thereof.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Securities” means any class or series of capital stock, the terms of which expressly provide that such class ranks senior to the Class A Preferred Stock as to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

“Shared Upside Penny Warrant Recognition Mechanism” means the mechanism for reducing the Liquidation Preference of the Class A Preferred Stock upon the exercise of Penny Warrants as set forth in Section 5.4.

“Stated Value” means, with respect to any Share on any given date, an amount equal to the Original Issuance Price of such Share.

“Strike Price Warrants” means the Warrants representing 25% of the Warrants exercisable at $15.92 per share as of the date hereof.

“Subsidiary” means, with respect to any specified Person, any: (a) corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly, owned by such Person; or (b) partnership, joint venture, association, or other entity in which such Person, directly or indirectly, owns 50% or more of the equity economic interest thereof or has the power to elect or direct the election of more than 50% of the members of the governing body of such partnership, joint venture, association, or other entity.

“Tax” and ”Taxes” means any and all U.S. federal, state, or local or non-U.S. taxes, fees, levies, duties, tariffs, imposts, and other similar charges imposed by any Governmental Authority, including (a) taxes or other charges in the nature of a tax imposed on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; (b) other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; and (c) customs duties, tariffs, and similar charges (together with, in the case of clauses (a) through (c), any and all interest, penalties and additions to tax).

“Transfer” means (a) any direct or indirect sale, lease, assignment, encumbrance, pledge, grant of a security interest, hypothecation, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any capital stock or interest in any capital stock or (b) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise. The Class A Preferred Stock will be subject to certain transfer restrictions as set forth in the Investor Rights Agreement.

“Warrant Shares” means the shares of Common Stock underlying the Warrants.

“Warrants” means the warrants issued to the DOW, comprised of the Strike Price Warrants and the Penny Warrants.

Additional Terms:

3. Rank. With respect to the distribution of assets upon a Liquidation Event of the Corporation and payment of dividends, all Shares of the Class A Preferred Stock shall rank (a) senior to all Junior Securities, (b) pari passu with any Parity Securities issued from time to time, and (c) junior to all Senior Securities and to the Corporation’s Indebtedness; provided that without the prior written consent of the Holders of a majority of the then-issued and outstanding Class A Preferred Stock, the Corporation shall not authorize, create, or issue any new Equity Securities of the Corporation, or reclassify, alter, or amend any existing Equity Securities ranking pari passu with, or senior to, the Class A Preferred Stock with respect to the distribution of assets upon a Liquidation Event.

4. Dividends.

4.1 Accrual of Dividends. From and after the Original Issue Date of any outstanding Share, cumulative dividends (each, a “Dividend”) on each such outstanding Share shall accrue, whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the Dividend Rate on the sum of (a) the Stated Value plus (b) once compounded, any Compounded Dividends thereon (with respect to the relevant outstanding Share, the Stated Value plus accumulated Compounded Dividends, the “Accumulated Stated Value”).

4.2 Payment of Dividends. All unpaid Dividends on an outstanding Share shall compound quarterly on the last day of each Fiscal Quarter of the Corporation (“Compounded Dividends”) and shall be automatically added to the then current Accumulated Stated Value of such outstanding Share.

4.3 Dividend Calculations. Holders of the Class A Preferred Stock shall be entitled to receive accruing cumulative dividends in preference to any dividend on the Common Stock or any other Junior Securities, at the Dividend Rate on the Accumulated Stated Value of each outstanding Share, which shall compound quarterly and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends.

5. Liquidation.

5.1 Liquidation. Upon (a) the occurrence of any Insolvency Event of the Corporation, (b) a sale, license, lease, or transfer of all or substantially all of the Corporation’s assets, (c) a consolidation or merger of the Corporation with another entity, or (d) a Change of Control of the Corporation (each of clauses (a) through (d) a “Liquidation Event”), the Holders of Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, pari passu with any payment to the holders of any Parity Securities and subject to the rights of Senior Securities (if any), and the Corporation’s creditors, but before any distribution or payment out of the assets of the Corporation shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash per Share equal to the Accumulated Stated Value of such Share, plus any accrued but unpaid Dividends thereon that have not yet been compounded (such amount, the “Liquidation Preference”). For the avoidance of doubt, the Class A Preferred Stock shall rank senior to all classes of Common Stock with respect to the distribution of assets upon a Liquidation Event.

5.2 Insufficient Assets. If upon any Liquidation Event the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Holders of the Shares the Liquidation Preference to which they are entitled under Section 5.1, then (a) the Holders of the Shares shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Class A Preferred Stock or any Parity Securities in the aggregate upon such Liquidation Event if all amounts payable on or with respect to such Shares were paid in full, taking into account the Liquidation Preference payable under Section 5.1 in respect of such Class A Preferred Stock, and (b) the Corporation shall not make or agree to make, or set aside for the benefit of the holders of Junior Securities, any payments to the holders of Junior Securities.

5.3 Notice Requirement. In the event of any Liquidation Event, the Corporation shall, within 10 days of the date the Board approves such Liquidation Event, or no later than 20 days prior to any stockholders’ meeting called to approve such Liquidation Event, or within 20 days of the commencement of any involuntary proceeding, whichever is earlier, give each Holder written notice of the proposed Liquidation Event. Such written notice shall describe the material terms and conditions of such proposed Liquidation Event, including a description of the stock, cash, and property to be received by the Holders upon consummation of the proposed Liquidation Event and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each Holder of such material change.

5.4 Reduction of Liquidation Preference upon Exercise of Penny Warrants. Upon any exercise of Penny Warrants, the Liquidation Preference of the Class A Preferred Stock shall be reduced in accordance with the Shared Upside Penny Warrant Recognition Mechanism set forth in this Section 5.4. For purposes of this Section 5.4, (i) “Reference Price” means the 30 trading day volume-weighted average price of the Common Stock immediately preceding the applicable exercise date, (ii) “Intrinsic Value” means the excess, if any, of the Reference Price over the exercise price of the applicable Penny Warrants, multiplied by the number of Penny Warrants so exercised and (iii) “Share Price Appreciation” means, expressed as a percentage, the amount by which the Reference Price exceeds $15.92 per share, divided by $15.92 per share (such amount, which represents the value of the Common Stock on the Initial Closing Date, as equitably adjusted for any subdivision, combination, or reverse split of equity or similar event effecting the Common Stock). Upon each such exercise, a portion of the Intrinsic Value shall be applied to reduce the Liquidation Preference of the Class A Preferred Stock, determined by reference to the level of Share Price Appreciation reflected in the Reference Price, as follows: (a) 0% of the portion of the Intrinsic Value representing less than 100% Share Price Appreciation; (b) 45% of the portion representing 100% to 150% Share Price Appreciation; (c) 47.5% of the portion representing 150% to 200% Share Price Appreciation; (d) 50% of the portion representing 200% to 250% Share Price Appreciation; (e) 52.5% of the portion representing 250% to 300% Share Price Appreciation; (f) 55% of the portion representing 300% to 350% Share Price Appreciation; (g) 57.5% of the portion representing 350% to 400% Share Price Appreciation; (h) 60% of the portion representing 400% to 450% Share Price Appreciation; (i) 62.5% of the portion representing 450% to 500% Share Price Appreciation; and (j) 65% of the portion representing greater than 500% Share Price Appreciation. Any reduction of the Liquidation Preference pursuant to this Section 5.4 shall be allocated pro rata among the then-outstanding Shares and shall be applied only to the extent of the then-outstanding Liquidation Preference. For the avoidance of doubt, nothing in this Section 5.4 shall limit the Holders’ ownership of Common Stock received upon exercise of the Penny Warrants or their participation in the future appreciation of the Corporation. For illustrative purposes, an example calculation of the Shared Upside Penny Warrant Recognition Mechanism set forth in this Section 5.4 is included in Appendix I hereto.

6. Voting.

6.1 Voting Together with Common Stock. The Holders of the Class A Preferred Stock shall be entitled to vote together with the holders of the Common Stock as a single class on all matters submitted to a vote of the holders of Common Stock. The aggregate number of votes to which the Holders of the Class A Preferred Stock shall be entitled shall, as of the Initial Closing Date, equal 19.9% of the total voting power of all voting securities of the Corporation outstanding as of the Initial Closing Date (determined immediately after giving effect to the issuance of the Class A Preferred Stock and the Warrants as if such Warrants had been exercised in full for shares of Common Stock on the Initial Closing Date), such that the Holders of the Class A Preferred Stock shall have, in the aggregate, a number of votes equal to 19.9% of the total voting power of the Corporation as of the Initial Closing Date. Each share of Class A Preferred Stock shall have a number of votes per share that represents a ratable portion of the aggregate number of votes that the Holders of the Class A Preferred Stock shall be entitled to pursuant to this Section 6 (calculated such that the number of votes per share of Class A Preferred Stock as of any record date shall be an amount equal to the aggregate number of votes that the Holders of the Class A Preferred Stock shall be entitled to cast as of such record date divided by the total number of shares of Class A Preferred Stock outstanding as of such record date).

6.2 Adjustment upon Exercise of Warrants. The aggregate voting power to which the Holders of the Class A Preferred Stock set forth in Section 6.1 are entitled to and the corresponding number of votes per share of Class A Preferred Stock shall, in each case, be adjusted (and reduced) proportionally, from time to time, to the extent that the Holders exercise any Warrants for shares of Common Stock, so that the aggregate voting power represented by the Class A Preferred Stock, taken together with the shares of Common Stock issued to such Holders upon exercise of the Warrants, does not exceed the aggregate voting power attributable to such Holders as of the Initial Closing Date. Each such adjustment shall be effective concurrently with the applicable exercise of Warrants. The Corporation shall furnish to each Holder, promptly following any such adjustment (but in any event not later than three (3) Business Days thereafter), a written notice setting forth in reasonable detail such adjustment and the revised aggregate voting power of the Class A Preferred Stock. For the avoidance of doubt, any adjustment (and reduction) of the aggregate voting power and corresponding number of votes per share of Class A Preferred Stock effected pursuant to this Section 6.2 shall be permanent and irrevocable, and shall not be reversed or otherwise affected by any subsequent Transfer or other disposition of shares of Common Stock received by a Holder upon exercise of Warrants. As promptly as reasonably practicable following any such adjustment, but in any event not later than five (5) Business Days thereafter, the Corporation shall furnish to the Holders of the Class A Preferred Stock a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

6.3 Voting Rights upon Redemption. If the Corporation redeems all or any portion of the Class A Preferred Stock pursuant to Section 7, the Corporation shall take all actions within its control necessary to grant to the Holders of the Class A Preferred Stock equivalent voting rights, whether pursuant to a new or amended certificate of designation or another similar mechanism, in each case so as to preserve, to the greatest extent practicable, the aggregate voting position of such Holders of the Class A Preferred Stock immediately prior to such Redemption, taking into account the Warrants then held by such Holders.

7. Redemption.

7.1 Holder Redemption Right. Upon a Liquidation Event, upon the occurrence and during the continuance of an Event of Default, or at any time after the 10 year anniversary of the Initial Closing Date, each Holder of Shares may elect, in its sole discretion, to require the Corporation to redeem all (or any portion) of its outstanding Shares (a “Redemption”) at a price per Share equal to the then applicable Redemption Price (as defined below) per Share. If the Corporation fails to pay the applicable Redemption Price when due, such failure shall constitute an Event of Default.

7.2 Corporation Redemption Right. The Corporation shall have the right to redeem the Class A Preferred Stock at any time and from time to time, in part or in whole, on a pro rata basis at a price per Share equal to the then applicable Redemption Price.

7.3 Redemption Price. The redemption price (the “Redemption Price”) per Share shall equal the then applicable Liquidation Preference as of the applicable redemption date (each such date, a “Redemption Date”), giving effect to any reduction pursuant to the Shared Upside Penny Warrant Recognition Mechanism set forth in Section 5.4.

7.4 Redemption Procedures. In order to effectuate a Redemption pursuant to Section 7.1, the applicable Holder of Shares shall deliver written notice to the Corporation specifying the Redemption Date (which shall be not less than 30 nor more than 60 days after the date of such notice) and the number of Shares to be redeemed. In order to effectuate a Redemption pursuant to Section 7.2, the Corporation shall deliver written notice to the holders of the Shares specifying the Redemption Date (which shall be not less than 30 nor more than 60 days after the date of such notice) and the number of Shares to be redeemed. On the Redemption Date, the Corporation shall pay in cash the applicable Redemption Price for each Share being redeemed representing such Shares. In the event the Corporation fails to pay the applicable Redemption Price on the Redemption Date, the Holders of Shares subject to such Redemption shall be entitled to all customary remedies available at law or in equity.

7.5 Deposit of Redemption Price. The aggregate Redemption Price shall be due and payable in cash in immediately available funds on the applicable Redemption Date. Prior to 11:00 a.m., Eastern Time, on the Redemption Date, the Corporation shall deposit with an escrow agent to be mutually agreed upon by the parties, or shall pay directly to any Holder, money sufficient to pay the Redemption Price of and accumulated and unpaid Dividends on all Shares to be redeemed. If the Corporation complies with the provisions of the preceding sentence, Dividends shall cease to accumulate on the redeemed Shares on the Redemption Date. If Shares called for redemption shall not be so paid because of the failure of the Corporation to comply with this Section 7.5, the Corporation shall pay an additional amount equal to the Dividends that would have accrued on the unpaid amount from the Redemption Date until actually paid, at the Dividend Rate.

7.6 Effect of Redemption. All Shares redeemed shall no longer be deemed outstanding as of the applicable Redemption Date and all rights with respect thereto shall cease, other than the right to receive the Redemption Price.

8. Board Representation.

(a) For so long as the Minimum Ownership Condition is satisfied, the Holders of outstanding shares of Class A Preferred Stock entitled to vote thereon, voting separately as a single class, shall have the exclusive right to appoint and elect one (1) individual to the Board (the “DOW Director”) and to separately designate one (1) additional representative to attend all meetings of the Board (and any committees thereof) in a strictly non-voting observer capacity (the “DOW Board Observer”). The initial DOW Director and initial DOW Board Observer shall be appointed and designated, respectively, by DOW after the date hereof, and each is hereby deemed approved by the Board and shall be appointed and designated, respectively, to the Board on the date of such appointment.

(b) The removal of the DOW Director or DOW Board Observer shall be only upon the written request of the DOW; provided that the Board may exclude or terminate the rights of the DOW Board Observer if the Board or a committee thereof determines in good faith that such person no longer satisfies the requirements set forth in this Section 8. In the event that the DOW Director for any reason ceases to serve as a member of the Board during his or her term of office, the resulting vacancy on the Board shall be filled by the DOW.

(c) The DOW Board Observer shall not be a director and shall not have voting rights. The DOW Board Observer shall execute and comply with a confidentiality agreement and such other policies and procedures as the Corporation reasonably requires for Board observers. The Corporation may withhold any materials from, or exclude the DOW Board Observer from, any meeting or portion thereof if the Board or any committee thereof, in consultation with the Corporation’s legal counsel, determines in good faith that such withholding or exclusion is necessary or advisable to preserve attorney-client privilege or work-product protection, comply with applicable Law, avoid a conflict of interest, protect competitively sensitive information or comply with confidentiality obligations to third parties.

(d) The DOW Director shall be entitled to advancement of expenses and indemnification in the same manner and to the same extent as the other non-executive members of the Board under the Corporation’s organizational documents, the DGCL and any indemnification agreements. Applicable pre-existing director minimum ownership requirements of certain policies of the Board shall be deemed satisfied in respect of the DOW Director, by the shares of Preferred Stock or Warrants (including the Warrant Shares) held by the DOW. The Corporation acknowledges and agrees that it is the indemnitor of first resort (i.e., its obligations to the DOW Director are primary and any obligation of the DOW to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the DOW Director are secondary) to the fullest extent permitted by applicable Law and the Corporation’s organizational documents.

(e) The DOW Director shall comply with the corporate governance principles and practices of the Corporation as in effect from time to time and applicable to directors generally and shall be subject to the same fiduciary duties under Delaware law as the other members of the Board. The DOW Director shall be entitled to reimbursement of reasonable and documented out-of-pocket expenses in the same manner and to the same extent as the other non-executive members of the Board, subject to the Corporation expense reimbursement policies as in effect from time to time.

(f) The size of the Board shall not exceed nine members and the size of each of the Audit Committee of the Board (the “Audit Committee”) and Compensation Committee of the Board (the “Compensation Committee”) shall not exceed three members, except as otherwise permitted by this Certificate of Designations or required by applicable Law. For so long as the DOW Investors have a right to designate an Independent Director, the Board or any committee thereof shall appoint the DOW Director for membership on the Audit Committee and Compensation Committee, if permitted by stock exchange rules and the rules and regulations of the SEC. If the DOW Director is not permitted by stock exchange rules and the rules and regulations of the SEC to be a member of the Audit Committee or the Compensation Committee, the DOW Director shall attend all meetings of the Audit Committee or the Compensation Committee, as applicable, in a strictly non-voting observer capacity be a non-voting observer capacity.

9. Reissuance of Class A Preferred Stock. Shares that have been issued and reacquired by the Corporation in any manner, including shares purchased or redeemed or exchanged, or converted, shall (upon compliance with any applicable provisions of the Laws of the State of Delaware) have the status of authorized but unissued shares of Preferred Stock of the Corporation undesignated as to series and may be designated or re-designated, and issued or reissued, as the case may be, as part of any series of Preferred Stock of the Corporation; provided, that any issuance of such shares as Class A Preferred Stock must be in compliance with the terms hereof.

10. Event of Default Remedies. If an Event of Default occurs and is continuing, the Dividend Rate shall automatically increase by 2.00% per annum until such Event of Default is no longer continuing, including as a result of cure or waiver of such Event of Default. The exercise of the remedy contained in this Section 10 by the Holders shall not prevent the exercise of any other right or remedy by the Holders in respect of any Event of Default.

11. Notices. All notices, consents, waivers and other communications under this Certificate of Designations must be in writing and will be deemed given to a party when delivered by e-mail, in each case marked to the attention of the individual (by name or title) designated in the Investment Agreement (or to such e-mail address as a party may designate by notice to the other party).

12. Share Exchanges and Reclassifications. Without the prior written consent of the Holders of a majority of the then outstanding Shares, the Corporation shall not effect or validate any consummation of a binding share exchange or reclassification involving the Class A Preferred Stock unless (x) the Shares remain outstanding, and (y) such shares remaining outstanding have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Class A Preferred Stock immediately prior to such transaction, taken as a whole, including, without limitation, the priority or rank of the Class A Preferred Stock with respect to the distributions.

13. Amendments and Waiver. No provision of this Certificate of Designations may be amended, modified, or waived, whether by merger, consolidation, re-domestication, reorganization, recapitalization, reclassification, conversion or otherwise, except by an instrument in writing executed by the Corporation and the Holders of a majority of the then outstanding Shares (in addition to any other approval required by the DGCL), and any such written amendment, modification or waiver will be binding upon the Corporation and each Holder of Class A Preferred Stock; provided that any amendment, whether by merger, consolidation, re-domestication, reorganization, recapitalization, reclassification, conversion or otherwise, to (a) decrease the Stated Value or Accumulated Stated Value or Dividend Rate of any Share of Class A Preferred Stock, (b) adversely affect the redemption rights or the Liquidation Preference of the Class A Preferred Stock, or (c) otherwise amend any other terms of the Class A Preferred Stock in a manner that would have a disproportionate adverse effect on any Holder of the Class A Preferred Stock as compared to other Holders of the Class A Preferred Stock shall require the consent of Holders of each Share of Class A Preferred Stock so affected. The Holders of Class A Preferred Stock shall have all remedies available at law or in equity for a breach of this Certificate of Designations, including the right to seek specific performance. Any action by the Corporation without the consent of Holders of the Shares required by this Section 13 is expressly ultra vires and shall be void ab initio and any action or attempted action, any contracts, amendments or other documentation thereof or related thereto are expressly null and void.

14. Written Consents. Any action requiring a vote or consent of the Holders of a majority of the then outstanding Shares or each affected Holder may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by the requisite Holders and delivered to the Corporation. The Corporation shall provide to each Holder a copy of or notice of each proposed written consent not less than five Business Days prior to the proposed date of effectiveness, and promptly following effectiveness give written notice to each Holder; provided that failure to give notice shall not impair the validity of the consent or action.

15. Payment for Consents. The Corporation shall not pay or cause to be paid, directly or indirectly, any consideration to or for the benefit of any Holder for or as an inducement to any consent, amendment, modification or waiver unless such consideration is offered to be paid to all Holders and is paid to all Holders that approve such consent, amendment, modification or waiver.

16. Withholding. The Corporation and any applicable paying or transfer agent shall be entitled to withhold the amount of any Taxes required to be withheld by applicable law from any payments or deemed payments made on or with respect to the Class A Preferred Stock or Common Stock or other securities issued in connection with the Class A Preferred Stock.

17. Transfers. Any Holder may Transfer shares of Class A Preferred Stock so long as such Transfer is permitted under the Investor Rights Agreement (subject to applicable securities laws). Subject to the requirements of this Section 17, upon satisfaction of the requirements of this Certificate of Designations to effect a Transfer of any Class A Preferred Stock, the Corporation will cause such Transfer or exchange to be registered as soon as reasonably practicable but in no event later than the 3rd Business Day after the date of such satisfaction.

18. Transfer Agent; Registrar.

18.1 General. The duly appointed transfer agent and registrar for the Class A Preferred Stock shall be Continental Stock Transfer & Trust Company (together with its successors and assigns, the “Transfer Agent”). The Corporation designates its principal U.S. executive offices, and any office of the Transfer Agent in the continental United States, as an office or agency where Class A Preferred Stock may be presented for registration of transfer.

18.2 Maintenance of the Register. The Corporation will keep, or cause there to be kept, a record (the “Register”) of the names and addresses of the Holders, the number of shares of Class A Preferred Stock held by each Holder and the transfer, exchange, repurchase and Redemption of the Class A Preferred Stock. Absent manifest error, the entries in the Register will be conclusive and the Corporation and the Transfer Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

18.3 Removal. The Corporation may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof to the Holders of the Class A Preferred Stock.

19. Severability. If any provision of this Certificate of Designations is invalid, illegal, or unenforceable, the balance of this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. Any waiver by the Corporation or any Holder of Shares of a breach of any provision of this Certificate of Designations shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designations.

20. Transfer Taxes. The Corporation shall pay any and all documentary, stamp, and similar issue or transfer Taxes that may be payable in respect of any issuance or delivery of shares of Class A Preferred Stock; provided that the Corporation shall not be required to pay any Tax that may be payable in respect of any transfer involved in the issuance or delivery of shares in a name other than that of the Holder of the Shares to be so issued or delivered, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such Tax or has established, to the satisfaction of the Corporation, that such Tax has been paid.

21. Other Rights; Fiduciary Duties. The Holders of the Shares, in their capacity as such, shall not have any designations, preferences, rights, powers, duties or obligations, other than as set forth in the Certificate of Incorporation (including this Certificate of Designations) or as provided by applicable law.

22. Governing Law. This Certificate of Designations and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with the Federal Law of the United States (“Federal Law”). To the extent that Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the parties hereto that the Law of the State of Delaware (without giving effect to its conflict of laws principles) shall be adopted as the governing rule of decision.

23. No Other Rights. The shares of Class A Preferred Stock shall not have any powers, preferences, or relative, participating, optional, or other special rights, or any qualifications, limitations, or restrictions, other than as set forth herein or as provided by applicable law.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations, Preferences and Rights to be executed this 14th day of September, 2026.

Appendix I

Shared Upside Penny Warrant Recognition Mechanism

Illustrative Netting (assuming a Reference Price of $17.17)

Exhibit 3.2

FORM OF
CERTIFICATE OF DESIGNATIONS
of
Class B JUNIOR PARTICIPATING PREFERRED STOCK
of
THE ELMET GROUP CO.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

The Elmet Group Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on September 10, 2026:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Class B Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as “Class B Junior Participating Preferred Stock” (the “Class B Preferred Stock”) and the number of shares constituting the Class B Preferred Stock shall be 540,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Class B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Class B Preferred Stock.

Section 2. Dividends and Distributions.

(a) Subject to the rights of the holders of any shares of any Series of Preferred Stock (or any similar stock) ranking prior and superior to the Class B Preferred Stock with respect to dividends, the holders of shares of Class B Preferred Stock, in preference to the holders of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Class B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Class B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution (or effect an adjustment, as appropriate) on the Class B Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (or effects a subdivision or combination or consolidation of the outstanding shares of Common Stock).

(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Class B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Class B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.

(d) Dividends paid on the shares of Class B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Class B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Class B Preferred Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth, each share of Class B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except as otherwise provided herein, in any other Certificate of Designations creating a Class of Preferred Stock or any similar stock, or by law, the holders of shares of Class B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(c) Except as set forth herein, or as otherwise provided by law, holders of Class B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Class B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Class B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Class B Preferred Stock, except dividends paid ratably on the Class B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Class B Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Class B Preferred Stock, or any shares of stock ranking on a parity with the Class B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Class B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock unless, prior thereto, the holders of shares of Class B Preferred Stock shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Class B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Class B Preferred Stock, except distributions made ratably on the Class B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Class B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Class B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Class B Preferred Stock shall not be redeemable.

Section 9. Rank. The Class B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock.

Section 10. Fractional Shares. The Class B Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Class B Preferred Stock.

Section 11. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Class B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B Preferred Stock, voting together as a single class.

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Chief Executive Officer and attested by its Secretary this September 14, 2026.

Attest:

Exhibit 4.1

PENNY WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OF THIS WARRANT AND THE PARTY REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITY REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT NO. 1 TO PURCHASE 5,675,506 SHARES OF COMMON STOCK
OF THE ELMET GROUP CO.

Issue Date: September 14, 2026

1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Average Share Price” means the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding a specified date.

“Board” means the board of directors of the Corporation, including any duly authorized committee thereof.

“Business Day” means any day which is not a Saturday, Sunday or a day on which banking institutions are not open in Washington, D.C. or New York, New York.

“Certificate of Designation” means the certificate of designation of the Corporation, dated as of the date hereof.

“Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, or such successor certificate or articles of incorporation, articles of association or similar organizational document.

“Change of Control” has the meaning set forth in the Investor Rights Agreement as of the Initial Closing Date.

“Common Stock” means the common stock of the Corporation, par value $0.001 per share.

“Controlled” means the possession of the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or ownership interests, by contract or otherwise.

“Conversion Limitation Adjustment Event” means the consummation of (a) any share exchange, stock sale, consolidation or merger of the Corporation, or other transaction pursuant to which a majority of the Common Stock will be converted into cash, securities or other property or assets or pursuant to which any Person or group of Persons will have the right to appoint a majority of the Board, (b) any issuance of Common Stock or other securities convertible into Common Stock pursuant to which any Person or group of Persons will have the right to appoint a majority of the Board, or (c) any sale, lease or other transfer in one transaction or a series of transactions of any material portion of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, other than the transfer of assets of the Corporation to one or more of the Corporation’s wholly owned subsidiaries.

“Corporation” means The Elmet Group Co., a Delaware corporation.

“Definitive Transaction Documents” means, collectively, the Investment Agreement, the Investor Rights Agreement, this Warrant, the Strike Price Warrant, the Registration Rights Agreement and the other transaction documents entered into by and among the Corporation and the DOW in connection with the transactions contemplated hereby, as amended, modified, or supplemented from time to time.

“DOW” means the United States Department of War. Any actions specified to be taken by the DOW hereunder may only be taken by such Person and not by any other Warrantholder.

“DOW Investors” means, collectively, (i) the DOW and (ii) any DOW Permitted Transferee that owns any Preferred Stock, Common Stock or Warrants.

“DOW Permitted Transferee” means any Qualified Governmental Authority.

“Equity Securities” means any and all (a) shares, interests, participations, or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (b) securities convertible into or exchangeable for shares, interests, participations, or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (c) any and all warrants, rights, or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Ex-Dividend Date” means, with respect to any issuance, dividend or distribution, the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exercise Price” means, with respect to this Warrant, $0.001.

“Expiration Time” has the meaning set forth in Section 3.

“Fair Market Value” means, with respect to any Warrant, the greater of the value as determined by (a) the sixty (60) trading day volume-weighted average price (“VWAP”) of the Common Stock of the Corporation on the NASDAQ (NASDAQ: ELMT), with such VWAP commencing upon notice of such election, or (b) the value established by a third-party appraiser mutually selected by the Corporation and the Warrantholder, as requested by the Warrantholder pursuant to Section 23.

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Authorization” means any consent, license, permit, certificate, identification number, approval, exemption, variance product registration or other registration issued or granted by or filed with any Governmental Authority pursuant to applicable Law.

“Initial Closing Date” means the date hereof.

“Insolvency Event” means:

(a) any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation;

(b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Corporation, or a substantial part of the property or assets of the Corporation, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the Corporation, or a substantial part of the property or assets of the Corporation, or (iii) the winding-up or liquidation of the Corporation, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(c) the Corporation shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (b) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the Corporation, or a substantial part of the property or assets of the Corporation, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or admit in writing its inability or fail generally to pay its debts as they become due.

“Investment Agreement” means that certain Investment Agreement, dated as of September 11, 2026, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Investor Rights Agreement” means that certain Investor Rights Agreement, dated the date hereof, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the NASDAQ or any principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Law” means all codes, laws, common laws, statutes, Governmental Authorizations, treaties, ordinances, rules, regulations, orders, writs, judgments or injunctions of Governmental Authority, including any amendments thereto.

“Liquidation Event” shall mean (a) the occurrence of any Insolvency Event of the Corporation, (b) a sale, license, lease or transfer of all or substantially all of the Corporation’s assets, (c) a consolidation or merger of the Corporation with another entity or (d) a Change of Control of the Corporation.

“Mandatory Exercise Event” has the meaning set forth in Section 10.

“NASDAQ” means any of the NASDAQ Global Select Market, the NASDAQ Global Market and the NASDAQ Capital Market.

“Original Issue Date” means the date hereof.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an estate, an unincorporated association or a Governmental Authority or any department, agency or political subdivision thereof.

“Preferred Stock” means the shares of the Company’s Class A Redeemable Preferred Stock, par value $0.001 per share.

“Qualified Governmental Authority” means any U.S. federal Governmental Authority, division, department, organization, instrumentality or similar entity or body Controlled by the United States that can deliver a valid and duly executed Internal Revenue Service Form W-9 or otherwise demonstrate that it is a “United States person” for U.S. federal income tax purposes.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and between the Corporation and the DOW.

“Regulatory Law” means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder, collectively, any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade or that affect foreign investment, outbound investment, foreign exchange, national security or national interest of any jurisdiction.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” has the meaning set forth in Section 2.

“Strike Price Warrant” means the Warrant representing 25% of the warrants to purchase exercisable at $15.92 per share as of the date hereof.

“Trading Day” means a Business Day on which NASDAQ (or any other national securities exchange on which the Common Stock is listed at such time) is open for business.

“Transfer Agent” means the Corporation’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

“Warrant” means this warrant to purchase Common Stock.

“Warrantholder” has the meaning set forth in Section 2.

2. Number of Shares; Exercise Price. This certifies that the DOW (together with any permitted transferee or assignee, as applicable, including the restrictions included in Section 7, the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Corporation, in whole or in part, after the expiration or termination of any applicable Regulatory Law, if any, up to an aggregate of 5,675,506 fully paid and nonassessable shares of Common Stock, at a purchase price per share of Common Stock equal to the Exercise Price. The number of shares of Common Stock (the “Shares”) are subject to adjustment as provided herein, and all references to “Common Stock,” and “Shares” herein shall be deemed to include any such adjustment or series of adjustments.

3. Exercise of Warrant; Term; Limitation on Share Transfers.

(a) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part, by the Warrantholder, at any time and from time to time, after September 14, 2027 but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Original Issue Date (the “Expiration Time”), by (a) delivery of the Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder; provided, that the Warrantholder shall not be required to deliver the original Warrant in order to effect an exercise hereunder and no ink original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required, and (b) payment of the Exercise Price for the Shares thereby purchased (i) by wire transfer of immediately available funds to an account designated by the Corporation; or (ii) by having the Corporation withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Last Reported Sale Price of the Common Stock on the Trading Day on which this Warrant is exercised and the Notice of Exercise is delivered to the Corporation pursuant to this Section 3. The date on which the last of such items set forth herein is delivered to the Corporation (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Notwithstanding anything in the Warrant to the contrary, to the extent that (x) there has not been an exercise of the Warrant by the Warrantholder pursuant to this Section 3(a) and (y) the Last Reported Sale Price of the Common Stock price is in excess of the Exercise Price, unless Warrantholder provides written notice to the Corporation to the contrary, any portion of the Warrant that remains unexercised at the Expiration Time shall be exercised automatically in whole (not in part) upon the Expiration Time by means of a cashless exercise pursuant to this Section 3(a).

Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of new Warrant evidencing the right to purchase the remaining number of Shares, if any.

(b) Limitations on Share Transfers. Subject to the Investor Rights Agreement, any Shares issued in connection with the exercise of the Warrant may be sold only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act.

(c) Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with an offering by the Corporation, a Change of Control, a Liquidation Event or other transaction, such exercise may, at the election of the Warrantholder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

4. Issuance of Shares; Authorization; Listing.

(a) Upon exercise of this Warrant, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days thereafter), deliver to the Warrantholder in book-entry form as recorded on the books and records of the Transfer Agent such aggregate number of shares of Common Stock specified by the Warrantholder in the Notice of Exercise and to which the Warrantholder is entitled pursuant to the exercise hereof. The Corporation hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Corporation agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Corporation in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Corporation may then be closed. The Corporation will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant at any time. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not close its books against the transfer of any of its capital stock in any manner which would prevent the timely conversion of the Shares.

(b) The Corporation shall use commercially reasonable efforts to cause the Shares issuable upon exercise of this Warrant to be approved for listing on the NASDAQ on or about the Original Issue Date, subject to notice of issuance of such Shares.

5. No Fractional Shares. The Corporation shall not issue any fractional shares of Common Stock upon exercise of the Warrant. Instead, the Corporation shall pay a cash adjustment to the exercising Warrantholder based upon the Last Reported Sale Price on the Trading Day immediately prior to the Exercise Date.

6. Charges; Issuance Taxes and Expenses and Withholding.

(a) Issuance of Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issuance tax (to the extent permitted under applicable law) or other incidental expense in respect of the issuance of such Shares, all of which issuance taxes and other expenses shall be paid by the Corporation. Notwithstanding the foregoing, the Warrantholder and the Corporation shall cooperate to minimize any such transfer taxes to the extent permitted by law, including by providing any necessary documentation thereof.

(b) Notwithstanding any other provision of this Warrant, the Corporation and its respective representatives, as applicable, shall be entitled to deduct and withhold from any amount payable pursuant to this Warrant and any taxes as may be required to be deducted and withheld from such amounts under applicable tax law.

7. Transfer/Assignment.

(a) Without the prior written consent of the Corporation (such consent not to be unreasonably withheld, conditioned or delayed), the Warrantholder may not sell, assign, transfer, pledge or dispose of all or any portion of the Warrant or any rights thereunder, to any Person if not permitted under the Investor Rights Agreement. The Corporation shall be entitled to refuse to register any attempted transfer not in compliance with this Section 7, and any attempted sale, assignment, transfer, pledge or disposition in violation of this Section 7 shall be null and void. For the avoidance of doubt, no Common Stock issued in respect of the Warrant will be subject to the restrictions set forth in this Section 7 in connection with open-market transactions.

(b) If this Warrant is to be transferred, the Warrantholder shall surrender this Warrant to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of the Warrantholder a new Warrant (in accordance with Section 7(d)), registered as the Warrantholder may request, representing the right to purchase the number of Shares being transferred by the Warrantholder and, if less than the total number of Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Warrantholder representing the right to purchase the number of Shares not being transferred.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder at the principal office of the Corporation, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Shares as is designated by the Warrantholder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrant. Whenever the Corporation is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(b) or Section 7(c), the Shares designated by the Warrantholder which, when added to the number of shares of Common Stock underlying the other new Warrant issued in connection with such issuance, does not exceed the number of Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the issue date indicated on the face of this Warrant and (iv) shall have the same rights and conditions as this Warrant.

(e) Buy-In. In addition to any other rights or remedies available to the Warrantholder hereunder or otherwise at law or in equity, if after the exercise of this Warrant pursuant to Section 3, the Corporation fails to deliver the Shares in book-entry form within the three (3) Business Day period in accordance with Section 4, and if after such failure, the Warrantholder is required by its broker to purchase (in an open market transaction or otherwise), or the Warrantholder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of the Shares that the Warrantholder was entitled to receive upon such exercise (a “Buy-In”), then (i) the Corporation shall pay in cash to the Warrantholder the amount by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares that the Corporation was required to deliver to the Warrantholder in connection with such exercise, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Warrantholder, either reinstate the portion of this Warrant and equivalent number of Shares for which such exercise was not honored (and refund the Exercise Price therefor, to the extent paid by the Warrantholder), or deliver to the Warrantholder the number of Shares that would have been issued had the Corporation timely complied with its delivery obligations hereunder. The Warrantholder shall provide the Corporation written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit the Warrantholder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the Shares upon exercise of this Warrant.

(f) This Warrant, and any new Warrant issued pursuant to this Section 7, shall contain the notations set forth on the face of this Warrant (in addition to any additional legends or notations as may be required under applicable securities laws).

(g) Each register and book-entry for the Shares shall contain notations in the following form (in addition to any additional legends or notations as may be required under applicable securities laws):

(i) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

(ii) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OF THIS SECURITY AND THE PARTY REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITY REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

8. Saturdays; Sundays; Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.

9. Adjustments to Number of Shares. In order to prevent dilution of the exercise rights granted under Section 3 hereof, the number of Shares issuable upon exercise of the Warrant shall be subject to adjustment, without duplication, from time to time as provided in this Section 9, except that the Corporation shall not make any adjustment to the Exercise Price if the Warrantholder participates, at the same time and upon the same terms as all holders of Common Stock and solely as a result of holding the Warrant, in any transaction described in this Section 9, without having to exercise the Warrant, as if the Warrantholder held a number of shares of Common Stock that would be issuable upon exercise of the Warrant in accordance with Section 3.

(a) Subdivisions and Combinations. In case the outstanding shares of Common Stock shall be subdivided (whether by stock split, recapitalization or otherwise) into a greater number of shares of Common Stock or combined (whether by consolidation, reverse stock split or otherwise) into a lesser number of shares of Common Stock, then the number of Shares issuable upon exercise of the Warrants immediately prior to such subdivision or combination shall be proportionately increased (in the case of a subdivision) or proportionately decreased (in the case of a combination). Such adjustment shall become effective retroactively to the close of business on the day upon which such subdivision or combination becomes effective.

(b) Stock Dividends or Distributions. If the Corporation shall issue shares of Common Stock as a dividend or distribution on all or substantially all shares of Common Stock (other than as set forth in Section 9(f)), the number of Shares issuable upon exercise of the Warrants immediately prior to any such dividend or distribution shall be proportionately increased. Any adjustment under this Section 9(b) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, as applicable. If any dividend or distribution of the type described in this Section 9(b) is declared but not so paid or made, the number of Shares shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the number of Shares that would then be in effect if such dividend or distribution had not been declared or announced.

(c) Distributions of Rights, Options or Warrants. If the Corporation shall distribute to all or substantially all holders of its Common Stock any rights, options or warrants (other than rights, options or warrants distributed in connection with a stockholders’ rights plan, in which case the provisions of Section 9(g) shall apply) entitling them to purchase, for a period of not more than 45 calendar days from the announcement date for such distribution, shares of the Common Stock at a price per share less than the Average Share Price immediately preceding the announcement date for such distribution, the number of Shares issuable upon exercise of the Warrants shall be increased based on the following formula:

where,

WS₁ = the number of Shares issuable upon exercise of the Warrants immediately after the open of business on the Ex-Dividend Date for such distribution;

WS₀ = the number of Shares issuable upon exercise of the Warrants immediately prior to the open of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of shares of the Common Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution;

X = the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants; and

Y = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the Average Share Price immediately preceding the announcement date of such distribution.

Any increase made under this Section 9(c) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the number of Shares shall be decreased to the number of Shares that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of the Common Stock actually delivered. If such rights, options or warrants are not so distributed, the number of Shares shall be decreased to the number of Shares that would then be in effect if such record date for such distribution had not occurred.

(d) Distributions of Equity Securities, Indebtedness, other Securities, Assets or Property. If the Corporation distributes shares of its Equity Securities, evidences of its indebtedness, other assets or property, including cash and cash equivalents, of the Corporation or rights, options or warrants to acquire its Equity Securities or other securities to all or substantially all holders of Common Stock, excluding:

(i) dividends or distributions as to which adjustment is required to be effected pursuant to Section 9(b) or (c) above;

(ii) rights issued to all holders of the Common Stock pursuant to a rights plan, where such rights are not presently exercisable, trade with the Common Stock and the plan provides that the Warrantholder will receive such rights along with any Common Stock received upon exercise of the Warrant; and

(iii) Spin-Offs described below in this Section 9(d),

then the number of Shares issuable upon exercise of the Warrants shall be increased based on the following formula:

where,

WS₁ = the number of Shares issuable upon exercise of the Warrants immediately after the open of business on the Ex-Dividend Date for such distribution;

WS₀ = the number of Shares issuable upon exercise of the Warrants immediately prior to the open of business on the Ex-Dividend Date for such distribution;

SP₀ = the Average Share Price immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined by the Board in good faith) of the shares of Equity Securities, evidences of indebtedness, securities, assets or property distributed with respect to each outstanding share of the Common Stock immediately prior to the open of business on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 9(d) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the number of Shares shall be decreased to be the number of Shares that would then be in effect if such distribution had not been declared.

With respect to an adjustment pursuant to this Section 9(d) where there has been a Spin-Off, the number of Shares issuable upon exercise of the Warrants shall be increased based on the following formula:

where,

WS₁ = the number of Shares issuable upon exercise of the Warrants immediately after the end of the Valuation Period (as defined below);

WS₀ = the number of Shares issuable upon exercise of the Warrants immediately prior to the end of the Valuation Period;

FMV = the average of the Last Reported Sale Prices of the Equity Securities or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Equity Securities or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP₀ = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

Any adjustment to the number of Shares under the preceding paragraph of this Section 9(d) shall be made immediately after the close of business on the last Trading Day of the Valuation Period. If the Exercise Date for the Warrants to be exercised occurs on or during the Valuation Period, then, notwithstanding anything to the contrary herein, the Corporation will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the last Trading Day of the Valuation Period.

(e) Adjustment for Reorganization Events. If there shall occur any reclassification, statutory share exchange, reorganization, recapitalization, consolidation or merger involving the Corporation with or into another Person in which the Common Stock (but not the Warrant) is converted into or exchanged for securities, cash or other property, or any other similar transaction (other than any transaction covered by Section 9(d)), in each case in which the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) securities, cash or other property with respect to or in exchange for Common Stock (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation), including a Conversion Limitation Adjustment Event (without limiting the rights of the Warrantholder or the Corporation with respect to any Conversion Limitation Adjustment Event) (a “Reorganization Event”), then following any such Reorganization Event, the Warrant shall remain outstanding and be exercisable into the number, kind and amount of securities, cash or other property which the Warrantholder would have received in such Reorganization Event had such holder exercised the Warrant for the applicable number of Shares immediately prior to the effective date of the Reorganization Event using the Exercise Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 9 set forth with respect to the rights and interest thereafter of the Warrantholder, to the end that the provisions set forth in this Section 9 (including provisions with respect to changes in and other adjustments of the number of Shares) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon exercise of the Warrant. The provisions of this Section 9(e) shall similarly apply to successive Reorganization Events. In the case of any Reorganization Event, the successor Person (if other than the Corporation) resulting from such Reorganization Event shall duly execute and deliver to the Warrantholder a supplement (in form and substance reasonably satisfactory to the Warrantholder) acknowledging such successor’s obligations under this Section 9(e). Notwithstanding anything to the contrary contained herein, with respect to any Reorganization Event, the Warrantholder shall have the right to elect, prior to the consummation of such Reorganization Event, to give effect to the exercise rights contained in Section 3 in lieu of giving effect to the provisions of this Section 9(e) with respect to this Warrant. Without limiting the Corporation’s obligations with respect to a Conversion Limitation Adjustment Event, the Corporation (or any successor) shall, no less than twenty (20) calendar days prior to the occurrence of any Reorganization Event, provide written notice to the Warrantholder of the expected occurrence of such event and of the kind and amount of the cash, securities or other property that each Warrant is expected to be exercised for under this Section 9(e). Failure to deliver such notice shall not affect the operation of this Section 9(e). The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Corporation is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the exercise of the Warrant into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

(f) Other Events. If any event of the type contemplated by the provisions of this Section 9 but not expressly provided for by such provisions (including the granting of phantom stock rights or other rights with equity features) occurs, and the Board in good faith determines that an appropriate adjustment to the number of Shares issuable upon exercise of this Warrant shall be made so as to protect the rights of the Warrantholder, then such adjustment shall be made in a manner consistent with the provisions of this Section 9; provided, that no such adjustment pursuant to this Section 9(f) shall decrease the number of Shares issuable upon exercise of this Warrant as otherwise determined pursuant to this Section 9.

(g) Stockholders’ Rights Plan. To the extent that any stockholders’ rights plan adopted by the Corporation is in effect upon exercise of the Warrant, the Warrantholder will receive, in addition to any Common Stock due upon exercise, the appropriate number of rights, if any, under the applicable rights agreement (as the same may be amended from time to time). However, if, prior to any exercise, the rights have separated from the shares of the Common Stock in accordance with the provisions of the applicable stockholders’ rights plan, the number of Shares will be adjusted at the time of separation as if the Corporation distributed to all holders of the Common Stock, shares of Equity Securities, evidences of indebtedness, securities, assets or property as described in Section 9(d) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(h) Adjustment at the Discretion of the Board. Solely for purposes of preventing dilution, to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Corporation’s securities are then listed, the Corporation also may (but is not required to) increase the number of Shares to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the number of Shares is increased pursuant to the preceding sentence, the Corporation shall deliver to the Warrantholder a notice of the increase at least fifteen (15) days prior to the date the increased number of Shares takes effect, and such notice shall state the increased number of Shares and the period during which it will be in effect. Notwithstanding the foregoing, such adjustments pursuant to this Section 9(h) shall require the prior written consent of the Warrantholders to the extent that such adjustment would require stockholder approval under the rules of NASDAQ or another U.S. national securities exchange.

(i) Rounding; Par Value; De-minimis Adjustments. All calculations under this Section 9 shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th of a share, as the case may be. No adjustment in the Exercise Price shall reduce the Exercise Price below the then par value of the Common Stock. The Corporation shall not be required to make any adjustment pursuant to this Section 9 if the amount of such adjustment would be less than 1% of the then applicable Exercise Price or number of Shares into which this Warrant will be exercisable in effect immediately before the event that would otherwise have given rise to such adjustment. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

(j) Notwithstanding anything to the contrary in this Section 9, the Exercise Price or the number of Shares shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any Equity Securities pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of the Corporation’s subsidiaries;

(iii) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) of this subsection and outstanding as of the Original Issue Date;

(iv) upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy back transaction, including structured or derivative transactions, that is not a tender or exchange offer; or

(v) solely for a change in the par value of the Common Stock.

(k) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the number of Shares, but in any event not later than five (5) Business Days thereafter, the Corporation shall furnish to the Warrantholder in accordance with the notice requirements set forth in Section 21 of the Warrant a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Corporation of a written request by the Warrantholder, but in any event not later than five (5) Business Day thereafter, the Corporation shall furnish to such holder a certificate of an executive officer certifying the number of Shares or the amount, if any, of other shares of stock, securities or assets then issuable to such holder upon exercise of the Warrant.

(l) Adjustments Requiring Stockholder Approval. To the extent that any adjustment under this Section 9 would require stockholder approval under the rules of NASDAQ or another U.S. national securities exchange on which the Comon Stock is then listed, the Company agrees to use its reasonable best efforts at its first annual meeting or any subsequent meeting of stockholders to obtain the approval of the Company’s stockholders for such adjustment in accordance with the requirements of the NASDAQ and applicable Law, including, that (i) the Board shall recommend to the Company’s stockholders approval of such adjustment and (ii) the Company shall solicit proxies from its stockholders in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such adjustment.

10. Mandatory Exercise.

(a) The Warrant shall be subject to mandatory exercise upon the earliest to occur of any of the following events (each, a “Mandatory Exercise Event”):

(i) on the Trading Day immediately prior to the Expiration Time;

(ii) immediately prior to any Liquidation Event;

(iii) immediately prior to the consummation of any Change of Control transaction; and

(iv) the Corporation may, at any time following September 14, 2029, require the exercise of all or any portion of the outstanding Warrant upon written notice to the Warrantholder if the VWAP of the Common Stock exceeds 400% of the Exercise Price (as defined in the Strike Price Warrant) for at least twenty (20) consecutive Trading Days immediately preceding such notice.

(b) Subject to Section 10(c), each Mandatory Exercise Event shall be self-executing by operation of this Warrant pursuant to the cashless exercise mechanic set forth in Section 3(a).

(c) The Corporation shall provide written notice to the Warrantholder no less than twenty (20) calendar days prior to any Mandatory Exercise Event to permit the Warrantholder to exercise for cash in connection with such Mandatory Exercise Event.

(d) Exercise of this Warrant (including upon any Mandatory Exercise Event), in whole or in part, shall reduce the accreted value of the Class A Redeemable Preferred Equity in the manner described in the Certificate of Designations.

11. No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

12. No Rights as Stockholders. This Warrant (other than as provided in the other Definitive Transaction Documents) does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Corporation prior to the date of exercise hereof.

13. Governing Law. This Warrant and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the Federal Law of the United States (“Federal Law”). To the extent that Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the parties hereto that the Law of the State of New York (without giving effect to its conflict of laws principles) shall be adopted as the governing rule of decision.

14. Jurisdiction Involving Non-Government Entities. By execution and delivery of this Warrant, the Corporation irrevocably and unconditionally:

(a) submits for itself and its property in any action, claim, demand, charge, complaint, audit, investigation, arbitration, inquiry, litigation, suit, or other proceeding by or before any Governmental Authority (each, a “Proceeding”) against it arising out of or in connection with this Warrant, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the Southern District of New York, (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iii) appellate courts from any of the foregoing;

(b) consents that any such Proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any Proceeding, that it may now or hereafter have to the venue of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) agrees that, subject to any and all rights of appeal provided by applicable Law, judgment against it in any such Proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment or otherwise as provided by applicable Law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of such party’s obligation.

15. Jurisdiction Involving Governmental Entities. By execution and delivery of this Warrant, the DOW Investors, to the maximum extent permitted by applicable Law, irrevocably and unconditionally acknowledge that this Warrant is an express contract within the meaning of 28 U.S.C. § 1491(a), and each submits for itself in any claim arising from, related to, or in connection with this Warrant to the jurisdiction of (a) the U.S. Court of Federal Claims; (b) any other federal court or tribunal of competent jurisdiction; and (c) appellate courts from any of the foregoing.

16. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (A) ARISING UNDER THIS WARRANT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS WARRANT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS WARRANT EACH HEREBY AGREE AND CONSENT THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS WARRANT MAY FILE A COPY OF THIS WARRANT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

17. Binding Effect. This Warrant shall be binding upon any successors or assigns of the Corporation.

18. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Warrant shall be effective unless such modification, amendment or waiver is approved in writing by the Corporation and the DOW Investors.

19. Severability. If any term, covenant, condition or provision of this Warrant or the application thereof to any Person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Warrant, or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Warrant shall be valid and be enforced to the fullest extent permitted by applicable Law.

20. Prohibited Actions. The Corporation agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the number of Shares if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Certificate of Incorporation.

21. Notices. All notices, consents, waivers and other communications under this Warrant must be in writing and will be deemed given to a party when delivered by e-mail to the e-mail addresses set forth below, in each case marked to the attention of the individual (by name or title) designated below (or to such e-mail address as a party may designate by notice to the other party):

if to the DOW:

United States Department of War

if to the Corporation:

The Elmet Group Co.

with a simultaneous copy (which will not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

22. Warrant Register. The Corporation shall keep and properly maintain at its principal office books for the registration of this Warrant and any transfers thereof. The Corporation may deem and treat the Person in whose name this Warrant is registered on such register as the Warrantholder thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary, except any assignment, division, combination, or other transfer of this Warrant effected in accordance with the provisions of this Warrant.

23. Valuation Dispute Resolution. In the case of any dispute as to the determination of the Fair Market Value of any Common Stock, Warrant, or other property, the calculation of the number of Shares or any other computation required to be made hereunder, if the Warrantholder and the Corporation are unable to settle such dispute within ten (10) Business Days, then either party may elect to submit the disputed matter(s) for resolution by an accounting firm of nationally recognized standing as may be mutually agreed upon by the Warrantholder and the Corporation. Such firm’s determination shall be binding upon all parties absent demonstrable error. The fees and expenses of the accounting firm shall be borne by the Corporation.

24. Remedies. The Corporation acknowledges that the rights of any DOW Investor under this Warrant is unique and recognizes and affirms that in the event of a breach of this Warrant by the Corporation, money damages may be inadequate and such DOW Investor would have no adequate remedy at Law. Each DOW Investor shall be entitled to seek (and the other party shall not oppose on the basis that injunctive relief or specific performance is not available due to availability of an adequate remedy at Law) an injunction or injunctions to prevent breaches of this Warrant and to enforce specifically the terms and provisions of this Warrant, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled at Law or in equity.

25. Entire Agreement. This Warrant, together with the other Definitive Transaction Documents, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or undertakings with respect thereto.

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IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed by a duly authorized officer.

Dated: September 14, 2026

Form of Notice of Exercise

Date:________________

The undersigned, pursuant to the provisions set forth in the Warrant, originally issued by the Corporation to the United States Department of War on September 14, 2026, hereby elects to exercise the Warrant with respect to the number of shares of Common Stock set forth below. The undersigned, in accordance with Section 3 of the Warrant, hereby elects to pay the aggregate Exercise Price for such shares of Common Stock in the manner indicated below (check one):

☐ Cash Exercise. The undersigned hereby tenders payment of the Aggregate Exercise Price set forth below by wire transfer of immediately available funds to the account designated by the Corporation.

☐ Cashless (Net-Share) Exercise. The undersigned hereby elects to exercise this Warrant on a cashless basis pursuant to Section 3(a)(ii) of the Warrant and directs the Corporation to withhold, from the shares of Common Stock otherwise issuable upon this exercise, a number of shares of Common Stock having a value (based on the Last Reported Sale Price on the Trading Day on which this Notice of Exercise is delivered) equal to the Aggregate Exercise Price, and to deliver to the undersigned only the net number of shares of Common Stock remaining after such withholding.

Number of Shares of Common Stock to be Exercised: ____________________

Aggregate Exercise Price (if Cash Exercise): ___________________

Net Shares to be Delivered (if Cashless Exercise): ___________________

[To be calculated by the Corporation based on the Last Reported Sale Price on the Exercise Date].

The undersigned hereby represents and warrants that the undersigned is the registered holder of the Warrant and that the foregoing exercise is being made in compliance with all applicable securities laws and the terms of the Investor Rights Agreement.

Exhibit 4.2

STRIKE PRICE WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OF THIS WARRANT AND THE PARTY REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITY REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT NO. 1 TO PURCHASE 1,891,835 SHARES OF COMMON STOCK
OF THE ELMET GROUP CO.

Issue Date: September 14, 2026

1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Average Share Price” means the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding a specified date.

“Board” means the board of directors of the Corporation, including any duly authorized committee thereof.

“Business Day” means any day which is not a Saturday, Sunday or a day on which banking institutions are not open in Washington, D.C. or New York, New York.

“Certificate of Designation” means the certificate of designation of the Corporation, dated as of the date hereof.

“Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, or such successor certificate or articles of incorporation, articles of association or similar organizational document.

“Change of Control” has the meaning set forth in the Investor Rights Agreement as of the Initial Closing Date.

“Common Stock” means the common stock of the Corporation, par value $0.001 per share.

“Controlled” means the possession of the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or ownership interests, by contract or otherwise.

“Conversion Limitation Adjustment Event” means the consummation of (a) any share exchange, stock sale, consolidation or merger of the Corporation, or other transaction pursuant to which a majority of the Common Stock will be converted into cash, securities or other property or assets or pursuant to which any Person or group of Persons will have the right to appoint a majority of the Board, (b) any issuance of Common Stock or other securities convertible into Common Stock pursuant to which any Person or group of Persons will have the right to appoint a majority of the Board, or (c) any sale, lease or other transfer in one transaction or a series of transactions of any material portion of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, other than the transfer of assets of the Corporation to one or more of the Corporation’s wholly owned subsidiaries.

“Corporation” means The Elmet Group Co., a Delaware corporation.

“Definitive Transaction Documents” means, collectively, the Investment Agreement, the Investor Rights Agreement, this Warrant, the Penny Warrant, the Registration Rights Agreement and the other transaction documents entered into by and among the Corporation and the DOW in connection with the transactions contemplated hereby, as amended, modified, or supplemented from time to time.

“DOW” means the United States Department of War. Any actions specified to be taken by the DOW hereunder may only be taken by such Person and not by any other Warrantholder.

“DOW Investors” means, collectively, (i) the DOW and (ii) any DOW Permitted Transferee that owns any Preferred Stock, Common Stock or Warrants.

“DOW Permitted Transferee” means any Qualified Governmental Authority.

“Equity Securities” means any and all (a) shares, interests, participations, or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (b) securities convertible into or exchangeable for shares, interests, participations, or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (c) any and all warrants, rights, or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Ex-Dividend Date” means, with respect to any issuance, dividend or distribution, the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exercise Price” means, with respect to this Warrant, $15.92.

“Expiration Time” has the meaning set forth in Section 3.

“Fair Market Value” means, with respect to any Warrant, the greater of the value as determined by (a) the sixty (60) trading day volume-weighted average price (“VWAP”) of the Common Stock of the Corporation on the NASDAQ (NASDAQ: ELMT), with such VWAP commencing upon notice of such election, or (b) the value established by a third-party appraiser mutually selected by the Corporation and the Warrantholder, as requested by the Warrantholder pursuant to Section 23.

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Authorization” means any consent, license, permit, certificate, identification number, approval, exemption, variance product registration or other registration issued or granted by or filed with any Governmental Authority pursuant to applicable Law.

“Initial Closing Date” means the date hereof.

“Insolvency Event” means:

(a) any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation;

(b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Corporation, or a substantial part of the property or assets of the Corporation, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the Corporation, or a substantial part of the property or assets of the Corporation, or (iii) the winding-up or liquidation of the Corporation, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(c) the Corporation shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (b) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the Corporation, or a substantial part of the property or assets of the Corporation, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or admit in writing its inability or fail generally to pay its debts as they become due.

“Investment Agreement” means that certain Investment Agreement, dated as of September 11, 2026, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Investor Rights Agreement” means that certain Investor Rights Agreement, dated the date hereof, by and between the Corporation and the DOW, as amended, modified, or supplemented from time to time.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the NASDAQ or any principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Law” means all codes, laws, common laws, statutes, Governmental Authorizations, treaties, ordinances, rules, regulations, orders, writs, judgments or injunctions of Governmental Authority, including any amendments thereto.

“Liquidation Event” shall mean (a) the occurrence of any Insolvency Event of the Corporation, (b) a sale, license, lease or transfer of all or substantially all of the Corporation’s assets, (c) a consolidation or merger of the Corporation with another entity or (d) a Change of Control of the Corporation.

“Mandatory Exercise Event” has the meaning set forth in Section 10.

“NASDAQ” means any of the NASDAQ Global Select Market, the NASDAQ Global Market and the NASDAQ Capital Market.

“Original Issue Date” means the date hereof.

“Penny Warrant” means the Warrant representing 75% of the warrants to purchase Common Stock, exercisable at $0.001 per share as of the date hereof.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an estate, an unincorporated association or a Governmental Authority or any department, agency or political subdivision thereof.

“Preferred Stock” means the shares of the Company’s Class A Redeemable Preferred Stock, par value $0.001 per share.

“Qualified Governmental Authority” means any U.S. federal Governmental Authority, division, department, organization, instrumentality or similar entity or body Controlled by the United States that can deliver a valid and duly executed Internal Revenue Service Form W-9 or otherwise demonstrate that it is a “United States person” for U.S. federal income tax purposes.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and between the Corporation and the DOW.

“Regulatory Law” means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder, collectively, any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade or that affect foreign investment, outbound investment, foreign exchange, national security or national interest of any jurisdiction.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” has the meaning set forth in Section 2.

“Trading Day” means a Business Day on which NASDAQ (or any other national securities exchange on which the Common Stock is listed at such time) is open for business.

“Transfer Agent” means the Corporation’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

“Warrant” means this warrant to purchase Common Stock.

“Warrantholder” has the meaning set forth in Section 2.

2. Number of Shares; Exercise Price. This certifies that the DOW (together with any permitted transferee or assignee, as applicable, including the restrictions included in Section 7, the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Corporation, in whole or in part, after the expiration or termination of any applicable Regulatory Law, if any, up to an aggregate of 1,891,835 fully paid and nonassessable shares of Common Stock, at a purchase price per share of Common Stock equal to the Exercise Price. The number of shares of Common Stock (the “Shares”) and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock,” “Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

3. Exercise of Warrant; Term; Limitation on Share Transfers.

(a) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part, by the Warrantholder, at any time and from time to time, after September 14, 2027 but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Original Issue Date (the “Expiration Time”), by (a) delivery of the Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder; provided, that the Warrantholder shall not be required to deliver the original Warrant in order to effect an exercise hereunder and no ink original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required, and (b) payment of the Exercise Price for the Shares thereby purchased (i) by wire transfer of immediately available funds to an account designated by the Corporation; or (ii) by having the Corporation withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Last Reported Sale Price of the Common Stock on the Trading Day on which this Warrant is exercised and the Notice of Exercise is delivered to the Corporation pursuant to this Section 3. The date on which the last of such items set forth herein is delivered to the Corporation (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Notwithstanding anything in the Warrant to the contrary, to the extent that (x) there has not been an exercise of the Warrant by the Warrantholder pursuant to this Section 3(a) and (y) the Last Reported Sale Price of the Common Stock price is in excess of the Exercise Price, unless Warrantholder provides written notice to the Corporation to the contrary, any portion of the Warrant that remains unexercised at the Expiration Time shall be exercised automatically in whole (not in part) upon the Expiration Time by means of a cashless exercise pursuant to this Section 3(a).

Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of new Warrant evidencing the right to purchase the remaining number of Shares, if any.

(b) Limitations on Share Transfers. Subject to the Investor Rights Agreement, any Shares issued in connection with the exercise of the Warrant may be sold only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act.

(c) Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with an offering by the Corporation, a Change of Control, a Liquidation Event or other transaction, such exercise may, at the election of the Warrantholder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

4. Issuance of Shares; Authorization; Listing.

(a) Upon exercise of this Warrant, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days thereafter), deliver to the Warrantholder in book-entry form as recorded on the books and records of the Transfer Agent such aggregate number of shares of Common Stock specified by the Warrantholder in the Notice of Exercise and to which the Warrantholder is entitled pursuant to the exercise hereof. The Corporation hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Corporation agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Corporation in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Corporation may then be closed. The Corporation will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant at any time. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not close its books against the transfer of any of its capital stock in any manner which would prevent the timely conversion of the Shares.

(b) The Corporation shall use commercially reasonable efforts to cause the Shares issuable upon exercise of this Warrant to be approved for listing on the NASDAQ on or about the Original Issue Date, subject to notice of issuance of such Shares.

5. No Fractional Shares. The Corporation shall not issue any fractional shares of Common Stock upon exercise of the Warrant. Instead, the Corporation shall pay a cash adjustment to the exercising Warrantholder based upon the Last Reported Sale Price on the Trading Day immediately prior to the Exercise Date.

6. Charges; Issuance Taxes and Expenses and Withholding.

(a) Issuance of Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issuance tax (to the extent permitted under applicable law) or other incidental expense in respect of the issuance of such Shares, all of which issuance taxes and other expenses shall be paid by the Corporation. Notwithstanding the foregoing, the Warrantholder and the Corporation shall cooperate to minimize any such transfer taxes to the extent permitted by law, including by providing any necessary documentation thereof.

(b) Notwithstanding any other provision of this Warrant, the Corporation and its respective representatives, as applicable, shall be entitled to deduct and withhold from any amount payable pursuant to this Warrant and any taxes as may be required to be deducted and withheld from such amounts under applicable tax law.

7. Transfer/Assignment.

(a) Without the prior written consent of the Corporation (such consent not to be unreasonably withheld, conditioned or delayed), the Warrantholder may not sell, assign, transfer, pledge or dispose of all or any portion of the Warrant or any rights thereunder, to any Person if not permitted under the Investor Rights Agreement. The Corporation shall be entitled to refuse to register any attempted transfer not in compliance with this Section 7, and any attempted sale, assignment, transfer, pledge or disposition in violation of this Section 7 shall be null and void. For the avoidance of doubt, no Common Stock issued in respect of the Warrant will be subject to the restrictions set forth in this Section 7 in connection with open-market transactions.

(b) If this Warrant is to be transferred, the Warrantholder shall surrender this Warrant to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of the Warrantholder a new Warrant (in accordance with Section 7(d)), registered as the Warrantholder may request, representing the right to purchase the number of Shares being transferred by the Warrantholder and, if less than the total number of Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Warrantholder representing the right to purchase the number of Shares not being transferred.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder at the principal office of the Corporation, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Shares as is designated by the Warrantholder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrant. Whenever the Corporation is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(b) or Section 7(c), the Shares designated by the Warrantholder which, when added to the number of shares of Common Stock underlying the other new Warrant issued in connection with such issuance, does not exceed the number of Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the issue date indicated on the face of this Warrant and (iv) shall have the same rights and conditions as this Warrant.

(e) Buy-In. In addition to any other rights or remedies available to the Warrantholder hereunder or otherwise at law or in equity, if after the exercise of this Warrant pursuant to Section 3, the Corporation fails to deliver the Shares in book-entry form within the three (3) Business Day period in accordance with Section 4, and if after such failure, the Warrantholder is required by its broker to purchase (in an open market transaction or otherwise), or the Warrantholder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of the Shares that the Warrantholder was entitled to receive upon such exercise (a “Buy-In”), then (i) the Corporation shall pay in cash to the Warrantholder the amount by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares that the Corporation was required to deliver to the Warrantholder in connection with such exercise, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Warrantholder, either reinstate the portion of this Warrant and equivalent number of Shares for which such exercise was not honored (and refund the Exercise Price therefor, to the extent paid by the Warrantholder), or deliver to the Warrantholder the number of Shares that would have been issued had the Corporation timely complied with its delivery obligations hereunder. The Warrantholder shall provide the Corporation written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit the Warrantholder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the Shares upon exercise of this Warrant.

(f) This Warrant, and any new Warrant issued pursuant to this Section 7, shall contain the notations set forth on the face of this Warrant (in addition to any additional legends or notations as may be required under applicable securities laws).

(g) Each register and book-entry for the Shares shall contain notations in the following form (in addition to any additional legends or notations as may be required under applicable securities laws):

(i) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

(ii) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OF THIS SECURITY AND THE PARTY REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITY REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

8. Saturdays; Sundays; Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.

9. Adjustments to Exercise Price and Number of Shares. In order to prevent dilution of the exercise rights granted under Section 3 hereof, the Exercise Price and the number of Shares issuable upon exercise of the Warrant shall be subject to adjustment, without duplication, from time to time as provided in this Section 9, except that the Corporation shall not make any adjustment to the Exercise Price if the Warrantholder participates, at the same time and upon the same terms as all holders of Common Stock and solely as a result of holding the Warrant, in any transaction described in this Section 9, without having to exercise the Warrant, as if the Warrantholder held a number of shares of Common Stock that would be issuable upon exercise of the Warrant in accordance with Section 3.

(a) Subdivisions and Combinations. In case the outstanding shares of Common Stock shall be subdivided (whether by stock split, recapitalization or otherwise) into a greater number of shares of Common Stock or combined (whether by consolidation, reverse stock split or otherwise) into a lesser number of shares of Common Stock, then the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision or combination becomes effective shall be adjusted to equal the product of the Exercise Price in effect on such date and a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such subdivision or combination. Such adjustment shall become effective retroactively to the close of business on the day upon which such subdivision or combination becomes effective.

(b) Stock Dividends or Distributions. If the Corporation shall issue shares of Common Stock as a dividend or distribution on all or substantially all shares of Common Stock (other than as set forth in Section 9(e)) the Exercise Price shall be adjusted based on the following formula.

where,

EP₁ = the Exercise Price in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, as the case may be;

EP₀ = the Exercise Price in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, as the case may be;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, as the case may be; and

OS₁ = the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend, distribution, as the case may be.

Any adjustment made under this Section 9(b) shall become effective immediately after the open of business on such Ex-Dividend Date for such dividend or distribution, as applicable. If any dividend or distribution of the type described in this Section 9(b) is declared but not so paid or made, the Exercise Price shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced.

(c) Distributions of Rights, Options or Warrants. If the Corporation shall distribute to all or substantially all holders of its Common Stock any rights, options or warrants (other than rights, options or warrants distributed in connection with a stockholders’ rights plan, in which case the provisions of Section 9(g) shall apply) entitling them to purchase, for a period of not more than 45 calendar days from the announcement date for such distribution, shares of the Common Stock at a price per share less than the Average Share Price immediately preceding the announcement date for such distribution, the Exercise Price shall be decreased based on the following formula:

where,

EP₁ = the Exercise Price in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

EP₀ = the Exercise Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of shares of the Common Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution;

X = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the Average Share Price immediately preceding the announcement date for such distribution; and

Y = the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants.

Any decrease made under this Section 9(c) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Exercise Price shall be increased to the Exercise Price that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of the Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Exercise Price shall be increased to the Exercise Price that would then be in effect if such record date for such distribution had not occurred.

For purposes of this Section 9(c), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price per share less than such Average Share Price immediately preceding the announcement date for such distribution, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable upon exercise or conversion thereof, the value of such consideration, if other than cash, as reasonably determined by the Corporation in good faith.

(d) Distributions of Equity Securities, Indebtedness, other Securities, Assets or Property. If the Corporation distributes shares of its Equity Securities, evidences of its indebtedness, other assets or property, including cash and cash equivalents, of the Corporation or rights, options or warrants to acquire its Equity Securities or other securities to all or substantially all holders of Common Stock, excluding:

(i) dividends or distributions as to which adjustment is required to be effected pursuant to Section 9(b) or (c) above;

(ii) rights issued to all holders of the Common Stock pursuant to a rights plan, where such rights are not presently exercisable, trade with the Common Stock and the plan provides that the Warrantholder will receive such rights along with any Common Stock received upon exercise of the Warrant; and

(iii) Spin-Offs described below in this Section 9(d),

then the Exercise Price shall be decreased based on the following formula:

where,

EP₁ = the Exercise Price in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

EP₀ = the Exercise Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

SP₀= the Average Share Price immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined by the Board in good faith) of the shares of Equity Securities, evidences of indebtedness, securities, assets or property distributed with respect to each outstanding share of the Common Stock immediately prior to the open of business on the Ex-Dividend Date for such distribution.

Any decrease made under the portion of this Section 9(d) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exercise Price shall be increased to be the Exercise Price that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing decrease, each holder of Shares may elect to receive at the same time and upon the same terms as holders of shares of Common Stock without having to exercise the Warrant, the amount and kind of the Equity Securities, evidences of the Corporation’s indebtedness, other assets or property of the Corporation or rights, options or warrants to acquire its Equity Securities or other securities of the Corporation that such holder would have received as if such holder owned a number of shares of Common Stock into which the Warrant were exercisable at the Exercise Price in effect on the Ex-Dividend Date for the distribution. If the Board determines the “FMV” (as defined above) of any distribution for purposes of this Section 9(d) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Average Share Price immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this Section 9(d) where there has been a payment of a dividend or other distribution on the Common Stock in shares of Equity Securities of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Corporation that will be, upon distribution, listed on a U.S. national or regional securities exchange (a “Spin-Off”), the Exercise Price shall be decreased based on the following formula:

where,

EP₁=Exercise Price in effect immediately after the end of the Valuation Period (as defined below);

EP₀ = the Exercise Price in effect immediately prior to the end of the Valuation Period;

FMV = the average of the Last Reported Sale Prices of the Equity Securities or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Equity Securities or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP₀ = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

Any adjustment to the Exercise Price under the preceding paragraph of this Section 9(d) shall be made immediately after the close of business on the last Trading Day of the Valuation Period. If the Exercise Date for the Warrant to be exercised occurs on or during the Valuation Period, then, notwithstanding anything to the contrary herein, the Corporation will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the last Trading Day of the Valuation Period.

(e) Adjustment for Reorganization Events. If there shall occur any reclassification, statutory share exchange, reorganization, recapitalization, consolidation or merger involving the Corporation with or into another Person in which the Common Stock (but not the Warrant) is converted into or exchanged for securities, cash or other property, or any other similar transaction (other than any transaction covered by Section 9(d)), in each case in which the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) securities, cash or other property with respect to or in exchange for Common Stock (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation), including a Conversion Limitation Adjustment Event (without limiting the rights of the Warrantholder or the Corporation with respect to any Conversion Limitation Adjustment Event) (a “Reorganization Event”), then following any such Reorganization Event, the Warrant shall remain outstanding and be exercisable into the number, kind and amount of securities, cash or other property which the Warrantholder would have received in such Reorganization Event had such holder exercised the Warrant for the applicable number of Shares immediately prior to the effective date of the Reorganization Event using the Exercise Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 9 set forth with respect to the rights and interest thereafter of the Warrantholder, to the end that the provisions set forth in this Section 9 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon exercise of the Warrant. The provisions of this Section 9(e) shall similarly apply to successive Reorganization Events. In the case of any Reorganization Event, the successor Person (if other than the Corporation) resulting from such Reorganization Event shall duly execute and deliver to the Warrantholder a supplement (in form and substance reasonably satisfactory to the Warrantholder) acknowledging such successor’s obligations under this Section 9(e). Notwithstanding anything to the contrary contained herein, with respect to any Reorganization Event, the Warrantholder shall have the right to elect, prior to the consummation of such Reorganization Event, to give effect to the exercise rights contained in Section 3 in lieu of giving effect to the provisions of this Section 9(e) with respect to this Warrant. Without limiting the Corporation’s obligations with respect to a Conversion Limitation Adjustment Event, the Corporation (or any successor) shall, no less than twenty (20) calendar days prior to the occurrence of any Reorganization Event, provide written notice to the Warrantholder of the expected occurrence of such event and of the kind and amount of the cash, securities or other property that each Warrant is expected to be exercised for under this Section 9(e). Failure to deliver such notice shall not affect the operation of this Section 9(e). The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Corporation is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the exercise of the Warrant into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

(f) Other Events. If any event of the type contemplated by the provisions of this Section 9 but not expressly provided for by such provisions (including the granting of phantom stock rights or other rights with equity features) occurs, and the Board in good faith determines that an appropriate adjustment to the Exercise Price shall be made so as to protect the rights of the Warrantholder, then such adjustment shall be made in a manner consistent with the provisions of this Section 9; provided, that no such adjustment pursuant to this Section 9(f) shall increase the Exercise Price as otherwise determined pursuant to this Section 9.

(g) Stockholders’ Rights Plan. To the extent that any stockholders’ rights plan adopted by the Corporation is in effect upon exercise of the Warrant, the Warrantholder will receive, in addition to any Common Stock due upon exercise, the appropriate number of rights, if any, under the applicable rights agreement (as the same may be amended from time to time). However, if, prior to any exercise, the rights have separated from the shares of the Common Stock in accordance with the provisions of the applicable stockholders’ rights plan, the Exercise Price will be adjusted at the time of separation as if the Corporation distributed to all holders of the Common Stock, shares of Equity Securities, evidences of indebtedness, securities, assets or property as described in Section 9(d) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(h) Adjustments to Number of Shares. Concurrently with any adjustment to the Exercise Price under this Section 9, the number of Shares for which the Warrant is exercisable will be adjusted such that the number of Shares for the Warrant in effect immediately following the effectiveness of such adjustment will be equal to the number of Shares for the Warrant in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

(i) Adjustment at the Discretion of the Board. Solely for purposes of preventing dilution, the Corporation shall be permitted to decrease the Exercise Price by any amount for a period of at least 20 Business Days if the Board determines in good faith that such decrease would be in the best interest of the Corporation. In addition, to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Corporation’s securities are then listed, the Corporation also may (but is not required to) decrease the Exercise Price to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Exercise Price is decreased pursuant to either of the preceding two sentences, the Corporation shall deliver to the Warrantholder a notice of the decrease at least fifteen (15) days prior to the date the decreased Exercise Price takes effect, and such notice shall state the decreased Exercise Price and the period during which it will be in effect. Notwithstanding the foregoing, such adjustments pursuant to this Section 9(i) shall require the prior written consent of the Warrantholders to the extent that such adjustment would require stockholder approval under the rules of NASDAQ or another U.S. national securities exchange.

(j) Rounding; Par Value; De-minimis Adjustments. All calculations under this Section 9 shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th of a share, as the case may be. No adjustment in the Exercise Price shall reduce the Exercise Price below the then par value of the Common Stock. The Corporation shall not be required to make any adjustment pursuant to this Section 9 if the amount of such adjustment would be less than 1% of the then applicable Exercise Price or number of Shares into which this Warrant will be exercisable in effect immediately before the event that would otherwise have given rise to such adjustment. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

(k) Notwithstanding anything to the contrary in this Section 9, the Exercise Price or the number of Shares shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any Equity Securities pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of the Corporation’s subsidiaries;

(iii) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) of this subsection and outstanding as of the Original Issue Date;

(iv) upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy back transaction, including structured or derivative transactions, that is not a tender or exchange offer; or

(v) solely for a change in the par value of the Common Stock.

(l) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than five (5) Business Days thereafter, the Corporation shall furnish to the Warrantholder in accordance with the notice requirements set forth in Section 21 of the Warrant a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Corporation of a written request by the Warrantholder, but in any event not later than five (5) Business Day thereafter, the Corporation shall furnish to such holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Shares or the amount, if any, of other shares of stock, securities or assets then issuable to such holder upon exercise of the Warrant.

(m) Adjustments Requiring Stockholder Approval. To the extent that any adjustment under this Section 9 would require stockholder approval under the rules of NASDAQ or another U.S. national securities exchange on which the Comon Stock is then listed, the Company agrees to use its reasonable best efforts at its first annual meeting or any subsequent meeting of stockholders to obtain the approval of the Company’s stockholders for such adjustment in accordance with the requirements of the NASDAQ and applicable Law, including, that (i) the Board shall recommend to the Company’s stockholders approval of such adjustment and (ii) the Company shall solicit proxies from its stockholders in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such adjustment.

10. Mandatory Exercise.

(a) The Warrant shall be subject to mandatory exercise upon the earliest to occur of any of the following events (each, a “Mandatory Exercise Event”):

(i) on the Trading Day immediately prior to the Expiration Time;

(ii) immediately prior to any Liquidation Event;

(iii) immediately prior to the consummation of any Change of Control transaction; and

(iv) the Corporation may, at any time following September 14, 2029, require the exercise of all or any portion of the outstanding Warrant upon written notice to the Warrantholder if the VWAP of the Common Stock exceeds 400% of the Exercise Price for at least twenty (20) consecutive Trading Days immediately preceding such notice.

(b) Subject to Section 10(c), each Mandatory Exercise Event shall be self-executing by operation of this Warrant pursuant to the cashless exercise mechanic set forth in Section 3(a).

(c) The Corporation shall provide written notice to the Warrantholder no less than twenty (20) calendar days prior to any Mandatory Exercise Event to permit the Warrantholder to exercise for cash in connection with such Mandatory Exercise Event.

11. No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

12. No Rights as Stockholders. This Warrant (other than as provided in the other Definitive Transaction Documents) does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Corporation prior to the date of exercise hereof.

13. Governing Law. This Warrant and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the Federal Law of the United States (“Federal Law”). To the extent that Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the parties hereto that the Law of the State of New York (without giving effect to its conflict of laws principles) shall be adopted as the governing rule of decision.

14. Jurisdiction Involving Non-Government Entities. By execution and delivery of this Warrant, the Corporation irrevocably and unconditionally:

(a) submits for itself and its property in any action, claim, demand, charge, complaint, audit, investigation, arbitration, inquiry, litigation, suit, or other proceeding by or before any Governmental Authority (each, a “Proceeding”) against it arising out of or in connection with this Warrant, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the Southern District of New York, (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iii) appellate courts from any of the foregoing;

(b) consents that any such Proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any Proceeding, that it may now or hereafter have to the venue of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) agrees that, subject to any and all rights of appeal provided by applicable Law, judgment against it in any such Proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment or otherwise as provided by applicable Law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of such party’s obligation.

15. Jurisdiction Involving Governmental Entities. By execution and delivery of this Warrant, the DOW Investors, to the maximum extent permitted by applicable Law, irrevocably and unconditionally acknowledge that this Warrant is an express contract within the meaning of 28 U.S.C. § 1491(a), and each submits for itself in any claim arising from, related to, or in connection with this Warrant to the jurisdiction of (a) the U.S. Court of Federal Claims; (b) any other federal court or tribunal of competent jurisdiction; and (c) appellate courts from any of the foregoing.

16. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (A) ARISING UNDER THIS WARRANT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS WARRANT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS WARRANT EACH HEREBY AGREE AND CONSENT THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS WARRANT MAY FILE A COPY OF THIS WARRANT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

17. Binding Effect. This Warrant shall be binding upon any successors or assigns of the Corporation.

18. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Warrant shall be effective unless such modification, amendment or waiver is approved in writing by the Corporation and the DOW Investors.

19. Severability. If any term, covenant, condition or provision of this Warrant or the application thereof to any Person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Warrant, or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Warrant shall be valid and be enforced to the fullest extent permitted by applicable Law.

20. Prohibited Actions. The Corporation agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Certificate of Incorporation.

21. Notices. All notices, consents, waivers and other communications under this Warrant must be in writing and will be deemed given to a party when delivered by e-mail to the e-mail addresses set forth below, in each case marked to the attention of the individual (by name or title) designated below (or to such e-mail address as a party may designate by notice to the other party):

22. Warrant Register. The Corporation shall keep and properly maintain at its principal office books for the registration of this Warrant and any transfers thereof. The Corporation may deem and treat the Person in whose name this Warrant is registered on such register as the Warrantholder thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary, except any assignment, division, combination, or other transfer of this Warrant effected in accordance with the provisions of this Warrant.

23. Valuation Dispute Resolution. In the case of any dispute as to the determination of the Fair Market Value of any Common Stock, Warrant, or other property, the calculation of the Exercise Price or any other computation required to be made hereunder, if the Warrantholder and the Corporation are unable to settle such dispute within ten (10) Business Days, then either party may elect to submit the disputed matter(s) for resolution by an accounting firm of nationally recognized standing as may be mutually agreed upon by the Warrantholder and the Corporation. Such firm’s determination shall be binding upon all parties absent demonstrable error. The fees and expenses of the accounting firm shall be borne by the Corporation.

22. Remedies. The Corporation acknowledges that the rights of any DOW Investor under this Warrant is unique and recognizes and affirms that in the event of a breach of this Warrant by the Corporation, money damages may be inadequate and such DOW Investor would have no adequate remedy at Law. Each DOW Investor shall be entitled to seek (and the other party shall not oppose on the basis that injunctive relief or specific performance is not available due to availability of an adequate remedy at Law) an injunction or injunctions to prevent breaches of this Warrant and to enforce specifically the terms and provisions of this Warrant, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled at Law or in equity.

25. Entire Agreement. This Warrant, together with the other Definitive Transaction Documents, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or undertakings with respect thereto.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed by a duly authorized officer.

Form of Notice of Exercise

Date:____________

The undersigned, pursuant to the provisions set forth in the Warrant, originally issued by the Corporation to the United States Department of War on September 14, 2026, hereby elects to exercise the Warrant with respect to the number of shares of Common Stock set forth below. The undersigned, in accordance with Section 3 of the Warrant, hereby elects to pay the aggregate Exercise Price for such shares of Common Stock in the manner indicated below (check one):

Number of Shares of Common Stock to be Exercised: _______________

Aggregate Exercise Price (if Cash Exercise): _______________

Net Shares to be Delivered (if Cashless Exercise): _______________

[To be calculated by the Corporation based on the Last Reported Sale Price on the Exercise Date].

The undersigned hereby represents and warrants that the undersigned is the registered holder of the Warrant and that the foregoing exercise is being made in compliance with all applicable securities laws and the terms of the Investor Rights Agreement.

Exhibit 4.3

Restricted Entity Compliance Plan

THE ELMET GROUP CO.

and

Continental Stock Transfer & Trust Company,

as Rights Agent

Dated as of September 14, 2026

TABLE OF CONTENTS

Restricted Entity Compliance Plan

This RESTRICTED ENTITY COMPLIANCE PLAN, dated as of September 14, 2026 (this “Agreement”), between The Elmet Group Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).

R E C I T A L S:

WHEREAS, the Company is party to that certain Investment Agreement, dated as of September 11, 2026, and that certain Investor Rights Agreement, dated as of September 14, 2026 (as amended, modified or supplemented from time to time, the “Investor Rights Agreement”), in each case by and between the Company and the United States Department of War (“DOW”), pursuant to which DOW has agreed to make, and the Company has agreed to accept, a strategic investment in the Company (the “DOW Arrangement”);

WHEREAS, as a condition to entering into, and as an ongoing condition to the performance by DOW of, the DOW Arrangement, the Company has agreed, among other things, that it will not knowingly be owned or controlled by, and will implement commercially reasonable measures to prevent beneficial ownership of the Common Shares above certain threshold amounts by, any Restricted Entity (as defined in the Investor Rights Agreement);

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has determined that the DOW Arrangement is an important and valuable asset of the Company and that the Company’s ability to secure and maintain the benefits of the DOW Arrangement is essential to the Company’s business, operations, strategic plan and prospects, and in furtherance of the objective of maintaining the benefits of the DOW Arrangement, the Company is entering into this Agreement;

WHEREAS, the Board of Directors has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each Common Share (as hereinafter defined) of the Company outstanding as of the close of business on September 24, 2026 (the “Record Date”), each Right representing the right to purchase one one-thousandth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and, subject to the terms hereof and any adjustment as provided herein, has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Expiration Date (as such terms are hereinafter defined).

Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

“Acquiring Person” shall mean any Person (x) that is a Restricted Entity and (y) who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, or (iii) any employee benefit plan of the Company or any Subsidiary of the Company (including any entity holding Common Shares for or pursuant to the terms of any such plan, but only to the extent related to such plan); provided, however, that

(i) if, as of the date hereof or prior to the first public announcement of the adoption of this Agreement, any such Person is the Beneficial Owner of 10% or more of the Common Shares outstanding, such Person shall not be deemed to be or to become an “Acquiring Person” unless and until such time as such Person shall, after such date, become the Beneficial Owner of one or more additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares or pursuant to a split or subdivision of the outstanding Common Shares (collectively, a “Common Stock Distribution”)), unless, upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the Beneficial Owner of 10% or more of the Common Shares then outstanding;

(ii) no Person shall become an “Acquiring Person” solely as the result of an acquisition of Common Shares by the Company that, by reducing the Common Shares outstanding, increases the proportion of the Common Shares Beneficially Owned by such Person to 10% or more of the Common Shares then outstanding;

(iii) if the Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person as promptly as practicable (as determined in good faith by the Board of Directors) divests a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be or have been an “Acquiring Person” for any purposes of this Agreement; provided, however, that if such Person again becomes the Beneficial Owner of 10% or more of the Common Shares then outstanding, such Person shall be deemed to be an Acquiring Person, subject to the exceptions set forth in this definition.

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; provided, however, that no director or officer of the Company shall be deemed an Affiliate or Associate of any other director or officer of the Company solely as a result of his or her being a director or officer of the Company.

A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” and to have “Beneficial Ownership” of any securities:

(i) that such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act;

(ii) which such Person or any of such Person’s Affiliates or Associates has, directly or indirectly (A) the right or the obligation to acquire (whether such right is exercisable, or such obligation is required to be performed immediately, after the passage of time, upon the occurrence of a contingency (whether or not such contingency is in the control of such Person) or otherwise) pursuant to any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any securities issuable upon the exercise or exchange of Rights, whether or not such Rights are then exercisable or exchangeable, and regardless of whether such Rights are held by such Person or by any other Person; or

(iii) which are beneficially owned (within the meaning of the preceding subsections of this definition), directly or indirectly, by any other Person or any of such Person’s Affiliates or Associates with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding that are issuable by the Company and that such Person would be deemed to beneficially own hereunder.

“Agreement” shall have the meaning set forth in the Preamble.

“Board of Directors” shall have the meaning set forth in the Recitals.

“Book Entry” shall mean an uncertificated book entry for any Common Share or Preferred Share.

“Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

“close of business” on any given date shall mean 5:00 P.M., New York time, on such date; provided, however, that, if such date is not a Business Day, it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

“Commence” (and the correlative words “Commenced” and “Commencement”) means the date that a tender offer or exchange offer or other transaction by any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the Exchange Act.

“Common Shares” shall mean the shares of common stock, par value $0.001 per share, of the Company.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Distribution Date” shall have the meaning set forth in Section 3(a) hereof.

“DOW” shall have the meaning set forth in the Recitals.

“DOW Arrangement” shall have the meaning set forth in the Recitals.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expiration Date” shall have the meaning set forth in Section 7(a) hereof.

“Final Expiration Date” shall mean the close of business on the date on which the Specified Period expires. The Company shall provide the Rights Agent with prompt written notice of the occurrence of the Final Expiration Date.

“Investor Rights Agreement” shall have the meaning set forth in the Recitals.

“Nasdaq” shall mean The Nasdaq Stock Market LLC.

“NYSE” shall mean the New York Stock Exchange.

“Ownership Statements” means, with respect to any Book Entry Common Share, current ownership statements issued to the record holders thereof in lieu of a certificate representing such Common Share.

“Person” shall mean any individual, firm, partnership (general or limited), corporation, limited liability company, association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, and shall include any successor (by merger or otherwise) of such entity, as well as any syndicate or group deemed to be a Person under Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) of the Exchange Act.

“Preferred Shares” shall mean shares of Class B Junior Participating Preferred Stock, par value $0.001 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

“Purchase Price” shall have the meaning set forth in Section 4 hereof, as adjusted in accordance with this Agreement and as in effect from time to time.

“Record Date” shall have the meaning set forth in the Recitals.

“Redemption Date” shall have the meaning set forth in Section 7(a) hereof.

“Redemption Price” shall have the meaning set forth in Section 23(a) hereof.

“Restricted Entity” means any Person that is, or is owned or controlled, directly or indirectly, by, (i) a Person then appearing upon the “Denied Persons List,” the “Entity List,” or the “Unverified List,” as maintained by the U.S. Department of Commerce; (ii) a Person on the U.S. Office of Foreign Assets Control “Specially Designated Nationals and Blocked Persons List,” the “Sectoral Sanctions Identifications List,” the “Non-SDN Chinese Military-Industrial Complex Companies List,” the “Foreign Sanctions Evaders List,” or any similar list of restricted Persons maintained by a Governmental Authority of the United States, including Persons resident in embargoed countries, territories, or regions; (iii) a “foreign entity of concern” as defined by 15 U.S.C. § 4651(8) or 42 U.S.C. § 18741(a)(5) or a “foreign adversary” as defined by 15 CFR § 791.4; (iv) the government, including any political subdivision, agency, or instrumentality thereof, or any national, of (A) any country, territory, or region against which the United States maintains comprehensive economic sanctions or embargos from; (B) The People’s Republic of China; or (C) a country determined to be a country of risk in accordance with U.S. Department of Energy Order DOE O 486.1A(5)(d), as amended, supplemented or replaced from time to time (https://www.energy.gov/science/countries-risk); (v) a Person that the Company knows or reasonably determines is acting or purporting to act, directly or indirectly, on behalf of, or a Person (wherever organized, in the case of an entity) owned or controlled by, any of the Persons listed in sub-clauses (i)-(iv) above, such that the Person is subject to the same prohibitions or restrictions as any of the Persons listed in sub-clauses (i)-(iv) above; or (vi) a Person with whom dealings are expressly prohibited on account of any economic sanctions laws, regulations, or directives, of the United States, if the investment in such Person would knowingly cause the Company to be in violation of such laws, regulations, or directives. With respect to any Person that is a company with a class of securities registered under the Exchange Act (or subject to a comparable non-U.S. reporting regime), for purposes of this definition of Restricted Entity, ownership does not include passive non-controlling beneficial ownership by any single person or any “Group” (as defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder) of less than 10% in the aggregate for all such persons or “Groups”; provided, however, that a Person shall cease to be a Restricted Entity at such time as the Person no longer satisfies any of the criteria set forth in clauses (i) through (vi) above (including by reason of removal from the applicable list, termination of the applicable sanctions program or designation, or otherwise).

“Right” shall have the meaning set forth in the Recitals.

“Right Certificate” shall have the meaning set forth in Section 3(a) hereof.

“Rights Agent” shall have the meaning set forth in the Preamble.

“Security” shall have the meaning set forth in Section 11(d)(i) hereof.

“Shares Acquisition Date” shall mean the first date of public announcement by the Company that an Acquiring Person has become such.

“Signature Guarantee” shall have the meaning set forth in Section 6 hereof.

“Specified Period” shall mean the period expiring upon the termination, in accordance with the terms thereof, of the Investor Rights Agreement and any other material agreements in place between the Company and its Subsidiaries, on the one hand, and DOW or other U.S. government agencies, as applicable, on the other, requiring the adoption or maintenance of this Agreement.

“Subsidiary” of any Person shall mean any corporation, partnership or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

“Trading Day” shall have the meaning set forth in Section 11(d) hereof.

Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall, prior to the Distribution Date, also be the holders of the Common Shares of the Company) in accordance with the express terms and conditions (and no implied terms and conditions) hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable.

Section 3. Issue of Right Certificates.

(a) Until the earlier of (i) the close of business on the tenth Business Day after the Shares Acquisition Date or, if the tenth Business Day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date and (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the Commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the “Distribution Date“), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not be separate Right Certificates or book entry, and (y) the Right Certificates and the right to receive Right Certificates will be transferred with the transfer of Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

(b) For the avoidance of doubt, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.

(c) Certificates for Common Shares (or Book Entry Common Shares) that become outstanding (including, without limitation, reacquired Common Shares referred to in the penultimate sentence of this Section 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Restricted Entity Compliance Plan between The Elmet Group Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (or any successor rights agent), dated as of September 14, 2026, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or beneficially owned (as defined in the Agreement) by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate (each as defined in the Agreement) thereof become null and void.

With respect to any Book Entry Common Share of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common Shares of the Company represented by such certificates or such Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by (a) its Chief Executive Officer, its President, any of its Executive Vice Presidents or any of its Senior Vice President and (b) its Chief Financial Officer, its Chief Accounting Officer, its Secretary or any of its Assistant Secretaries, in each case, either manually or by facsimile signature or other customary means of electronic transmission (e.g., “PDF”), shall have affixed thereto the Company’s seal or an electronic version thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature or other customary means of electronic transmission (e.g., “PDF”). The Right Certificates shall be countersigned, either manually or by facsimile signature or other customary means of electronic transmission (e.g., “PDF”), by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such individual was not such an officer.

Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject to the provisions of Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the earlier of the Redemption Date or the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates entitling the registered holder to purchase a like number of one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”), and such other documentation as the Rights Agent may reasonably request. The Right Certificates are transferrable only on the registry books of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Right Certificate, shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) thereof as the Company or the Rights Agent shall reasonably request and paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates as required hereunder. Thereupon, the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested, registered in such name or names as may be designated by the surrendering registered holder. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent shall promptly forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice.

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and the identity of the Beneficial Owner (or former Beneficial Owner) or Associates or Affiliates thereof (including a Signature Guarantee and such other documentation as the Company or the Rights Agent shall reasonably request) and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and reimbursement to the Company (at the Company’s request) and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will issue, execute and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one one-thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (ii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iii) the Final Expiration Date (such date, the “Expiration Date”).

(b) The Purchase Price for each one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $86.00, and shall be subject to adjustment from time to time as provided in Section 11 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by certified check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available if the Rights Agent is the transfer agent) certificates for the number of one one-thousandths of a Preferred Share as are to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with all such requests; (ii) when appropriate, requisition from the Company the amount of cash (if any) to be paid in lieu of issuance of fractional shares in accordance with Section 14(b) hereof; (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate to such Person or Persons as may be designated by such holder. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent.

(d) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise as set forth in Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certification following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof) to the Company in the manner set forth in Section 7(c) hereof, (iii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request, and (iv) provided a written representation to the Company that such holder did not acquire such Rights or other securities from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. For the avoidance of doubt, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void without any further action, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise.

(e) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof.

Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if delivered or surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy or cause to be destroyed such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Availability of Preferred Shares.

(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and other securities, as the case may be) (subject to payment of the Purchase Price), be duly authorized, validly issued, fully paid and non-assessable shares.

(b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due.

Section 10. Preferred Shares Record Date. Each Person in whose name any certificate for Preferred Shares or other securities is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares or other securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that, if the date of such surrender and payment is a date upon which the Preferred Shares or other securities transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares or other securities transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable upon exercise of a Right as of the record date for such dividend or the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date (regardless of whether the Preferred Shares transfer books of the Company were then open), such holder would have been entitled to receive upon such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs that would require an adjustment under both this Section 11(a) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

(ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person, each holder of a Right other than any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price per number of one one-thousandths of a Preferred Share (as may be adjusted pursuant to Section 11(a)) for which a Right is then exercisable, in lieu of such Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by dividing (A) the then current Purchase Price per number of one one-thousandths of a Preferred Share (as may be adjusted pursuant to Section 11(a)) for which a Right is then exercisable by (B) 50% of the then current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action, except as permitted by this Agreement, which if at the time such action is or would be taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void without any further action, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. The Rights Agent shall not have liability to any holder of any Rights or Right Certificates or other Person as a result of the Company’s or the Rights Agent’s failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate or with respect to any Common Shares otherwise deemed to be beneficially owned by any of the foregoing; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or other Person whose Rights would be null and void pursuant to the preceding sentence shall be cancelled.

(iii) In the event that there shall not be sufficient Common Shares (including Common Shares issued but not outstanding and authorized but unissued (and unreserved)) to permit the exercise in full of the Rights in accordance with subparagraph (ii) above, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such actions as may be necessary to authorize such additional Common Shares, the Company shall issue Common Shares to the extent shares thereof are available in connection with the exercise of the Rights and to the extent sufficient Common Shares are not available therefore shall substitute for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof.

(b) In case the Company shall issue rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)(ii)), then on the record date for such issuance, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and, in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

(c) In case the Company shall make a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after the record date for such issuance shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then-current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such then-current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and, in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(d) (i) Except as otherwise expressly set forth herein, for the purpose of any computation hereunder, the “current per share market price” of any security (a “Security”) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to but not including such date; provided, however, that, in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or Securities convertible into such shares (other than the Rights), or (B) any subdivision, combination or reclassification of such Security and prior to but not including the expiration of 30 Trading Days after but not including the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security after such ex-dividend or record date. The closing price for each day shall be the last sale price, regular way, reported at or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 P.M. Eastern time, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or Nasdaq or, if the Security is not listed or admitted to trading on the NYSE or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price reported at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 P.M. Eastern time by the OTC Bulletin Board or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business, or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder, the “current per share market price” of the Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the “current per share market price” of the Preferred Shares shall be conclusively deemed to be the current per share market price of the Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by one thousand. If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, “current per share market price” shall mean the fair value per share as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent.

(e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the day prior to the Expiration Date.

(f) If, as a result of an adjustment made pursuant to this Section 11, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in this Section 11, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Shares shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in Section 11(a)(i) hereof, upon each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and 11(c) hereof, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number of one one-thousandths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution for any adjustment in the number of one one-thousandths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(a)(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein, and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or in the number of one one-thousandths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-thousandths of a Preferred Share which were expressed in the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-thousandth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may duly authorize and validly issue fully paid and non-assessable Preferred Shares at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of Directors shall determine, in its sole discretion, to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities that by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to in Section 11(b) hereof, hereafter made by the Company to holders of the Preferred Shares shall not be taxable to such stockholders.

(n) In the event that, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the Common Shares payable in Common Shares, or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares, then, in any such case, (A) the number of one one-thousandths of a Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one one-thousandths of a Preferred Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event, and (B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights that each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.

Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) if such adjustment occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof.

Section 13. [RESERVED].

Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or Nasdaq or, if the Rights are not listed or admitted to trading on the NYSE or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by OTC Bulletin Board or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors shall be used and such determination shall be described in a statement filed with the Rights Agent and delivered to the registered holders of the Right Certificates, which shall be conclusive for all purposes.

(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.

(c) The holder of a Right, by the acceptance of the Right, expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).

Section 15. Rights of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement, and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of the Company.

Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;

(b) after the Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and fully executed, accompanied by a Signature Guarantee, and such other documentation as the Rights Agent may reasonably request;

(c) the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate (or Book Entry Common Shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate (or Ownership Statements or other notices provided to holders of Book Entry Common Shares) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not have any liability to any holder of a Right or other Person (without limiting any of the rights of the Rights Agent under Section 18) as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company that may at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised or exchanged in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such compensation as shall be agreed to in writing by the Company and the Rights Agent for all services rendered by it hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim in connection herewith, directly or indirectly, or of enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation, replacement or removal of the Rights Agent.

The Rights Agent shall be fully authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof.

Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may effect a share exchange, be consolidated, or any Person resulting from any merger, share exchange or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and, in all such cases, such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and, in all such cases, such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent shall have no liability for or in respect of any action taken or omitted by it in the absence of bad faith and in accordance with such advice or opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such certificate as set forth in this Section 20(b).

(c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything to the contrary, any liability of the Rights Agent under this Agreement shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization and execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming null and void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24 hereof, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Secretary or any Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent written advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any officer of the Company actually receives such application unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.

(h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may, to the extent not otherwise prohibited by applicable law, buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment of court of competent jurisdiction).

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing services to the Company in the ordinary course of its business as Rights Agent and for which the Rights Agent shall be compensated pursuant to Section 18) or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) The Rights Agent shall have no responsibility to the Company, any holders of Rights or any other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.

(l) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

(m) The Rights Agent shall not be required to take notice or be deemed to have notice of any event of condition hereunder, including any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof, and in the absence of such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.

(n) The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agent Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same.

(o) In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may (upon written notice to the Company of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any Right Certificate or any other Person for refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Rights Agent.

Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing delivered to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (which holder shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a legal business entity organized and doing business under the laws of the United States or of any State thereof, in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least US$50 million or (b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the earlier of the Redemption Date and the Expiration Date, the Company (i) shall with respect to Common Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to the Distribution Date, or upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) the Company shall not be obligated to issue any such Right Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued, and (ii) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23. Redemption.

(a) The Board of Directors may, in its sole and absolute discretion, at any time prior to the earlier of the Expiration Date or the Shares Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the then-current market price (determined pursuant to Section 11 hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

(b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Section 24. Exchange.

(a) The Board of Directors may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i), or such greater number of Common Shares as shall be sufficient to ensure that, immediately following such exchange, the Beneficial Ownership of each Acquiring Person, together with its Affiliates and Associates, shall be less than 10% of the outstanding Common Shares. The exchange of Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

(b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive Common Shares (or equivalent preferred share) as determined by the Board in connection with such exchange. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the number of Common Shares (or equivalent preferred shares) for which each Right shall be exchanged, the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. Upon declaring an exchange of Rights pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof. Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require, as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. Any Common Shares or other securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid, and nonassessable Common Shares or of such other securities (as the case may be).

(c) In the event that there shall not be sufficient Common Shares (including Common Shares issued but not outstanding and authorized but unissued (and unreserved)) to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall issue Common Shares to the extent shares thereof are available in connection with the exercise of the Rights and to the extent sufficient Common Shares are available therefore shall substitute for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof.

(d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events.

(a) In case the Company shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Shares or to make any other distribution to the holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier.

(b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter, give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

The Elmet Group Co.
2 Portland Fish Pier, Suite 214
Portland, Maine 04101
Attention: General Counsel

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attn: Compliance Department

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments. The Company, by action of the Board of Directors, may from time to time, in its sole and absolute discretion, supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, to shorten or lengthen any time period hereunder, or to otherwise change, amend, supplement any provisions hereunder or make any other provisions with respect to the Rights that the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as the Rights cease to be redeemable pursuant to Section 23, this Agreement shall not be amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become void pursuant to Section 11(a)(ii) hereof). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations under this Agreement.

Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement. Instead, this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

Section 30. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors determines in its judgment that severing the invalid language from this Agreement would materially and adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board of Directors; further, provided, however, if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company.

Section 31. Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). The Rights Agent is entitled always to assume the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Section 32. Governing Law. This Agreement, each Right and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 26 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

Section 33. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall for all purposes be deemed to be an original, but all of which shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “PDF”) shall be effective as delivery of a manually executed counterpart hereof.

Section 34. Descriptive Headings; Interpretation. Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and clause, section, subsection, paragraph and exhibit references are to the clauses, sections, subsections, paragraphs and exhibits of this Agreement unless otherwise specified. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, unless the context otherwise requires, each of its other grammatical forms shall have a corresponding meaning.

Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including, without limitation, acts of God, acts or provisions or present or future laws or regulations or governmental authority, epidemics, pandemics, terrorist acts, shortage of supply, fire, earthquakes, storms, flood, strikes, work stoppages, breakdowns or malfunctions, interruptions or malfunctions of any utilities, communications, or computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written.

EXHIBIT A

FORM OF

CERTIFICATE OF DESIGNATIONS

of

Class B JUNIOR PARTICIPATING PREFERRED STOCK

of

THE ELMET GROUP CO.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

The Elmet Group Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on September 10, 2026:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Class B Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as “Class B Junior Participating Preferred Stock” (the “Class B Preferred Stock”) and the number of shares constituting the Class B Preferred Stock shall be 540,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Class B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Class B Preferred Stock.

Section 2. Dividends and Distributions.

(a) Subject to the rights of the holders of any shares of any Series of Preferred Stock (or any similar stock) ranking prior and superior to the Class B Preferred Stock with respect to dividends, the holders of shares of Class B Preferred Stock, in preference to the holders of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Class B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Class B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution (or effect an adjustment, as appropriate) on the Class B Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (or effects a subdivision or combination or consolidation of the outstanding shares of Common Stock).

(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Class B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Class B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.

(d) Dividends paid on the shares of Class B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Class B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Class B Preferred Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth, each share of Class B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except as otherwise provided herein, in any other Certificate of Designations creating a Class of Preferred Stock or any similar stock, or by law, the holders of shares of Class B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(c) Except as set forth herein, or as otherwise provided by law, holders of Class B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Class B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Class B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Class B Preferred Stock, except dividends paid ratably on the Class B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Class B Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Class B Preferred Stock, or any shares of stock ranking on a parity with the Class B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Class B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Stock unless, prior thereto, the holders of shares of Class B Preferred Stock shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Class B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Class B Preferred Stock, except distributions made ratably on the Class B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Class B Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Class B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Class B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Class B Preferred Stock shall not be redeemable.

Section 9. Rank. The Class B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock.

Section 10. Fractional Shares. The Class B Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Class B Preferred Stock.

Section 11. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Class B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B Preferred Stock, voting together as a single class.

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Chief Executive Officer and attested by its Secretary this September 14, 2026.

EXHIBIT B

FORM OF RIGHT CERTIFICATE

NOT EXERCISABLE AFTER THE EXPIRATION DATE OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT.

RIGHT CERTIFICATE

THE ELMET GROUP CO.

This certifies that _____, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Restricted Entity Compliance Plan, dated as of September 14 2026 (the “Agreement”), between The Elmet Group Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Agreement) and prior to 5:00 P.M., New York time, on the Expiration Date (as such term is defined in the Agreement) at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Class B Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), at a purchase price of $86.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September 14, 2026, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.001 per share and/or equivalent preferred shares (as defined in the Agreement), including Preferred Shares. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash payment will be made, as provided in the Agreement.

No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature or portable document format of the proper officers of the Company and its corporate seal. Dated as of __________, ____.

[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED ___________________hereby sells, assigns and transfers unto

(Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint   _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.

Dated:

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement); and

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Signature Guaranteed:

[Form of Reverse Side of Right Certificate – continued]

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights represented by the Right Certificate.)

To: The Elmet Group Co.

The undersigned hereby irrevocably elects to exercise _________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security

or other identifying number

If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

Signature Guaranteed:

[Form of Reverse Side of Right Certificate – continued]

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement); and

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Signature Guaranteed:

NOTICE

The signature in the Form of Assignment and Certificate or Form of Election to Purchase and Certificate, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be dated. Guarantees by a notary public are not acceptable.

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored.

Exhibit 10.1

by and between

THE ELMET GROUP CO.

and

THE UNITED STATES DEPARTMENT OF WAR

dated as of September 11, 2026

TABLE OF CONTENTS

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this “Agreement”) is entered into effective as of September 11, 2026, by and between The Elmet Group Co., a Delaware corporation (the “Company”), and the United States Department of War (“DOW”). DOW and the Company are sometimes referred to herein together as the “Parties” and individually as a “Party.”

WITNESSETH

WHEREAS, DOW desires to purchase up to an aggregate of $450,000,000 (the “Total Preferred Purchase Price”) worth of shares of the Company’s Class A Redeemable Preferred Stock (the “Class A Preferred Stock”), having the powers, privileges, preferences and rights, and the qualifications, limitations and restrictions, set forth herein in the certificate of designations of the Company in the form attached hereto as Exhibit A (the “Certificate of Designations”), the investor rights agreement in the form attached hereto as Exhibit B (the “Investor Rights Agreement”), the registration rights agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) and the Delaware General Corporation Law;

WHEREAS, at the Initial Closing (as defined below), the Company shall issue to DOW, and DOW shall subscribe for, purchase and acquire from the Company, in a private placement, 200,000 shares of Class A Preferred Stock, for $200,000,000 (the “Initial Preferred Purchase Price” and, such purchase, the “Initial Preferred Purchase”);

WHEREAS, pursuant to the Subsequent Closings (as defined below) scheduled pursuant to Annex II attached hereto (the “Subsequent Funding Periods Schedule”) and subject to the conditions set forth herein, the Company shall issue to DOW, and DOW shall subscribe for, purchase and acquire from the Company, in a private placement, an aggregate of 250,000 shares of Class A Preferred Stock from time to time during the Commitment Period, for an aggregate price of $250,000,000 (such purchases, collectively, the “Subsequent Preferred Purchases” and together with the Initial Preferred Purchase, the “Preferred Purchase”);

WHEREAS, at the Initial Closing, the Company shall issue to DOW the Penny Warrant (as defined below) to purchase 5,675,506 shares of Common Stock (as defined below) and the Strike Price Warrant (as defined below) to purchase 1,891,835 shares of Common Stock (collectively, the “Warrants”), in each case in the form attached hereto as Exhibit D (such issuance, the “Warrant Issuance”);

WHEREAS, the Parties intend that the Class A Preferred Stock issued at the Initial Closing and each Subsequent Closing are intended to constitute a single series of preferred stock of the Company with identical rights, preferences, privileges and restrictions as set forth in the Certificate of Designations, notwithstanding that (i) such Class A Preferred Stock will be issued at multiple Closings and (ii) the Warrants will be issued solely at the Initial Closing.

WHEREAS, following the consummation of the Preferred Purchase and the Warrant Issuance, the Company shall use the proceeds received from such transactions to fund certain growth initiatives mutually agreed by the Parties as set forth herein; and

WHEREAS, the Parties desire to agree to be bound by the terms of this Agreement, which is entered into effective as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article 1
CERTAIN DEFINITIONS

Section 1.01 Defined Terms. For purposes of this Agreement, each capitalized term set forth in this Agreement shall have the meaning ascribed to it in this Section 1.01 or the provision of this Agreement in which such term is defined, as applicable.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to elect a majority of the board of directors (or other governing body) or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of the representations, warranties, covenants and other obligations of the Company set forth in this Agreement, in no such case shall DOW be deemed to be an “Affiliate” of the Company.

“Benefit Plan” means any employee benefit plan, program, policy, practice, or other arrangement (regardless of whether written or unwritten), including without limitation, any “employee benefit plan” within the meaning of Section 3(3) of ERISA (regardless of whether subject to ERISA), and any bonus, incentive, deferred compensation, paid time off, vacation, stock or equity purchase, stock or other compensatory option, severance, employment, change of control or fringe benefit plan, program or policy.

“Breach Event” has the meaning ascribed to it in the Investor Rights Agreement.

“Business Day” means any day which is not a Saturday, Sunday or a day on which banking institutions are not open in Washington, D.C. or New York, New York.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Commitment Period” means the period beginning on the date that is six (6) months from the Initial Closing Date and ending on the earliest of (a) the date that is thirty (30) months from the Initial Closing Date, (b) unless otherwise determined by DOW, (i) the occurrence of a Change of Control (as defined in the Investor Rights Agreement), or (ii) the redemption of all outstanding shares of Class A Preferred Stock, (c) the issuance of an aggregate of 450,000 shares of Class A Preferred Stock or (d) such period as the Company and DOW may mutually agree.

“Common Stock” means the common stock of the Company, par value $0.001 per share.

“Company Intellectual Property” means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

“Company SEC Documents” means all registration statements, prospectuses, forms, reports, certifications, proxy statements, schedules, statements and documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act, as the case may be, including such documents and any other documents filed or furnished by the Company with the SEC since the Lookback Date as have been supplemented, modified or amended since the time of filing.

“Contract” means, with respect to any Person, any written or oral and legally binding contract, lease, sublease, deed, deed of trust, license, sublicense, arrangement, option, plan, mortgage, note, undertaking, indenture, joint venture, instrument or other agreement, commitment or legally binding arrangement to which or by which such Person is a party or otherwise subject or bound.

“Data Protection Laws” means all applicable Laws, regulations, rules, binding regulatory guidance, and official directives relating to privacy, data security, or data protection.

“Default” has the meaning ascribed to it in the Investor Rights Agreement.

“Disclosure Schedule” means the disclosure schedule delivered by the Company to DOW concurrently with the execution of this Agreement.

“DOW Investors” has the meaning ascribed to it in the Investor Rights Agreement.

“Environmental Law” means all applicable Laws as enacted and in effect on the date hereof concerning pollution or protection of the environment or human health and safety (to the extent relating to exposure to Hazardous Substances), including all those relating to the preservation or reclamation of natural resources or the presence, use, production, generation, handling, transportation, treatment, storage, disposal, Release, or cleanup of Hazardous Substances.

“Equity Securities” means any and all (a) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (b) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (c) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Event” means (a) the occurrence of a reportable event (as defined in Section 4043 of ERISA (other than an event not subject to the provision for notice under such Section)) with respect to any Plan; (b) the failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Plan (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make a contribution or installment required under Section 412 or Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Plan that is a Multiemployer Plan; (c) a determination that any Plan is in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (d) a determination that any Plan that is a Multiemployer Plan is in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (e) the filing of a notice of intent to terminate a Plan or the treatment of an amendment to a Plan as a termination under Section 4041 of ERISA; (f) the institution by the Pension Benefit Guaranty Corporation (“PBGC”) of proceedings to terminate any Plan, or the occurrence of any event or condition that might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the imposition of liability on the Company, any of its Subsidiaries, or any of their Affiliates, pursuant to Section 4062(e) or 4069(a) of ERISA or by reason of the application of Section 4212(c) of ERISA; (h) the withdrawal of the Company, any of its Subsidiaries or any of their Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan or the receipt by the Company, any of its Subsidiaries or any of their Affiliates of a notice from any Multiemployer Plan that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon the Company or any of its Subsidiaries; (j) the imposition of a Lien pursuant to Section 430(k) of the Code or pursuant to ERISA with respect to any Plan; or the occurrence of any development similar to any of the foregoing under applicable non-U.S. Laws with respect to any Plan.

“Event of Default” has the meaning ascribed to it in the Investor Rights Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“Fiscal Year” means the fiscal year of the U.S. Government, currently established by 31 U.S.C. § 1102.

“Government Bid” means any quotation, bid or proposal that is individually valued at more than $5,000,000 or otherwise material to the Company for awards of new Government Contracts submitted by the Company for which award has not yet been made.

“Government Contract” means any written Contract that is material to the business of the Company and its Subsidiaries, taken as a whole, between the Company, on the one hand, and any (a) Governmental Authority, (b) prime contractor of a Governmental Authority in its capacity as a prime contractor, or (c) higher-tier subcontractor with respect to any contract of a type described in clause (a) or clause (b), on the other hand, in effect as of the date of this Agreement.

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Authorization” means any approval, consent, ratification, license, permit, certificate, identification number, approval, exemption, variance product registration or other registration issued or granted by or filed with any Governmental Authority pursuant to applicable Law.

“Hazardous Substances” means (i) any substance, material, or waste that is regulated under any Environmental Law due to its toxic, hazardous, dangerous or deleterious properties or characteristics, (ii) petroleum and its refined products, (iii) polychlorinated biphenyls, (iv) per- and polyfluoroalkyl substances; and (v) friable asbestos and asbestos-containing materials, lead, radon, and radioactive materials and substances.

“Intellectual Property Rights” or “Intellectual Property” means all intellectual property and property rights throughout the world, and all right, title and interest in and to the following worldwide: (a) all patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), and all reissues, continuations, continuations-in-part, revisions, divisional, extensions, and reexaminations in connection therewith, (b) trademarks, service marks, domain names, trade dress, corporate names, trade names, and other indicia of source, and all registrations, applications and renewals in connection therewith (together with the goodwill associated therewith), (c) copyrights and all works of authorship (whether or not copyrightable), and all registrations, applications and renewals in connection therewith, (d) Software, (e) Internet domain names, (f) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data and information, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), and all other information that derives economic value from not being generally known (collectively the “Proprietary Information”), (g) moral rights, and (h) rights of privacy and publicity.

“Law” means all domestic or foreign codes, laws, common laws, statutes, Governmental Authorizations, ordinances, rules, regulations, orders, writs, judgments or injunctions of Governmental Authority, including any amendments thereto.

“Liens” means any charge, lien, mortgage, deed of trust, pledge, hypothecation, security interest, option, right of first refusal, restriction on transfer or voting, defect of title, easement, servitude, restrictive covenant or other similar restriction, encroachment or other survey defect, adverse claim of ownership or use, encumbrance, deed to secure debt, lease, license, or other restriction or limitation of any kind or character, except that any non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business shall not constitute a Lien.

“Lookback Date” means April 22, 2026.

“Material Adverse Effect” means a material adverse effect on the business, results of operation or financial condition of the Company and its consolidated Subsidiaries taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include the effects of (A) changes in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), national or international political conditions or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company and its Subsidiaries operate, (B) changes or proposed changes in generally accepted accounting principles in the United States (“GAAP”) or authoritative interpretations thereof, (C) changes affecting the financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (D) changes or proposed changes in securities and other laws of general applicability or related policies or interpretations of Governmental Authorities, (E) any “act of God,” including, but not limited to, weather, natural disasters, earthquakes, epidemics, pandemics and disease outbreaks (in the case of each of these clauses (A)—(E), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the Company and its consolidated Subsidiaries taken as a whole relative to comparable companies), (F) changes or proposed changes in U.S. or non-U.S. tariff levels or policies or U.S. or non-U.S. international trade policies, (G) changes in the market price or trading volume of the Common Stock, or any other Equity Securities or debt securities of the Company or its consolidated Subsidiaries (it being understood and agreed that the exception set forth in this clause (G) does not apply to the underlying reason giving rise to or contributing to any such change), (H) instance of cyberterrorism directly affecting the Company and its consolidated subsidiaries, or (I) any failure by the Company to meet its internal financial projections, estimates or budgets (it being understood and agreed that the exception set forth in this clause (I) does not apply to the underlying reason giving rise to or contributing to any such change).

“Multiemployer Plan” means a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA.

“OFAC” means U.S. Department of Treasury’s Office of Foreign Assets Control.

“Open Source Materials” means (i) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free software or open source software (for example, Software distributed under the GNU General Public License, the GNU Lesser General Public License, or the Apache Software License), or pursuant to open source, copyleft or similar licensing and distribution models; and (ii) any Software that requires as a condition of use, modification and/or distribution of such Software that such Software or other Software incorporated into, derived from or distributed with such Software (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works at no or minimal charge or (C) be redistributable at no or minimal charge.

“Order” means any judicial or administrative judgment, decision, decree, order, settlement, injunction, writ, stipulation, determination or award.

“Ordinary Course of Business” means the ordinary course of business of the Company and its Subsidiaries, consistent in all material respects with past practice.

“Penny Warrant” means the warrant in the form attached hereto as Exhibit D representing 75% of the Warrants exercisable at $0.001 per share as of the date hereof.

“Permits” mean all franchises, licenses, registrations, approvals, authorizations, accreditations, certificates, permits or other rights and privileges issued by any Governmental Authority.

“Permitted Liens” means (a) statutory Liens for the payment of Taxes that are either (i) not yet delinquent or (ii) being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with applicable accounting principles; (b) mechanics’, workmen’s, materialmen’s, suppliers’, warehouse and other like Liens (i) arising or created in the Ordinary Course of Business for amounts not yet delinquent, or (ii) that are being contested in good faith and by appropriate proceedings in accordance with any applicable Laws; (c) Liens and other encumbrances that would be disclosed by a current title search of the applicable Owned Real Property or Leased Real Property; (d) Liens to which the fee simple interest (or any superior leasehold interest) in any Leased Real Property is subject, provided that such Liens were not caused by the Company or its Subsidiaries in breach of the applicable lease to which the applicable Leased Real Property is subject; (e) Liens that would be disclosed by an accurate survey of the applicable Owned Real Property or Leased Real Property; (f) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the applicable real property which are not violated in any material respect by the current use, occupancy or operation of such real property; (g) Liens arising under any Real Property Leases to which any applicable Leased Real Property is subject; and (h) all Liens arising pursuant to the provisions of the organizational documents of the Company or its Subsidiary, in respect of obligations that are not yet due.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an estate, an unincorporated association or a Governmental Authority or any department, agency or political subdivision thereof.

“Personal Information” means information that identifies a particular individual, including information defined as “personal information,” “personal data,” “personally identifiable information” or any similar term under applicable Data Protection Laws that is directly collected or maintained by the Company in the Ordinary Course of Business.

“Plan” means any Benefit Plan providing benefits to any current or former employee, officer, director or other individual service provider of the Company or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute.

“Proceeding” means any action, arbitration, hearing, lawsuit, legal proceeding, litigation, grievance, charge, complaint, administrative enforcement proceeding, examination, inquiry, mediation, or other proceeding (whether administrative, judicial, civil, criminal or investigative, whether formal or informal, whether public or private) or, to the knowledge of the Company or any of its Subsidiaries, any audit or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.

“Project” means the projects and matters set forth on Annex I hereto (as may be amended or modified after the date hereof by mutual agreement of the Company and DOW after the date hereof.

“Proper Application” means the submission of an application by a party for a permit, license, or other approval, in a timely manner, accompanied by all relevant application and administration charges and fees payable by the relevant party.

“Qualified Governmental Authority” means any U.S. federal Governmental Authority, division, department, organization, instrumentality or similar entity or body controlled, directly or indirectly, by the United States that can deliver a valid and duly executed Internal Revenue Service Form W-9 or otherwise demonstrate that it is a “United States person” for U.S. federal income tax purposes.

“Release” means any releasing, spilling, discharging, disposing, leaking, pumping, injecting, pouring, emitting or leaching into the environment, including ambient air, surface water, groundwater, land surface or subsurface strata.

“Remedial Action” means any or all actions, to the extent required under Environmental Law, to (i) clean up, remove, treat, or otherwise address any Hazardous Substances, (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Substances, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct or otherwise address any non-compliance with Environmental Law or Permits required under Environmental Law.

“Representatives” of a Person shall mean any officer, director or employee of such Person or any investment banker, attorney, accountant or other advisor, agent or representative of such Person.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Strike Price Warrant” means the warrant in the form attached hereto as Exhibit D representing 25% of the Warrants exercisable at $15.92 per share as of the date hereof.

“Subsidiary” means, with respect to any specified Person, any: (a) corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly, owned by such Person; or (b) partnership, joint venture, association, or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of more than fifty percent (50%) of the members of the governing body of such partnership, joint venture, association or other entity.

“Tax Returns” means all returns, declarations, reports, and information statements and returns required to be filed with a Governmental Authority relating to Taxes, including original returns and filings, amended returns, claims for refunds, and information returns.

“Taxes” means any and all U.S. federal, state, or local or non-U.S. taxes, fees, levies, duties, tariffs, imposts, and other similar charges imposed by any Governmental Authority, including (a) taxes or other charges in the nature of a tax imposed on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; (b) other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; and (c) customs duties, tariffs, and similar charges (together with, in the case of clauses (a) through (c), any and all interest, penalties and additions to tax).

“Transaction Documents” means this Agreement, the Investor Rights Agreement, the Registration Rights Agreement, the Warrants, and any other agreements, certificates or instruments, including the Certificate of Designations, to be executed or delivered in connection with this Agreement on the Closing Date.

“U.S.” or “United States” means the United States of America.

Article 2
INITIAL PREFERRED PURCHASE; INITIAL CLOSING

Section 2.01 Initial Preferred Purchase. At the Initial Closing, upon the terms and subject to the conditions set forth in this Agreement, DOW shall purchase from the Company, and the Company shall sell and issue to DOW, 200,000 shares of Class A Preferred Stock (the “Initial Closing Preferred Shares”), free and clear of all Liens (other than any Liens arising under the Securities Act and applicable state securities Laws and the terms of the Transaction Documents, the Certificate of Incorporation and the Bylaws), in exchange for the Initial Preferred Purchase Price, which shall be paid by DOW to the Company, pursuant to Section 2.04(d)(i).

Section 2.02 Warrant Issuance. At the Initial Closing, upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue to DOW, without payment by DOW of any additional consideration, the Warrants free and clear of all Liens (other than any Liens arising under the Securities Act and applicable state securities Laws and the terms of the Transaction Documents, the Certificate of Incorporation and the Bylaws).

Section 2.03 Initial Closing. The closing of the transactions contemplated by Section 2.01 and Section 2.02 (the “Initial Closing”) shall occur remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern Standard Time on the date hereof, or at such other time and place as the Company and DOW mutually agree (the “Initial Closing Date”).

Section 2.04 Initial Closing Conditions and Deliveries.

(a) The obligation of DOW to consummate the Initial Closing shall be subject to the satisfaction or waiver in writing by DOW, in its sole discretion, of each of the following conditions precedent, in each case, as of the Initial Closing Date:

(i) no Material Adverse Effect shall have occurred and be continuing;

(ii) the representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; and

(iii) no Law or Order of any Governmental Authority shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement.

(b) The obligation of the Company to consummate the Initial Closing shall be subject to the satisfaction or waiver in writing by the Company of each of the following conditions precedent, in each case, as of the Initial Closing Date:

(i) the representations and warranties of DOW contained in this Agreement shall be true and correct in all material respects; and

(ii) no Law or Order of any Governmental Authority shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement.

(c) At the Initial Closing, the Company shall:

(i) deliver, or cause to be delivered, to DOW:

(A) book-entry evidence reasonably acceptable to DOW of the issuance of the Initial Closing Preferred Shares;

(B) a counterpart to this Agreement, duly executed by the Company;

(C) the Warrants, duly executed by the Company;

(D) a counterpart to the Registration Rights Agreement, duly executed by the Company;

(E) a counterpart to the Investor Rights Agreement, duly executed by the Company;

(F) evidence reasonably acceptable to DOW of the filing of the Certificate of Designations with the Secretary of State of the State of Delaware;

(G) evidence reasonably satisfactory to DOW of submission of the listing of additional shares notification to NASDAQ prior to the Initial Closing;

(H) a certificate, dated as of the Initial Closing Date, signed by an authorized officer of the Company, certifying (i) the certificate of incorporation of the Company, in the form attached hereto as Exhibit E (the “Certificate of Incorporation”) as in effect at the Initial Closing Date; (ii) the bylaws of the Company, in the form attached hereto as Exhibit F (the “Bylaws”) as in effect at the Initial Closing Date; and (iii) the resolutions adopted by the board of directors of the Company approving the Transaction Documents and the transactions contemplated by the Transaction Documents;

(I) a certificate dated as of the Initial Closing Date and executed by a duly authorized officer of the Company, stating that the conditions set forth in Section 2.04(a)(i) and Section 2.04(a)(ii) have been satisfied;

(J) a certificate as to the good standing of the Company issued by the relevant Governmental Authority in the Company’s jurisdiction of formation, organization or incorporation, to be dated not more than five (5) Business Days prior to the Initial Closing Date; and

(K) an opinion from Akin Gump Strauss Hauer & Feld LLP, legal counsel to the Company, dated as of the Initial Closing Date, in form and substance reasonably satisfactory to DOW.

(d) At the Initial Closing, DOW shall:

(i) pay, or cause to be paid to the Company an amount in cash equal to the Initial Preferred Purchase Price by wire transfer of immediately available funds, to an account designated by the Company at least two (2) Business Days prior to the Initial Closing Date;

(ii) deliver, or cause to be delivered, a counterpart to this Agreement, duly executed by DOW;

(iii) deliver, or cause to be delivered, a counterpart to the Registration Rights Agreement, duly executed by DOW;

(iv) deliver, or cause to be delivered, a counterpart to the Investor Rights Agreement, duly executed by DOW; and

(v) deliver or cause to be delivered a valid and properly executed Internal Revenue Service Form W-9.

Article 3
SUBSEQUENT PREFERRED PURCHASE; SUBSEQUENT CLOSINGS

Section 3.01 Subsequent Funding Commitment. Subject to the terms and conditions set forth in this Agreement, during the Commitment Period, DOW hereby commits to purchase, and the Company shall have the right but not the obligation to sell and issue to DOW, additional shares of Class A Preferred Stock in accordance with, and at the times and the amounts set forth in, the Subsequent Funding Periods Schedule; provided that, unless otherwise agreed in writing by the Parties in their sole discretion, (a) DOW’s aggregate funding commitment pursuant to this Article 3 shall not exceed the “Total Subsequent Funding Commitment Amount” set forth on the Subsequent Funding Periods Schedule and (b) DOW’s funding commitment pursuant to this Article 3 with respect to any “Subsequent Funding Period” shall equal the amount set forth opposite such “Subsequent Funding Period” under the heading “Funding Period Commitment Amount.” Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that, upon not less than thirty (30) days prior written notice to the Company (or such shorter period as may be agreed to by the Parties) the DOW may revise the Subsequent Funding Periods Schedule to accelerate any or all of the “Subsequent Funding Periods” and “Funding Period Commitment Amounts” reflected thereon, so long as such revisions do not extend the Commitment Period or decrease the Total Subsequent Funding Commitment Amount (it being understood that the intent of this sentence is to permit DOW to accelerate (but not to decelerate, extend or reduce) the expected funding timeline reflected on the Subsequent Funding Periods Schedule).

Section 3.02 Subsequent Preferred Purchases.

(a) Subject to the terms and conditions set forth in this Agreement, the closing of any purchase and issuances of additional shares of Class A Preferred Stock contemplated by this Article 3 (each, a “Subsequent Closing”) shall occur remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern Standard Time on the date identified in an irrevocable written notice from the Company to DOW (the “Subsequent Funding Notice”), which Subsequent Closing may not be less than thirty (30) days from the date of the Subsequent Funding Notice (the date of such Subsequent Closing, “Subsequent Closing Date” and collectively with the Initial Closing Date, each a “Closing Date”), which Subsequent Funding Notice shall include (i) the portion of the applicable Subsequent Funding Period Commitment Amount to be funded (which amount shall not be less than $25,000,000) to the Company (the “Subsequent Funding Amount”), (ii) the number of shares of Class A Preferred Stock to be issued by the Company to DOW in respect of the Applicable Funding Amount and (iii) the intended use of the Subsequent Funding Amount, including the Project or Projects to which such funds will be allocated in accordance with the Specified Projects Schedule.

(b) At each Subsequent Closing, subject to the terms and conditions set forth in this Agreement, DOW shall purchase from the Company, and the Company shall sell and issue to DOW, a number of shares of Class A Preferred Stock (the “Subsequent Closing Preferred Shares” and collectively with the Initial Closing Preferred Shares, the “Preferred Shares”), free and clear of all Liens (other than any Liens arising under the Securities Act and applicable state securities Laws and the terms of the Transaction Documents, the Certificate of Incorporation and the Bylaws) equal to the result of (i) the Subsequent Funding Amount set forth in the applicable Subsequent Funding Notice divided by (ii) $1,000.00, in exchange for the Subsequent Funding Amount set forth in the applicable Subsequent Funding Notice, which shall be paid by DOW to the Company, pursuant to Section 3.03(d).

Section 3.03 Subsequent Closing Conditions and Deliveries.

(a) The obligation of DOW to consummate any Subsequent Closing shall be subject to the satisfaction or waiver in writing by DOW, in its sole discretion, of each of the following conditions precedent, in each case, as of the applicable Subsequent Closing Date:

(i) no Material Adverse Effect shall have occurred;

(ii) with respect to the Company or any of its Subsidiaries, no Default or Event of Default has occurred and is continuing;

(iii) the representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;

(iv) the covenants and agreements required to be performed or complied with by the Company pursuant to this Agreement and each of the other Transaction Documents shall have been performed or complied with in all material respects; provided that this clause (iv) shall not apply to any failure by the Company to meet applicable Project milestones;

(v) with respect to any Subsequent Closing pursuant to a Subsequent Funding Notice that identifies Project 3 as an expected use of proceeds, the Project 3 Condition (as set forth on the Specified Project Schedule) shall be satisfied;

(vi) with respect to any Subsequent Closing pursuant to a Subsequent Funding Notice that identifies Project 4 as an expected use of proceeds, the Project 4 Condition (as set forth on the Specified Project Schedule) shall be satisfied;

(vii) no Breach Event has occurred and is continuing;

(viii) all regulatory approvals and consents required by the Company, its Subsidiaries, their Affiliates and any third-parties applicable to such Subsequent Closing under this Agreement and the other Transaction Documents shall have been obtained or satisfied;

(ix) no Law or Order of any Governmental Authority shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by the applicable Subsequent Closing; and

(x) DOW shall have (i) continuing authorization or reauthorization by the relevant authorities by the United States Congress to make investments such as the ones contemplated by the Subsequent Closings and (ii) the availability of appropriations. For the avoidance of doubt, failure by DOW to fund any applicable Subsequent Closing due to the failure of the condition precedent set forth in this Section 3.03(a)(vii) shall not constitute a breach or default by DOW under this Agreement; provided that DOW shall promptly notify the Company of any anticipated reduction, withdrawal or unavailability of appropriated funding affecting the transactions contemplated by the Transaction Documents and failure of appropriations shall not constitute a Default, Event of Default or other adverse condition by Company under this Agreement.

(b) the obligation of the Company to consummate any Subsequent Closing shall be subject to the satisfaction or waiver in writing by the Company of each of the following conditions precedent, in each case, as of the applicable Subsequent Closing Date:

(i) the representations and warranties of DOW contained in this Agreement shall be true and correct in all material respects as of the applicable Subsequent Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;

(ii) DOW shall have performed and complied with, in all material respects, its covenants and agreements required to be performed or complied with by it under this Agreement and each of the other Transaction Documents at or prior to the applicable Subsequent Closing; and

(iii) no Law or Order of any Governmental Authority shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by the applicable Subsequent Closing.

(c) At each Subsequent Closing, the Company shall deliver, or cause to be delivered to DOW:

(i) a customary draw certificate, in a form reasonably acceptable to DOW, dated as of the applicable Draw Date, certifying satisfaction of the conditions precedent as applicable for each such Subsequent Closing as set forth in Section 3.03(a)(i) through Section 3.03(a)(vi), which such draw certificate shall attach supporting detail reasonably requested by DOW;

(ii) a certificate dated as of the applicable Subsequent Closing Date and executed by a duly authorized officer of the Company, stating that the conditions set forth in Section 3.03(a)(i) through Section 3.03(a)(vi) have been satisfied;

(iii) book-entry evidence reasonably acceptable to DOW of the issuance of the applicable Subsequent Closing Preferred Shares; and

(iv) an opinion from Akin Gump Strauss Hauer & Feld LLP, or other legal counsel of the Company, dated as of the applicable Subsequent Closing Date, in form and substance reasonably satisfactory to DOW.

(d) At each Subsequent Closing, DOW shall pay, or cause to be paid to the Company an amount in cash equal to the applicable Subsequent Funding Amount by wire transfer of immediately available funds, to an account designated by the Company at least two (2) Business Days prior to the applicable Subsequent Closing Date.

Article 4
REPRESENTATIONS AND WARRANTIES RELATING TO THE
COMPANY

Except as set forth in (i) the Company SEC Documents and publicly available not less than two (2) Business Days prior to the date hereof or (ii) the corresponding sections of the Disclosure Schedule, the Company hereby represents and warrants to DOW:

Section 4.01 Company Organization. The Company is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. The Company (a) has all requisite corporate power and authority to own or hold its properties and carry on the business of the Company as it is now being conducted and (b) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership or holding of its properties and assets and the conduct of the Company, as applicable, requires it to be so qualified, except where the failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect.

Section 4.02 Company Authority. The Company has the requisite power and authority to execute and deliver this Agreement, the Investor Rights Agreement, the Registration Rights Agreement, the Warrants and, to the extent it is a party thereto, any other Transaction Documents and to perform its obligations thereunder, and to consummate the transactions contemplated thereby.

Section 4.03 Company Execution and Delivery; Enforceability. The Company has taken all action necessary to authorize the execution and delivery by it of this Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the Warrants and, to the extent it is a party thereto, any other Transaction Documents, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby. No other corporate or equivalent organizational proceedings on the part of the Company are necessary to authorize this Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the Warrants and, to the extent it is a party thereto, any other Transaction Documents or the consummation of transactions contemplated thereby. Each of this Agreement, the Investor Rights Agreement, the Registration Rights Agreement, the Warrants and, to the extent the Company is a party thereto, any other Transaction Documents will, when executed and delivered, have been duly executed and delivered by the Company and, assuming due execution and delivery by the other parties thereto, will, when executed and delivered, constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity.

Section 4.04 Absence of Company Conflict. None of the execution and delivery of this Agreement, the Investor Rights Agreement, the Registration Rights Agreement, the Warrants or, to the extent it is a party thereto, any other Transaction Documents, the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby will violate or conflict with, constitute a default under or require any consent, waiver or approval under (a) the Company’s organizational documents, (b) any Law applicable to it or (c) any material Contract to which it is a party or by which it or its property is bound, other than, (A) in the case of clauses (b) and (c), such violations, conflicts, defaults, consents, waivers or approvals that would not, individually or in the aggregate, reasonably be expected to (i) cause a Material Adverse Effect, or (ii) prevent or materially delay the Company’s ability to perform its obligations thereunder or consummate the transactions contemplated thereby, or (B) such conflicts or defaults as may have been waived.

Section 4.05 Filings. Other than (a) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (b) a current report on Form 8-K, if any, required to be filed by the Company with the SEC, (c) any applicable filing, notification or application with NASDAQ, including any required notification of listing of additional shares, (d) such filings and approvals as required to be made or obtained under any state “blue sky” laws or (e) such filings as have been made or obtained prior to the date hereof, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority is required to be made or obtained by the Company in connection with the consummation of the transactions contemplated hereby, including the issuance by the Company of the Preferred Shares, the Warrants and the issuance by the Company of the Common Stock issuable upon the conversion of the Preferred Shares or the exercise of the Warrants, as applicable.

Section 4.06 Company Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the Capitalization Date (as defined below) is as set forth in the most recent quarterly report on Form 10-Q (the “Latest 10-Q”) on file with the SEC as of the date hereof (the “Capitalization Date”). The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. Apart from this Agreement, and with the exception of those securities set forth on Schedule 4.06 of the Disclosure Schedule, the Warrants and the Certificate of Designations and the equity interests of the Company to be issued pursuant to this Agreement, the Warrants and the Certificate of Designations, there are no outstanding options, warrants, rights to subscribe to, purchase rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into equity interests of the Company or any phantom interests or other rights linked to the value of the foregoing, or Contracts, commitments, understandings or arrangements, by which the Company is or may become bound to issue additional equity interests or options, warrants, rights to subscribe to, purchase rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into the equity interests of the Company. None of the equity interests of the Company were issued in violation of any preemptive or other subscription or similar right under any provision of applicable Law, the organizational documents of the Company or any Contract to which the Company is or was subject or bound. Except for the Class A Preferred Stock, there are no securities or rights of the Company, or Contracts, commitments, understandings or arrangements by which the Company is bound, obligating the Company to redeem or otherwise acquire any equity interests of the Company. The Company has no outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for equity interests of the Company having the right to vote) with the equity holder of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of its equity interests. There are no equity interests or other equity securities issued or authorized by the Company that are senior to or pari passu with the Preferred Shares.

Section 4.07 Preferred Shares. The Preferred Shares, when issued and delivered pursuant to this Agreement at each Closing, (a) will have been duly and validly authorized, and, (b) such Preferred Shares (i) will have been duly and validly issued, fully paid and non-assessable, (ii) will not have been issued in violation of any preemptive rights, (iii) assuming the accuracy of the representations and warranties of DOW in this Agreement, will have been issued in compliance with all applicable federal and state securities laws, (iv) will have the rights, privileges and obligations set forth in the Certificate of Incorporation, the Certificate of Designations, the Bylaws, the Registration Rights Agreement and the Investor Rights Agreement and (v) will be free and clear of any and all Liens, except for such restrictions and limitations set forth in this Agreement, the Certificate of Incorporation, the Certificate of Designations, the Bylaws, the Registration Rights Agreement or in the Investor Rights Agreement or as otherwise imposed by applicable federal or state securities Laws or by or with respect to DOW or any Law applicable to DOW.

Section 4.08 The Warrant Stock. The Common Stock issuable upon exercise of the Warrants (the “Warrant Stock”) when issued and delivered upon exercise of the Warrants in accordance with the terms of the Warrants (a) will have been duly and validly authorized, and (b) such Warrant Stock (i) will have been duly and validly issued, fully paid and non-assessable, (ii) will not have been issued in violation of any preemptive rights, (iii) assuming the accuracy of the representations and warranties of DOW in this Agreement, will have been issued in compliance with all applicable federal and state securities Laws, (iv) will have the rights, privileges and obligations of Common Stock as set forth in the Certificate of Incorporation, the Bylaws, the Investor Rights Agreement and the Registration Rights Agreement, and (v) will be free and clear of any and all Liens, except for such restrictions and limitations set forth in this Agreement, the Certificate of Incorporation, the Bylaws, the Investor Rights Agreement and the Registration Rights Agreement, or as otherwise imposed by applicable federal or state securities Laws or by or with respect to DOW or any Law applicable to DOW.

Section 4.09 Reports.

(a) Since the Lookback Date, the Company and each of its Subsidiaries has timely filed (subject to any permitted extension) all reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with the SEC under the Securities Act or the Exchange Act (the foregoing, collectively, the “Company Reports”). As of their respective dates of filing (or if amended prior to the Effective Date, as of the date of such amendment), the Company Reports complied in all material respects with the Securities Act and the Exchange Act, as applicable. Each Company Report, as of its date or if amended prior to the Effective Date, as of the date of such amendment, (A) did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (B) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.

(b) The Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has disclosed, including in the Latest 10-Q, based on its most recent evaluation prior to the Effective Date, to the Company’s outside auditors and the audit committee of the Company Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 3a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Section 4.10 No Material Adverse Effect. Prior to the applicable Closing Date, there has not been, with respect to the Company and its Subsidiaries, taken as a whole, any fact, circumstance, event, change, occurrence, condition or development that constitutes a Material Adverse Effect.

Section 4.11 Title to Property and Assets. The Company or one of its Subsidiaries owns and has good and marketable title in fee simple to, or a valid leasehold interest or license in or valid right to use, all assets held by it, free and clear of all Liens except for (i) those matters that do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Subsidiaries, (ii) those matters that could not, individually or in the aggregate, be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole, (iii) Permitted Liens or (iv) Liens that do not relate to indebtedness for borrowed money and are not material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, or the operation thereof.

Section 4.12 Employee Benefits and Employment.

(a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company, taken as a whole, (i) there does not now exist, nor, to the knowledge of the Company, do any circumstances exist that could result in, any liability of the Company or any of its Subsidiaries with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA (regardless of whether subject to ERISA), that is not a Plan; (ii) no ERISA Event has occurred or is reasonably expected to occur; (iii) the fair market value of the assets of each Plan equals or exceeds the value of all accrued benefits under such Plan (whether or not vested) on a termination basis or, to the extent a deficit exists with respect to any Plan, such deficit has been fully reflected on the Financial Statements and the Interim Financial Information; (iv) all contributions required to be made to any Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Financial Statements and the Interim Financial Information, in each case, if applicable; (v) each Plan has been administered in accordance with its terms; (vi) there is not now, nor, to the knowledge of the Company, do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any Lien on the assets of the Company or any of its Subsidiaries under ERISA or the Code; (vii) there are no pending claims, lawsuits or arbitrations which have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists which would reasonably give rise to a claim or lawsuit against any Plan, any fiduciaries thereof with respect to their duties to the Plan or the assets of any trust under any Plan which could reasonably be expected to result in direct liability of the Company or any of its Subsidiaries.

(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, (i) no labor organization or group of employees of the Company or any of its Subsidiaries has a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (ii) there are no strikes, work stoppages, slowdowns, lockouts, material labor arbitrations or material labor grievances, or other material labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; and (iii) each of the Company and its applicable Subsidiaries is in compliance with all applicable collective bargaining agreements to which it is a party.

Section 4.13 Intellectual Property Rights.

(a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, all applications, registrations, and issuances included in Company Intellectual Property are currently subsisting and, to the knowledge of the Company, if issued or registered, is valid.

(b) The Company and its Subsidiaries own and, to the knowledge of the Company, have the valid and enforceable right to use the Company Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, (i) the operation of the business of the Company (including the manufacturing, licensing, marketing, importation, offer for sale, sale or use of any products or services offered or sold) as currently conducted, does not to the knowledge of the Company, infringe, misappropriate, dilute, or otherwise violate any Intellectual Property Rights of any Person; (ii) to the knowledge of the Company, no Person is infringing, misappropriating, diluting, or otherwise violating, nor to the knowledge of the Company has any other Person previously, since the Lookback Date, infringed, misappropriated, diluted, or otherwise violated, any Company Intellectual Property owned by the Company or its Subsidiaries; (iii) neither the Company nor its Subsidiaries have received or made any written claims, letters, demands, complaints, notices, or other allegations of infringement, misappropriation, dilution, or any other violation of Intellectual Property Rights involving the Company Intellectual Property since the Lookback Date; and (iv) there are no claims pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries contesting the validity, use, ownership or enforceability of any of the Company Intellectual Property owned by the Company or its Subsidiaries.

(c) The Company and its Subsidiaries have taken the reasonable steps to maintain the secrecy of their Proprietary Information relating to the Company and its Subsidiaries and to otherwise protect the Company Intellectual Property and secure ownership of material Intellectual Property Rights developed on their behalf with respect to the Company Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, neither the Company nor any of its Subsidiaries has intentionally or knowingly breached any Contracts or agreements of non-disclosure or confidentiality that have not been cured.

(d) Neither the Company nor any of its Subsidiaries are party to or otherwise bound by any settlement or consent agreement, covenant not to sue, non-assertion assurance, release or other similar agreement that could reasonably be expected, individually or in the aggregate, to materially and adversely affect the Company’s or its Subsidiaries’ rights to own, use, make, transfer, encumber, assign, license, distribute, convey, sell or otherwise exploit the Company Intellectual Property.

(e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole, (i) all of the Software developed by or for the Company or its Subsidiaries (collectively, the “Company Software”) complies with the contractual commitments relating to its use, functionality, or performance; (ii) to the knowledge of the Company, the Company Software does not contain any intentional undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, or spyware, that is capable of (or that allows any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming any computers, networks, data or other electronically stored information, or computer programs or systems; (iii) the Company and its Subsidiaries have not disclosed, delivered, licensed or made available to any escrow agent or other Person, agreed to disclose, deliver, license or make available to any escrow agent or other Person, any source code for any Company Software, except for disclosures to employees or contractors under obligations that prohibit use or disclosure; (iv) no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) shall, or would reasonably be expected to, result in the disclosure or delivery to any third party of any source code for any Company Software; and (v) to the knowledge of the Company, the Company and its Subsidiaries have not used any Open Source Materials in such a way that will implicate any “copyleft” provisions or obligate the Company or its Subsidiaries under the terms of such licenses to distribute, license or make available to any third party the source code of any of the Company Software at no or minimal charge.

Section 4.14 Data Privacy. The Company and its Subsidiaries are and since the Lookback Date have been in material compliance with all applicable Data Protection Laws, internal policies and contractual obligations governing the privacy and security of technology assets and equipment, computers, systems, networks, hardware, software, website, applications and databases (“IT Systems”) and Personal Information and the protection of such IT Systems and Personal Information from unauthorized use, access, misappropriation or modification, other than violations that do not constitute, and would not reasonably be expected to have, a Material Adverse Effect.

Section 4.15 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole:

(a) neither the Company nor any of its Subsidiaries are in violation of Environmental Law or any Permits issued pursuant to Environmental Law;

(b) neither the Company, nor any of its Subsidiaries, have received any written notice that it is in violation of Environmental Law or subject to any liability arising under Environmental Law, including with respect to any Remedial Action obligation, the subject of which is unresolved;

(c) no Proceedings are pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, related to a violation of Environmental Law or liability arising under any Environmental Law, including with respect to any Remedial Action;

(d) neither the Company nor any of its Subsidiaries has Released any Hazardous Substances at, on or under any property owned, leased or operated by the Company or any of its Subsidiaries, or, to the knowledge of the Company, at any other location, in violation of Environmental Laws or in quantities or concentrations that require remediation by the Company or its Subsidiaries pursuant to any Environmental Laws;

(e) neither the Company nor any of its Subsidiaries has disposed of, arranged for the disposal of, or transported any Hazardous Substances in violation of Environmental Laws and in quantities or concentrations that require remediation by the Company or its Subsidiaries pursuant to any Environmental Laws;

(f) neither the Company nor any of its Subsidiaries has contractually assumed any liabilities of third parties that arise under Environmental Law; and

(g) the Company has made available to DOW copies of all material environmental reports and audits in the care, custody or reasonable control of the Company or any of its Subsidiaries pertaining to liabilities arising under Environmental Law, including Remedial Action obligations.

Section 4.16 Real Property.

(a) As used herein, “Owned Real Property” means any land, together with all buildings, facilities, structures, fixtures, building systems and equipment, and all components thereof (including the roof, foundation and structural elements), located, situated or otherwise included in or real property located thereon, that is owned in fee by the Company or any of its Subsidiaries. With respect to the Owned Real Property, the Company confirms the following, in each case subject to Permitted Liens, and, except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company, taken as a whole:

(i) the Company or an applicable Subsidiary owns fee simple title to the Owned Real Property;

(ii) except as set forth on Schedule 4.16(ii) of the Disclosure Schedules, to the knowledge of the Company, there is no Person in possession of any Owned Real Property other than the Company or an applicable Subsidiary, and neither the Company nor any of its Subsidiaries has leased, licensed or otherwise granted to any Person the right to use, occupy or purchase such Owned Real Property or any portion thereof;

(iii) such Owned Real Property is not subject to any Liens (other than Permitted Liens), and neither the Company nor any of its Subsidiaries is a party to any contract or option to purchase, sell, assign or otherwise acquire or dispose of, or to grant or create any Lien (other than Permitted Liens) on or affecting such Owned Real Property;

(iv) to the knowledge of the Company, such Owned Real Property is in compliance in all material respects with all applicable Permits, Laws and Orders;

(v) to the knowledge of the Company, except as would not be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole, all buildings, structures, fixtures and improvements located on any Owned Real Property are in good operating condition and repair, free from structural and mechanical defects, and are in suitable and adequate condition for continued use in the Ordinary Course of Business; and

(vi) to the knowledge of the Company, there is no pending, threatened in writing or proposed Proceeding to condemn or take by the power of eminent domain (or to purchase in lieu thereof), all or any part of such Owned Real Property, and no casualty has occurred with respect to the improvements located on any of the Owned Real Property that has not been repaired or is in the process of repair.

(b) As used herein, “Leased Real Property” means any land, together with all buildings, facilities, structures, fixtures, building systems and equipment, and all components thereof (including the roof, foundation and structural elements), located, situated or otherwise included in or real property located thereon, that is leased, subleased, or licensed by the Company or any of its Subsidiaries; “Real Property Leases” means all real property leases, subleases and licenses pursuant to which the Company or a Subsidiary have a leasehold interest in Leased Real Property, together with all modifications, amendments, supplements, extensions, renewals, guaranties, subordination and non-disturbance agreements and other agreements with respect thereto. With respect to the Leased Real Property, the Company confirms the following, in each case, subject to Permitted Liens and except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries on a consolidated basis, taken as a whole:

(i) the Real Property Leases are in full force and effect and are valid and enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity);

(ii) to the knowledge of the Company, there are no written or oral leases, subleases or other similar Contracts that remain in effect granting to any Person the right of use or occupancy of any Leased Real Property other than the Company and its Subsidiaries;

(iii) there is no Person in possession of any Leased Real Property other than the Company or an applicable Subsidiary, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed or subjected to any Lien (other than Permitted Liens), any interest in a Real Property Lease;

(iv) to the knowledge of the Company, (A) the Company or its applicable Subsidiary holds or has obtained all material Permits in connection with the use and occupancy of such Leased Real Property, and (B) such Leased Real Property is in compliance in all material respects with all applicable Permits, Laws and Orders;

(v) the Company or its applicable Subsidiary is in compliance with all insurance requirements set forth in the applicable Real Property Leases affecting such Leased Real Property; and

(vi) there exist no defaults or breaches on the part of the Company or any of its Subsidiaries under such Real Property Lease nor, to the knowledge of the Company, any state of facts which, with the giving of notice or lapse of time, or both, would constitute a default by any party under such Real Property Lease.

Section 4.17 Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Subsidiaries (including, in each case, any related notes and schedules thereto) included in the Company SEC Documents (collectively, the “Financial Statements”) (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries on a consolidated basis, taken as a whole, as of the dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (subject, in the case of interim financial statements, to normal and recurring year-end adjustments, none of which would be material, individually or in the aggregate, and the absence of notes, none of which if presented would materially differ from those presented in the audited Financial Statements). Neither the Company nor any of the Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary in the Company SEC Documents.

Section 4.18 No Undisclosed Liabilities; No Breach. Except as set forth on Schedule 4.18 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (a) liabilities that have arisen since the filing date of the latest 10-Q in the Ordinary Course of Business (none of which, individually or in the aggregate, would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole), (b) liabilities incurred in connection with the negotiation, execution and delivery of this Agreement and the other Transaction Documents or (c) liabilities that would not, individually or in the aggregate, be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole.

Section 4.19 Offering of Securities. Neither the Company nor its Subsidiaries, nor any person acting on its or their behalf, (a) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Class A Preferred Shares or Warrants, (b) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Class A Preferred Shares or Warrants under the Securities Act or (c) has issued any securities which would be integrated with the sale of the Class A Preferred Shares and Warrants to DOW for purposes of the Securities Act, nor will the Company or any of its Subsidiaries take any action or steps that would require registration of the Class A Preferred Shares or Warrants under the Securities Act or cause the offering of the Class A Preferred Shares or Warrants to be integrated with other offerings. The offer and sale of Class A Preferred Shares and Warrants by the Company and its Subsidiaries to DOW pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Section 4.20 Litigation and Other Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no (A) pending or, to the knowledge of the Company, threatened in writing, claim, action, suit, investigation or proceeding, against the Company or any of its Subsidiaries or to which any of their assets are subject nor is the Company or any of its Subsidiaries subject to any order, judgment or decree or (B) unresolved violation, criticism or exception by the SEC with respect to any Company Report or relating to any SEC examinations or inspections of the Company or any of its Subsidiaries, in each case, that has not previously been disclosed with the SEC in any Company Report.

Section 4.21 Compliance with Laws. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole, the Company and its Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals of, and have made all filings, applications and registrations with, Governmental Authorities that are required in order to permit them to own or lease the properties and assets that they presently own or lease and to carry on their business as presently conducted and that are material to the business of the Company or its Subsidiaries.

Section 4.22 Compliance with Economic Sanctions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, manager, officer, agent, employee or controlled Affiliate of the Company, or any other Person acting on behalf of the Company or the Company’s Subsidiaries, is in violation of any applicable export control, import/customs, economic sanctions, or anti-bribery laws or regulations. Neither the Company nor any of its Subsidiaries will, directly or knowingly indirectly, use any payments received by it pursuant to this Agreement, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person or entity, for the purpose of unlawfully financing the activities of or business with any Person that is the subject or target of any U.S. sanctions administered by OFAC, or any country or territory that is the subject of a comprehensive economic sanctions embargo imposed by OFAC (as of the date of this Agreement, Cuba, Iran, North Korea, and Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine).

Section 4.23 Material Customers and Material Suppliers. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Lookback Date, neither the Company nor any of its Subsidiaries has received any oral or written notice from any top twenty (20) supplier or customer of the Company or its Subsidiaries, as measured by aggregate expenditures or revenues, as applicable, during the twelve (12) months ended as of the Latest 10-Q to the effect that any such supplier or customer will, and to the knowledge of the Company, no such supplier or customer will, stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying or buying materials, products or services to or from the Company or any of its Subsidiaries.

Section 4.24 Brokers and Finders. Except for as set forth on Schedule 4.24 of the Disclosure Schedule, no broker, finder or investment banker is entitled to any financial advisory, brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Company for which DOW, the Company or any of its Subsidiaries could have any liability.

Section 4.25 Government Contracts.

(a) the Company is, and at all times since the Lookback Date has been, in material compliance with (i) all material terms and conditions of each Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein, and (ii) all requirements of applicable Laws pertaining to any Government Contract or Government Bid, except where noncompliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole.

(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole, since the Lookback Date, the Company has received no written or oral notice of any claims or disputes between the Company, on the one hand, and any Governmental Authority, prime contractor, subcontractor or other Person, on the other hand, arising under or relating to any Government Contract or Government Bid.

(c) Since the Lookback Date, with respect to each Government Contract and Government Bid: (i) all material pricing discounts, credits, and refunds have been properly reported to and credited or paid to the customer as required by such Government Contract; (ii) the Company has no present intention to terminate, discontinue or materially curtail performance of any material Government Contract and the Company has all material Governmental Authorizations and all third-party certifications and approvals required for performance; (iii) neither the Company nor any of its officers or employees have obtained, disclosed, received or used contractor bid or proposal information, source selection information, or other non-public information in violation of applicable Law or any material Government Contract; (iv) neither the Company nor any of its senior management employees has violated in any material respect any applicable Law associated with the employment of (or discussions concerning possible employment with) current or former officials or employees of a Governmental Authority; and (v) there is no material assignment of revenues or anticipated revenues under any Government Contract (including any assignment pursuant to the Assignment of Claims Act, 31 U.S.C. § 3727) for which any notice, filing, consent, acknowledgment or other action required by applicable Law or the applicable Government Contract has not been duly made, obtained or satisfied.

(d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole, since the Lookback Date, with respect to each Government Contract and each Government Bid: (i) all of the Company’s representations and certifications executed, acknowledged, or set forth in or pertaining to such Government Contract or Government Bid were accurate and complete as of their effective date, and the Company has complied with all such representations and certifications; (ii) all invoices and claims for payment, reimbursement or adjustment submitted by the Company were either (a) accurate and complete in all material respects as of their respective submission dates or (b) corrected if containing an error or omission when submitted; (iii) the Company has not received any notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (iv) the Company has not received any formal claims or assessments of penalties or liquidated damages in connection with respect to any Government Contract; (v) the Company’s cost accounting systems and internal controls with respect to Government Contracts have been in compliance in all material respects with all applicable requirements of such Government Contracts and Laws and (vi) neither the Company nor any of its respective directors, officers or employees has been under or subject to any administrative, civil or criminal investigation, or indictment, information, subpoena or administrative proceeding by any Governmental Authority relating to any Government Contract or Government Bid.

(e) With respect to each Government Contract and each Government Bid, since the Lookback Date, the Company has made all disclosures of any material violation of applicable Law or material misconduct required to be disclosed by FAR 52.203-13 or by the terms of any Government Contract or Government Bid.

(f) Since the Lookback Date, neither the Company nor any of its respective officers, or directors, or, to the knowledge of the Company, employees have (i) used any funds of the Company to offer or provide any unlawful kickback, bribe, gift or gratuity, or (ii) made any unlawful expenditures relating to political activity. The Company has not received notice of any payment identified in (i) or (ii) above (hereinafter referred to as an “Unlawful Payment”), and the Company has such controls as are required by Law to detect and prevent, if possible, any such Unlawful Payments.

(g) Neither the Company nor any of its respective directors or officers or its employees is (or, since the Lookback Date, has been) debarred or suspended, or proposed for debarment or suspension, from doing business with any Governmental Authority or is (or during such period was) the subject of a finding of ineligibility for contracting with any Governmental Authority (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). Since the Lookback Date, the Company has not been convicted of, or had a civil judgment rendered against it for, violating any Law in connection with any Government Contract or Government Bid.

(h) Since the Lookback Date, to the knowledge of the Company, neither the Company nor any of its respective officers, directors, or employees, has engaged in the performance of any work that has resulted in an unmitigated Organizational Conflicts of Interest as set forth in 48 C.F.R. Subpt. 9.5 that would reasonably be expected to materially impair the Company's ability to compete for, be awarded, or perform any Government Contract material to the Company and its Subsidiaries, taken as a whole.

(i) the Company is in material compliance with cybersecurity, information-security, and incident-reporting obligations arising from its Government Contracts, which may include regimes and frameworks such as DFARS 252.204-7012 and NIST 800-171. To the knowledge of the Company, since the Lookback Date, the Company has not experienced any cybersecurity incident, data breach, or compromise of Controlled Unclassified Information (CUI) that was required to be, but was not, reported to a Governmental Authority within the required period. To the knowledge of the Company, since the Lookback Date, the Company has not been found non-compliant with cybersecurity, information-security, and incident-reporting obligations arising from its Government Contracts.

(j) the Company has not been subject to any Foreign Ownership, Control, or Influence (“FOCI”) that would require mitigation under the National Industrial Security Program Operating Manual or any related Governmental Authority or Defense Counterintelligence and Security Agency guidance. The transactions contemplated by this Agreement are not expected to create any FOCI that would adversely affect the Company’s eligibility for or ability to maintain any facility clearance, personnel clearance, or access to classified information; provided, however, that the Parties acknowledge that the determination of whether the transactions contemplated hereby create FOCI is subject to review by the Defense Counterintelligence and Security Agency or other applicable Governmental Authority.

Section 4.26 Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Lookback Date the Company and its Subsidiaries have timely filed (taking into account any applicable extensions) all material Tax Returns of the Company and its Subsidiaries required to be filed and have paid all material Taxes shown thereon to be due, in each case other than Taxes being contested in good faith for which adequate reserves have been established in accordance with applicable accounting principles.

Section 4.27 No Audits. Except as set forth on Schedule 4.27 of the Disclosure Schedule, since the Lookback Date, no audit, examination, investigation, or other proceeding in respect of Taxes has been asserted in writing or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries for any taxable period ending on or prior to the date hereof, other than matters that have been adequately reserved for or resolved or would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries on a consolidated basis, taken as a whole.

Article 5
DOW REPRESENTATIONS AND WARRANTIES

DOW hereby represents and warrants to the Company:

Section 5.01 Authority. The Secretary of War of the United States has authority to enter into the Transaction Documents.

Section 5.02 Funding.

(a) Appropriated funds are available and authorized in Fiscal Year 2026 in accordance with all applicable Laws to fund DOW’s obligated expenditures under the Transaction Documents, including payment in full of the Total Preferred Purchase Price at such times and in such increments as are contemplated hereby.

Section 5.03 Outside Counsel and Third-Party Advisors; No Conflicts Determination. DOW has retained its third-party advisors and legal counsel subject to this Agreement in accordance with all applicable Laws. DOW has vetted the engagement of each of the third-party advisors and legal counsel and has confirmed that such retention does not create any conflicts of interest for DOW or the Company.

Section 5.04 Investment Representations. DOW acknowledges that it has not been formed for the specific purpose of acquiring the Class A Preferred Stock and Warrants. DOW acknowledges that it owns investments in excess of $5,000,000.

Article 6
COVENANTS

Section 6.01 Public Disclosure. Following the Initial Closing, each Party shall not, and shall cause its respective Affiliates not to, make or issue any public announcement or press release to the general public with respect to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent of the other Party hereto; provided, however, that each Party may make any public disclosure it reasonably believes in good faith is required by applicable Law (including disclosure requirements under the Securities Act or Exchange Act, as applicable, or any other securities laws) or any national securities exchange (in which case the disclosing party will use its commercially reasonable efforts to advise the other Party prior to making the disclosure to the extent legally permissible and reasonably practicable under the circumstances). Notwithstanding anything else herein, nothing shall prohibit either Party from making public disclosures materially consistent with previous disclosures made in accordance with this provision.

Section 6.02 Tax Matters. To the extent that any transfer, documentary, sales, use, energy, excise, goods and services, value added, stamp, registration, filing, recording or other similar taxes, duties, charges, fees or other amounts are imposed upon or incurred in connection with the transactions contemplated by the Transaction Documents (“Transfer Taxes”), such Transfer Taxes shall be borne by the Company and the Company shall indemnify and hold DOW and its respective Affiliates harmless from and against any such Transfer Taxes. The Parties shall cooperate, in good faith, to minimize any Transfer Taxes to the extent permitted by Law, including by providing exemption certificates or other required documentation to the extent that the Parties are legally permitted to such certificates or other documentation.

Section 6.03 No Conflicts. Consistent with DOW’s responsibility to maintain the integrity of every transaction, procurement and funding arrangement, DOW will, to the maximum extent practicable and permitted by law, implement appropriate controls and measures to avoid any need to exclude the Company and its Affiliates (including the Company and its Subsidiaries) from, or limit their ability to compete for, any future opportunities, including opportunities for transactions, procurements and other funding arrangements, with, between, or involving DOW because of this Agreement or the other Transaction Documents (including based on any allegation of DOW’s impairment of objectivity or bias as a result of DOW’s or any other Governmental Authority of the United States owning Equity Securities of the Company) or the transactions contemplated hereby and thereby.

Section 6.04 Use of Proceeds; Project Efforts.

(a) The Company shall use all proceeds received by the Company from the issuance and sale of the Class A Preferred Stock (the “Proceeds”), to fund the Projects in a manner consistent with the development plans and budgets made available to the Investor prior to the receipt of such Proceeds and in no event will Proceeds be used in connection with a Project in an aggregate amount in excess of the applicable “Approved Funding Amount” for such Project set forth on the Specified Projects Schedule without the consent of DOW (the “Permitted Uses”). The Company shall not use, apply, transfer, advance, loan, invest, distribute, pledge, encumber, or otherwise make available any Proceeds for any purpose other than the Permitted Uses without the prior written consent of DOW. No use of Proceeds shall be deemed a Permitted Use merely because it relates generally to, arises in connection with, or may indirectly benefit a Project. Without limiting the foregoing, the Proceeds shall not be used for general working capital, corporate overhead, payroll, bonuses, dividends or distributions, debt repayment or prepayment, other capital expenditures unrelated to a Project, acquisitions, investments, or expenses incurred before Initial Closing, or any other purpose not specifically and affirmatively described as a Permitted Use; provided, however, that the foregoing restriction shall not prohibit the use of Proceeds to reimburse or pay for costs and expenses that were incurred by the Company or any of its Subsidiaries prior to the Initial Closing to the extent such costs and expenses (i) are directly attributable to the development, advancement, or preparation of a Project, (ii) are identified with reasonable specificity in a written request submitted by the Company to DOW, and (iii) are approved by DOW. The Company shall maintain complete and accurate books and records regarding the receipt, holding, and use of all Proceeds. Upon request of DOW, the Company shall promptly provide a reasonably detailed written accounting of all Proceeds, including the amount of Proceeds received, the amount expended, the date and purpose of each expenditure, and such supporting documentation as DOW may reasonably request.

(b) The Company shall use, and cause its Subsidiaries to use, their respective commercially reasonable efforts to advance each Project toward Completion (as defined in the Investor Rights Agreement). The Company shall not be deemed to have breached this Section 6.04(b) solely as a result of any delay in the completion of a Project that is attributable to circumstances outside the Company's reasonable control, provided that the Company shall use its commercially reasonable efforts to mitigate any such delays. The Company shall provide, on or promptly following the date of filing of the Company’s quarterly report on Form 10-Q with the SEC, DOW with quarterly written updates regarding the status of each Project, including progress against the applicable milestones, material developments affecting completion of and budget for such Project.

Section 6.05 Board Matters. For so long as the DOW Investors owns any Preferred Shares, the Company hereby confirms and agrees that it shall not and it shall cause its Subsidiaries not to nominate individuals for election as a member of the board of directors of the Company and any of its Subsidiaries who are not citizens of the United States, the United Kingdom, New Zealand, Australia or Canada without the consent of the DOW Investors, and the Company shall oppose the election of any shareholder nominee for director who is not a United States citizen.

Section 6.06 Compliance with Laws and Permits. From and after the Initial Closing Date, the Company shall and shall cause its Subsidiaries to (i) maintain all material permits and licenses required under applicable Law for its then current operations and to comply with all requirements for such permits and licenses, in all material respects and (ii) comply with all applicable Laws in all material respects.

Article 7
MISCELLANEOUS

Section 7.01 Survival. The representations and warranties set forth in Article 4 and Article 5 of the Agreement, shall survive for a period of eighteen (18) months after the Initial Closing or each Subsequent Closing as such representations and warranties, covenants and provisions apply to such Initial Closing or Subsequent Closing. All covenants to the extent required to be performed at or after the Initial Closing or each Subsequent Closing, as applicable, shall survive until fully performed in accordance with their terms. Notwithstanding anything herein to the contrary, any termination of this Agreement shall not limit the liability of any Party for any breach of its obligations prior to such termination.

Section 7.02 Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the Federal Law of the United States (“Federal Law”). To the extent that Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the Parties that the Law of the State of New York (without giving effect to its conflict of laws principles) shall be adopted as the governing rule of decision.

Section 7.03 WAIVER OF JURY TRIAL. THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREE AND CONSENT THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 7.04 Jurisdiction Involving Company. By execution and delivery of this Agreement, the Company irrevocably and unconditionally:

(a) submits for itself and its property in any Proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the Southern District of New York, (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iii) appellate courts from any of the foregoing;

(b) consents that any such Proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any Proceeding, that it may now or hereafter have to the venue of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) agrees that, subject to any and all rights of appeal provided by applicable Law, judgment against it in any such Proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment or otherwise as provided by applicable Law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of such Party’s obligation.

Section 7.05 Jurisdiction Involving Governmental Entities. By execution and delivery of this Agreement, DOW, to the maximum extent permitted by Law, irrevocably and unconditionally acknowledges that each of the Transaction Documents is an express contract within the meaning of 28 U.S.C. § 1491(a), and submits for itself in any claim arising from, related to, or in connection with a Transaction Document to the jurisdiction of (a) the U.S. Court of Federal Claims; (b) any other federal court or tribunal of competent jurisdiction; and (c) appellate courts from any of the foregoing.

Section 7.06 Specific Performance. The Company acknowledges that the rights of DOW to consummate the transactions contemplated hereby are unique and recognizes and affirms that in the event of a breach of this Agreement by the Company, money damages may be inadequate and DOW would have no adequate remedy at Law. It is accordingly agreed that DOW shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled at Law or in equity.

Section 7.07 Expenses. Except as otherwise expressly provided in this Agreement or any other Transaction Document, each Party will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the other Transaction Documents.

Section 7.08 Amendment. This Agreement cannot be modified or amended except in writing duly executed by each Party.

Section 7.09 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid) (provided a copy is also sent via email), (b) sent by e-mail or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested (provided a copy is also provided via email), in each case to the following addresses or e-mail addresses and marked to the attention of the individual (by name or title) designated below (or to such other address, e-mail address or individual as a Party may designate by notice to the other Party):

if to DOW:

United States Department of War

(Industrial Base Resilience)

if to the Company:

The Elmet Group Co.

Portland, Maine 04101

with a simultaneous copy (which will not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

Bank of America Tower

New York, New York 10036-6745

Section 7.10 Waiver. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in a written document signed by the other Party, (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Section 7.11 No Third-Party Beneficiaries; No Assignment. Except as expressly stated herein, nothing expressed or referred to in this Agreement will be construed to give any Person, other than the Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, and any such attempted assignment or delegation without such consent shall be void ab initio and of no effect; provided, however, that subject to applicable Law, any DOW Investor may assign all or a portion of its rights, or delegate all or a portion of its obligations, under this Agreement to one or more Qualified Governmental Authorities without the prior written consent of the Company; provided, further, however, that no such assignment shall release such DOW Investors from any of their respective obligations hereunder.

Section 7.12 Further Action. Upon the request of any Party to this Agreement, and subject to the terms and conditions hereof, except as prohibited by applicable Law, the other Party will (a) execute and deliver, at its own expense, any other documents reasonably acceptable to such Party, and (b) take any other actions as reasonably necessary to carry out the intent of this Agreement.

Section 7.13 Severability. If any term, covenant, condition or provision of this Agreement or any other Transaction Document or the application thereof to any Person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement or such other Transaction Document (as applicable), or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement or such other Transaction Document (as applicable) shall be valid and be enforced to the fullest extent permitted by applicable Law.

Section 7.14 Entire Agreement. This Agreement (along with the other Transaction Documents and the other documents delivered contemporaneously with or pursuant to this Agreement and the other Transaction Documents) constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

Section 7.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimile or electronic signatures may be used in place of original signatures on this Agreement. The Parties intend to be bound by the signatures on any facsimile or electronic document, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of a facsimile or electronic signature.

Section 7.16 Construction. For purposes of this Agreement, unless otherwise expressly specified herein, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular section or subsection of this Agreement, and reference to a particular section of this Agreement will include all subsections thereof. The word “including” means including without limitation. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless the context clearly requires otherwise, when used herein “or” shall not be exclusive (i.e., “or” shall mean “and/or”). Any reference herein to “$” or “dollars” means United States dollars.

Section 7.17 Disclosure Schedule and Exhibits. All Exhibits and the Disclosure Schedule attached hereto are hereby incorporated herein by reference and made a part hereof. Certain information set forth in the Disclosure Schedule is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any Law, is not an admission that such breach, violation or default has occurred. A disclosure made in any single section of the Disclosure Schedule shall be deemed to apply to each other section of the Disclosure Schedule solely to the extent that it is readily apparent on the face of such disclosure that such disclosure applies to such other section.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly and validly executed as of the date first set forth above.

ANNEX I

Specified Projects Schedule

Approved Funding Amount: $86,000,000 - Each project below will be funded with a defined capital plan which will be approved by the board of directors of the Company (the “Board”).

Specific project categories are: [**]

Approved Funding Amount: $77,000,000 – each with a defined capital plan which will be approved by the Board.

Approved Funding Amount: $150,000,000.

The development and restart will be defined by a capital and investment plan approved by the Board. The APT Plant Project will be run via a Company majority-owned enterprise, “Elmet APT” aka “Elmet Refining”. The Project will encompass upgrading and restarting the APT plant currently under care and maintenance capable of phase one capacity of 2,000 tons a year. The Project will also encompass a long-term offtake agreement with the Springer Mine which is co-located on the Project site.

The “Project 3 Condition”:

The obligation of DOW to consummate any Subsequent Closing pursuant to a Subsequent Funding Notice that identifies Project 3 as an expected use of proceeds shall be subject to the satisfaction or waiver in writing by DOW, in its sole discretion, of DOW receiving the following documentation, which documentation shall be reasonably satisfactory to DOW (such approval not to be unreasonably withheld, conditioned, or delayed):

[**]

The “Project 4 Condition”:

The obligation of DOW to consummate any Subsequent Closing pursuant to a Subsequent Funding Notice that identifies Project 4 as an expected use of proceeds shall be subject to the satisfaction or waiver in writing by DOW, in its sole discretion, of DOW receiving substantially final versions of all transaction documents relating to [**], and such transaction documents must be reasonably satisfactory to DOW (such approval not to be unreasonably withheld, conditioned, or delayed).

Approved Funding Amount: $37,000,000

Working Capital to fund additional mine expansion, any project overage cost and offtake agreements, transaction fees and work force expansion to service the above projects designed to strengthen United States’s tungsten industrial base.

ANNEX II

Subsequent Funding Periods Schedule

Total Subsequent Funding Commitment Amount: $250,000,000

SCHEDULE 4.06

SCHEDULE 4.16(ii)

SCHEDULE 4.18

SCHEDULE 4.24

SCHEDULE 4.27

Exhibit A

Form of Certificate of Designations

Exhibit B

Form of Investor Rights Agreement

Exhibit C

Form of Registration Rights Agreement

Exhibit D

Form of Warrant

Exhibit E

Form of Certificate of Incorporation

Exhibit F

Form of Bylaws

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

by and among

THE ELMET GROUP CO.

and

THE UNITED STATES DEPARTMENT OF WAR

dated as of September 14, 2026

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