SC TO-T

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

Hawk Corporation
(Name of Subject Company)

HC Corporation
(Offeror)
a wholly owned subsidiary of

Carlisle Companies Incorporated
(Parent of Offeror)

CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
(including the associated preferred share purchase rights)

420089104
(CUSIP Number of Class of Securities)

Steven J. Ford
Vice President, Chief Financial Officer, and General Counsel
Carlisle Companies Incorporated
13925 Ballantyne Corporate Place
Charlotte, NC 28277
(704) 501-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

Copy to:

Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street,
Suite 1500
Minneapolis, Minnesota
55402
(612) 340-2600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$418,499,150.00	$29,838.99

*

Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase all (i) 7,759,063 outstanding shares of Class A common stock (including 10,000 restricted shares) and (ii) shares of Class A common stock issuable upon exercise of options to purchase 610,920 shares of Class A common stock of Hawk Corporation, at a purchase price of $50.00 cash per share, as of October 29, 2010, the most recent practicable date.

**

The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00007130.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

        This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements hereto, collectively constitute this "Schedule TO") is filed by (i) HC Corporation, a Delaware corporation (the "Purchaser"), and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), and (ii) Parent. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), at a purchase price of $50.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 (which, together with any amendments and supplements thereto, collectively constitute the "Offer to Purchase"), and in the related letter of transmittal (as it may be amended or supplemented, the "Letter of Transmittal"), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (and which, together with the Offer to Purchase, constitute the "Offer").

        All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.

        References to specific sections of the Offer to Purchase herein refer to the numbered sections under the heading "The Tender Offer," except for references to the "Summary Term Sheet" and "Introduction" headings.

Item 1.    Summary Term Sheet

        The information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.

Item 2.    Subject Company Information

        (a)   The name of the subject company and the issuer of the securities to which this Schedule TO relates is Hawk Corporation, a Delaware corporation. Hawk's principal executive offices are located at 200 Public Square, Suite 1500, Cleveland, Ohio, 44114, and its telephone number is (216) 861-3553.

        (b)   This Schedule TO relates to the Offer by the Purchaser to purchase all of the Shares at a purchase price of $50.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. Hawk has advised Parent and the Purchaser that, as of the close of business on October 29, 2010, there were 7,759,063 Shares outstanding (including 10,000 restricted shares) and outstanding options to purchase 610,920 shares of Class A common stock.

        (c)   Information concerning the principal market in which the Shares are traded and the high and low sales prices for the Shares in the principal market for each quarter during the last two years is set forth in the section of the Offer to Purchase entitled "Price Range of the Shares; Dividends" and is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person

        The information set forth in the section of the Offer to Purchase entitled "Certain Information Concerning Parent and the Purchaser" and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4.    Terms of the Transaction

        The information set forth in the sections of the Offer to Purchase entitled "Introduction," "Terms of the Offer," "Acceptance for Payment and Payment for Shares," "Procedures for Accepting the Offer

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and Tendering Shares," "Withdrawal Rights," "Certain United States Federal Income Tax Consequences," "Certain Effects of the Offer," "Certain Conditions of the Offer," "Background of the Offer; Past Contacts or Negotiations with Hawk," and "Purpose of the Offer; Plans for Hawk" is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements

        The information set forth in the sections of the Offer to Purchase entitled "Introduction," "Summary Term Sheet," "Certain Information Concerning Parent and the Purchaser," "Background of the Offer; Past Contacts or Negotiations with Hawk," "Purpose of the Offer; Plans for Hawk" and "The Merger Agreement; Other Agreements" is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals

        The information set forth in the sections of the Offer to Purchase entitled "Introduction," "Summary Term Sheet," "Price Range of the Shares; Dividends," "Certain Effects of the Offer," "Purpose of the Offer; Plans for Hawk," and "The Merger Agreement; Other Agreements" is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration

        The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Source and Amount of Funds," "The Merger Agreement; Other Agreements" and "Certain Conditions of the Offer" is incorporated herein by reference.

Item 8.    Interest in Securities of the Subject Company

        The information set forth in the section of the Offer to Purchase entitled "Certain Information Concerning Parent and the Purchaser" is incorporated herein by reference.

Item 9.    Persons/Assets Retained, Employed, Compensated or Used

        The information set forth in the section of the Offer to Purchase entitled "Fees and Expenses" is incorporated herein by reference.

Item 10.    Financial Statements

        Not applicable.

Item 11.    Additional Information

        (a)(1)  The information set forth in the sections of the Offer to Purchase entitled "Certain Information Concerning Parent and the Purchaser," "Background of the Offer; Past Contacts or Negotiations with Hawk," "Purpose of the Offer; Plans for Hawk" and "The Merger Agreement; Other Agreements" is incorporated herein by reference.

        (a)(2)  The information set forth in the sections of the Offer to Purchase entitled "Purpose of the Offer; Plans for Hawk," "Certain Conditions of the Offer" and "Certain Legal Matters; Regulatory Approvals" is incorporated herein by reference.

        (a)(3)  The information set forth in the sections of the Offer to Purchase entitled "Certain Conditions of the Offer" and "Certain Legal Matters; Regulatory Approvals" is incorporated herein by reference.

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        (a)(4)  The information set forth in the sections of the Offer to Purchase entitled "Certain Effects of the Offer," "Source and Amount of Funds" and "Certain Legal Matters; Regulatory Approvals" is incorporated herein by reference.

        (a)(5)  The information set forth in the section of the Offer to Purchase entitled "Certain Legal Matters; Regulatory Approvals" is incorporated herein by reference.

        (b)   The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12.    Exhibits

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated November 1, 2010
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9)
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Form of Summary Advertisement as published in The New York Times on November 1, 2010
(a)(1)(G)	Form of Notice to Participants in the Hawk Corporation 401(k) Retirement Plan
(a)(5)(A)	Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation, issued October 15, 2010, (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(B)	Presentation Materials from Conference Call, dated October 15, 2010 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(C)	Transcript of Conference Call, held October 15, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(D)	Presentation Materials from Conference Call, dated October 26, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 28, 2010)
(a)(5)(E)	Transcript of Conference Call, held on October 26, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 28, 2010)
(a)(5)(F)	Complaint filed by Timothy B. Hardy, individually and on behalf of all others similarly situated, on October 25, 2010, in the Court of Chancery of the State of Delaware
(a)(5)(G)	Complaint filed by Patrick Sweeney, individually and on behalf of all others similarly situated, on October 27, 2010, in the Court of Chancery of the State of Delaware

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Exhibit No.	Description
(b)(1)	Second Amended and Restated Credit Agreement, dated as of July 12, 2007, among Carlisle Companies Incorporated, Carlisle Management Company, JPMorgan Chase Bank, N.A., as Administrative Agent and the Banks listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on July 17, 2007)
(d)(1)	Agreement and Plan of Merger, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Hawk Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(2)	Tender and Voting Agreement, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Ronald E. Weinberg (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(3)	Tender and Voting Agreement, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Norman C. Harbert (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(4)	Tender and Voting Agreement, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, HC Corporation and Byron S. Krantz (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(5)	Confidentiality Agreement, dated as of July 30, 2010, between Carlisle Companies Incorporated and Hawk Corporation
(d)(6)	Exclusivity Agreement, dated as of October 7, 2010, between Carlisle Companies Incorporated and Hawk Corporation

Item 13.    Information required by Schedule 13E-3.

        Not applicable.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HC Corporation
	By:	/s/ MICHAEL ROBERSON
		Name:	Michael Roberson
		Title:	Secretary
Dated: November 1, 2010
Carlisle Companies Incorporated
	By:	/s/ STEVEN J. FORD
		Name:	Steven J. Ford
		Title:	Vice President, Chief Financial Officer, and General Counsel
Dated: November 1, 2010

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Exhibit Index

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated November 1, 2010
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9)
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Form of Summary Advertisement as published in The New York Times on November 1, 2010
(a)(1)(G)	Form of Notice to Participants in the Hawk Corporation 401(k) Retirement Plan
(a)(5)(A)	Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation, issued October 15, 2010, (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(B)	Presentation Materials from Conference Call, dated October 15, 2010 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(C)	Transcript of Conference Call, held October 15, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 15, 2010)
(a)(5)(D)	Presentation Materials from Conference Call, dated October 26, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 28, 2010)
(a)(5)(E)	Transcript of Conference Call, held on October 26, 2010 (incorporated by reference to the Schedule TO-C filed by Carlisle Companies Incorporated on October 28, 2010)
(a)(5)(F)	Complaint filed by Timothy B. Hardy, individually and on behalf of all others similarly situated, on October 25, 2010, in the Court of Chancery of the State of Delaware
(a)(5)(G)	Complaint filed by Patrick Sweeney, individually and on behalf of all others similarly situated, on October 27, 2010, in the Court of Chancery of the State of Delaware
(b)(1)	Second Amended and Restated Credit Agreement, dated as of July 12, 2007, among Carlisle Companies Incorporated, Carlisle Management Company, JPMorgan Chase Bank, N.A., as Administrative Agent and the Banks listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on July 17, 2007)
(d)(1)	Agreement and Plan of Merger, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Hawk Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)

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Exhibit No.	Description
(d)(2)	Tender and Voting Agreement, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Ronald E. Weinberg (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(3)	Tender and Voting Agreement, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Norman C. Harbert (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(4)	Tender and Voting Agreement, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, HC Corporation and Byron S. Krantz (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by Carlisle Companies Incorporated on October 15, 2010)
(d)(5)	Confidentiality Agreement, dated as of July 30, 2010, between Carlisle Companies Incorporated and Hawk Corporation
(d)(6)	Exclusivity Agreement, dated as of October 7, 2010, between Carlisle Companies Incorporated and Hawk Corporation

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Item 1. Summary Term Sheet
Item 2. Subject Company Information
Item 3. Identity and Background of Filing Person
Item 4. Terms of the Transaction
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Item 6. Purposes of the Transaction and Plans or Proposals
Item 7. Source and Amount of Funds or Other Consideration
Item 8. Interest in Securities of the Subject Company
Item 9. Persons/Assets Retained, Employed, Compensated or Used
Item 10. Financial Statements
Item 11. Additional Information
Item 12. Exhibits
Item 13. Information required by Schedule 13E-3.

SIGNATURE
Exhibit Index

EX-99.(A)(1)(A)

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Exhibit (a)(1)(A)

Offer To Purchase For Cash
All Outstanding Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 Net Per Share
by
HC Corporation,
A Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME").

        This Offer is being made pursuant to the Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time), among Carlisle Companies Incorporated ("Parent"), HC Corporation (the "Purchaser"), and Hawk Corporation ("Hawk").

        The board of directors of Hawk and a special committee thereof consisting solely of independent directors have each unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable to, fair to and in the best interests of Hawk's stockholders. The special committee unanimously recommended that the board of directors of Hawk (i) approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommend to Hawk's stockholders that they accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger. The board of directors of Hawk, based upon, among other things, the recommendation of the special committee, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommends that Hawk's stockholders accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger.

        The Offer is subject to various conditions. A summary of the principal terms of the Offer appears on pages 1 through 8. You should read this entire document and the related Letter of Transmittal carefully before deciding whether to tender your shares of Hawk Class A common stock in the Offer.

The Dealer Manager for the Offer is:

November 1, 2010

IMPORTANT

        If you wish to tender all or any portion of your shares of Hawk Class A common stock to HC Corporation in the Offer, you should:

•

If you are a record holder (i.e., a stock certificate has been issued to you), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to Citibank, N.A., the Depositary for the Offer, or follow the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase. These materials must reach Citibank, N.A. before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase.

•

If you are a record holder and your stock is certificated but your stock certificate is not available or you cannot deliver it to Citibank, N.A. before the Offer expires, you may be able to tender your shares of Hawk Class A common stock using the enclosed Notice of Guaranteed Delivery. Please call D.F. King & Co., Inc., the Information Agent, at (800) 659-5550 or (212) 269-5550 for assistance. See Section 3—"Procedures for Accepting the Offer and Tendering Shares" for further details.

•

If you hold your shares of Hawk Class A common stock through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your shares of Hawk Class A common stock be tendered.

•

If you hold your shares of Hawk Class A common stock through the Hawk Corporation 401(k) Retirement Plan, you must contact Ellen Philip Associates, Inc. and give instructions that your Hawk Class A common stock shares be tendered. Detailed instructions are contained in the Notice to Participants in the Hawk Corporation 401(k) Retirement Plan.

Questions and requests for assistance should be directed to the Information Agent (as defined herein) at its address and telephone numbers set forth on the back cover of this Offer to Purchase. The Dealer Manager (as defined herein) may be contacted at its address and telephone number on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained from the Information Agent or at the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both documents carefully and in their entirety before making a decision with respect to the Offer.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET			1
INTRODUCTION			9
THE TENDER OFFER			11
1.	TERMS OF THE OFFER		11
2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES		13
3.	PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES		14
4.	WITHDRAWAL RIGHTS		17
5.	CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		18
6.	PRICE RANGE OF THE SHARES; DIVIDENDS		19
7.	CERTAIN EFFECTS OF THE OFFER		20
8.	CERTAIN INFORMATION CONCERNING HAWK		21
9.	CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER		24
10.	SOURCE AND AMOUNT OF FUNDS		25
11.	BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH HAWK		26
12.	THE MERGER AGREEMENT; OTHER AGREEMENTS		29
13.	PURPOSE OF THE OFFER; PLANS FOR HAWK		49
14.	DIVIDENDS AND DISTRIBUTIONS		49
15.	CERTAIN CONDITIONS OF THE OFFER		50
16.	CERTAIN LEGAL MATTERS; REGULATORY APPROVALS		51
17.	APPRAISAL RIGHTS		55
18.	FEES AND EXPENSES		56
19.	MISCELLANEOUS		56

Schedule I Information Relating to the Purchaser and Parent

SUMMARY TERM SHEET

We, HC Corporation, a Delaware corporation and wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation, are offering to purchase all outstanding shares of Class A common stock, par value $0.01 per share, of Hawk Corporation, a Delaware corporation, including the associated preferred share purchase rights, for $50.00 per share in cash, net to the seller, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal and pursuant to an Agreement and Plan of Merger, dated as of October 14, 2010, among Carlisle Companies Incorporated, HC Corporation and Hawk Corporation. The following are some of the questions you, as a Hawk Corporation stockholder, may have and answers to those questions. You should carefully read this Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

Who is offering to buy my securities?

        We are HC Corporation, a Delaware corporation, formed for the purpose of making this Offer and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation. See the "Introduction" to this Offer to Purchase and Section 9—"Certain Information Concerning Parent and the Purchaser."

        Unless the context indicates otherwise, in this Offer to Purchase we use the terms "us," "we" and "our" to refer to the Purchaser and, where appropriate, Parent. We use the term "Parent" to refer to Carlisle Companies Incorporated, the term the "Purchaser" to refer to HC Corporation and the terms "Hawk" and the "Company" to refer to Hawk Corporation, a Delaware corporation.

What securities are you offering to purchase?

        We are offering to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share, including the associated preferred share purchase rights, of Hawk on the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. Unless the context otherwise requires, in this Offer to Purchase we use the term "Offer" to refer to this offer and the term "Shares" to refer to outstanding shares of Hawk Class A common stock, including the associated preferred share purchase rights, that are the subject of the Offer.

        See the "Introduction" to this Offer to Purchase and Section 1—"Terms of the Offer."

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

        We are offering to pay $50.00 per Share, in cash, without interest, less any applicable withholding taxes. We refer to this amount as the "Offer Price." If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, bank or other nominee, and your broker tenders your Shares on your behalf, your broker, bank or other nominee may charge you a fee for doing so. You should consult your broker, bank or other nominee to determine whether any charges will apply.

        See the "Introduction" to this Offer to Purchase.

Do you have the financial resources to make payment?

        Yes. Parent has available, and will provide to us, funds in an amount sufficient to allow us to complete the Offer and the subsequent merger of the Purchaser with and into Hawk with Hawk as the surviving corporation and wholly owned by Parent, which we refer to as the "Merger". We estimate that we will need approximately $430 million to purchase all of the Shares pursuant to the Offer, to consummate the Merger (which estimate includes payment in respect of outstanding options and

restricted stock) and to pay estimated related transaction fees and expenses. The Offer is not conditioned upon our ability to finance the purchase of Shares pursuant to the Offer.

        See Section 10—"Source and Amount of Funds."

Is your financial condition relevant to my decision to tender my Shares in the Offer?

        No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•

the Offer is being made for all outstanding Shares solely for cash;

•

we, through Parent, will have sufficient funds available to purchase all Shares validly tendered in the Offer and not validly withdrawn and to purchase all Shares upon completion of the Merger;

•

the Offer is not subject to any financing condition; and

•

if we consummate the Offer, we expect to acquire all remaining Shares for the same cash price in the Merger.

        See Section 10—"Source and Amount of Funds."

Is there an agreement governing the Offer?

        Yes. Parent, the Purchaser and Hawk have entered into an Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time), which we refer to as the "Merger Agreement". The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the Merger.

        See Section 12—"The Merger Agreement; Other Agreements" and Section 15—"Certain Conditions of the Offer."

What does the board of directors of Hawk think of the Offer?

        The board of directors of Hawk and a special committee thereof consisting solely of independent directors have each unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable to, fair to and in the best interests of Hawk's stockholders. The special committee unanimously recommended that the board of directors of Hawk (i) approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommend to Hawk's stockholders that they accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger. The board of directors of Hawk, based upon, among other things, the recommendation of the special committee, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommends that Hawk's stockholders accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger.

        A more complete description of the reasons for the Hawk board of directors' approval of the Offer and the Merger is set forth in Hawk's Solicitation/Recommendation Statement on Schedule 14D-9.

Have any Hawk stockholders agreed to tender their Shares?

        Yes. We have entered into tender and voting agreements, which we refer to as the "Tender and Voting Agreements", with Norman C. Harbert, Byron S. Krantz and Ronald E. Weinberg. We refer to each of Messrs. Harbert, Krantz and Weinberg as a "Supporting Stockholder" and together, as the "Supporting Stockholders". Pursuant to the Tender and Voting Agreements, each Supporting

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Stockholder has agreed, among other things, to tender in the Offer, and not withdraw, all of the Shares owned by such Supporting Stockholder, as well as any other Shares acquired by such Supporting Stockholder after the date of the Tender and Voting Agreement, and to consent to the redemption by Hawk of all of his Shares of Hawk's Series D Preferred Stock. Each Supporting Stockholder is required to tender such Shares within ten business days after commencement of the Offer (except that any Shares acquired after such date will be tendered within three business days of acquisition). As of October 14, 2010, the Supporting Stockholders together owned approximately 34% of the Shares outstanding on a fully diluted basis. Each Supporting Stockholder entered into the Tender and Voting Agreement solely in such Supporting Stockholder's capacity as the owner of such Supporting Stockholder's Shares (beneficially and in any other capacity) and nothing therein in any way restricts or limits the Supporting Stockholder from taking (or omitting to take) any action solely in such Supporting Stockholder's capacity as a director or officer of Hawk or otherwise fulfilling such Supporting Stockholder's fiduciary obligations as a director or officer of Hawk, in each case subject to the limitations set forth in the Merger Agreement.

        See Section 12—"The Merger Agreement; Other Agreements—Tender and Voting Agreements."

What are the most significant conditions to the Offer?

        The Offer is conditioned upon, among other things:

•

the absence of a mutual agreement between Hawk and Parent to terminate the Offer or the Merger Agreement, or any other termination of the Merger Agreement in accordance with its terms;

•

the satisfaction of the Minimum Tender Condition. The "Minimum Tender Condition" requires that the number of Shares that have been validly tendered and not validly withdrawn prior to the then scheduled Expiration Time, together with the number of Shares (if any) then owned by Parent or us, represents at least a majority of the total number of outstanding Shares on a fully diluted basis;

•

Hawk having redeemed all of the Company's Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there being no outstanding shares of Series D Preferred Stock;

•

any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares pursuant to the Offer having expired or been terminated; and

•

any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transactions contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, having been obtained or being in full force and effect or having expired, as applicable.

        The Offer also is subject to a number of other conditions set forth in this Offer to Purchase. We expressly reserve the right to waive, in whole or in part, such conditions or to modify the terms of the Offer, but we cannot without Hawk's consent (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any of the conditions to the Offer in a manner adverse to the holders of Shares, (v) except as otherwise provided in the Merger Agreement, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares.

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How long do I have to decide whether to tender my Shares in the Offer?

        You will have until 12:00 midnight, New York City time, at the end of the day on Tuesday, November 30, 2010, to tender your Shares in the Offer, unless we extend the Offer. We refer to such date and time, as it may be extended, as the "Expiration Time". In addition, if we are required by the terms of the Merger Agreement or otherwise decide to provide a subsequent offering period for the Offer as described below, you will have an additional opportunity to tender your Shares. If not required under the Merger Agreement to provide a subsequent offering period, we do not currently intend to provide a subsequent offering period, although we reserve the right to do so.

        See Section 1—"Terms of the Offer" and Section 3—"Procedures for Accepting the Offer and Tendering Shares."

When and how will I be paid for my tendered Shares?

        Subject to the terms and conditions of the Offer, we will pay for all validly tendered and not properly withdrawn Shares promptly after the Expiration Time following the satisfaction or waiver of the conditions to the Offer set forth in Section 15—"Certain Conditions of the Offer." We do, however, reserve the right, in our sole discretion and subject to applicable law and the terms of the Merger Agreement, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals.

        We will pay for your validly tendered and not withdrawn shares by depositing the purchase price with Citibank, N.A., which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for validly tendered and not withdrawn Shares will be made only after timely receipt by Citibank, N.A. of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares as described in Section 3—"Procedure for Accepting the Offer and Tendering Shares"), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents for such Shares.

Can the Offer be extended and under what circumstances?

        Yes. We have agreed in the Merger Agreement that, subject to our rights to terminate the Merger Agreement in accordance with its terms:

•

If the conditions to the Offer are not satisfied or (to the extent waivable) waived by Parent or us, and provided that it is prior to December 24, 2010, then we must extend the Offer for one or more periods until such time as all conditions to the Offer are satisfied; provided that we will not be required to extend the Offer beyond December 24, 2010.

•

We may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the NYSE Amex applicable to the Offer.

        We may be required, under certain circumstances under the Merger Agreement, and otherwise have also reserved the right to extend the Offer for a "subsequent offering period" in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act", following our initial acceptance for payment of the tendered Shares. A subsequent offering period is different from an extension of the Offer. During a subsequent offering period, you would not be able to withdraw any of the Shares that you had already tendered; you also would not be able to withdraw any of the Shares that you tender during the subsequent offering period.

        See Section 1—"Terms of the Offer" of this Offer to Purchase for more details on our obligation and ability to extend the Offer.

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How will I be notified if the Offer is extended?

        If we extend the Offer, we will inform Citibank, N.A., which is the depositary for the Offer, of any extension and will promptly make a public announcement thereof in accordance with Rule 14e-1(d) under the Exchange Act.

        If we elect to provide or extend any subsequent offering period, a public announcement will be made promptly after the day on which the Offer was scheduled to expire in accordance with Rule 14d-11(d) under the Exchange Act.

        See Section 1—"Terms of the Offer."

        See Section 15—"Certain Conditions of the Offer."

How do I tender my Shares?

        If you wish to tender all or any portion of your Shares you should:

•

If you are a record holder (i.e., a stock certificate has been issued to you), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to Citibank, N.A., the depositary for the Offer, or follow the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase. These materials must reach Citibank, N.A. before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase.

•

If you are a record holder and your stock is certificated but your stock certificate is not available or you cannot deliver it to Citibank, N.A. before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. Please call D.F. King & Co., Inc., the information agent, at (800) 659-5550 or (212) 269-5550 for assistance. See Section 3—"Procedures for Accepting the Offer and Tendering Shares" for further details.

•

If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered.

•

If you hold your Shares through the Hawk Corporation 401(k) Retirement Plan, you must contact Ellen Philip Associates, Inc. and give instructions that your Shares be tendered. Detailed instructions are contained in the Notice to Participants in the Hawk Corporation 401(k) Retirement Plan.

        See Section 3—"Procedures for Accepting the Offer and Tendering Shares."

Until what time may I withdraw previously tendered Shares?

        You may withdraw your previously tendered Shares at any time prior to the Expiration Time. Pursuant to Section 14(d)(5) of the Exchange Act, however, Shares may be withdrawn at any time after December 30, 2010, which is the 60th day after the date of the commencement of the Offer unless, prior to that date, the Purchaser has accepted for payment the Shares validly tendered in the Offer. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided.

        See Section 4—"Withdrawal Rights."

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How do I withdraw previously tendered Shares?

        To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, bank or other nominee, you must instruct the broker, bank or other nominee to arrange for the withdrawal of your Shares, and such broker, bank or other nominee must effectively withdraw your Shares before your withdrawal rights expire.

        See Section 4—"Withdrawal Rights."

Will the tender offer be followed by a merger if all of the Shares are not tendered in the Offer?

        Yes. If we accept for payment and pay for such number of Shares that constitute at least a majority of the Shares on a fully diluted basis, we expect to effect our Merger with and into Hawk. If that Merger occurs, all of the then outstanding Shares, other than those subject to appraisal rights, will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, net to the seller in cash, without interest, less any applicable withholding taxes.

If I decide not to tender, how will the Offer affect my Shares?

        If you decide not to tender your Shares and the Merger occurs, you will subsequently receive the same amount of cash per Share that you would have received had you tendered your Shares in the Offer, without interest. Therefore, if the Merger occurs, unless you validly exercise appraisal rights in connection with the Merger, the only difference to you between tendering your Shares and not tendering your Shares is that you will be paid earlier if you tender your Shares. If you decide not to tender your Shares in the Offer and we accept for payment the tendered Shares, but the Merger does not occur, you will remain a stockholder of Hawk. However, if the Offer is consummated but the Merger is not consummated, the number of Hawk's stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as described below, Hawk may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies.

        If we acquire 90% or more of the Shares in the Offer, we intend to effect the Merger without any further action by the other stockholders of Hawk. If we acquire more than 75% but less than 90% of the Shares in the Offer, we intend to exercise our Top-Up Option (as described below), and thereafter intend to effect the Merger without any further action by the other stockholders of Hawk.

        See the "Introduction" to this Offer to Purchase and Section 7—"Certain Effects of the Offer."

What is the market value of my Shares as of a recent date?

        On October 14, 2010, the trading day immediately prior to the public announcement of the execution of the Merger Agreement, the reported closing sales price of the Shares on the NYSE Amex was $49.01. On October 29, 2010, the last full trading day prior to the commencement of the Offer, the reported closing sales price of the Shares on the NYSE Amex was $49.83. We encourage you to obtain a recent quotation for Shares before deciding whether to tender your Shares in the Offer.

        See Section 6—"Price Range of the Shares; Dividends."

What is the "Top-Up Option" and when will it be exercised?

        Under the Merger Agreement, if we acquire at least 75%, but do not acquire at least 90%, of the outstanding Shares after our acceptance of Shares pursuant to the Offer, we have the option, subject to

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certain limitations, to purchase from Hawk a number of newly issued Shares sufficient to cause us to own one Share more than 90% of the Shares outstanding immediately after the exercise of such option on a fully diluted basis, at a price per Share equal to the Offer Price. We may exercise this right within two business days after the Shares are accepted for purchase in the Offer or, in the event we provide a subsequent offering period, within two business days of the expiration of the subsequent offering period, and prior to the earlier to occur of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement.

        See Section 12—"The Merger Agreement; Other Agreements—Merger Agreement—Top-Up Option" and Section 13—"Purpose of the Offer; Plans for Hawk—Short-Form Merger."

Will I have appraisal rights in connection with the Offer?

        No appraisal rights will be available to you in connection with the Offer. However, if we accept Shares in the Offer, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. For the avoidance of doubt, Parent, the Purchaser and Hawk have acknowledged and agreed that, in any appraisal proceeding described herein, the fair value of the Shares subject to the appraisal proceeding should be determined without regard to the top-up option, any Shares issued pursuant to the top-up option or any promissory note delivered by the Purchaser to Hawk in payment for Shares issued pursuant to the top-up option.

        See Section 17—"Appraisal Rights."

What will happen to my stock options in the Offer?

        The Offer is made only for Shares and is not made for any stock options to purchase Shares. Pursuant to the Merger Agreement, at the effective time of the Merger, each holder of an option to purchase Shares has executed a consent acknowledging that each outstanding option to purchase Shares that is outstanding and unexercised at such time (whether vested or unvested, exercisable or unexercisable) will be terminated and canceled without any action on the part of the holder of any option in consideration for the right to receive, as soon as practicable following the effective time of the Merger, an amount in cash equal to the net amount of (i) the product of (A) the excess, if any, of the Offer Price over the exercise price per share of such Option, multiplied by (B) the number of shares subject to such Option, less (ii) any applicable withholding taxes.

        See Section 12—"The Merger Agreement; Other Agreements—Merger Agreement—Treatment of Options."

What will happen to my restricted stock in the Offer?

        Vested shares of restricted stock may be tendered in the Offer. At the effective time of the Merger, each outstanding unvested share of restricted stock will be vested and no longer subject to restrictions and will be canceled and be converted into, and constitute the right to receive, an amount in cash per share equal to the Offer Price, without interest, less any applicable withholding taxes.

        See Section 12—"The Merger Agreement; Other Agreements—Merger Agreement—Treatment of Restricted Shares."

If the Offer is completed, will Hawk continue as a public company?

        No. Following the purchase of Shares in the Offer, we expect to consummate the Merger. If the Merger takes place, Hawk no longer will be publicly owned. Even if the Merger does not take place, if

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we purchase all of the tendered Shares, there may be so few remaining stockholders and publicly held Shares that Hawk's common stock will no longer be eligible to be traded through the NYSE Amex or any other securities exchange, there may not be an active public trading market for Hawk common stock and Hawk may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies.

        See Section 7—"Certain Effects of the Offer" and Section 13—"Purpose of the Offer; Plans for Hawk."

What are the material United States federal income tax consequences of tendering Shares?

        The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will generally be long-term capital gain or loss if you have held the Shares for more than one year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger.

        See Section 5—"Certain United States Federal Income Tax Consequences" for a more detailed discussion of the material U.S. federal tax consequences of tendering Shares in the Offer.

We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger, including the application and effect of any state, local or foreign income and other tax laws.

Who should I call if I have questions about the Offer?

        You may call D.F. King & Co., Inc. at (800) 659-5550 or (212) 269-5550. D.F. King & Co., Inc. is acting as the information agent for the Offer and Citigroup Global Markets Inc. is acting as the dealer manager for the Offer.

        See the back cover of this Offer to Purchase for additional contact information.

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To the Holders of Shares of Class A Common Stock of Hawk Corporation:

INTRODUCTION

        HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), is offering to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share, of Hawk Corporation (the "Company Common Stock"), a Delaware corporation ("Hawk"), including the associated preferred share purchase rights (the "Rights" and together with the Company Common Stock, the "Shares") issued pursuant to the Amended and Restated Rights Agreement dated as of January 4, 2008, as amended, between Hawk and Computershare Trust Company, N.A. (the "Rights Agreement"), at a purchase price of $50.00 per Share (the "Offer Price"), net to the seller in cash, without interest, less applicable withholding taxes, on the terms and subject to the conditions set forth in this Offer to Purchase, dated November 1, 2010 (which, together with any amendments and supplements thereto, collectively constitute this "Offer to Purchase"), and in the related letter of transmittal (as it may be amended or supplemented, the "Letter of Transmittal") (which, together with this Offer to Purchase, constitute the "Offer").

        We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time, the "Merger Agreement"), among Parent, the Purchaser and Hawk. The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer and subject to certain conditions specified in this Offer to Purchase, the Purchaser will be merged with and into Hawk (the "Merger") with Hawk continuing as the surviving corporation and wholly owned by Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Hawk or owned by the Purchaser, Parent or any wholly owned subsidiary of Parent or of Hawk immediately prior to the Effective Time, which will be canceled and retired and will cease to exist without any conversion thereof and no payment or distribution will be made with respect thereto, or (ii) by stockholders who validly exercise their appraisal rights in connection with the Merger as described in Section 17—"Appraisal Rights"), will be canceled and converted into the right to receive an amount in cash per Share equal to the Offer Price, without interest, less applicable withholding taxes. The Merger Agreement is more fully described in Section 11—"The Merger Agreement; Other Agreements," which also contains a discussion of the treatment in the Merger of Hawk stock options and restricted stock.

        Tendering stockholders who are record owners of their Shares and who tender directly to Citibank, N.A. (the "Depositary") will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Certain stockholders (including corporations) generally are not subject to backup withholding. To avoid backup withholding, stockholders that do not otherwise establish an exemption should complete and return the substitute Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Stockholders who hold their Shares through a broker, bank or other nominee should consult such institution as to whether it charges service fees or commissions to tender. We will pay all charges and expenses of the Depositary, D.F. King & Co., Inc. (the "Information Agent") and Citigroup Global Markets Inc. (the "Dealer Manager") incurred in connection with the Offer. See Section 18—"Fees and Expenses."

The board of directors of Hawk (the "Hawk Board") and a special committee thereof consisting solely of independent directors (the "Special Committee") have each unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable to, fair to and in the best interests of Hawk's stockholders. The Special

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Committee unanimously recommended that the Hawk Board (i) approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommend to Hawk's stockholders that they accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger. The Hawk Board, based upon, among other things, the recommendation of the Special Committee, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommends that Hawk's stockholders accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger.

A description of the reasons for the positions taken by the Hawk Board with respect to the Offer and the Merger is set forth in Hawk's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being mailed to you together with this Offer to Purchase.

        The Offer is conditioned upon, among other things, the Merger Agreement not being terminated in accordance with its terms and (i) there having been validly tendered and not withdrawn that number of Shares that, together with any other Shares then owned by Parent or the Purchaser, would represent at least a majority of the issued and outstanding Shares on a fully diluted basis (the "Minimum Tender Condition"), (ii) Hawk having redeemed all of Hawk's Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there being no outstanding shares of the Series D Preferred Stock, (iii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the "HSR Act"), applicable to the purchase of Shares pursuant to the Offer having expired or been terminated, and (iv) any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transactions contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, having been obtained or being in full force and effect or having expired, as applicable. The Offer also is subject to other conditions as described in this Offer to Purchase. See Section 15—"Certain Conditions of the Offer." There is no financing condition to the Offer.

        Hawk has advised Parent that Harris Williams & Co. ("Harris Williams"), Hawk's financial advisor, rendered its opinion to the Special Committee to the effect that, as of October 14, 2010, and based upon and subject to the assumptions, limitations and qualifications set forth therein, and other matters Harris Williams considered relevant, the consideration to be received by the holders of Shares in the Offer and the Merger is fair, from a financial point of view, to such holders (other than Shares owned by Hawk, executive officers and directors of Hawk or Shares as to which dissenters' rights will be perfected at the closing of the Merger). Hawk has advised Parent that in the course of reaching its determination to recommend the Merger Agreement, the Offer, the Merger and the transactions contemplated by the Merger Agreement, the Special Committee considered a number of factors, including the opinion of Harris Williams. The full text of the written opinion of Harris Williams, dated as of October 14, 2010, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, will be attached as an annex to the Schedule 14D-9 to be filed with the Securities and Exchange Commission (the "SEC") and mailed to Hawk's stockholders together with this Offer to Purchase. Harris Williams provided its opinion solely for the information and assistance of the Special Committee in connection with its consideration of the Offer and the Merger. The opinion of Harris Williams does not constitute a recommendation as to whether or not you should tender Shares in connection with the Offer or how you should vote with respect to the adoption of the Merger Agreement or any other matter.

        Upon the time at which Shares are first accepted pursuant to the Offer (the "Acceptance Time") and subject to applicable laws and NYSE Amex ("AMEX") rules applicable to Hawk, the Merger Agreement provides that the Purchaser will be entitled to designate the number of directors on the Hawk Board as will give the Purchaser representation on the Hawk Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number

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of directors on the Hawk Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (a) the number of Shares beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) by Parent and the Purchaser bears to (b) the total number of Shares that are then issued and outstanding. At such time, Hawk will also, upon Parent's request, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Hawk Board on (i) each committee of the Hawk Board and (ii) each board of directors (or similar body) of each Hawk subsidiary and each committee of such board.

        Parent has yet to determine whether it will exercise such rights, but if it does, such designees will likely be directors or officers of Parent or the Purchaser. We expect that such representation on the Hawk Board, committees and subsidiary boards would permit us to exert substantial influence over Hawk's conduct of its business and operations. If Parent elects to exercise such rights, prior to the Effective Time, the approval of a majority of the directors of Hawk then in office who were not designated by Parent or the Purchaser will be required for certain actions related to the Merger Agreement, including the amendment or termination of the Merger Agreement, any extension of time by Hawk for performance of any obligations thereunder by Parent or the Purchaser or the waiver of any conditions thereunder. The Purchaser currently intends, as soon as possible after consummation of the Offer, to consummate the Merger pursuant to the Merger Agreement. Following the Merger, the directors of the Purchaser will be the directors of Hawk.

        Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of stockholders of Hawk, if required by Delaware law. Assuming the prior redemption in full of the Series D Preferred Stock pursuant to the Merger Agreement, under Delaware law, the affirmative vote of a majority of the outstanding Company Common Stock is the only vote of any class or series of Hawk's capital stock that would be necessary to adopt the Merger Agreement at any required meeting of Hawk's stockholders. As a result, if the Minimum Tender Condition is met and we accept Shares in the Offer, we may have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Hawk. In addition, Delaware law provides that, if a corporation owns at least 90% of the outstanding shares of each class of stock of a subsidiary corporation entitled to vote on a merger, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer or the expiration of any subsequent offering period, the Purchaser owns at least 90% of the outstanding Shares (including Shares issued pursuant to the Top-Up Option, as defined below), Parent may take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of Shares, in accordance with Section 253 of the Delaware General Corporation Law (as amended, the "DGCL").

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

THE TENDER OFFER

1.     Terms of the Offer

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment, and promptly pay for, all Shares validly tendered at or prior to the Expiration Time and not validly withdrawn as permitted under Section 4—"Withdrawal Rights." The term "Expiration Time" means 12:00 midnight, New York City time, at the end of the day on Tuesday, November 30, 2010, unless we, in accordance with the Merger Agreement, extend the period during which the Offer is open, in which

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event the term "Expiration Time" means the latest time and date at which the Offer, as so extended, expires.

        The Offer is conditioned upon, among other things, the Merger Agreement not being terminated in accordance with its terms, and (i) the Minimum Tender Condition being satisfied, (ii) Hawk having redeemed all of Hawk's Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there being no outstanding shares of Series D Preferred Stock, (iii) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer having expired or been terminated, (iv) any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transactions contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, having been obtained or being in full force and effect or having expired, as applicable, and (v) the other conditions described in Section 15—"Certain Conditions of the Offer" being satisfied.

        If each condition to the Offer (other than conditions which by their nature are to be satisfied at the closing of the Offer) is not satisfied or (to the extent waivable) waived by Parent or the Purchaser prior to December 24, 2010 (the "Outside Date"), then the Purchaser must extend the Offer for one or more periods until such time as all conditions to the Offer are satisfied; provided that the Purchaser will not be required to extend the Offer beyond the Outside Date.

        In addition, we may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or AMEX applicable to the Offer.

        We expressly reserve the right to waive any condition to the Offer or modify the terms of the Offer, except that we cannot, without Hawk's consent, (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any of the conditions to the Offer in a manner adverse to the holders of Shares, (v) extend the Expiration Time (except as expressly provided in the Merger Agreement), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares. Any extension, delay, termination or amendment of the Offer will be followed promptly by a public announcement thereof in accordance with Rule 14e-1(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—"Withdrawal Rights." However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

        If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required under the Exchange Act. During any such extension, all Shares previously validly tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. Subject to applicable law, and without limiting the manner in which we may

12

choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service.

        If, on or before the Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. As of the date of this Offer to Purchase, the Purchaser has no intention to increase the Offer Price.

        We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer have not been satisfied or upon the occurrence of any of the events set forth in Section 15—"Certain Conditions of the Offer." Under certain circumstances, we may terminate the Merger Agreement and the Offer.

        If, after the expiration of the Offer, fewer than 90% of the issued and outstanding Shares are accepted for payment pursuant to the Offer, then the Purchaser may, and at the request of Hawk, will, and upon any such request of Hawk, Parent will cause the Purchaser to, provide for a "Subsequent Offering Period" in accordance with Rule 14d-11 under the Exchange Act. A Subsequent Offering Period is different from an extension of the Offer. A Subsequent Offering Period, if included, will be an additional period of not less than three business days beginning on the next business day following the then scheduled Expiration Time. Shares tendered during a Subsequent Offering Period may not be withdrawn. If we elect to provide for a Subsequent Offering Period, we will immediately accept and promptly pay for all Shares that were validly tendered during the initial offering period. We will immediately accept and promptly pay for any Shares tendered during the Subsequent Offering Period.

        Other than as may be required by the terms of the Merger Agreement, we do not currently intend to provide a Subsequent Offering Period for the Offer, although we reserve the right to do so. If we elect to provide or extend any Subsequent Offering Period, a public announcement will be made promptly after the day on which the Offer was scheduled to expire in accordance with Rule 14d-11(d) under the Exchange Act.

        Under the Merger Agreement, if we acquire at least 75%, but do not acquire at least 90%, of the outstanding Shares in the Offer after our acceptance of Shares pursuant to the Offer, we have the option, subject to certain limitations, to purchase from Hawk a number of newly issued Shares sufficient to cause us to own one share more than 90% of the Shares outstanding immediately after the exercise of such option on a fully diluted basis, at a price per Share equal to the Offer Price. We may exercise this right within two business days after the Acceptance Time or, in the event we provide a subsequent offering period, within two business days of the expiration of the subsequent offering period, and prior to the earlier to occur of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement. We refer to this option as the "Top-Up Option".

        Hawk has provided us with Hawk's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on Hawk's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing.

2.     Acceptance for Payment and Payment for Shares

        Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15—"Certain Conditions of the Offer," we will accept for payment and promptly pay for Shares validly tendered and not validly withdrawn pursuant to the Offer at or prior to the Expiration Time. If we commence a Subsequent Offering Period in connection with the Offer, we will immediately accept for

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payment and promptly pay for all additional Shares tendered during such Subsequent Offering Period, subject to and in compliance with the requirements of Rule 14d-11 under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any other applicable federal, state or foreign statute, rule, regulation, order, decree, administrative or judicial doctrine or other law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, lessening of competition or foreign investment. See Section 16—"Certain Legal Matters; Regulatory Approvals."

        In all cases, including for Shares tendered during any Subsequent Offering Period, we will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares," (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

        The term "Agent's Message" means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant.

        For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer.

        Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4—"Withdrawal Rights" and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will we pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment.

        If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedure set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares," such Shares will be credited to an account maintained at DTC), promptly following the termination or withdrawal of the Offer.

3.     Procedures for Accepting the Offer and Tendering Shares

        Valid Tenders.    In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed,

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together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (ii) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Time. Alternatively, a stockholder may be able to validly tender such stockholder's Shares by completing and returning the Notice of Guaranteed Delivery using the procedures set forth below.

        Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's account at DTC in accordance with DTC's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time. Delivery of documents to DTC does not constitute delivery to the Depositary.

        Guaranteed Delivery.    If you wish to tender Shares in the Offer and the Share Certificates are not immediately available or time will not permit all required documents to reach the Depositary on or before the Expiration Time or the procedures for book-entry transfer cannot be completed on or before the Expiration Time, your Shares may nevertheless be tendered if you comply with all of the following guaranteed delivery procedures:

•

your tender is made by or through an Eligible Institution (as defined below);

•

the Depositary receives, as described below, a properly completed and signed Notice of Guaranteed Delivery on or before the Expiration Time, substantially in the form made available by the Purchaser; and

•

the Depositary receives the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any other documents required by the Letter of Transmittal within three AMEX trading days after the date of execution of the Notice of Guaranteed Delivery.

        Delivery of the Notice of Guaranteed Delivery may be made by mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution (as defined below) in the form set forth in the Notice of Guaranteed Delivery.

        Signature Guarantees.    No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's system whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing in the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a

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Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name of a person other than the registered holder, then the Share Certificate must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name of the registered holder appears on the Share Certificate, with the signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

        Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary's account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

        For Shares to be validly tendered during a Subsequent Offering Period, if any, you must comply with the foregoing procedures, except that required documents and Share Certificates must be received during the Subsequent Offering Period.

        Hawk Corporation 401(k) Retirement Plan.    The description of the procedures for tendering Shares in this Section 3—"Procedures for Accepting the Offer and Tendering Shares" does not apply to Shares held through the Hawk Corporation 401(k) Retirement Plan. If you hold Shares through the Hawk Corporation 401(k) Retirement Plan, you must contact Ellen Philip Associates, Inc. and give instructions that these shares be tendered. Detailed instructions are contained in the Notice to Participants in the Hawk Corporation 401(k) Retirement Plan.

        Determination of Validity.    We will interpret, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, subject to the right of any party to seek judicial review in accordance with applicable law. No such determination shall be deemed to be final and binding on the parties unless such determination has been finally determined by a court of competent jurisdiction, with respect to which all appeals have been taken or waived. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other

16

stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of the Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. We will interpret, in our sole discretion, the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto), subject to the right of any party to seek judicial review in accordance with applicable law. No such determination shall be deemed to be final and binding on the parties unless such determination has been finally determined by a court of competent jurisdiction, with respect to which all appeals have been taken or waived.

        Appointment.    By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of the Purchaser as such stockholder's attorney-in-fact and proxy in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Hawk's stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders.

        Information Reporting and Backup Withholding.    Payments made to stockholders of Hawk in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding. To avoid backup withholding, stockholders that do not otherwise establish an exemption should complete and return the substitute Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service ("IRS"). Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

4.     Withdrawal Rights

        Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable.

        Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after December 30, 2010, which is the 60th day after the date of the commencement of the Offer.

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        For a withdrawal to be effective, a written or facsimile notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

        Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—"Procedures for Accepting the Offer and Tendering Shares" at any time prior to the Expiration Time.

        No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period. In addition, no withdrawal rights will apply during a Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1—"Terms of the Offer."

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, subject to the right of any party to seek judicial review in accordance with applicable law. No such determination shall be deemed to be final and binding on the parties unless such determination has been finally determined by a court of competent jurisdiction, with respect to which all appeals have been taken or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.     Certain United States Federal Income Tax Consequences

        The following is a summary of the material United States federal income tax consequences of the Offer and the Merger to stockholders of Hawk whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This discussion is for general information only and does not purport to consider all aspects of United States federal income taxation that might be relevant to stockholders of Hawk. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with a retroactive effect. The discussion applies only to stockholders of Hawk in whose hands Shares are capital assets within the meaning of Section 1221 of the Code. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered as to the tax consequences of the Offer and the Merger. This discussion does not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to certain types of stockholders (including, without limitation, insurance companies, tax-exempt organizations, financial institutions, regulated investment companies, partnerships, S-corporations, and other pass-through entities and broker-dealers) which may be subject to special rules under the Code. This discussion does not discuss the United States federal income tax consequences to any stockholder of Hawk who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust, or a U.S. holder having a functional currency other than the U.S. dollar, nor does it consider the effect of

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any federal estate or gift tax laws or foreign, state or local tax laws. This discussion also does not address tax considerations that may be relevant to stockholders of Hawk in light of their particular circumstances, such as holding Shares as part of a straddle, hedge, conversion, or constructive sale transaction, an integrated investment or other risk-reduction transaction. This discussion does not address the United States federal income tax consequences to a stockholder who receives Merger consideration as the result of the vesting and/or the deemed exercise of stock options or warrants or as the result of the vesting of restricted stock. If a partnership holds the Shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors regarding the tax consequences of the Offer and the Merger.

Because individual circumstances may differ, each stockholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax effects of the Offer and the Merger on a beneficial holder of Shares, including the application and effect of the alternative minimum tax and any state, local and foreign tax laws and of changes in such laws.

        The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received for the Shares and the stockholder's adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same price per share in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the stockholder's holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. Long-term capital gains recognized by a non-corporate stockholder upon a disposition of a Share generally will be eligible for reduced United States federal income tax rates. In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a stockholder's capital losses.

        In general, Hawk stockholders who exercise appraisal rights will also recognize gain or loss. Any holder considering exercising statutory appraisal rights should consult his, her or its own tax advisor.

        A stockholder whose Shares are purchased in the Offer or exchanged for cash pursuant to the Merger is subject to information reporting and may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3—"Procedures for Accepting the Offer and Tendering Shares."

6.     Price Range of the Shares; Dividends

        The Shares currently trade on AMEX under the symbol "HWK." Hawk has advised Parent and the Purchaser that, as of the close of business on October 29, 2010, there were 7,759,063 Shares outstanding (including 10,000 restricted shares) and options to purchase 610,920 Shares.

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        The following table sets forth, for the periods indicated, the high and low sale prices per Share for each quarterly period indicated, as reported by AMEX based on published financial sources.

	High		Low
Year Ended December 31, 2008
First Quarter	$	21.00	$	14.85
Second Quarter	$	19.10	$	15.00
Third Quarter	$	25.63	$	15.20
Fourth Quarter	$	21.07	$	10.15
Year Ended December 31, 2009
First Quarter	$	19.00	$	8.50
Second Quarter	$	17.49	$	11.12
Third Quarter	$	15.80	$	13.02
Fourth Quarter	$	18.57	$	13.50
Year Ended December 31, 2010
First Quarter	$	21.54	$	16.79
Second Quarter	$	26.18	$	19.60
Third Quarter	$	45.77	$	26.26
Fourth Quarter (through October 29, 2010)	$	50.26	$	43.19

        On October 14, 2010, the trading day immediately prior to the public announcement of the execution of the Merger Agreement, the reported closing sales price of the Shares on AMEX was $49.01. On October 29, 2010, the last full trading day prior to the commencement of the Offer, the reported closing sales price of the Shares on AMEX was $49.83. According to Hawk's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Hawk has not declared or paid a dividend on the Shares in the past two years and Hawk currently intends to retain earnings to reinvest for future operations and growth of its business and does not anticipate paying any cash dividends on its common stock. In addition, the Merger Agreement provides that, except for any dividends with respect to Hawk's Series D Preferred Stock, from the date of the Merger Agreement to the time at which Shares are first accepted pursuant to the Offer, Hawk will not, and will not permit any of its subsidiaries to (i) make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on, any shares of its capital stock, other than dividends from wholly owned Hawk subsidiaries to it or another of its wholly owned Hawk subsidiaries or (ii) directly or indirectly adjust, split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock. Stockholders are urged to obtain a current market quotation for the Shares.

7.     Certain Effects of the Offer

        Market for the Shares.    The purchase of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

        Stock Quotation.    Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on AMEX. The rules of AMEX establish certain criteria that, if not met, could lead to the discontinuance of listing of the Shares from AMEX. Among such criteria are the number of stockholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of AMEX for

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continued listing and the listing of the Shares is discontinued, the market for the Shares would be adversely affected.

        If AMEX were to delist the Shares (Parent, the Purchaser, and Hawk have agreed pursuant to the Merger Agreement to cooperate in taking all actions necessary to delist the Shares), it is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges) or in a local or regional over-the-counter market. The extent of the public market for the Shares would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, and the possible termination of registration of the Shares under the Exchange Act.

        Margin Regulations.    The Shares are currently "margin securities" under the Regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

        Exchange Act Registration.    The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Hawk to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Hawk to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Hawk, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of Hawk and persons holding "restricted securities" of Hawk to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for stock exchange listing. We intend and will cause Hawk to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger.

8.     Certain Information Concerning Hawk

        Except as specifically set forth herein, the information concerning Hawk contained in this Offer to Purchase has been taken from or is based upon information furnished by Hawk or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to Hawk's public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue. However, we do not assume any responsibility for the accuracy or completeness of the information concerning Hawk, whether furnished by Hawk or contained in such documents and records, or for any failure by Hawk to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us.

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        General.    Hawk is a Delaware corporation with its principal offices at 200 Public Square, Suite 1500, Cleveland, Ohio, 44114, and its telephone number is (216) 861-3553. The following description of Hawk and its business has been taken from Hawk's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and is qualified in its entirety by reference to such Form 10-K. Hawk is a leading supplier of friction products for industrial, aircraft, agricultural and performance applications. Hawk focuses on designing, manufacturing and marketing products requiring sophisticated engineering and production techniques for applications in markets in which Hawk has achieved a significant market share. Hawk's friction products include parts for brakes, clutches and transmissions used in construction and mining vehicles, agricultural vehicles, trucks, motorcycles and race cars, and brake parts for landing systems used in commercial and general aviation. Hawk's friction products typically provide the wear surface in a brake or clutch application which is highly engineered to perform in a given application. They are principally made from proprietary formulations and designs of composite materials and metal powders. Hawk also manufactures fuel cell components.

        Available Information.    The Shares are registered under the Exchange Act. Accordingly, Hawk is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Hawk's directors and officers, their remuneration, stock options granted to them, the principal holders of Hawk's securities, any material interests of such persons in transactions with Hawk and other matters is required to be disclosed in proxy statements, the most recent one having been filed with the SEC on April 16, 2010. Such information also will be available in Hawk's Solicitation/Recommendation Statement on Schedule 14D-9 and the Information Statement annexed thereto. Such reports, proxy statements and other information are available for inspection at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at the address above. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants, including Hawk, that file electronically with the SEC.

        Projections.    In connection with Parent's due diligence review of Hawk, Hawk provided to Parent Hawk management's internal non-public five-year financial forecasts regarding Hawk's anticipated future operations (the "Original Projections"). In September 2010 and October 2010, Hawk revised and updated the Original Projections as actual results for the third quarter became available and updated forecasts for the fourth quarter became available, resulting in corresponding changes to the assumptions underlying such projections (together with the Original Projections, the "Projections") and provided such updated and revised projections to Parent.

        The Projections were prepared by, and are the responsibility of, Hawk's executive management. It is Parent's understanding that the Projections were not prepared with a view toward public disclosure, and, accordingly, they do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles ("GAAP") and Hawk's independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the Projections and does not express an opinion or any form of assurance related thereto. Parent has included below a summary of the Projections only because Hawk made them available to Parent in connection with Parent's due diligence review of Hawk.

        Hawk has advised Parent that the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of Hawk's executive management. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions (not all of which were provided to Parent) upon which the Projections were based

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necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult to predict and many of which are beyond Hawk's control. The Projections also reflect assumptions (not all of which were provided to Parent) as to certain business decisions that are subject to change. Important factors that may affect actual results and result in the Projections not being achieved are described in Hawk's annual report on Form 10-K for the year ended December 31, 2009, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.

        There can be no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections in this Offer to Purchase should not be regarded as an indication that Parent, the Purchaser, Hawk or any of their affiliates, advisors or representatives considered or consider the Projections to be necessarily predictive of actual future events, and the Projections should not be relied upon as such. Neither Parent, the Purchaser, Hawk nor any of their affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from the Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. None of Parent, the Purchaser or Hawk intends to make publicly available any update or other revision to the Projections, except as otherwise required by law. Neither Parent, the Purchaser, Hawk nor any of their affiliates, advisors, officers, directors or representatives has made or makes any representation to any Hawk stockholder or other person regarding the ultimate performance of Hawk compared to the information contained in the Projections or that the Projections will be achieved. Hawk has made no representation to Parent or Purchaser, in the Merger Agreement or any other agreement, concerning the Projections.

        In light of the foregoing factors and the uncertainties inherent in the Projections, investors are cautioned not to place undue, if any, reliance on the Projections.

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        The following is a summary of the Projections:

Projected Financial Information
(dollar amounts are in millions; all amounts are approximate)

		Year Ending December 31,
		2010		2011		2012		2013		2014
June 2010
	Net Sales	$	232.0	$	263.7	$	296.4	$	325.3	$	356.5
	Income from Operations	$	34.8	$	39.5	$	44.8	$	49.7	$	54.5
	EBITDA	$	43.0	$	47.9	$	53.8	$	59.2	$	64.3
	EBITDA Adjusted(1)	$	49.9	$	55.0	$	61.5	$	67.2	$	72.6
September 2010
	Net Sales	$	246.3		—		—		—		—
	Income from Operations	$	38.8		—		—		—		—
	EBITDA	$	46.8		—		—		—		—
	EBITDA Adjusted(1)	$	54.9		—		—		—		—
October 2010
	Net Sales	$	251.3	$	278.2	$	305.3	$	333.6	$	364.1
	Income from Operations	$	40.4	$	44.7	$	49.2	$	54.3	$	59.2
	EBITDA	$	48.4	$	53.2	$	58.1	$	63.6	$	68.9
	EBITDA Adjusted(1)	$	56.5	$	60.2	$	65.8	$	71.7	$	77.3

(1)

Excludes certain non-recurring expenses such as (i) fees and expenses associated with operating a publicly traded company, (ii) expenses with respect to Messrs. Weinberg and Harbert, (iii) salary and benefit expenses, (iv) legal expenses related to current litigation, (v) dues, subscriptions and other charitable contributions, (vi) expenses associated with Hawk's corporate office, and (vii) expenses associated with corporate aircraft.

9.     Certain Information Concerning Parent and the Purchaser

        Parent is a Delaware corporation with its principal executive offices located at 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina, 28277. Parent's telephone number is (704) 501-1100. Parent manufactures and distributes a wide variety of products across a broad range of industries, including, among others, roofing, construction, trucking, foodservice, industrial equipment, outdoor power equipment and aircraft manufacturing. Parent markets its products as a component supplier to original equipment manufacturers, distributors, as well as directly to end-users.

        The Purchaser's principal executive offices are located at 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina, 28277. The Purchaser's telephone number is (704) 501-1100. The Purchaser is a newly formed Delaware corporation and a wholly owned subsidiary of Parent. The Purchaser was formed for the purpose of making the Offer and has not conducted, and does not expect to conduct, any business other than in connection with the Offer and the Merger.

        The name, business address, business phone number, citizenship, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years for each director and executive officer of Parent and the Purchaser and certain other information are set forth in Schedule I to this Offer to Purchase.

        Except as described in this Offer to Purchase, as of the date of this Offer to Purchase: (i) none of Parent, the Purchaser or, to the knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent, the

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Purchaser or, to the knowledge of Parent and the Purchaser, any of the persons so listed, beneficially owns any equity securities of Hawk, (ii) none of Parent, the Purchaser or, to the knowledge of Parent and the Purchaser, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries has effected any transaction in the Shares during the past 60 days, (iii) none of Parent, the Purchaser or, to the knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with respect to any securities of Hawk, (iv) there have been no transactions that would require reporting under the rules and regulations of the SEC applicable to the Offer between Parent, the Purchaser or any of their respective subsidiaries or, to the knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Hawk or any of its executive officers, directors or affiliates, on the other hand, and (v) there have been no contacts, negotiations or transactions between Parent, the Purchaser or any of their respective subsidiaries or, to the knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Hawk or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

        None of the persons listed in Schedule I to this Offer to Purchase has, to the knowledge of Parent or the Purchaser, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I to this Offer to Purchase has, to the knowledge of Parent or the Purchaser, during the past five years, been a party to a proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or a finding of any violation of United States federal or state securities laws.

        Available Information.    Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (as amended from time to time, the "Schedule TO"), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by the Purchaser with the SEC, are available for inspection at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at the address above. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that the Purchaser has filed electronically with the SEC.

10.   Source and Amount of Funds

        We estimate that we will need approximately $430 million to purchase all of the Shares pursuant to the Offer, to consummate the Merger and to pay estimated related transaction fees and expenses. Our obligation to accept for payment Shares tendered in the Offer is not conditioned upon obtaining financing. Parent will provide us with such funds by means of a capital contribution. We have no alternative financing arrangements or alternative financing plans. In addition to internally available cash, Parent will use funds available under its existing credit facility to cause us to have sufficient funds to complete the Offer and the Merger.

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        The Purchaser believes the financial condition of the Purchaser and Parent is not material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because (i) the Offer is being made for all outstanding Shares solely for cash, (ii) the Purchaser, through its parent company, Parent, will have sufficient funds and financial resources available to purchase all Shares validly tendered in the Offer or acquired in the Merger, (iii) the Offer is not subject to any financing condition and (iv) if the Purchaser consummates the Offer, the Purchaser will acquire any remaining Shares for the same cash price in the Merger.

11.   Background of the Offer; Past Contacts or Negotiations with Hawk

        As part of a continuous evaluation of its business and plans, Parent regularly considers a variety of strategic options and transactions. In particular, Parent has evaluated transactions consistent with its long-term strategic goals of reaching annual revenues of $5 billion and operating margins of 15%, expanding globally and producing strong free cash flows.

        From time to time, prior to Hawk's public announcement on July 1, 2010, that it had commenced a process to explore and consider its strategic alternatives, representatives of Parent and Hawk engaged in informal, general discussions about their respective businesses and the possibility of engaging in a potential transaction but these discussions never progressed beyond the preliminary discussion stage.

        On July 1, 2010, Hawk issued a press release announcing the formation of the special committee, the retention of a financial advisor, Harris Williams, by the special committee and Hawk's exploration of strategic alternatives to enhance stockholder value, including a possible sale.

        On July 6, 2010, David Roberts, Parent's Chairman and Chief Executive Officer, called Ronald E. Weinberg to express Parent's interest in acquiring Hawk. On July 7, 2010, a representative of Parent contacted representatives of Harris Williams to express Parent's interest in acquiring Hawk.

        On July 30, 2010, Parent executed and returned to Harris Williams a confidentiality agreement. Following receipt of the executed confidentiality agreement, Harris Williams delivered a copy of a confidential information memorandum to Parent.

        On August 5, 2010, members of Parent's executive management team, including Mr. Roberts, and the President of Carlisle Industrial Brake and Friction, Inc. ("CIBF"), met by telephone conference call to discuss the opportunity to acquire Hawk.

        At a telephonic meeting of Parent's board of directors held on August 6, 2010, members of Parent's executive management team, including the President of CIBF, briefed the board on the Hawk opportunity. Management summarized the strategic rationale for an acquisition of Hawk and described potential synergies. After discussion, Parent's board authorized management to submit a preliminary indication of interest for an acquisition of Hawk.

        On August 10, 2010, Parent submitted a preliminary indication of interest for the acquisition of Hawk at a price of $35.00 per Share in cash.

        On August 11 and 12, 2010, representatives of Harris Williams contacted Parent to discuss Parent's preliminary indication of interest. Harris Williams indicated to Parent that its bid was in the lower quartile of all bids received and that, unless Parent increased the proposed valuation in its initial indication of interest, Hawk would not likely permit Parent to continue to participate in the process.

        On August 12, 2010, Mr. Roberts communicated by e-mail with members of Parent's board of directors to update the board on the status of Parent's indication of interest and recent communications with Harris Williams. Mr. Roberts' e-mail described management's proposal to increase the proposed valuation in Parent's indication of interest and requested that the members of the board confirm that management was authorized to submit a revised indication of interest at the increased valuation level.

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By return e-mail, the members of Parent's board confirmed that management was authorized to proceed with the revised indication of interest.

        On August 13, 2010, Parent revised its initial indication of interest to $42.00 per Share in cash.

        On August 27, 2010, at the request of Harris Williams, members of Hawk's and Parent's executive management teams, including the President of CIBF, participated in a telephone conference call to discuss Parent's overall business strategy and how Hawk would fit into Parent's plans.

        On September 1, 2010, Parent was provided access to an electronic data room containing certain non-public financial, operational and other information about Hawk. Harris Williams informed Parent that it would be granted limited access to the data room to protect trade secrets and other confidential information of Hawk.

        At a meeting of Parent's board of directors held on September 9, 2010, the board received an update from management on the Hawk opportunity. Management reviewed with the board Parent's revised initial indication of interest submitted on August 13, the status of Parent's due diligence review of the materials made available in the electronic dataroom and the upcoming Hawk management presentation.

        On September 9, 2010, Harris Williams delivered to Parent a form merger agreement and bid instruction letter. The bid instruction letter instructed Parent to make a final written proposal to acquire 100% of the equity of Hawk no later than September 29, 2010. The bid instruction letter indicated that Hawk would consider such matters as it deemed appropriate in evaluating the proposed transaction, including (1) the amount and form of consideration, (2) the structure of the proposed transaction, (3) the timing of the consummation of the proposed transaction, (4) the risk of non-consummation of the proposed transaction, (5) certainty with respect to any proposed financing arrangements and the sources for such financing, and (6) changes made to the form of the merger agreement and other relevant legal considerations. Parent was also instructed to provide a mark-up of the form merger agreement, showing any changes that the bidder proposed to make, by September 27, 2010.

        On September 10, 2010, representatives of Parent attended a management presentation regarding Hawk's business by Hawk's executive management and representatives of Harris Williams.

        From September 14 through September 20, 2010, members of Parent's and CIBF's management teams and certain of their advisors visited certain of Hawk's facilities in the United States, Italy and China.

        At a telephonic meeting of Parent's board of directors held on September 23, 2010, the board received an update from management on the Hawk opportunity. Management reviewed with the board the valuation model prepared in connection with the Hawk opportunity, Hawk's recent increase in guidance for 2010 net sales and operating income, and the potential operating synergies presented by the Hawk opportunity. Management described the bid process set forth in the bid instruction letter delivered to Parent by Harris Williams. After discussion, Parent's board authorized management to submit a proposal for an acquisition of Hawk.

        On September 24, 2010, Hawk posted to the electronic data room made available to Parent a memorandum describing discussions between the Hawk board and each of Mr. Weinberg and Norman C. Harbert, Hawk's Chairman Emeritus and a Hawk director, regarding proposed amendments to the employment agreements with Messrs. Weinberg and Harbert, which would result in lower overall compensation and benefits payable to Messrs. Weinberg and Harbert.

        On September 27, 2010, Parent submitted its mark-up of the form of merger agreement in accordance with the bid instruction letter.

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        On September 29, 2010, Parent submitted a written proposal to acquire 100% of the Shares for $45.00 per Share in cash. Parent's proposal described the due diligence that it required to be completed prior to entering into the definitive merger agreement. Parent indicated that it had engaged legal counsel and other outside advisors. In its proposal, Parent estimated that it could complete its additional diligence within one week, including diligence related to the part of the electronic data room that had not yet been made available to Parent. Parent's proposal was not subject to a financing contingency. Parent's mark-up of the form of the merger agreement indicated that Parent would require, as a condition of its entry into a definitive merger agreement, (1) that each of Messrs. Weinberg, Harbert and Byron S. Krantz, Hawk's Secretary and a Hawk director, enter into tender and voting agreements in which each individual would agree to tender all shares of Company Common Stock held by him to the Offer and would consent to the redemption of the shares of Hawk's Series D Preferred Stock held by him, and (2) that each of Messrs. Weinberg and Harbert enter into an amendment to his employment agreement with Hawk on terms consistent with the memorandum previously posted to the electronic data room.

        On September 30, 2010, Parent submitted to Hawk a draft of the proposed tender and voting agreement referred to in the mark-up of the form of the merger agreement previously submitted by Parent.

        On October 1, 2010, representatives of Dorsey & Whitney LLP, legal advisors for Parent ("Dorsey"), discussed with representatives of Hawk's outside legal counsel, Kohrman Jackson & Krantz PLL ("KJK"), Parent's mark-up of the form of merger agreement and the draft tender and voting agreement submitted by Parent to Hawk.

        Between October 5 and October 6, 2010, Harris Williams contacted Parent and engaged in discussions with Parent regarding increasing the price per share and other terms of its proposal. Harris Williams informed Parent that, based on Hawk's actual results through September 2010, Hawk believed that it could achieve 2010 full year operating income of $40.4 million, an increase from its previously-disclosed range of $36.0 million to $39.0 million. Representatives of KJK had conversations with representatives of Dorsey, regarding the submitted mark-up of the form of the merger agreement.

        On October 6, 2010, Parent submitted a revised proposal to acquire 100% of the Shares for $48.00 per Share in cash.

        On October 5, 6 and 8, 2010, representatives of KJK and Hogan Lovells US LLP, Hawk's antitrust counsel, had conversations with Dorsey regarding approvals necessary under U.S. and any non-U.S. antitrust laws. Representatives of KJK also had conversations with representatives of Dorsey regarding various provisions in its mark-up of the form merger agreement, including provisions related to non-solicitation and fiduciary duties, conditions upon which the termination fee should be paid, and the offer conditions.

        On October 7, 2010, Harris Williams informed Parent of the special committee's decision not to accept the $48.00 per share proposed price. Later that day, Parent submitted to Harris Williams a revised proposal with a price of $50.00 per Share in cash. Parent's revised proposal was conditioned on it being granted an exclusive negotiating period until October 15, 2010, during which Parent would complete its remaining diligence, including review of the items in the electronic data room that it had not yet been given the opportunity to review, and Parent and Hawk would complete final negotiations of a definitive merger agreement.

        On October 8, 2010, Parent and Hawk entered into an exclusivity agreement which, among other matters, prohibited Hawk from soliciting or continuing negotiations with any other party until 9:00 a.m., Eastern Time, on October 15, 2010. Following the entry into the exclusivity letter, Hawk granted to Parent full access to Hawk's electronic data room.

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        From October 8 to October 14, 2010, Parent completed its due diligence investigation of Hawk and Hawk's executive management responded to Parent's additional due diligence requests. Representatives of KJK and Dorsey negotiated the Merger Agreement and related documentation. Parent also negotiated Tender Agreements with each of Messrs. Weinberg, Harbert and Krantz pursuant to which each individual agreed (1) to tender all of his shares of Company Common Stock in the Offer, (2) in the event a vote of Hawk's stockholders is required in furtherance of the Merger Agreement or the transactions contemplated thereby, including the Merger, to vote all of his shares of Company Common Stock (to the extent any such shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith, and (3) to consent to the redemption by Hawk of all of his shares of Hawk's Series D preferred stock. Representatives of KJK and Dorsey also negotiated the amendments to the employment agreements for Messrs. Weinberg and Harbert as entry into these agreements was a condition to Parent's execution of the Merger Agreement. In addition, representatives of KJK and Dorsey discussed and agreed upon the letter agreement for Thomas Gilbride, Hawk's Vice President and Treasurer.

        At a telephonic meeting of Parent's board of directors held on October 14, 2010, the board reviewed the proposed transaction with Hawk, including the material terms of the merger agreement, with management and Parent's advisors and authorized Parent to enter into a definitive merger agreement for the acquisition of Hawk at a price of $50.00 per Share, in cash.

        In the evening of October 14, 2010, Parent, the Purchaser and Hawk entered into the Merger Agreement. As a condition to the Merger Agreement, Messrs. Weinberg, Harbert and Krantz entered into the Tender Agreements with Parent and the Purchaser. A joint press release announcing the entry into the Merger Agreement was issued in the early morning of October 15, 2010.

        On November 1, 2010, the Purchaser commenced the Offer. During the pendency of the Offer, Parent intends to have ongoing contacts with Hawk and its directors, officers and stockholders.

12.   The Merger Agreement; Other Agreements

        Merger Agreement.    The following summary of certain provisions of the Merger Agreement is qualified by reference to the Merger Agreement itself, which is incorporated herein by reference. We have filed a copy of the Merger Agreement as an exhibit to the Schedule TO. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 9—"Certain Information Concerning Parent and the Purchaser." Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Merger Agreement. For a complete understanding of the Merger Agreement, you are encouraged to read the Merger Agreement in its entirety.

        The Offer.    The Merger Agreement provides that the Purchaser will, and Parent will cause the Purchaser to, as promptly as practicable but no event later than October 25, 2010, file with the Ohio Division of Securities a Form 041 and such other documents as may be required in accordance with Section 1701.041 of the Ohio Revised Code, and as promptly as practicable but in no event later than one business day after clearance of the Form 041 in Ohio, commence the Offer. The Purchaser's obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other conditions that are described in Section 15—"Certain Conditions of the Offer." Subject to the satisfaction of the Minimum Tender Condition and the other conditions that are described in Section 15—"Certain Conditions of the Offer," the Merger Agreement provides that the Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn in the Offer as soon as practicable after the Expiration Time.

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        The Purchaser expressly reserves the right in the Merger Agreement to waive any condition to the Offer or to modify the terms of the Offer, except that, without the prior written consent of Hawk, the Purchaser will not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any of the conditions to the Offer in a manner adverse to the holders of Shares, (v) extend the Expiration Time (except as expressly provided in the Merger Agreement), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares.

        The Merger Agreement contains provisions to govern the circumstances in which the Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that:

•

If the conditions to the Offer are not satisfied or (to the extent waivable) waived by Parent or the Purchaser, and provided that it is prior to the Outside Date, then the Purchaser must extend the Offer for one or more periods until such time as all conditions to the Offer are satisfied; provided that the Purchaser will not be required to extend the Offer beyond the Outside Date.

•

The Purchaser may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or AMEX applicable to the Offer.

        If, after the expiration of the Offer, fewer than 90% of the issued and outstanding Shares are accepted for payment pursuant to the Offer, then the Purchaser may, and at the request of Hawk, shall, and upon any such request of Hawk, Parent shall cause the Purchase to, provide for a "Subsequent Offering Period" in accordance with Rule 14d-11 under the Exchange Act. A Subsequent Offering Period, if included, will be an additional period of not less than three business days beginning on the next business day following the then-scheduled Expiration Time, during which any remaining stockholders may tender, but not withdraw, their Shares and receive the Offer Price. If the Purchaser includes a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for all Shares that were validly tendered during the initial offering period. During a Subsequent Offering Period, tendering stockholders will not have withdrawal rights, and the Purchaser will immediately accept and promptly pay for any Shares tendered during the Subsequent Offering Period.

        Top-Up Option.    Pursuant to the Merger Agreement, Hawk granted to the Purchaser an irrevocable Top-Up Option to purchase from Hawk, at a price per share equal to the Offer Price, up to the number (but not less than that number) of authorized and unissued shares of Company Common Stock equal to the number of shares of Company Common Stock that, when added to the number of Shares owned by Parent, the Purchaser or any subsidiary of Parent at the time of the exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all shares of Company Common Stock to be issued upon exercise of the Top-Up Option. The Top-Up Option may be exercised by the Purchaser, only once, at any time during the two-business day period following the Expiration Time, or if any Subsequent Offering Period is provided, during the two-business day period following the expiration date of such Subsequent Offering Period, and only if the Purchaser will own as of such time more than 75% but less than 90% of the shares of Company Common Stock outstanding; provided that, notwithstanding anything in the Merger Agreement to the contrary, the Top-Up Option will not be exercisable (i) to the extent the number of shares of Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved shares of Company Common Stock, (ii) if any judgment, ruling, order, writ, preliminary or other injunction or decree then in effect will prohibit the exercise of the Top-Up Option or the delivery of such shares of Company Common Stock, and (iii) unless Parent or the Purchaser has accepted for payment all Shares validly tendered in the Offer and not withdrawn. The Top-Up Option will terminate upon the earlier to occur of (i) the Effective Time and (ii) termination of the Merger Agreement in accordance with its terms. The exercise price for the Top-Up Option will be paid either (i) entirely in cash or (ii) by paying in cash an

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amount equal to not less than the aggregate par value of such Shares and by executing and delivering to Hawk a promissory note having a principal amount equal to the balance of such purchase price. Any such promissory note will bear interest at the rate of 3% per annum, will mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. Any dilutive impact on the value of the Shares as a result of the exercise of the Top-Up Option will not be taken into account in the determination of the fair value of the Shares.

        Hawk's Board of Directors.    Pursuant to the Merger Agreement, after the Purchaser accepts for payment Shares validly tendered in the Offer, the Purchaser will be entitled to designate such number of directors on the Hawk Board as will give the Purchaser representation on the Hawk Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Hawk Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (a) the number of Shares beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) by Parent and the Purchaser bears to (b) the total number of Shares that are then issued and outstanding, and Hawk will, at such time, use its reasonable best efforts to cause the Purchaser's designees to be so elected or appointed (in furtherance of the foregoing, if requested by Parent or the Purchaser after the time at which Shares are first accepted pursuant to the Offer but prior to the Effective Time, Hawk will use its reasonable best efforts to cause (x) a corresponding increase in the size of the Hawk Board and/or (y) a corresponding number of directors of Hawk to tender their resignations as directors, effective as of date of such request, and to deliver to Parent written evidence of such resignations). At such time, Hawk will also, upon request of Parent, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the nearest whole number) as is on the Hawk Board on (i) each committee of the Hawk Board, subject to compliance with applicable securities laws and AMEX rules, and (ii) each board of directors (or similar body) of each Hawk subsidiary and each committee of such board (or similar body); provided that with respect to the board of directors (or similar body) of Hawk subsidiaries domiciled outside of the U.S. Hawk will use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the nearest whole number) as is on the Hawk Board.

        After election or appointment of the Purchaser's designees to the Hawk Board, but prior to the Effective Time, the approval by affirmative vote or written consent of a majority of the directors of Hawk then in office who were not designated by Parent or the Purchaser will be required, in each case, for:

•

any amendment or termination of the Merger Agreement by Hawk;

•

any extension of time by Hawk for performance of any obligation or action under the Merger Agreement by Parent or the Purchaser;

•

any waiver or exercise of any of Hawk's rights under the Merger Agreement;

•

any amendment of Hawk's certificate of incorporation or bylaws; or

•

any action that would prevent or materially delay the consummation of the Merger.

        The Merger.    The Merger Agreement provides that, upon and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time:

•

the Purchaser will be merged with and into Hawk, and the separate existence of the Purchaser will cease; and

•

Hawk will continue as the surviving corporation of the Merger (the "Surviving Corporation").

        At the Effective Time, (i) the certificate of incorporation of Hawk, as in effect immediately prior to the Effective Time, will be the certificate of incorporation of the Surviving Corporation and (ii) the

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bylaws of Hawk, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation.

        The obligations of the parties to complete the Merger are subject to the satisfaction or (to the extent permitted by law) waiver of each of the following conditions:

•

the Merger having been approved by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon (the "Stockholder Approval"), if required by applicable law to approve the Merger;

•

no federal, state, local or foreign governmental or regulatory authority having enacted, issued, promulgated, enforced or entered any law, rule, regulation, injunction, order, decree or ruling (whether temporary, preliminary or permanent) that is in effect and has the effect of making the acquisition of Shares by Parent or the Purchaser or any affiliate of either of them illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by the Merger Agreement; and

•

the Purchaser having previously accepted for payment all Shares properly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition will be deemed to be satisfied with respect to the obligation of Parent and the Purchaser to effect the Merger if the Purchaser fails to accept for payment the Shares pursuant to the Offer in violation of the terms of the Offer or the Merger Agreement.

        Conversion of Capital Stock.    At the Effective Time:

•

each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with the following bullet point and other than Shares held by a holder who exercises appraisal rights with respect to the Shares) will be converted automatically into the right to receive an amount in cash per share equal to the Offer Price without interest (the "Merger Consideration");

•

each Share held in the treasury of Hawk and each Share owned by the Purchaser, Parent or any wholly owned subsidiary of Parent or of Hawk immediately prior to the Effective Time will be canceled and retired and will cease to exist, without any conversion thereof and no payment or distribution will be made with respect thereto; and

•

each share of the Purchaser's capital stock will be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

        After the Effective Time, the Shares will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of a certificate representing any such Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate.

        Treatment of Options.    At the Effective Time, each outstanding option to purchase Shares that is outstanding and unexercised at such time (whether vested or unvested, exercisable or unexercisable) will be terminated and canceled without any action on the part of the holder of any option in consideration for the right to receive, as soon as practicable following the Effective Time, an amount in cash equal to the net amount of (i) the product of (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (B) the number of shares subject to such Option, less (ii) any income or employment tax required to be withheld under any applicable state, local, or foreign tax laws or any other applicable law. Hawk shall make the payments in respect of the Options no later than five Business Days, following the cancellation of such Options and delivery to Hawk by each holder thereof of the agreements reflecting such cancelled Options (or such other satisfactory documentation as mutually agreed by Hawk and the Purchaser).

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        Restricted Stock.    At the Effective Time, each outstanding unvested share of restricted stock will be vested and no longer subject to restrictions and will be canceled and be converted into, and constitute the right to receive, the Merger Consideration, less any income or employment tax required to be withheld under any applicable state, local, or foreign tax laws or any other applicable law.

        Merger Without a Meeting of Stockholders; Stockholders' Meeting.    If, following the Offer and any Subsequent Offering Period and the exercise, if any, of the Top-Up Option, Parent and its subsidiaries will own at least 90% of the Shares, the parties to the Merger Agreement will take all necessary and appropriate action, including with respect to the transfer to the Purchaser of any Shares held by Parent or any subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer closing without a meeting of Hawk's stockholders in accordance with the DGCL.

        If approval of Hawk's stockholders is required to consummate the Merger, promptly following the Acceptance Time, Hawk has agreed to file with the SEC under the Exchange Act in preliminary form a proxy statement relating to the meeting of its stockholders to be held for the purpose of considering and taking action on the Merger Agreement, and shall use its reasonable best efforts to have such proxy statement cleared by the SEC promptly. Each of Hawk, Parent and the Purchaser has agreed to use its reasonable best efforts, after consultation with the other parties, to respond promptly to all comments of and requests by the SEC with respect to such proxy statement and to cause such proxy statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at such meeting of Hawk's stockholders at the earliest practicable time.

        At the stockholders meeting, if any, Parent agrees to cause all Shares acquired pursuant to the Offer and all other Shares owned by Parent, the Purchaser, or any subsidiary of Parent to be voted in favor of the Merger.

        Representations and Warranties.    The Merger Agreement contains representations and warranties made by Hawk to Parent and the Purchaser and representations and warranties made by Parent and the Purchaser to Hawk. The representations and warranties in the Merger Agreement were made for solely for purposes of the Merger Agreement, were the product of negotiations among Hawk, Parent and the Purchaser, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. Some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to stockholders or used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters of fact. Moreover, inaccuracies in the representations and warranties are subject to waiver by the parties to the Merger Agreement without notice to you. Accordingly, you should not rely on the representations and warranties contained in the Merger Agreement as statements of actual facts.

        In the Merger Agreement, Hawk has made customary representations and warranties to Parent and the Purchaser with respect to, among other things:

•

corporate matters related to Hawk and its subsidiaries, such as organization, standing, qualification, power and authority to operate its business;

•

Hawk's capital structure;

•

Hawk's corporate power and authority to enter into the Merger Agreement;

•

all necessary approval by the Hawk Board and the Special Committee approving the Merger Agreement, the Offer and the Merger;

•

the absence of violations of laws, judgments, governance documents or contracts because of the Offer and the Merger;

•

required consents and approvals with respect to the Offer and the Merger;

•

Hawk's subsidiaries;

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•

Hawk's SEC reports and financial statements;

•

the absence undisclosed liabilities of Hawk;

•

conduct of Hawk's business and the absence of a Company Material Adverse Effect (as defined below);

•

the absence of litigation;

•

the information included in certain documents filed with the SEC, including this Offer to Purchase, or sent to Hawk's stockholders in connection with the Offer and the Merger;

•

broker's or finder's fees;

•

Hawk's employee benefit plans, ERISA matters and certain related matters;

•

receipt of the opinion of Hawk's financial advisor;

•

taxes;

•

environmental matters;

•

compliance with laws;

•

intellectual property;

•

labor matters;

•

insurance;

•

material contracts;

•

properties;

•

Hawk's Rights Agreement; and

•

the inapplicability of state takeover statutes.

        Some of the representations and warranties in the Merger Agreement made by Hawk are qualified as to "materiality" or by reference to a "Company Material Adverse Effect." For purposes of the Merger Agreement, a "Company Material Adverse Effect" means a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), financial condition or results of operations of Hawk and Hawk subsidiaries taken as a whole; provided, however, that no event, condition, change, occurrence or development of a state of circumstances will be included in the definition of Company Material Adverse Effect that (i) arises out of general political, economic or market conditions or general changes or developments in the industry in which Hawk and Hawk subsidiaries operate that do not materially disproportionately affect the business, operations, assets, liabilities (contingent or otherwise), financial condition or results of operations of Hawk and Hawk subsidiaries, considered as a single enterprise, compared to businesses or entities operating in the same industry in which Hawk and Hawk subsidiaries operate; (ii) results from or is caused by acts of terrorism or war (whether or not declared) or natural disasters occurring after the date hereof that do not materially disproportionately affect the business, operations, assets, liabilities (contingent or otherwise), financial condition or results of operations of Hawk and Hawk subsidiaries, considered as a single enterprise, compared to businesses or entities operating in the same industry in which Hawk and Hawk subsidiaries operate; (iii) arises out of or results from the announcement or consummation of the transactions contemplated by the Merger Agreement, including any impact on relationships with employees of Hawk or Hawk subsidiaries or with any supplier, distributor, or landlord as a result of the announcement or consummation of the transactions contemplated by the Merger Agreement; (iv) any action taken by Hawk or any of its subsidiaries expressly required by the Merger Agreement or with

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Parent's prior written consent; (v) results from changes, after the date of the Merger Agreement, in law or any applicable accounting regulations or principles or the interpretations thereof that do not materially disproportionately affect the business, operations, assets, liabilities (contingent or otherwise), financial condition or results of operations of Hawk and Hawk subsidiaries, considered as a single enterprise, compared to businesses or entities operating in the same industry in which Hawk and Hawk subsidiaries operate; (vi) results from changes in the price or trading volume of Hawk's stock (provided that any event, condition, change, occurrence or development of a state of circumstances that may have caused or contributed to such change in market price or trading volume will not be excluded under this proviso); or (vii) results from any failure by Hawk to meet public or internal revenue, earnings or other projections, in and of itself (provided that any event, condition, change, occurrence or development of a state of circumstances that may have caused or contributed to such failure to meet published revenue, earnings or other projections will not be excluded under this proviso).

        In the Merger Agreement, Parent and the Purchaser have made customary representations and warranties to Hawk with respect to, among other things:

•

corporate matters related to Parent and the Purchaser, such as organization, standing, power and authority;

•

the business activities of the Purchaser;

•

Parent's and the Purchaser's holdings of Shares;

•

all necessary approval by Parent's board of directors approving the Merger Agreement, the Offer and the Merger;

•

required consents and approvals with respect to the Offer and the Merger;

•

the absence of violations of laws, judgments, governance documents or contracts because of the Offer and the Merger that would reasonably be expected to have a Parent Material Adverse Effect (as defined below);

•

the information included in certain documents filed with the SEC or sent to Hawk's stockholders in connection with the Offer and the Merger;

•

broker's or finder's fees;

•

the absence of litigation that would reasonably be expected to have a Parent Material Adverse Effect;

•

the sufficiency of funds to consummate the Offer and the Merger; and

•

the solvency of the Surviving Corporation as of the Effective Time.

        Some of the representations and warranties in the Merger Agreement made by Parent and the Purchaser are qualified as to "materiality" or by reference to a "Parent Material Adverse Effect." For purposes of the Merger Agreement, "Parent Material Adverse Effect" means a material adverse effect on the ability of either Parent or the Purchaser to perform its obligations under the Merger Agreement or to consummate the Offer, the Merger or the transactions contemplated by the Merger Agreement.

        None of the representations and warranties contained in the Merger Agreement survive the Effective Time.

        Conduct of Business Pending the Merger.    Pursuant to the Merger Agreement, Hawk has agreed that, from the date of the Merger Agreement until the time at which Shares are first accepted pursuant to the Offer or the earlier termination of Merger Agreement in accordance with its terms, except as otherwise expressly contemplated or permitted by the Merger Agreement, Hawk will conduct its

35

business and cause to be conducted the businesses of Hawk subsidiaries in the ordinary course of business in all material respects and will use reasonable best efforts to preserve intact, in all material respects, their respective business organizations. Except as otherwise expressly contemplated or permitted by the Merger Agreement or as required by applicable law, without the prior written consent of Parent (which consent will not be unreasonably withheld or delayed), from the date of the Merger Agreement until the time at which Shares are first accepted pursuant to the Offer or the earlier termination of this Agreement in accordance with its terms, Hawk will not, and will cause each of Hawk subsidiaries not to:

•

enter into any new line of business that requires, or is reasonably expected to require, a material investment of funds (whether capital or operating), or materially decrease or cease operations of any existing line of business;

•

except for the Shares issuable upon exercise or conversion of the options outstanding on the date of the Merger Agreement, Shares issuable pursuant to the Hawk Rights Agreement and the vesting of restricted stock awards granted prior to the date of the Merger Agreement, (i) issue, sell or otherwise permit to become outstanding or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its capital stock or any other securities (including long-term debt) or any rights of any kind with respect to shares of its capital stock or any other securities, or (ii) permit any additional shares of its capital stock to become subject to new grants under Hawk stock plans or otherwise, except for the issuance or grant of options and restricted stock under Hawk stock plans to newly hired or promoted employees in the ordinary course of business consistent with past practice;

•

except for any dividends with respect to Hawk's Series D Preferred Stock, (i) make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on, any shares of its capital stock, other than dividends from wholly owned Hawk subsidiaries to it or another of its wholly owned Hawk subsidiaries or (ii) directly or indirectly adjust, split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock;

•

sell, transfer, mortgage, encumber or otherwise dispose of any of its assets, business or properties, except for sales, transfers, mortgages, encumbrances or other dispositions (i) in the ordinary course of business consistent with past practice, (ii) pursuant to a transaction that, together with any other such transactions, is not material to it and its subsidiaries, taken as a whole, or (iii) which involve assets having current value of not in excess of $500,000 individually or $1,000,000 in the aggregate;

•

acquire all or any portion of the assets, business, properties or shares of stock or other securities of any other Person other than the purchase of assets and properties (i) in the ordinary course of business consistent with past practice or (ii) which involve assets having a purchase price not in excess of $500,000 individually or $1,000,000 in the aggregate;

•

amend or propose to amend its certificate of incorporation, bylaws or comparable charter or organizational documents;

•

implement or adopt any change in its financial accounting principles, practices or methods, other than as may be required by GAAP or regulatory accounting requirements applicable to U.S. publicly-owned business organizations generally;

•

enter into, amend, modify or renew any employment, consulting, severance, change in control or similar contract, agreement or arrangement with any director, officer, employee or consultant, except to make changes that are required by the terms of an Hawk employee benefit plan;

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•

grant any salary or wage increase, equity awards or incentive or bonus payments to any director, executive officer or employee, other than routine wage increases granted to hourly employees in the ordinary course of business consistent with past practice;

•

enter into, establish, adopt, amend, modify or renew any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, bonus, severance, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement or any trust agreement in respect of any director, officer or employee or take any action to accelerate the vesting or exercisability of stock options, restricted stock units or other compensation or benefits payable thereunder, except as are required by the terms of any existing employee benefit plan or arrangement;

•

incur any indebtedness for borrowed money other than borrowings pursuant to Hawk's and Hawk subsidiaries' revolving credit arrangement or under capital leases, in each case, in effect on the date of the Merger Agreement in the ordinary course consistent with past practice;

•

issue, sell or amend any debt securities or other rights to acquire any debt securities of Hawk or any Hawk subsidiary (except as may be required by the Merger Agreement);

•

other than to Hawk subsidiaries, make any loans, advances or capital contributions to, or material investments in any person;

•

pledge or otherwise encumber shares of capital stock of Hawk or any Hawk subsidiary;

•

mortgage, pledge or otherwise encumber any of its other material assets, other than permitted liens;

•

change any material method of tax accounting, make or change any material tax election, or settle or compromise any material tax liability or enter into any agreement or waiver extending the period for assessment or collection of any material taxes of Hawk or any Hawk subsidiary;

•

enter into any contract, agreement, arrangement or understanding containing any provision or covenant limiting in any manner material to the business of Hawk or any of Hawk's subsidiaries, taken as a whole, Hawk or any of Hawk's subsidiaries' ability to (i) sell any products or services of or to any other entity or in any geographic region, (ii) engage in any line of business, or (iii) compete with or to obtain products or services from any entity, or limiting in any manner material to the business of Hawk or any of Hawk's subsidiaries, taken as a whole, the ability of any entity to provide products or services to Hawk or any of Hawk's subsidiaries;

•

except in the ordinary course of business consistent with past practice, enter into, terminate, amend or modify (in any material respect), or waive any material provision of, any Material Contract (as defined in the Merger Agreement) (or any contract which, had it been in effect on the date of the Merger Agreement, would have been a Material Contract);

•

enter into any agreement containing any provision or covenant restricting in any material respect Hawk's or any Hawk subsidiary's conduct of business or ability to compete in any line of business;

•

incur any capital expenditures or any obligations or liabilities in respect thereof, except for (i) those contemplated by the capital expenditure budgets that have been made available to Parent prior to the date of the Merger Agreement and (ii) any unbudgeted capital expenditures not to exceed $500,000 individually or $1,000,000 in the aggregate;

•

permit to lapse any material intellectual property owned by Hawk or any of Hawk subsidiaries (other than pending applications abandoned based on obstacles in prosecution and the exercise of reasonable business judgment);

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•

settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Hawk or any of Hawk subsidiaries not related to the transactions contemplated by the Merger Agreement, other than settlements, offers or proposals to settle made in the ordinary course of business consistent with past practice, (ii) any stockholder litigation or dispute against Hawk or any of its officers or directors not related to the transactions contemplated by the Merger Agreement other than settlements, offers or proposals to settle in an amount not to exceed the sum of $1,000,000, individually or in the aggregate for all such settlements, offers or proposals to settle (net of insurance and indemnification payments payable to Hawk or any its subsidiaries) or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated by the Merger Agreement;

•

take, or omit to take, any action that would reasonably be expected to result in any of the conditions to the Offer or the Merger not being satisfied in a timely manner; or

•

enter into any contract or binding commitment with respect to any of the foregoing.

        No Solicitation.    Hawk has agreed in the Merger Agreement that it will not, and will not permit its subsidiaries to, and will use commercially reasonable efforts to cause its or any of such controlled affiliates' officers, directors or managers, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (collectively "Representatives") not to, directly or indirectly:

•

initiate, solicit or take any action to knowingly facilitate or knowingly encourage the submission of an Acquisition Proposal (as defined below);

•

enter into, engage or participate in any discussions or negotiations with any person concerning an Acquisition Proposal or the making of an Acquisition Proposal; or

•

furnish any confidential information relating to Hawk or any of its subsidiaries to, afford access to the business, properties, assets, books or records of Hawk or any of its subsidiaries to, or otherwise cooperate with, assist, facilitate or encourage any effort, by any person in connection with an Acquisition Proposal or inquiries regarding an Acquisition Proposal or the making of an Acquisition Proposal.

        Hawk also agreed that it will, and will cause its subsidiaries to and will use commercially reasonable efforts to cause its and its subsidiaries' Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or its Representatives conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal until such time, if any, as the Merger Agreement is terminated in accordance with its terms. Hawk will promptly request the prompt return or destruction of all confidential information previously furnished in connection therewith.

        Notwithstanding the foregoing, prior to the Acceptance Date, Hawk may furnish information to, or enter into discussions or negotiations with, any person that has made a bona fide, unsolicited, written Acquisition Proposal if, and only to the extent that: (i) the Hawk Board and the Special Committee, after consulting with Hawk's and the Special Committee's outside legal and financial advisors, have determined in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below) or is reasonably expected to result in a Superior Proposal and that the failure to take such action would be reasonably likely to result in a breach of their fiduciary duties under applicable Law; (ii) such Acquisition Proposal is not the result of a breach by Hawk or its subsidiaries of the no solicitation provisions and Hawk and its subsidiaries are otherwise in compliance with the no solicitation provisions; and (iii) prior to furnishing such information or engaging in discussions or negotiations, Hawk receives from such person an executed confidentiality agreement (a copy of which will be provided to Parent) on terms no less favorable to Hawk than those contained in the

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confidentiality agreement between Hawk and Parent dated as of July 30, 2010, as determined by counsel to Hawk, and all such information provided or made available to such person (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, at or before the time it is provided or made available to such other person; provided, however, that Hawk may enter into negotiations solely with respect to entering into such confidentiality agreement with a person who has made a bona fide, unsolicited, written Acquisition Proposal without breaching, or being deemed to breach, this no solicitation provision.

        The Merger Agreement provides that nothing contained in the no solicitation provision of the Merger Agreement prohibits Hawk from making any disclosure to its stockholders if, in the good faith judgment of the Hawk Board (after consultation with outside legal counsel), such failure to disclose would be inconsistent with applicable law.

        Company Board Recommendation.    Subject to the provisions described below, the Hawk Board agreed to recommend that Hawk's stockholders accept the Offer, tender their Shares pursuant to the Offer and, if applicable, vote in favor of the Merger. This is referred to as the "Company Board Recommendation."

        The Merger Agreement provides that, from the date of the Merger Agreement until the closing of the Merger or the earlier termination of the Merger Agreement in accordance with its terms, neither the Hawk Board nor the Special Committee will (i) approve or recommend, or fail to recommend rejection of, any Acquisition Proposal, (ii) fail to make, withdraw, modify or amend in a manner adverse to Parent or the Purchaser the Company Board Recommendation, or otherwise take any action or make any public statement inconsistent with, the Company Board Recommendation (any of the foregoing in clause (i) or (ii), an "Adverse Recommendation Change"), (iii) cause or permit Hawk to enter into any letter of intent, agreement in principle, term sheet, acquisition agreement, option agreement or similar agreement with respect to any Acquisition Proposal, (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Hawk or any of its subsidiaries or under the Hawk Rights Agreement, (v) take any action to render the restrictions on business combinations set forth in Section 203 of the DGCL inapplicable to any transaction (other than the transactions contemplated by the Merger Agreement), or (vi) cooperate with any person other than Parent or the Purchaser with respect to the preparation and filing of documents under Ohio Revised Code Section 1707.041. Notwithstanding the foregoing, the Hawk Board may make an Adverse Recommendation Change if: the Hawk Board and the Special Committee have concluded in good faith, after consultation with Hawk's and the Special Committee's outside financial and legal advisors, that failure of the Hawk Board to effect such Adverse Recommendation Change would be reasonably likely to result in a breach of their fiduciary duties under applicable law.

        The Merger Agreement provides that neither the Hawk Board nor the Special Committee will make an Adverse Recommendation Change or cause Hawk to exercise its right to terminate the Merger Agreement pursuant to clause (e)(ii) of the "—Termination" section below unless: (i) Hawk promptly (i.e., within one business day) after a meeting of the Hawk Board and a meeting of the Special Committee provides written notice ("Notice of Adverse Recommendation") advising Parent that the Hawk Board and the Special Committee intend to take any such action and specifying the reasons therefor, including, if applicable, (A) the material terms and conditions of a Superior Proposal, (B) the identity of the person making such Superior Proposal and (C) the terms and conditions of any proposed agreement relating to such Superior Proposal; (ii) during a period commencing on the date that the Notice of Adverse Recommendation is deemed to be received by Parent in accordance with the Merger Agreement and ending at 5:00 p.m., Eastern Time, on the third business day thereafter (such three-business day period, the "Notice Period"), the Company supplies all information requested by Parent, otherwise cooperates and negotiates exclusively with Parent in good faith to make such

39

adjustments to the terms and conditions of the Merger Agreement as would enable the Company to proceed with the Company Board Recommendation and not make such Adverse Recommendation Change; (iii) following expiration of the Notice Period, the Hawk Board and the Special Committee, after consultation with Hawk's and the Special Committee's outside financial and legal advisors, determine in good faith (after taking into account any adjustments to the terms and conditions of the Merger Agreement) that failure of the Company Board to effect such Adverse Recommendation Change would be reasonably likely to result in a breach of their fiduciary duties under applicable law; and (iv) if required by the terms of the Merger Agreement, the Company has paid to Parent the Termination Fee (as defined in the "—Termination Fee" section below). Any modification to the terms and conditions of a Superior Proposal, if any, or a proposed agreement, if any, relating to such Superior Proposal from those described in a Notice of Adverse Recommendation shall require the Company to deliver a new Notice of Adverse Recommendation and will trigger a new Notice Period commencing on the date that the new Notice of Adverse Recommendation is received by Parent.

        For purposes of this Offer to Purchase and the Merger Agreement:

•

"Acquisition Proposal" means, other than the transactions contemplated by the Merger Agreement, any proposal or offer with respect to: (i) any purchase, direct or indirect, of an equity interest (including by means of a tender offer, including a self-tender, or exchange offer) representing more than twenty-five percent (25%) of the voting power in Hawk or any Hawk subsidiary; (ii) a merger, consolidation, share exchange, other business combination, reorganization, recapitalization, dissolution, liquidation or similar transaction involving Hawk or any Hawk subsidiary; or (iii) any purchase, direct or indirect, of assets, businesses, securities or ownership interests (including the securities of any Hawk subsidiary) representing more than twenty-five percent (25%) of the consolidated assets of Hawk or any Hawk subsidiaries.

•

"Superior Proposal" means a bona fide, written Acquisition Proposal (with all references to "twenty-five percent (25%)" in the definition thereof deemed to be replaced with "fifty percent (50%)" for the purposes of this definition) made by any person on terms that the Hawk Board and Special Committee determine in good faith, after consultation with Hawk's outside financial and legal advisors, and considering (i) such factors as the Hawk Board or Special Committee considers to be appropriate (including the conditionality, the timing, possible financing (and the certainty thereof) and likelihood of success of such Acquisition Proposal), and (ii) any, bona fide, written proposal by Parent to amend the terms of the Merger Agreement delivered to Hawk in accordance with the no solicitation provisions of the Merger Agreement, that would result in a transaction more favorable to Hawk's stockholders than the transactions contemplated by the Merger Agreement.

        Access to Information.    Pursuant to the Merger Agreement, Hawk will, and will cause its subsidiaries and the officers, directors, employees and agents of Hawk and its subsidiaries, to, afford the officers, employees and agents of Parent and the Purchaser, at their sole cost and risk, reasonable access during normal business hours from the date of the Merger Agreement through the Effective Time (or earlier termination of the Merger Agreement in accordance with its terms) to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and will furnish Parent and the Purchaser all financial, operating and other data and information as Parent and the Purchaser through their officers, employees or agents, may reasonably request. Parent and the Purchaser, at their sole cost and risk, will have the right to make such due diligence investigations as Parent and the Purchaser shall deem necessary or reasonable, upon reasonable notice to Hawk; provided, however, that any investigations of Hawk's facilities or any visits or telephonic communications with Hawk's customers (to extent such customers are not also customers of Parent or a subsidiary of Parent, in which case, such restriction will not apply to communications regarding the business of Parent or its subsidiary) will be conducted under the supervision of appropriate personnel

40

of Hawk or with the prior consent of Hawk (which consent may cover multiple communications and shall not be unreasonably withheld) and in a manner as not to unreasonably interfere with or disrupt the normal operation of the business of Hawk.

        Standard of Effort.    Hawk, Parent and the Purchaser have each agreed to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law to consummate and make effective in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including: (i) obtaining all consents, approvals, authorizations and actions or non-actions required for or in connection with the consummation by the parties hereto of the Offer, the Merger and the other transactions contemplated by the Merger Agreement; (ii) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a any federal, state, local or foreign governmental or regulatory authority (as defined in the Merger Agreement); and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the Merger Agreement and to fully carry out the purposes of the Merger Agreement.

        In connection with such efforts, each of Hawk and Parent has the right to review and comment upon (to which reasonable and good faith consideration will be given) all characterizations of the information relating to it or to the transactions contemplated by the Merger Agreement, in each case that appear in any material filing made in connection with the transactions contemplated by the Merger Agreement.

        Hawk, Parent and the Purchaser have agreed that they will consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities.

        Hawk, Parent and the Purchaser have also agreed to use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC or the Antitrust Division (each as defined below), and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties have agreed not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a any federal, state, local or foreign governmental or regulatory authority to delay or not to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties hereto.

        Antitrust Filings.    Hawk, Parent, and the Purchaser each have agreed, as promptly as practicable (but in no event later than ten business days following the date of the Merger Agreement, unless otherwise mutually agreed in writing), to file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") all appropriate filings and submissions required by the U.S. antitrust laws and promptly file any additional information requested as soon as practicable after receipt of such request therefor. Hawk, Parent and the Purchaser shall each, as promptly as practicable after the date of the Merger Agreement, file or cause to be filed with all applicable non-U.S. governmental authorities all appropriate filings and submissions required by any applicable antitrust or competition laws of such non-U.S. governmental authorities.

        Notification of Certain Matters.    Pursuant to the Merger Agreement, Hawk has agreed to give prompt notice to Parent and the Purchaser of (i) any written notice received from any person alleging that the consent of such person is required in connection with the transactions contemplated by the Merger Agreement, (ii) any written notice from any federal, state, local or foreign governmental or regulatory authority in connection with the transactions contemplated by the Merger Agreement, (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened

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against, relating to or involving or otherwise affecting Hawk or any of its subsidiaries that, if pending on the date of the Merger Agreement, would have been required to have been disclosed pursuant to the Merger Agreement or that relate to the consummation of the transactions contemplated by the Merger Agreement, (iv) any inaccuracy of any representation or warranty of Hawk contained in the Merger Agreement at any time during the term of the Merger Agreement that could reasonably be expected to cause any condition to the Offer not to be satisfied, or (v) any failure of Hawk to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Hawk if such failure to comply or satisfy could reasonably be expected to cause any condition to the Offer not to be satisfied.

        Pursuant to the Merger Agreement, each of Parent and the Purchaser has agreed to give prompt notice to Hawk of (i) any written notice received from any person alleging that the consent of such person is required in connection with the Merger Agreement, (ii) any written notice from any federal, state, local or foreign governmental or regulatory authority in connection with the transactions contemplated by the Merger Agreement, (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Parent or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to the Merger Agreement or that relate to the consummation of the transactions contemplated by the Merger Agreement, (iv) any inaccuracy of any representation or warranty of Parent or the Purchaser contained in the Merger Agreement at any time during the term hereof that could reasonably be expected to cause any condition to the Offer not to be satisfied, or (v) any failure of Parent or the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder if such failure to comply or satisfy could reasonably be expected to cause any condition to the Offer not to be satisfied.

        Public Statements.    Subject to the no solicitation provisions in the Merger Agreement, Parent, the Purchaser, and Hawk have agreed to consult with each other prior to issuing, and will not issue without the prior written consent of the other party (which consent will not be unreasonably withheld, conditioned or delayed), any public announcement, statement or other disclosure with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement, except that a party may, without the prior written consent of the other party (but after prior consultation) issue any public announcement, statement or other disclosure with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement as may be required by applicable law, the SEC or any listing agreement with a national securities exchange or trading market. Parent, the Purchaser, and Hawk will cooperate to develop all public communications and make appropriate members of management available at presentations related to the transactions contemplated by the Merger Agreement as reasonably requested by the other party. This consultation obligation will not apply to an Adverse Recommendation Change made in accordance with the Merger Agreement.

        Employee Matters.    The Merger Agreement provides that, for twelve months after the Effective Time, Parent will provide to (i) former employees employee benefits that are substantially comparable, in the aggregate, to such employee benefits currently provided by Hawk and its subsidiaries to such former employees and (ii) employees of Hawk and its subsidiaries who continue employment with the Surviving Corporation or any of its affiliates (the "Covered Employees") base salary or base wages and employee benefits (excluding, for this purpose, any equity-based compensation and any severance benefits) that are substantially comparable, in the aggregate, to such salary or wages and employee benefits currently provided by Hawk and its subsidiaries to such Covered Employees. Parent agreed that, if the Effective Time occurs on or before December 31, 2010, any employee of Hawk or its subsidiary who is employed by Hawk or a Hawk subsidiary as of the Effective Time will be deemed, solely for the purposes of certain identified Hawk employee benefit plans, to be employed by Hawk or such Hawk subsidiary as of December 31, 2010, and any payments required to be made to such employees under such identified Hawk employee benefit plans as of December 31, 2010, will be made.

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After January 1, 2011, Parent will be under no obligation to retain any employee or group of employees of Hawk or any of its subsidiaries other than as required by applicable law or by an employment agreement disclosed pursuant to the Merger Agreement.

        For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to by Parent and any its subsidiaries (including, after the close of the Merger, the Surviving Corporation), Parent will, or will cause its subsidiaries to, cause each such plan, program or arrangement to treat the prior service with Hawk and its affiliates of the Covered Employees immediately prior to the closing of the Merger (to the same extent such service is recognized under analogous plans, programs or arrangements of Hawk or its affiliates prior to the closing of the Merger) as service rendered to Parent or its subsidiaries, as the case may be, for purposes of eligibility to participate in and vesting thereunder. Covered Employees will also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the closing of the Merger occurs, to the extent that, following the closing of the Merger, they participate in any other plan for which deductibles or co-payments are required. Parent will also cause each employee benefit plan maintained by or contributed to by Parent and its subsidiaries in which Covered Employees participate, to waive any preexisting condition that was waived under the terms of any Hawk employee benefit plan immediately prior to the closing of the Merger or waiting period limitation that would otherwise be applicable to a Covered Employee on or after the closing of the Merger. Parent will recognize any accrued but unused vacation and sick leave of the Covered Employees as of the closing of the Merger that has been accrued in accordance with the terms of such Hawk policies.

        The foregoing will not (i) create or be deemed to create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of Hawk, any Hawk subsidiary or any other person other than the parties to the Merger Agreement and their respective successors and permitted assigns, (ii) constitute or create or be deemed to constitute or create an employment agreement or (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Parent, Hawk or any of their respective subsidiaries

        Indemnification and Insurance.    The Merger Agreement provides that, for six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, maintain in effect the provisions in the Surviving Corporation's certificate of incorporation and bylaws regarding the elimination of liability of directors, indemnification of directors, officers, employees or agents of Hawk and its subsidiaries, or any of them who act as a fiduciary under any of Hawk employee benefit plans, and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in Hawk's certificate of incorporation and Hawk's bylaws in existence on the date of the Merger Agreement.

        For six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, defend and hold harmless each current or former director and officer of Hawk (each, an "Indemnified Party") from and against all costs and expenses (including reasonable attorneys' fees and costs of investigation), losses, claims, damages, liabilities, judgments and fines as incurred, in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions before or at the Effective Time (including as to, or arising out of or pertaining to, the transactions contemplated by the Merger Agreement and the Merger Agreement), to the fullest extent permitted by the DGCL, subject to any provisions in Hawk's certificate of incorporation and Hawk's bylaws in effect on the date of the Merger Agreement; provided that such indemnification will be subject to any limitation imposed from time to time under applicable law. Parent will cause Surviving Corporation to pay all such costs and expenses promptly as statements therefor are received to the extent permitted by, and in conformity with, the DGCL and the applicable provisions of Hawk's certificate of incorporation and Hawk's bylaws.

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        For six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, maintain Hawk's officers' and directors' liability insurance policy, in effect on the date of the Merger Agreement (the "D&O Insurance"), in respect of acts or omissions occurring at or prior to the Effective Time covering each such person covered at or prior to the Effective Time by such officers' and directors' liability insurance policy; provided that, in no event will Parent or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 200% of the amount per annum Hawk paid in its last full fiscal year; and provided further that, if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. Parent will have the right to cause coverage to be extended under the D&O Insurance by obtaining a six-year tail policy on terms and conditions no less advantageous than the D&O Insurance.

        Termination.    The Merger Agreement may be terminated at any time prior to the Effective Time and, notwithstanding any approval and adoption of the Merger Agreement by the stockholders of Hawk, the transactions contemplated by the Merger Agreement may be abandoned for any reason provided in paragraphs (a) through (e) below; provided, however, that, as of and from the time at which Shares are first accepted pursuant to the Offer, a majority vote of the directors of Hawk not designated by Parent or the Purchaser will be necessary for termination by Hawk:

        (a)   by mutual written consent of Parent (on behalf of itself and the Purchaser) and Hawk;

        (b)   by either Hawk or Parent, if: (i) the time at which Shares are first accepted pursuant to the Offer will not have occurred on or prior to December 24, 2010; or (ii) the Offer is terminated or withdrawn pursuant to its terms and the terms of the Merger Agreement prior to the time at which Shares are first accepted pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement pursuant to this termination right will not be available to any party whose breach of any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Offer to be consummated by such time;

        (c)   by either Hawk or Parent, if any judgment, ruling, order, writ, preliminary or other injunction or decree issued by a court of competent jurisdiction or by any federal, state, local or foreign governmental or regulatory authority makes, or any law or other legal restraint or prohibition making, the Merger illegal or otherwise prevents the consummation thereof will be in effect and will have become final and nonappealable; provided that the right to terminate this Agreement pursuant to this termination right will not be available to any party which has not complied with its obligations regarding its standard of effort with respect to obtaining regulatory approvals;

        (d)   by Parent prior to the time at which Shares are first accepted pursuant to the Offer, if:

          (i)  (A) an Adverse Recommendation Change has occurred or, at any time after receipt or public announcement of an Acquisition Proposal, the Hawk Board has failed to reaffirm Hawk Board Recommendation as promptly as practicable (but in any event within five business days) after receipt of any written request to do so from Parent; or (B) the Hawk Board has resolved to make an Adverse Recommendation Change;

         (ii)  there has been an intentional and material breach of the no solicitation provisions of the Merger Agreement; or

        (iii)  Hawk has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (A) has given rise to the failure of a condition set forth in paragraph (i), (iii) or (iv) of Section 15—"Certain Conditions of the Offer" and (B) is incapable of being cured or

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has not been cured by Hawk within 20 business days after written notice has been given by Parent to Hawk of such breach or failure to perform; or

        (e)   by Hawk,

          (i)  if Parent or the Purchaser fails to commence the Offer as provided in the Merger Agreement as a result of an intentional and material breach by Parent or the Purchaser of the covenants contained in the Merger Agreement, provided that this termination right will not be available to Hawk unless, as of the date of termination, it has complied with its obligations contained in the Merger Agreement regarding the Offer, and the representations and warranties of Hawk regarding information to be supplied to the Purchaser for use in this Offer to the Purchaser and the Form 041 pursuant to the Merger Agreement are true and correct in all respects; or

         (ii)  at any time prior to the time at which Shares are first accepted pursuant to the Offer, in order for Hawk to enter into a definitive agreement with respect to a transaction that constitutes a Superior Proposal after having complied in full with its obligations under the no solicitation provisions of the Merger Agreement if, concurrently with such termination Hawk pays the Termination Fee to Parent; or

        (iii)  if Parent has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured by Parent within 20 business days after written notice has been given by Hawk to Parent of such breach or failure to perform.

        The party desiring to terminate the Merger Agreement will give written notice of such termination to the other parties.

        Effect of Termination.    If the Merger Agreement is terminated, the Merger Agreement will become null and void and have no effect, without any liability or obligation on the part of Parent, the Purchaser or Hawk or their respective subsidiaries, officers or directors, subject to the survival of certain provisions as described in the Merger Agreement (including the required payment by Hawk of the Termination Fee in certain circumstances); provided that nothing will relieve any party from liability for any material breach of a covenant of the Merger Agreement for any and all liabilities and damages incurred or suffered by the other parties as a result of such breach.

        Termination Fee.    Hawk has agreed to pay Parent or its designated affiliate a termination fee in immediately available funds in the amount of $14,500,000 (the "Termination Fee") if:

•

the Merger Agreement is terminated by Parent pursuant to clause (d)(i) or (d)(ii) of the "—Termination" section above, in which case the Termination Fee will be payable within two business days of such termination;

•

the Merger Agreement is terminated by Hawk pursuant to clause (e)(ii) of the "—Termination" section above, in which case the Termination Fee will be payable at the time of termination; or

•

(A) the Merger Agreement is terminated by Parent or Hawk pursuant to clause (b) of the "—Termination" section above and prior to such termination, all conditions to the Offer other than the Minimum Tender Condition have been satisfied or waived, (B) the event giving rise to the right to terminate occurred at any time after an Acquisition Proposal (with 50% being substituted for references to 25% in the definition thereof) had been publicly made (other than by Parent or its affiliates) and (C) within twelve months following the date of such termination, Hawk will have entered into a definitive agreement with respect to, or recommended to its stockholders, an Acquisition Proposal, or an Acquisition Proposal will otherwise have been

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consummated, in which case, the Termination Fee will be payable on the date of such event or action.

        Hawk acknowledged that the agreements to pay the Termination Fee are an integral part of the transactions contemplated by the Merger Agreement, and that, without these agreements, Parent and the Purchaser would not have entered into the Merger Agreement. Accordingly, Hawk agreed that, if it fails promptly to pay the Termination Fee when due, it will pay to Parent or the Purchaser any costs and expenses incurred by Parent or the Purchaser in connection with a legal action to enforce the Merger Agreement that results in a judgment against Hawk for such amount, together with interest on the amount of any unpaid Termination Fee, cost or expense. Parent and the Purchaser have agreed that, provided Hawk has complied with the no solicitation provisions of the Merger Agreement, (i) receipt by either Parent or the Purchaser of the Termination Fee will be their sole and exclusive remedy against Hawk and Hawk's subsidiaries (and their respective Representatives) for the loss suffered as a result of the failure of the Offer or Merger to be consummated under circumstances giving rise to an obligation of Hawk to pay the Termination Fee, and (ii) upon payment of the Termination Fee, Hawk and its subsidiaries will have no further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement.

        Specific Enforcement.    Parent, the Purchaser, and Hawk agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Parent, the Purchaser, and Hawk also agreed that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in the Merger Agreement, the non-breaching party will be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to seek and obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach.

        Expenses.    All costs and expenses incurred by the parties will be paid by the party incurring such costs and expenses, whether or not the Offer or Merger is consummated.

        Waiver; Amendment.    At any time prior to the Effective Time, any provision of the Merger Agreement may be (i) waived by the party benefited by the provision, but only in writing, or (ii) amended or modified at any time, but only by a written agreement executed in the same manner as the Merger Agreement, except (a) after election or appointment of the Purchaser's designees to the Hawk Board, but prior to the Effective Time, the approval of a majority of the directors of Hawk then in office who were not designated by Parent or the Purchaser will be required for any amendment or termination of the Merger Agreement by Hawk, and (b) to the extent that any such amendment would violate applicable law or require submission or resubmission of the Merger Agreement or the Merger contemplated by the Merger Agreement to the stockholders of Hawk.

        Senior Notes.    Consummation of the Offer will constitute a "Change of Control" under the Indenture, dated as of November 1, 2004, as amended, among Hawk, the Guarantors named therein and HSBC Bank USA, National Association, as trustee (the "Indenture"). Hawk has agreed to mail notice to each holder of its 8³/4% Senior Notes due 2014 (the "Notes") in accordance with the terms of the Indenture, describing (i) the Offer, the Merger and the other transactions contemplated by the Merger Agreement, and (ii) that the consummation of the Offer will constitute a Change in Control under Indenture. Pursuant to such notice, Hawk will offer to repurchase the Notes in accordance with the terms of Section 4.19 of the Indenture at a price of 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Parent has agreed to cause Hawk to have sufficient funds to repurchase any and all Notes that are tendered pursuant to such offer to allow Hawk to pay for any tendered Notes promptly (within the meaning of the rules and interpretations of the SEC) after expiration.

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        No Third Party Beneficiaries.    Nothing in the Merger Agreement may be construed as giving any individual, corporation, partnership, limited partnership, joint venture, association, trust, unincorporated organization, limited liability company or other entity, other than Hawk, Parent and the Purchaser and their successors and permitted assigns, any right, remedy or claim under or in respect of the Merger Agreement or any provision thereof, except for each Indemnified Party (as defined in the Merger Agreement) who is an intended third party beneficiary pursuant to the indemnification provisions of the Merger Agreement.

        Parent Guarantee.    Parent has agreed to take all action necessary to cause the Purchaser or the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under the Merger Agreement. Parent has unconditionally guaranteed to Hawk the full and complete performance by the Purchaser or the Surviving Corporation, as applicable, of its respective obligations under the Merger Agreement and will be liable for any breach of any representation, warranty, covenant or obligation of the Purchaser or the Surviving Corporation, as applicable, under the Merger Agreement.

        Tender and Voting Agreements.    In connection with the Merger Agreement, certain stockholders entered into Tender and Voting Agreements, dated as of October 14, 2010, with Parent and the Purchaser (the "Tender and Voting Agreements"). The following summary of certain provisions of the Tender and Voting Agreements is qualified in its entirety by reference to the Tender and Voting Agreements, which are incorporated herein by reference. We have filed copies of the Tender and Voting Agreements as an exhibit to the Schedule TO. Stockholders and other interested parties should read the Tender and Voting Agreements for a more complete description of the provisions summarized below.

        Each of Norman C. Harbert, Byron S. Krantz, and Ronald E. Weinberg (each a "Supporting Stockholder" and together the "Supporting Stockholders"), have entered into a Tender and Voting Agreement pursuant to which, among other things, the Supporting Stockholders agreed (i) to tender in the Offer all of his Shares, (ii) that, in the event a vote of the Company's stockholders is required in furtherance of the Merger Agreement or the transactions contemplated thereby, including the Merger, he will vote all of his Shares (to the extent any such Shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith, and (iii) to consent to the redemption by the Company of all of his shares of the Company's Series D Preferred Stock. Each Supporting Stockholder is required to tender not later than the tenth business day after commencement of the Offer, or with respect to any Shares acquired after the date of the Tender and Voting Agreements, within three business days after the date that the Supporting Stockholder acquires such Shares. As of October 14, 2010, the Supporting Stockholders together owned approximately 34% of the Shares outstanding on a fully diluted basis.

        During the term of the Tender and Voting Agreement, except as otherwise provided therein, the Supporting Stockholders agreed not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any owned Shares or owned shares of Hawk's Series D Preferred Stock (any such action, a "Transfer"), provided that nothing in the Tender and Voting Agreement shall prohibit (x) the exercise by a Supporting Stockholder of any options to purchase shares of Company Common Stock or (y) any Transfer with the prior written consent of Parent and the Purchaser; (ii) grant any proxies or powers of attorney, deposit any owned Shares or owned shares of the Series D Preferred Stock into a voting trust or enter into a voting agreement with respect to any owned Shares or owned shares of the Series D Preferred Stock; (iii) take any action that would cause any representation or warranty of the Supporting Stockholder contained in the Tender and Voting Agreement to become untrue or incorrect or have the effect of preventing or disabling the Supporting Stockholder from performing his obligations under the Tender and Voting Agreement; or (iv) commit or agree to take any of the foregoing actions.

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        Each Supporting Stockholder agreed not to exercise any rights of appraisal which may arise with the Merger.

        Each Supporting Stockholder agreed that at any meeting of the stockholders of Hawk, however called, or any adjournment or postponement of such meeting, the Supporting Stockholder will be present (in person or by proxy) and vote (or cause to be voted) all of the owned Shares (to the extent the Shares are not purchased in the Offer) and all of the owned shares of the Series D Preferred Stock (to the extent not redeemed by the Company), and cause to be voted any Shares or the Series D Preferred Stock with respect to which the Stockholder holds the right to direct the voting pursuant to the Stockholders' Agreement (the "Beneficial Voting Rights Shares"):

        (a)   in favor of adoption of (1) the Merger Agreement and all the transactions contemplated by the Merger Agreement, including the Merger, and (2) any other matter that is required to facilitate the consummation of the transactions contemplated by the Merger Agreement and, in connection with the Merger Agreement, to execute any documents which are necessary or appropriate in order to effectuate the foregoing; and

        (b)   against (1) any Acquisition Proposal and any agreement or arrangement related to such Acquisition Proposal, and (2) any action or agreement that would impair the ability of Parent and the Purchaser to complete the Offer or the Merger, or the ability of Hawk to consummate the Merger, in any material respect or that would otherwise be inconsistent with or prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement in any material respect.

        Each Supporting Stockholder irrevocably granted to, and appointed, Parent and any designee of Parent and each of Parent's officers, as Supporting Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Supporting Stockholder's voting rights with respect to Owned Common Shares, the Owned Preferred Shares and the Beneficial Voting Rights Shares, to vote all the Owned Common Shares and the Owned Preferred Shares (as each such term is defined in each Tender and Voting Agreement) or grant a consent or approval, at any meeting of the stockholders of Hawk and in any action by written consent of the stockholders of Hawk, until the earlier of (a)(1) the Acceptance Time (with respect to Shares) or (2) the Effective Time (with respect to the Series D Preferred Stock) or (b) the date of termination of the Merger Agreement

        Each Tender and Voting Agreement terminates upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time.

        Each Supporting Stockholder entered into the Tender Agreement solely in such Supporting Stockholder's capacity as the owner of such Supporting Stockholder's Shares and Series D Preferred Stock (beneficially and in any other capacity) and nothing therein in any way limits or affects any actions taken by the Stockholder in his capacity as a director or officer of Hawk or any Hawk subsidiary.

        Confidentiality Agreement.    On July 30, 2010, Parent executed a confidentiality agreement with Hawk. We have filed a copy of the July 30, 2010 confidentiality agreement as an exhibit to the Schedule TO. Stockholders and other interested parties should read such confidentiality agreement for a complete description.

        Exclusivity Agreement.    On October 8, 2010, Parent executed an exclusivity agreement whereby Hawk agreed to negotiate exclusively with Parent from October 8, 2010, to 9:00 a.m. Eastern Time on October 15, 2010. We have filed a copy of the October 8, 2010 exclusivity agreement as an exhibit to the Schedule TO. Stockholders and other interested parties should read such exclusivity agreement for a complete description.

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13.   Purpose of the Offer; Plans for Hawk

        Purpose of the Offer.    The purpose of the Offer is for the Purchaser to acquire control of, and the entire equity interest in, Hawk. The Offer, as the first step in the acquisition of Hawk, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable.

        If you sell your Shares in the Offer, you will cease to have any equity interest in Hawk or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in Hawk. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of Hawk.

        Short-Form Merger.    The DGCL provides that, if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the approval of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer, the Top-Up Option or otherwise, the Purchaser directly or indirectly owns at least 90% of the Shares, Parent and the Purchaser plan to effect the Merger without prior notice to, or any action by, any other stockholder of Hawk if permitted to do so under the DGCL (the "Short-Form Merger"). Even if Parent and the Purchaser do not own at least 90% of the outstanding Shares following consummation of the Offer, Parent and the Purchaser could seek to purchase additional Shares in the open market, from Hawk or otherwise in order to reach the 90% threshold and effect a Short-Form Merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the Top-Up Option, may be greater or less than that paid in the Offer.

        Plans for Hawk.    Parent and the Purchaser expect that, initially following the Merger, the business and operations of Hawk will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Notwithstanding the foregoing, Parent will continue to evaluate the business and operations of Hawk during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Parent intends to review such information as part of a comprehensive review of Hawk's business, operations, capitalization and management with a view to optimizing development of Hawk's potential.

        At the Effective Time, the certificate of incorporation of Hawk and the bylaws of Hawk, as in effect immediately prior to the Effective Time, will be the certificate of incorporation and the bylaws of the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation and bylaws. In addition, the Purchaser and Parent will be entitled, upon its acceptance of tendered Shares in the Offer, to exercise its rights under the Merger Agreement to obtain pro rata representation (rounded up to the nearest number of directors) on, and control of, the Hawk Board. See Section 12—"The Merger Agreement; Other Agreements—The Merger Agreement—Hawk's Board of Directors."

14.   Dividends and Distributions

        Except for any dividends with respect to Hawk's Series D Preferred Stock, the Merger Agreement provides that, from the date of the Merger Agreement to the time at which Shares are first accepted pursuant to the Offer, Hawk will not, and will not permit any of its subsidiaries to (i) make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on, any shares of its capital stock, other than dividends from wholly owned Hawk subsidiaries to it or another of its wholly owned Hawk subsidiaries or (ii) directly or indirectly adjust, split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock.

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15.   Certain Conditions of the Offer

        Notwithstanding any other provisions of the Offer, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) promulgated under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (collectively, the "Payment Rules"), to pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement, unless, prior to the expiration of the Offer:

        (a)   the Minimum Tender Condition has been satisfied;

        (b)   Hawk has redeemed all of Hawk's Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there are no outstanding shares of the Series D Preferred Stock;

        (c)   any applicable waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer has expired or been terminated; and

        (d)   any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transaction contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, has been obtained or is in full force and effect or has expired, as applicable.

        Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, the Purchaser will not be required to accept for payment or, subject to the Payment Rules, to pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer, in accordance with and subject to the terms of this Agreement if, at the then-effective expiration date for the Offer, any of the following conditions exists:

          (i)  any judgment, ruling, order, writ, preliminary or other injunction or decree issued by a court of competent jurisdiction or by any federal, state, local or foreign governmental or regulatory authority is in effect, or any action or proceeding by any federal, state, local or foreign governmental or regulatory authority is pending, or any statute, law, ordinance, rule or regulation or any other legal restraint or prohibition is in effect, in each case, that would make the Offer or the Merger illegal or otherwise prevent the consummation thereof;

         (ii)  since the date of the Merger Agreement, there has occurred any event, change, effect or occurrence which, individually or in the aggregate, has had or would be reasonably expected to have a Company Material Adverse Effect;

        (iii)  (1) any of the representations and warranties of Hawk regarding capitalization contained in the Merger Agreement are not true in all respects (other than such inaccuracies as are de minimis to the equity capitalization of Hawk in the aggregate) at and as of immediately prior to the expiration of the Offer as if made at and as of such time, (2) any of the representations and warranties of Hawk regarding corporate organization, authorization, the Hawk Rights Agreement or antitakeover statutes contained in the Merger Agreement are not true in all material respects at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than any such representation and warranty that, by its terms, addresses matters only as of another specified time, which shall be true only as of such time), and (3) any of the other representations and warranties of Hawk set forth in the Merger Agreement are not true and correct in all respects in each case at and as of the date of the Merger Agreement and at and as of the date on which Shares are first accepted pursuant to the Offer as though made at and as of the date on which Shares are first accepted pursuant to the Offer (except to the extent expressly made as of an

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earlier date, in which case solely as of such date), interpreted without giving effect to the words "materially" or "material" or to any qualification based on such terms or based on the defined term "Company Material Adverse Effect," except where the failure of all such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect;

        (iv)  Hawk has breached or failed to perform or comply with, in any material respect, any of its agreements, obligations or covenants under the Merger Agreement;

         (v)  Hawk and the Purchaser have agreed in writing that the Purchaser will terminate the Offer or postpone the acceptance of payment of the Shares thereunder; or

        (vi)  the Merger Agreement has been terminated in accordance with its terms.

        The foregoing conditions are for the sole benefit of Parent and the Purchaser and, other than the Minimum Tender Condition, may be waived by Parent or the Purchaser in whole or in part at any time and from time to time in its sole discretion. The failure by Parent, the Purchaser or any other affiliate of Parent at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

16.   Certain Legal Matters; Regulatory Approvals

        General.    Except as described in this Section 16, based on our examination of publicly available information filed by Hawk with the SEC and other information concerning Hawk, we are not aware of any governmental license or regulatory permit that appears to be material to Hawk's business that might be adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Purchaser or Parent as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under "State Takeover Laws," such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter (other than with respect to compliance under the HSR Act), there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that, if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Hawk's business; and, any of the foregoing, under certain conditions specified in the Merger Agreement, could cause us to elect to terminate the Offer without the purchase of Shares thereunder. See Section 15—"Certain Conditions of the Offer."

        Antitrust Compliance.    Under the HSR Act and the rules that have been promulgated thereunder, certain acquisition transactions may not be consummated unless Premerger Notification and Report Forms have been filed with the FTC and the Antitrust Division and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is subject to such requirements. The Purchaser currently anticipates filing a Premerger Notification and Report Form under the HSR Act with respect to the Offer with the Antitrust Division and the FTC on or before November 9, 2010. The waiting period applicable to the purchase of Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, 15 calendar days after such filing (unless the last day of such waiting period is not a business day, in which case, the expiration is the next business day thereafter), unless earlier terminated by the FTC or the Antitrust Division.

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        However, before such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from the Purchaser. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, ten calendar days after the Purchaser's substantial compliance with such request. Thereafter, such waiting period can be extended only by court order or agreement of Parent, the Purchaser, Hawk and the Antitrust Division or the FTC, as applicable. The Purchaser intends to make a request pursuant to the HSR Act for early termination of the waiting period applicable to the Offer. There can be no assurance, however, that the 15-day HSR Act waiting period will be terminated early.

        Parent does not believe any non-U.S. antitrust filings are required in connection with the transactions contemplated by the Merger Agreement.

        State Takeover Laws.    A number of states (including Delaware, where Hawk is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. Hawk, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which may have enacted such laws. Except as described herein, we do not know whether any of these laws will, by their terms, apply to the Offer or the Merger, and we have not complied with any such laws except as described herein. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, we believe there are reasonable bases for contesting such laws.

        In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining shareholders where, among other things, the corporation is incorporated, and has a substantial number of shareholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

        If any government official or third party seeks to apply any state takeover law to the Offer or the Merger, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See Section 15—"Certain Conditions of the Offer."

        Delaware Business Combination Act.    As a Delaware corporation, Hawk is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prevents an "interested stockholder" (generally defined in Section 203 of the DGCL as a person beneficially owning 15% or more of a corporation's

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voting stock) from engaging in a "business combination" (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (iii) following the transaction in which such person became an interested stockholder, the business combination is (A) approved by the board of directors of the corporation and (B) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66²/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

        Other State Antitakeover Laws.    Sections 1707.01, 1707.041, and 1707.042 of the Ohio Revised Code (collectively, the "Ohio Takeover Statutes") regulate tender offers for any equity security of a subject company from a resident of Ohio if, after the purchase, the offeror would directly or indirectly be the beneficial owner of more than 10% of any class of issued and outstanding equity securities of such company (a "Control Bid"). A subject company includes an issuer, such as Hawk, that either has its principal place of business or principal executive offices located in Ohio or owns or controls assets located in Ohio that have a fair market value of at least $1.0 million, and that has more than 10% of its beneficial or record equity security holders resident in Ohio, or has more than 10% of its equity securities owned, beneficially or of record, by residents of Ohio, or has 1,000 beneficial or record equity security holders who are resident in Ohio. A subject company need not be incorporated in Ohio.

        The Ohio Takeover Statutes prohibit an offeror from making a Control Bid for securities of a subject company pursuant to a tender offer until the offeror has filed specified information with the Ohio Division of Securities (the "Ohio Division"). In addition, the offeror is required to deliver a copy of such information to the subject company not later than the time of the offeror's filing with the Ohio Division and to send or deliver such information and the material terms of the proposed offer to all offerees in Ohio as soon as practicable after the offeror's filing with the Ohio Division.

        Within five calendar days of such filing, the Ohio Division may, by order, summarily suspend the continuation of the Control Bid if it determines that the offeror has not provided all of the specified information or that the Control Bid materials provided to offerees do not provide full disclosure of all material information concerning the Control Bid. If the Ohio Division summarily suspends a Control Bid, it must schedule and hold a hearing within 10 calendar days of the date on which the suspension is imposed and must make its determination within three calendar days after the hearing has been completed but no later than 14 calendar days after the date on which the suspension is imposed. The Ohio Division may maintain its suspension of the continuation of the Control Bid if, based upon the hearing, it determines that all of the information required to be provided by the Ohio Takeover Statutes has not been provided by the offeror, that the Control Bid materials provided to offerees do not provide full disclosure of all material information concerning the Control Bid, or that the Control Bid is in material violation of any provision of the Ohio securities laws. If, after the hearing, the Ohio Division maintains the suspension, the offeror has the right to correct the disclosure and other deficiencies identified by the Ohio Division and to reinstitute the Control Bid by filing new or amended information pursuant to the Ohio Takeover Statutes.

        If the offeror increases or decreases the percentage of the securities being sought or the consideration offered, or makes any other change in the terms or conditions of the tender offer that requires the offeror to hold the tender offer open for at least 10 business days from the date that notice of the change is first published or sent to security holders in Ohio, the offeror must file with the

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Ohio Division all material information, including all information sent or otherwise provided to offerees in Ohio, pertaining to the increase, decrease, or other change, and all material information required to update the information filed with the Ohio Division. The offeror shall file such information with the Ohio Division not later than the date on which the information regarding the increase, decrease, or other change first is published or sent to offerees in Ohio. The offeror must deliver a copy of such information to the subject company not later than the time of the filing with the Ohio Division.

        Within three calendar days of the date of filing by the offeror of such information, the Ohio Division may, by order, summarily suspend the continuation of the Control Bid if it determines that the offeror has not provided all of the specified information or that the information provided to the offerees does not provide full disclosure of all material information concerning the increase, decrease or other change. If the Ohio Division suspends the continuation of the Control Bid, it must schedule and hold a hearing within three calendar days of the date on which the suspension is imposed and must make its determination within three calendar days after the hearing has been completed but no later than nine calendar days after the date on which the information regarding the increase, decrease or other change first is published or sent to offerees in Ohio. The Ohio Division may maintain its suspension of the continuation of the Control Bid if, based upon the hearing, it determines that all of the information required to be provided has not been provided by the offeror, that the information provided to offerees does not provide full disclosure of all material information concerning the increase, decrease or other change, or that the Control Bid is in material violation of any provision of the Ohio securities laws. If, after a hearing, the Ohio Division maintains the suspension, the offeror has the right to correct the disclosure and other deficiencies identified by the Ohio Division and to reinstate the Control Bid by filing new or amended information pursuant to the Ohio Takeover Statutes.

        The Purchaser has filed with the Ohio Division, and delivered to Hawk, the information required under the Ohio Takeover Statutes.

        Hawk Antitakeover Representations; Purchaser Reservation of Rights.    Hawk has represented in the Merger Agreement that the Hawk Board has approved, for purposes of Section 203 of the DGCL, the Merger Agreement, the Tender and Voting Agreements and the transactions contemplated by the Merger Agreement, such that Section 203 of the DGCL does not apply to the Merger Agreement, the Tender and Voting Agreements or the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Hawk has also represented in the Merger Agreement that, other than the applicability of Ohio Revised Code Section 1707.041, no other U.S. federal, Delaware or Ohio antitakeover laws apply to the Merger Agreement or the transactions contemplated thereby. The Purchaser has not attempted to comply with any other state takeover statutes in connection with the Offer or the Merger. The Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement, the Tender and Voting Agreements or the transactions contemplated by the Merger Agreement, and nothing in this Offer to Purchase or any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger, the Merger Agreement or the Tender and Voting Agreements, as applicable, the Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and the Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, the Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 15—"Certain Conditions of the Offer."

        Stockholder Litigation.    Since October 25, 2010, two putative stockholder class action complaints challenging the transaction contemplated by the Merger Agreement were filed in the Court of Chancery in the State of Delaware against Hawk, the individual members of the Hawk Board, Parent

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and the Purchaser. The complaints generally allege, among other things, that members of the Hawk Board breached their fiduciary duties owed to the public stockholders of Hawk by entering into the Merger Agreement, approving the Offer and the proposed Merger and failing to take steps to maximize the value of Hawk to its public stockholders, that the Supporting Stockholders breached their fiduciary duties of loyalty and entire fairness, and that Parent aided and abetted such breaches of fiduciary duties. In addition, the complaints allege that the Merger Agreement unduly restricts Hawk's ability to negotiate with rival bidders, and that Hawk stockholders have been deprived of the ability to make an informed decision as to whether to tender their Shares. The complaints generally seek, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting the defendants from consummating the Merger and other forms of equitable relief. Hawk has advised Parent that, while these lawsuits are at a preliminary stage, Hawk believes that the claims are without merit and intends to vigorously defend them.

17.   Appraisal Rights

        No appraisal rights are available with respect to Shares tendered and accepted for purchase in the Offer. However, if the Merger is consummated, stockholders who do not tender their Shares in the Offer and who do not vote for adoption of the Merger Agreement will have certain rights under the DGCL to demand appraisal of, and to receive payment in cash of the fair value of, their Shares, in lieu of the right to receive the Offer Price. Such rights to demand appraisal, if the statutory procedures are met, could lead to a judicial determination of the fair value of the Shares (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, unless the court determines otherwise, such dissenting stockholders would be entitled to receive interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. For the avoidance of doubt, Parent, the Purchaser and Hawk have acknowledged and agreed that, in any appraisal proceeding described herein, the fair value of the Shares subject to the appraisal proceeding will be determined in accordance with Section 262 of the DGCL without regard to the Top-Up Option or any of the shares of Company Common Stock issued upon the exercise of the Top-Up Option. The Delaware Supreme Court has stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the Offer Price.

        If any holder of Shares who demands appraisal under the DGCL fails to perfect, or effectively withdraws or loses his rights to appraisal as provided under the DGCL, each Share held by such stockholder will be converted into the right to receive the Merger Consideration. A stockholder may withdraw his, her or its demand for appraisal by delivering to Hawk a written withdrawal of his, her or its demand for appraisal and acceptance of the Merger within 60 days after the Effective Time (or thereafter with the consent of the Surviving Corporation).

        The foregoing discussion is not a complete statement of law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the DGCL.

You cannot exercise appraisal rights at this time. The information set forth above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in connection therewith, including the text of the relevant provisions of the DGCL, before you have to take any action relating thereto.

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If you sell your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but rather will receive the Offer Price therefor.

18.   Fees and Expenses

        Citigroup Global Markets Inc. ("Citi") is acting as dealer manager for the Offer and as financial advisor to Parent in connection with the acquisition of Hawk, for which services Citi will receive a customary fee. Citi also will be reimbursed for reasonable expenses incurred by it, including reasonable fees and expenses of external legal counsel, and Citi and related persons will be indemnified against liabilities, including liabilities under the federal securities laws, arising out of its engagement. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities of Parent and Hawk for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position in those securities.

        Parent and the Purchaser have retained D.F. King & Co., Inc. to act as the Information Agent and Citibank, N.A. to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will receive reasonable and customary compensation for their services.

        Neither Parent nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

19.   Miscellaneous

        The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Parent or the Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person will be deemed to be the agent of the Purchaser, the Depositary or the Information Agent for the purpose of the Offer.

        The Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO (of which this Offer to Purchase is a part) pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. Hawk is required under the rules of the SEC to file its Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 no later than ten business days from the date of this Offer to Purchase, setting forth the recommendation of the Hawk Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may, when filed, be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 8—"Certain Information Concerning Hawk" above.

HC Corporation

November 1, 2010

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SCHEDULE I

INFORMATION RELATING TO THE PURCHASER AND PARENT

1.     Directors and Executive Officers of Parent

        The following tables set forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each director and executive officer of Parent. The current business address of each of these individuals is 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina, 28277, and the current business phone number of each of these individuals is (704) 501-1100. Each such individual is a citizen of the United States of America.

Directors	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Robin J. Adams	Executive Vice President, Chief Financial Officer and Chief Administrative Officer (since 2004) and member of the Board of Directors (since 2005) of BorgWarner Inc., a leading, global supplier of highly engineered systems and components, primarily for vehicle powertrain applications. Member of the Audit and Pension and Benefits Committees of Parent.
Robert G. Bohn	Chairman (since January 2000) and President and Chief Executive Officer (since November 1997) of Oshkosh Truck Corporation, a manufacturer of specialty vehicles and bodies for access equipment, defense, fire and emergency and commercial uses. Director of Menasha Corporation. Former director (from June 1999 to January 2008) of Graco Inc. Chairman of the Pension and Benefits Committee and member of Compensation Committee of the Parent.
Robin S. Callahan	Past General Manager, Distribution and Marketing of International Business Machines Corporation, a computer manufacturer and provider of information technology services. Chairman of Audit Committee (since September 2008) and member of Executive and Compensation Committees of Parent.
Paul J. Choquette, Jr.	Vice Chairman (since January 2010) and former Chairman and Chief Executive Officer (from February 2002 to January 2010) of Gilbane, Inc., the holding company for Gilbane Development, Inc., and Gilbane Building Company, real estate development and construction management companies. Chairman of Compensation Committee and member of Executive and Pension and Benefits Committees of the Parent.
Terry D. Growcock	Chairman of the Board of Directors (from May 2007 to December 2008), Chairman and Chief Executive Officer (from February 2002 to April 2007), and President and Chief Executive Officer (from July 1998 to February 2002) of The Manitowoc Company, a multi-industry capital goods manufacturer. Director of Harris Corporation and Harsco Corporation. Member of Compensation, Corporate Governance and Nominating and Pension and Benefits Committees of Parent.
Stephen P. Munn	Lead Director (since June 2007) of the Parent. Former Chairman of the Board (from January 1994 to June 2007) and Chief Executive Officer (from September 1988 to February 2001) of Parent. Director of 62 mutual funds owned by Prudential. Member of the Executive Committee of the Company.

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Directors	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Gregg A. Ostrander	Executive Chairman of the Board of Directors (from January 2008 to July 2010), Chairman, President and Chief Executive Officer (from April 2001 to January 2008) and President and Chief Executive Officer (from 1994 to April 2001) of Michael Foods, Inc., a national leader in egg products, refrigerated potatoes and branded cheese for food service and retail markets, including chain restaurants. Mr. Ostrander retired from his position at Michael Foods,  Inc. in July 2010. Director of Arctic Cat Inc. and former director of Birds Eye Foods, Inc. (from November 2005 to December 2009). Member of the Audit and Compensation Committees of Parent.
David A. Roberts	Chairman, President and Chief Executive Officer (since June 2007) and Chairman of the Executive Committee of Parent (since September 2007). Former Chairman (from April, 2006 to June, 2007) and President and Chief Executive Officer (from June, 2001 to June, 2007) of Graco Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings. Director of Franklin Electric Co. and ADC Telecommunications, Inc. and former director of Arctic Cat Inc. (from August 2006 to March 2009).
Lawrence A. Sala	Chairman (since 2001), President (since 1995) and Chief Executive Officer (since 1997) of Anaren, Inc., manufacturer of microwave electronic components and subsystems for satellite and defense electronics, and telecommunications. Director of Anaren, Inc. (since 1995). Chairman of Corporate Governance and Nominating Committee and member of Audit and Executive Committees of Parent.
Magalen C. Webert	Private investor. Member of Pension and Benefits and Corporate Governance and Nominating Committees of Parent.

Executive Officers	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
John W. Altmeyer	President, Construction Materials division of Parent since July 1997.
John E. Berlin	President, Carlisle Interconnect Technologies division of Parent since February 1995.
Steven J. Ford	Vice President, Chief Financial Officer of Parent since November 2008 and Vice President, Secretary and General Counsel of Parent since July 1995.
Kevin G. Forster	President, Asia-Pacific division of Parent since January 2009; Group President, Specialty Products from February 2008 to January 2009; and President, Asia-Pacific from September 1997 to February 2008.
D. Christian Koch	President, Carlisle Industrial Brake & Friction, Inc., a subsidiary of Parent, since January 2009; President, Carlisle Asia-Pacific division from February 2008 to January 2009. Formerly employed by Graco,  Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings, (i) as Vice President and General Manager, Asia Pacific from January 2004 to February 2008, (ii) as Vice President and General Manager of Asia Pacific and Latin America from June 2003 to December 2003, (iii) as Vice President, Lubrication Equipment Division from January 2000 to June 2003, and (iv) in various sales and marketing positions in the Industrial and Lubrication Equipment Division prior to June 2003.

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Executive Officers	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Carol P. Lowe	Vice President of Parent since September 2010; President, Trail King Industries, a subsidiary of Parent, from November 2008 to September 2010; Vice President and Chief Financial Officer of Parent from May 2004 to November 2008; and Treasurer of Parent from January 2002 to May 2004.
David A. Roberts	Chairman, President and Chief Executive Officer (since June 2007) and Chairman of the Executive Committee of Parent (since September 2007). Former Chairman (from April, 2006 to June, 2007) and President and Chief Executive Officer (from June, 2001 to June, 2007) of Graco Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings. Director of Franklin Electric Co. and ADC Telecommunications, Inc. and former director of Arctic Cat Inc. (from August 2006 to March 2009).
Scott C. Selbach	Vice President, Corporate Development since April 2006. Formerly a Director of Torridon Companies LLC, a private investment firm, from May 2002 to April 2006.
David M. Shannon	President, Carlisle FoodService Products Incorporated, a subsidiary of Parent, since January 1997.
Fred A. Sutter	President, Engineered Transportation Solutions division of Parent since February 2008. Formerly employed by Graco Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings. as (i) Vice President and General Manager, Applied Fluid Technologies Division from February 2005 to February 2008, (ii) Vice President and General Manager, Industrial/Automotive Equipment Division from June 2003 to February, 2005, and (iii) Vice President, Asia-Pacific and Latin America from January 1999 to June 2003.
Kevin P. Zdimal	Vice President and Chief Accounting Officer of Parent since May 2010; Vice President and Treasurer of Parent from September 2008 to May 2010; and Vice President, Finance, of Carlisle Interconnect Technologies, a subsidiary of Parent, from July 2002 to September 2008.

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2.     Directors and Executive Officers of the Purchaser

        The following tables set forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each director and executive officer of the Purchaser. The current business address of each of these individuals is 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina, 28277, and the current business phone number of each of these individuals is (704) 501-1100. Each such individual is a citizen of the United States of America.

Directors	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Steven J. Ford	Vice President, Chief Financial Officer of Parent since November 2008 and Vice President, Secretary and General Counsel of Parent since July 1995. Director of the Purchaser since October 2010.
Michael L. Roberson	Vice President of Parent since 2005; Assistant General Counsel of Parent since 1995. Secretary and Director of the Purchaser since October 2010.
David A. Roberts	Chairman, President and Chief Executive Officer (since June 2007) and Chairman of the Executive Committee of Parent (since September 2007). Former Chairman (from April, 2006 to June, 2007) and President and Chief Executive Officer (from June, 2001 to June, 2007) of Graco Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings. Director of Franklin Electric Co. and ADC Telecommunications, Inc. and former director of Arctic Cat Inc. (from August 2006 to March 2009). Director of the Purchaser since October 2010.

Executive Officers	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
D. Christian Koch	President, Carlisle Industrial Brake & Friction, Inc., a subsidiary of Parent, since January 2009; President, Carlisle Asia-Pacific division from February 2008 to January 2009. Formerly employed by Graco,  Inc., manufacturer of fluid handling systems and components used in vehicle lubrication, commercial and industrial settings, (i) as Vice President and General Manager, Asia Pacific from January 2004 to February 2008, (ii) as Vice President and General Manager of Asia Pacific and Latin America from June 2003 to December 2003, (iii) as Vice President, Lubrication Equipment Division from January 2000 to June 2003, and (iv) in various sales and marketing positions in the Industrial and Lubrication Equipment Division prior to June 2003. President of the Purchaser since October 2010.
Michael L. Roberson	Vice President of Parent since 2005; Assistant General Counsel of Parent since 1995. Secretary and Director of the Purchaser since October 2010.

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        Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at the applicable address set forth below:

The Depositary for the Offer is:
Citibank, N.A.
By Mail: P.O. Box 859208 Braintree, MA 02185-9208	By Hand or Overnight Courier: 161 Bay State Drive Braintree, MA 02184

        Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may also be obtained from the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street
New York, New York 10005
(800) 659-5550 toll free
or (212) 269-5550

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
(877) 672-8442 toll free

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Exhibit (a)(1)(A)

IMPORTANT
TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFER
Projected Financial Information (dollar amounts are in millions; all amounts are approximate)
HC Corporation

SCHEDULE I

INFORMATION RELATING TO THE PURCHASER AND PARENT

EX-99.(A)(1)(B)

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Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL
To Tender Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 NET PER SHARE
Pursuant to the Offer to Purchase dated November 1, 2010
by
HC CORPORATION,
a Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME").

The Depositary for the Offer is:
Citibank, N.A.
By Mail: P.O. Box 859208 Braintree, MA 02185-9208	By Hand or Overnight Courier: 161 Bay State Drive Braintree, MA 02184

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW WITH SIGNATURE GUARANTEED IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 OR THE APPROPRIATE IRS FORM W-8, AS APPLICABLE. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

THIS LETTER OF TRANSMITTAL MAY NOT BE USED TO TENDER SHARES HELD IN THE HAWK CORPORATION 401(K) RETIREMENT PLAN. INSTEAD, YOU MUST USE THE SEPARATE INSTRUCTIONS IN THE "NOTICE TO PARTICIPANTS IN THE HAWK CORPORATION 401(K) RETIREMENT PLAN" SENT TO PARTICIPANTS IN THAT PLAN.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) STOCKHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))		Shares Tendered (Attach additional list if necessary)
		Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**
		Total Shares
*	Need not be completed by stockholders tendering by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4.

        This Letter of Transmittal is to be used by stockholders of Hawk Corporation ("Hawk"), if certificates for Shares (the "Share Certificates") are to be forwarded herewith or, unless an Agent's Message (as defined below), is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at The Depositary Trust Company ("DTC") pursuant to the procedures set forth in Section 3 of the Offer to Purchase, dated November 1, 2010 (the "Offer to Purchase").

        Stockholders of Hawk whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary at or prior to the Expiration Time or who cannot complete the procedure for book-entry transfer prior to the Expiration Time may tender their Shares according to the guaranteed delivery procedures set forth under Section 3 of the Offer to Purchase. See Instruction 2 below.

Additional Information if Shares Have Been Lost

        If Share Certificates you are tendering with this Letter of Transmittal have been lost, stolen, destroyed or mutilated, you should contact Computershare Investor Services, LLC, Hawk's Transfer Agent, at (800) 622-6757, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, including a determination of whether you will need to post a bond, and to permit timely processing of this documentation. See Instruction 11.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        DTC Participant Number

        Transaction Code Number

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

        Name(s) of Tendering Shareholder(s)

        Account Number

        Window Ticket Number (if any) or DTC Participant Number

        Date of Execution of Notice of Guaranteed Delivery , 2010

        Name of Institution which Guaranteed Delivery

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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

        The undersigned hereby tenders to HC Corporation, a Delaware corporation (the "Purchaser"), the above described shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), pursuant to the Purchaser's offer to purchase all of the outstanding Shares, at a purchase price of $50.00 per Share (the "Offer Price"), net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 1, 2010 (as it may be amended or supplemented, the "Offer to Purchase"), and in this Letter of Transmittal, as it may be amended or supplemented (which, together with the Offer to Purchase, constitute the "Offer").

        Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, "Distributions")) and irrevocably constitutes and appoints Citibank, N.A. (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of Hawk and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer. By tendering Shares in accordance with the procedures set forth herein, the undersigned also tenders the preferred stock purchase rights associated with such Shares.

        By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints each of the designees of the Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Hawk's stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such

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Shares (and any and all Distributions), including voting at any meeting of Hawk's stockholders or executing a written consent concerning any matter.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

        The undersigned understands that the Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

        Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered" above. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered" above. In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7)

        To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) and/or certificates for Shares not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue to:

Name	(Please Print)
Address
	(Zip Code)
	Taxpayer Identification or Social Security Number:

o Credit unpurchased Shares delivered by book-entry transfer to DTC account set forth below. Account Number:

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7)

        To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) and/or certificates for Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s).

Mail to:

Name	(Please Print)
Address
	Zip Code
	Taxpayer Identification or Social Security Number:

(Also Complete Substitute W-9 Below)

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SIGN HERE
(Please complete Substitute Form W-9 below)

        (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For Information concerning signature guarantees, see Instruction 1.)

Signature(s) of Stockholder(s)

Dated , 2010

Name(s)

(Please Print)

Capacity (full title)

Address (Zip Code)

Area Code and Telephone Number

Guarantee of Signature(s)
(If required; see Instructions 1 and 5)
(For use by Eligible Institutions only. Place medallion guarantee in space below)

Name of Firm

Address
	(Zip Code)

Authorized Signature

Name (Please Print)

Area Code and Telephone Number

Dated , 2010

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

        1.    Guarantee of Signatures.    No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in DTC's system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such holder has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing in the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

        2.    Requirements of Tender.    In order for a stockholder to validly tender Shares pursuant to the Offer, this Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by this Letter of Transmittal must be received by the Depositary at one of the addresses on the cover page of this Letter of Transmittal and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase and confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") must be received by the Depositary, in each case prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase).

        Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary at or prior to the Expiration Time or who cannot complete the procedure for delivery by book-entry transfer at or prior to the Expiration Time may tender their Shares pursuant to the guaranteed delivery procedure described under Section 3—"Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary at one of the addresses on the cover page of this Letter of Transmittal at or prior to the Expiration Time; and (iii) the Share Certificates representing all physically delivered Shares in proper form for transfer by delivery, or Book-Entry Confirmation of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary at such address within three NYSE Amex trading days after the date of execution of such Notice of Guaranteed Delivery, all as described under Section 3—"Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase.

        The term "Agent's Message" means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made only when actually received by the Depositary

8

(including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

        3.    Inadequate Space.    If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

        4.    Partial Tenders.    If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Total Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.     Signatures on Letter of Transmittal; Stock Powers and Endorsements.

        (a)    Exact Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

        (b)    Joint Holders.    If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

        (c)    Different Names on Certificates.    If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

        (d)    Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        (e)    Stock Powers.    If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

        (f)    Evidence of Fiduciary or Representative Capacity.    If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

        6.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or

9

such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

        7.    Special Payment and Delivery Instructions.    If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

        8.    Substitute Form W-9.    To avoid backup withholding, a tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering stockholder has been notified by the Internal Revenue Service ("IRS") that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary.

        Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        9.    Irregularities.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, shall be interpreted by the Purchaser, in the Purchaser's sole discretion, subject to the right of any party to seek judicial review in accordance with applicable law. No such determination shall be deemed to be final and binding on the parties unless such determination has been finally determined by a court of competent jurisdiction, with respect to which all appeals have been taken or waived. The Purchaser reserves the absolute right to reject any and all tenders determined by the Purchaser not to be in proper form or the acceptance for payment of which may, in the Purchaser's opinion, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of the Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser will interpret, in the Purchaser's sole discretion, the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto), subject to the right of any party to seek judicial review in

10

accordance with applicable law. No such determination shall be deemed to be final and binding on the parties unless such determination has been finally determined by a court of competent jurisdiction, with respect to which all appeals have been taken or waived.

        10.    Requests for Additional Copies.    Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery should be directed to the Information Agent at its telephone numbers and address set forth below.

        11.    Lost, Destroyed or Stolen Certificates.    If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify Computershare Investor Services, LLC as Transfer Agent at (800) 622-6757. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY AT OR PRIOR TO THE EXPIRATION TIME, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE AT OR PRIOR TO THE EXPIRATION TIME, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

11

IMPORTANT TAX INFORMATION

        Under federal income tax law, a stockholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder's correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the stockholder's TIN is such stockholder's Social Security number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

        Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9

        To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder's correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) that the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

        The tendering stockholder is required to give the Depositary the TIN, generally the Social Security number or Employer Identification Number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute W-9" for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the Depositary. If the Depositary is

12

provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50.00 penalty imposed by the IRS.

Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9 or IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary.

13

PAYER'S NAME:
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
Payer's Request for Taxpayer Identification Number ("TIN") Please fill in your name and address below.	CHECK APPROPRIATE BOX: o Individual/Sole Proprietor o Corporation o Partnership o Other	Part 3— Awaiting TIN o Part 4— Exempt o
Name Address (Number and Street) City, State and Zip Code	Part 2—Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. Person (including a U.S. resident alien). Certification Instructions—You must cross out Item (2) above if you have been notified by the IRS

Signature Date

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.

Signature Date

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
For this type of account:		Give name and EIN of:
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's SSN.

(3)

You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

        Payees specifically exempted from backup withholding on all payments include the following:

•

An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

•

The United States or any agency or instrumentality thereof.

•

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•

An international organization or any agency, or instrumentality thereof.

        Payees that may be exempt from backup withholding include the following:

•

A corporation.

•

A financial institution.

•

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•

A real estate investment trust.

•

A common trust fund operated by a bank under section 584(a).

•

An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

•

An entity registered at all times under the Investment Company Act of 1940.

•

A foreign central bank of issue.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

        Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.

•

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•

Payments of patronage dividends where the amount received is not paid in money.

•

Payments made by certain foreign organizations.

16

        Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•

Payments described in section 6049(b)(5) to non-resident aliens.

•

Payments on tax-free covenant bonds under section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to an individual.

        Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

        Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

        PRIVACY ACT NOTICE—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

        PENALTIES

        (1)   PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)   CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

        (3)   CRIMINAL PENALTY FOR FALSIFYING INFORMATION—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

        FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

17

The Depositary for the Offer is:
Citibank, N.A.
By Mail:	By Hand or Overnight Courier:
P.O. Box 859208 Braintree, MA 02185-9208	161 Bay State Drive Braintree, MA 02184

        Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and other related documents may also be obtained from the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
(800) 659-5550 toll free
or (212) 269-5550

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
(877) 672-8442 toll free

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Exhibit (a)(1)(B)

NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

EX-99.(A)(1)(C)

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Exhibit (a)(1)(C)

Notice of Guaranteed Delivery
For Tender of Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 NET PER SHARE
Pursuant to the Offer to Purchase dated November 1, 2010
by
HC CORPORATION,
a Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED
(Not to be used for Signature Guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME").

        This Notice of Guaranteed Delivery, or one substantially equivalent to this Notice of Guaranteed Delivery, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as defined below) are not immediately available or the certificates representing tendered Shares and all other required documents cannot be delivered to Citibank, N.A. (the "Depositary") prior to the expiration of the Offer or if the procedure for delivery by book-entry transfer cannot be completed prior to the expiration of the Offer. This instrument may be delivered, transmitted by facsimile transmission or mailed to the Depositary. See Section 3—"Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase (as defined below).

The Depositary for the Offer is:
Citibank, N.A.
By Mail: P.O. Box 859208 Braintree, MA 02185-9208	By Facsimile Transmission: (781) 930-4942	By Hand or Overnight Courier: 161 Bay State Drive Braintree, MA 02184

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

THE GUARANTEE INCLUDED WITH THIS NOTICE OF GUARANTEED DELIVERY MUST BE COMPLETED.

Ladies and Gentlemen:

        The undersigned, pursuant to the guaranteed delivery procedure set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase, hereby tender(s) to HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation, the number of shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), indicated below pursuant to the offer by the Purchaser to purchase all of the outstanding Shares of Hawk, at a purchase price of $50.00 per share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 (which, together with any amendments and supplements thereto, collectively constitute the "Offer to Purchase"), and in the related letter of transmittal (as it may be amended or supplemented, the "Letter of Transmittal") (which, together with the Offer to Purchase, constitute the "Offer").

Certificate Numbers (if available)	SIGN HERE
	Signature(s)
	(Name(s)) (Please Print)
	(Addresses)
If delivery will be by book-entry transfer:

Name of Tendering Institution	(Zip Code)
	(Area Code and Telephone Number)

Account Number

2

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), hereby guarantees (i) that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) the delivery to the Depositary, at one of its addresses set forth above, of the certificates evidencing all Shares tendered by this Notice of Guaranteed Delivery in proper form for transfer, or confirmation of the book-entry transfer of Shares into the Depositary's account at The Depository Trust Company, in either case, together with delivery of a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) with any required signature guarantee, or an Agent's Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, within three Amex trading days after the date of execution of this Notice of Guaranteed Delivery.

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing tendered Shares to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name)

(Area Code and Telephone Number)

        Dated:                              , 2010.

NOTE:    DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

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Exhibit (a)(1)(C)

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)

EX-99.(A)(1)(D)

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Exhibit (a)(1)(D)

Offer To Purchase For Cash
All Outstanding Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 NET PER SHARE
Pursuant to the Offer to Purchase dated November 1, 2010
by
HC CORPORATION,
a Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME").

November 1, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        We have been engaged by HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), to act as the Dealer Manager in connection with the Purchaser's offer to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), at a purchase price of $50.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 (as it may be amended and supplemented, the "Offer to Purchase"), and the related Letter of Transmittal enclosed herewith, as it may be amended and supplemented (which, together with the Offer to Purchase, constitute the "Offer").

        The Purchaser is making the Offer pursuant to an Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time, the "Merger Agreement"), among Parent, the Purchaser and Hawk. The Merger Agreement is more fully described in the Offer to Purchase Section 12—"The Merger Agreement; Other Agreements."

        For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Offer to Purchase;

        2.     The related Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" providing information relating to backup federal income tax withholding;

        3.     The Notice of Guaranteed Delivery to be used to accept the Offer if share certificates for such Shares (the "Share Certificates") are not immediately available or time will not permit all required documents to reach Citibank, N.A. (the "Depositary") at or before the Expiration Time or the procedures for book-entry transfer cannot be completed at or before the Expiration Time;

        4.     Hawk's Solicitation/Recommendation Statement on Schedule 14D-9 and accompanying letter from Hawk, in each case filed with the U.S. Securities and Exchange Commission;

        5.     A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

        6.     A return envelope addressed to the Depositary for your use only.

The Offer is subject to certain conditions as described in the Offer to Purchase Section 15—"Certain Conditions of the Offer."

We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at 12:00 midnight, New York City time, at the end of the day on Tuesday, November 30, 2010, unless the Offer is extended.

        In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary and either (A) the share certificates evidencing tendered Shares must be received by the Depositary or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described in the Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to Purchase) must be received by the Depositary, in each case prior to the Expiration Time. Alternatively, a stockholder may be able to validly tender such stockholder's Shares by completing and returning the Notice of Guaranteed Delivery using the procedures described in Section 3 of the Offer to Purchase.

        Neither Parent nor the Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than to the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

        Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Dealer Manager or the Information Agent at the address and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

Nothing contained herein or in the enclosed documents shall render you the agent of the Purchaser, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

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Exhibit (a)(1)(D)

EX-99.(A)(1)(E)

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Exhibit (a)(1)(E)

Offer To Purchase For Cash
All Outstanding Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 NET PER SHARE
Pursuant to the Offer to Purchase dated November 1, 2010
by
HC CORPORATION,
a Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME").

November 1, 2010

To Our Clients:

        Enclosed for your consideration are the Offer to Purchase, dated November 1, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal in connection with the offer (which, as each may be amended and supplemented, together constitute the "Offer") by HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), at a purchase price of $50.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time, the "Merger Agreement"), among Parent, the Purchaser and Hawk. The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer, and subject to certain conditions specified in this Offer to Purchase, the Purchaser will be merged with and into Hawk (the "Merger") with Hawk continuing as the surviving corporation and wholly owned by Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Hawk or owned by the Purchaser, Parent or any wholly owned subsidiary of Parent or of Hawk immediately prior to the Effective Time which will be canceled and retired and will cease to exist without any conversion thereof and no payment or distribution will be made with respect thereto, or (ii) by stockholders who validly exercise their appraisal rights in connection with the Merger), will be canceled and converted into the right to receive an amount in cash per Share equal to the Offer Price, without interest, less applicable withholding taxes. The Merger Agreement is more fully described in the Offer to Purchase Section 12—"The Merger Agreement; Other Agreements."

The board of directors of Hawk and a special committee thereof consisting solely of independent directors (the "Special Committee") have each unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable to, fair to and in the best interests of Hawk's stockholders. The Special Committee unanimously recommended that the board of directors of Hawk (i) approve the Merger Agreement and

the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommend to Hawk's stockholders that they accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger. The board of directors of Hawk, based upon, among other things, the recommendation of the Special Committee, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommends that Hawk's stockholders accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger.

        We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

        Please note carefully the following:

        1.     The offer price for the Offer is $50.00 per Share, net to you in cash, without interest, less any applicable withholding taxes.

        2.     The Offer is being made for all outstanding Shares.

        3.     The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on Tuesday, November 30, 2010, unless the Offer is extended or earlier terminated.

        4.     The Offer is conditioned upon, among other things, the Merger Agreement not being terminated in accordance with its terms and (i) there having been validly tendered and not withdrawn that number of Shares that, together with any other Shares then owned by Parent or the Purchaser, would represent at least a majority of the issued and outstanding Shares on a fully diluted basis, (ii) Hawk having redeemed all of Hawk's Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there being no outstanding shares of the Series D Preferred Stock, (iii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares pursuant to the Offer having expired or been terminated, and (iv) any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transactions contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, having been obtained or being in full force and effect or having expired, as applicable. The Offer also is subject to other conditions as described in the Offer to Purchase Section 15—"Certain Conditions of the Offer." There is no financing condition to the Offer.

        If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Time.

        The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

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INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
HAWK CORPORATION
at
$50.00 NET PER SHARE
Pursuant to the Offer to Purchase dated November 1, 2010
by
HC CORPORATION,
a Wholly Owned Subsidiary of
CARLISLE COMPANIES INCORPORATED

        The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 1, 2010, and the related Letter of Transmittal in connection with the offer (which, together and as each may be amended or supplemented, constitute the "Offer") by HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), at a purchase price of $50.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.

        The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended.

Number of Shares to be Tendered:	SIGN HERE
Shares*	Signature(s)
Dated                                                               , 2010	Name(s)
Account Number:	Address(es)
	(Zip Code)
	Area Code and Telephone Number
	Taxpayer Identification or Social Security Number

*

Unless otherwise indicated, it will be assumed that all Shares held for the undersigned's account are to be tendered.

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Exhibit (a)(1)(E)

EX-99.(A)(1)(F)

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Exhibit (a)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated November 1, 2010, and the related Letter of Transmittal, and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock
(including the associated preferred share purchase rights)
of
Hawk Corporation
at
$50.00 Net Per Share
by
HC Corporation,
a Wholly Owned Subsidiary
of
Carlisle Companies Incorporated

        HC Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation ("Parent"), is offering to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), at a purchase price of $50.00 per Share (the "Offer Price"), net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the "Offer"). Stockholders of record who tender directly to Citibank, N.A. (the "Depositary") will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, bank or other nominee should consult such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, NOVEMBER 30, 2010, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME"). 

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2010 (as it may be amended from time to time, the "Merger Agreement"), among Parent, the Purchaser and Hawk. The Merger Agreement provides, among other things, that, following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Hawk (the "Merger"), with Hawk continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Hawk or owned by the Purchaser, Parent or any wholly owned subsidiary of Parent or of Hawk immediately prior to the Effective Time, which Shares will be canceled and retired and will cease to exist without any conversion thereof and with no payment or distribution made with respect thereto, or (ii) by stockholders who validly exercise their appraisal rights in connection with the Merger), will be

canceled and converted into the right to receive an amount in cash per Share equal to the Offer Price, without interest, less any applicable withholding taxes. The Merger Agreement is more fully described in the Offer to Purchase.

        The Offer is conditioned upon, among other things, the Merger Agreement not being terminated in accordance with its terms and (i) there having been validly tendered and not withdrawn that number of Shares that, together with any other Shares then owned by Parent or the Purchaser, would represent at least a majority of the issued and outstanding Shares on a fully diluted basis (the "Minimum Tender Condition"), (ii) Hawk having redeemed all of the Hawk Series D Preferred Stock in accordance with Section 8 of Hawk's Certificate of Designation of the Series D Preferred Stock and there being no outstanding shares of the Hawk Series D Preferred Stock, (iii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares pursuant to the Offer having expired or been terminated, and (iv) any approval or consent of any federal, state, local or foreign governmental or regulatory authority that is necessary for the transactions contemplated by the Merger Agreement to be consummated in accordance with the terms of the Merger Agreement, or any relevant material statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, having been obtained or being in full force and effect or having expired, as applicable. The Offer also is subject to other conditions as described in this Offer to Purchase. There is no financing condition to the Offer.

The board of directors of Hawk (the "Hawk Board") and a special committee thereof consisting solely of independent directors (the "Special Committee") have each unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable to, fair to and in the best interests of Hawk's stockholders. The Special Committee unanimously recommended that the Hawk Board (i) approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommend to Hawk's stockholders that they accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger. The Hawk Board, based upon, among other things, the recommendation of the Special Committee, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) recommends that Hawk's stockholders accept the Offer, tender their shares of Hawk Class A common stock, and, if applicable, vote in favor of the Merger.

        Concurrently with the execution of the Merger Agreement, and as a condition and inducement to Parent entering into the Merger Agreement, three holders of Shares (the "Supporting Stockholders"), including Hawk's Chairman and Chief Executive Officer and two other directors, have each entered into a Tender and Voting Agreement with Parent and the Purchaser (the "Tender and Voting Agreements"). Pursuant to the Tender and Voting Agreements, each of the Supporting Stockholders has agreed, among other things, (i) to tender in the Offer all of his Shares, (ii) that, in the event a vote of Hawk's stockholders is required in furtherance of the Merger Agreement or the transactions contemplated thereby, including the Merger, he will vote all of his Shares (to the extent any such Shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith, and (iii) to consent to the redemption by Hawk of all of his shares of Hawk's Series D Preferred Stock. The Tender and Voting Agreements will automatically terminate upon the termination of the Merger Agreement in accordance with its terms. The Shares currently beneficially owned by the Supporting Stockholders represent in the aggregate approximately 34% of the currently outstanding Shares on a fully diluted basis.

        Pursuant to the Merger Agreement, the Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that Purchaser cannot, without Hawk's consent (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any of the conditions to the Offer in a manner adverse to the holders of Shares, (v) extend the Expiration Time

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(except as expressly provided in the Merger Agreement), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Shares.

        Subject to the satisfaction or waiver of all the conditions to the Offer, the Purchaser will accept for payment, and promptly pay for, Shares validly tendered and not validly withdrawn pursuant to the Offer at or prior to the Expiration Time. The Merger Agreement provides that if each condition to the Offer (other than conditions which by their nature are to be satisfied at the closing of the Offer) is not satisfied or (to the extent waivable) waived by Parent or the Purchaser prior to December 24, 2010 (the "Outside Date"), then the Purchaser must extend the Offer for one or more periods until such time as all conditions to the Offer are satisfied; provided, that the Purchaser will not be required to extend the Offer beyond the Outside Date. The Purchaser may also extend the Offer to comply with any applicable rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or its staff or the NYSE Amex applicable to the Offer.

        Any extension, delay, termination or amendment of the Offer will be followed promptly by a public announcement thereof in accordance with Rule 14e-1(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        If, after the expiration of the Offer, fewer than 90% of the issued and outstanding Shares are accepted for payment pursuant to the Offer, then the Purchaser may, and at the request of Hawk, will, provide for a "Subsequent Offering Period" in accordance with Rule 14d-11 under the Exchange Act. A Subsequent Offering Period is different from an extension of the Offer. A Subsequent Offering Period, if included, will be an additional period of not less than three business days beginning on the next business day following the then-scheduled Expiration Time. Shares tendered during a Subsequent Offering Period may not be withdrawn. If the Purchaser elects to provide for a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for all Shares that were validly tendered during the initial offering period. The Purchaser will immediately accept and promptly pay for any Shares tendered during the Subsequent Offering Period. Other than as may be required by the terms of the Merger Agreement, the Purchaser does not currently intend to provide a Subsequent Offering Period for the Offer, although the Purchaser reserves the right to do so. If the Purchaser elects to provide or extend any Subsequent Offering Period, a public announcement will be made promptly after the day on which the Offer was scheduled to expire in accordance with Rule 14d-11(d) under the Exchange Act.

        For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when the Purchaser gives notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to its rights under the Offer, the Depositary may retain tendered Shares on its behalf, and such Shares may not be withdrawn, except to the extent that tendering stockholders are entitled to withdrawal rights as described in the Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will the Purchaser pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment.

        In all cases, including for Shares tendered during any Subsequent Offering Period, the Purchaser will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The

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Depository Trust Company ("DTC") pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. If you wish to tender Shares in the Offer and the Share Certificates are not immediately available or time will not permit all required documents to reach the Depositary at or before the Expiration Time or the procedures for book-entry transfer cannot be completed at or before the Expiration Time, your Shares may nevertheless be tendered if you comply with all of the guaranteed delivery procedures set forth in the Offer.

        Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after December 30, 2010. For a withdrawal to be effective, a written or facsimile notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered holder and the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in the Offer to Purchase at any time prior to the Expiration Time.

        The information required to be disclosed by Rule 14d-6(d)(1) under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

        Hawk provided the Purchaser with Hawk's stockholder lists and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and related documents to holders of Shares. The Offer to Purchase and related Letter of Transmittal, together with Hawk's Solicitation/Recommendation Statement on Schedule 14D-9, will be mailed to record holders of Shares whose names appear on Hawk's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing.

        The receipt of cash by a holder of Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. See the Offer to Purchase for a more detailed discussion of the material U.S. tax treatment of the Offer. You are urged to consult with your own tax advisor as to the particular tax consequences to you of the Offer or the Merger.

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The Offer to Purchase and the related Letter of Transmittal contain important information. Stockholders should read both documents carefully and in their entirety before making a decision with respect to the Offer.

        Questions and requests for assistance may be directed to the Information Agent at the address and telephone numbers set forth below. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related documents may be directed to the Information Agent. Such copies will be furnished promptly at the Purchaser's expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street
New York, New York 10005
(800) 659-5550 toll free, or (212) 269-5550

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
(877) 672-8442 toll free

November 1, 2010

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QuickLinks

Exhibit (a)(1)(F)

Notice of Offer to Purchase for Cash All Outstanding Shares of Class A Common Stock (including the associated preferred share purchase rights) of Hawk Corporation at $50.00 Net Per Share by HC Corporation, a Wholly Owned Subsidiary of Carlisle Companies Incorporated

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

NOTICE TO PARTICIPANTS IN THE

HAWK CORPORATION 401(K) RETIREMENT PLAN

Date:  November 1, 2010

Dear Plan Participant:

The Tender Offer

As you may be aware, HC Corporation, a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Carlisle Companies Incorporated, a Delaware corporation (“Parent”), announced on October 15, 2010, an offer to purchase for cash all outstanding Class A common stock, par value $0.01 per share, including the associated preferred share purchase rights (the “Shares”), of Hawk Corporation, a Delaware corporation (“Hawk”), at a price of $50.00 per share in cash, net to the seller (the “Offer Price”), without interest, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).  Also enclosed is Hawk’s Solicitation/Recommendation Statement on Schedule 14D-9, which sets forth, among other things, the recommendation by the Hawk’s board of directors that Hawk’s stockholders accept the Offer and tender their Shares into the Offer.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of October 14, 2010 (together with any amendments and supplements thereto, the “Merger Agreement”), among Parent, the Purchaser and Hawk.  The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”) and other applicable law, the Purchaser will merge with and into Hawk, with Hawk being the surviving corporation (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transaction”).  Upon the effective time of the Merger, each Share that is outstanding and has not been accepted for purchase pursuant to the Offer (other than Shares that are held by (1) Hawk, Carlisle, the Purchaser and any of their respective wholly-owned subsidiaries, which will cease to exist with no consideration to be paid in exchange therefor, and (2) Hawk stockholders, if any, who properly perfect their appraisal rights under the DGCL) will be cancelled and converted into the right to receive cash in an amount equal to the Offer Price in cash, without interest, and Hawk will become a wholly-owned subsidiary of Carlisle.

Your Prompt Response is Requested

The Offer is being made for all outstanding Shares, including those Shares credited to your account under the Hawk Corporation 401(k) Retirement Plan (the “Plan”).  As a participant in the Plan, if a portion of your account is invested in the Hawk Corporation Common Stock Fund (the “Hawk Stock Fund”), you are encouraged to promptly provide directions to Ellen Philip Associates, Inc., acting as the independent tabulation agent (the “Tabulation Agent”), to tender all, some or none of the Shares allocated to your separate Plan account.  The Tabulation Agent will remit any tender instructions to Prudential Bank & Trust, FSB, the trustee of the Plan (the “Trustee”).  By timely and properly instructing the Tabulation Agent to cause the Trustee to

“tender” the Shares allocated to your separate Plan account, you are instructing the Trustee to surrender those Shares for the Offer Price in connection with the Offer.

If you would like to tender Shares allocated to your account under the Plan in the Offer, you must provide your directions to the Tabulation Agent by promptly completing and returning the enclosed Tender Offer Instruction Form (the “Instruction Form”) to the Tabulation Agent.  If you do not send timely instructions to the Tabulation Agent, the Trustee will treat this as an instruction NOT to tender.

In order to direct the Trustee, your direction, however submitted, must be received by the Independent Plan Tabulator, no later than 12:00 noon, New York City time, on Friday, November 26, 2010 (the “Plan Deadline”).  You may submit your written instructions by returning your completed, signed and dated Instruction Form in the enclosed postage-prepaid envelope or by mailing it to Ellen Philip Associates, 134 West 26th Street, New York, NY 10001.  In the event that the Purchaser extends the expiration date for the Offer (currently 12:00 Midnight, New York City time, on November 30, 2010,), the Plan Deadline will automatically be extended to 12:00 noon, New York City time, on the date that is two business days prior to the new expiration date.  Any extensions of the expiration date for the Offer will be publicly announced.

Important Note About the Hawk Stock Fund

Please note, in order for the Trustee to have sufficient time to prepare administratively to respond to the Offer, you will be temporarily unable to make investments or other transfers in or out of the Hawk Stock Fund.  As a result, in general, you may not purchase, sell or otherwise acquire any Shares during this “blackout period” as transactions with respect to the Hawk Stock Fund will be suspended for all participants in the Plan with Shares allocated to their accounts.  The blackout period is expected to start on the Plan Deadline.  The blackout period could end as soon as the Trustee receives proceeds from the tender of Shares (which is expected to occur promptly following the expiration date of the Offer).  However, it may be necessary to extend the blackout period until completion of the Merger.  The blackout  period may be terminated or delayed in the event of an extension of the Offer.  In the event of an extension of the Offer, the blackout period will start on the date that is the extended Plan Deadline and possibly continue until completion of the Merger.

Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

During the blackout period, you will be unable to make investment or other transfers in or out of, or request distributions from, the Hawk Stock Fund.  For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period.  For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds.  Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

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During the periods described above, you can determine whether the blackout period has started or ended by contacting the Plan participant services line at 1-800-724-7526 Monday through Friday from 7:00 a.m. to 11:00 p.m., New York City time.

Federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of the blackout period on your retirement and financial plans.  Given the timing of the Offer, however, this notice could not be provided 30 days in advance.

Enclosed For Your Review

Enclosed for your review are the following materials about the Offer:

1.the Offer to Purchase, dated November 1, 2010, which contains important details about the Offer;

2.Hawk’s Solicitation/Recommendation Statement on Schedule 14D-9;

3.a Letter of Transmittal (for informational purposes only);

4.a Tender Offer Instruction Form; and

5.a postage-paid reply envelope.

The enclosed information relates only to Shares allocated to your Plan account.  If you own other Shares outside of the Plan, you should receive separate mailings relating to those Shares.

Please Provide Your Instructions to the Tabulation Agent.

Submit your written instructions by promptly completing, signing and dating the enclosed Instruction Form and mailing it to the Tabulation Agent in the enclosed postage paid reply envelope.  If you have instructed the Trustee to tender some or all of the Shares credited to your account under the Plan, you may withdraw this instruction by submitting a new direction, which will have the effect of revoking your prior instruction.  No matter how many instructions you submit, only your last instruction received by the Tabulation Agent prior to the Plan Deadline will count for tabulation purposes.  All new instructions must be received by the Tabulation Agent on or before the Plan Deadline, which is 12:00 noon, New York City time, on Friday, November 26, 2010.

Please note, if your Instruction Form is not received on or before the Plan Deadline, the Trustee will NOT tender your Shares, unless required by law to do otherwise.  If the Offer and the Merger are successfully completed, any Shares allocated to your Plan account that are not tendered in the Offer will be converted at the effective time of the Merger into the right to receive the Offer Price, without interest, unless you properly exercise appraisal rights under the DGCL.

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Proceeds from Tender

The Trustee will invest proceeds from the tender of the Shares credited to your account under the Plan in the Lifetime Growth Fund.  Once the blackout period has ended, you may redirect investment of the proceeds into other investment funds available under the Plan.

Your Decision is Confidential

All instructions received by the Tabulation Agent from individual participants will be held in confidence and will not be divulged to any person, including Hawk, Parent, the Purchaser or any of their respective directors, officers, employees or affiliates, except the Tabulation Agent will instruct the Trustee regarding the instructions received from individual participants.

For Additional Information

If you have any questions about the Offer, please contact D.F. King & Co., Inc., the information agent for the Offer, at (800) 659-5550 (toll free) or (212) 269-5550.  Additionally, all tender offer materials that have been filed with the U.S. Securities and Exchange Commission are available online at www.sec.gov.  You may also call the above number to request a new Instruction Form or for assistance in filling out the form.

Sincerely,

HAWK CORPORATION

Thomas A. Gilbride

Plan Administrator

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EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

EFiled: Oct 25 2010 4:17PM EDT
Transaction ID 33995087
Case No. 5925-

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

TIMOTHY B. HARDY, On Behalf of himself and All Others Similarly Situated,	) )
	)
Plaintiff,	)      C.A. No.
	)
v.	)
	)
HAWK CORPORATION, RONALD E. WEINBERG, NORMAN C. HARBERT, BYRON S. KRANTZ, ANDREW T. BERLIN, PAUL R. BISHOP, DAN T. MOORE, III, RICHARD T. MARABITO, CARLISLE COMPANIES INCORPORATED, and HC CORPORATION.	) ) ) ) )
	)
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Timothy B. Hardy (“Plaintiff”), on behalf of himself and all others similarly situated, by his attorneys, alleges the following upon information and belief, except as to those allegations pertaining to Plaintiff which are alleged upon personal knowledge:

NATURE OF THE ACTION

1.             This is a shareholder class action complaint on behalf of the holders of the common stock of Hawk Corporation (“Hawk” or the “Company”) against certain officers and/or directors of Hawk, and other persons and entities (collectively, “Defendants”) involved in a proposed transaction through which the Company will merge with Carlisle Companies Incorporated (“Carlisle”) for inadequate consideration (the “Proposed Transaction”).

2.             On October 15, 2010, Hawk issued a press release announcing that they had entered into a definitive merger agreement for Carlisle to acquire Hawk, via a tender offer, in a

deal valued at approximately $413 million. Under the terms of the Proposed Transaction, Hawk common shareholders will receive $50.00 per share in cash for each share of Hawk they own.

3.             Specifically, pursuant to the Agreement and Plan of Merger dated October 14, 2010 (“Merger Agreement”) entered into between Carlisle and its wholly owned subsidiary, HC Corporation (“Merger Sub”), Carlisle and Merger Sub will commence a cash tender offer (the “Tender Offer”) to purchase all outstanding shares of Hawk’s Class A common stock at a purchase price of $50.00 per share in cash, to be followed by a merger of Merger Sub with and into the Company (the “Merger”).

4.             As described below, both the value to Hawk common shareholders contemplated in the Proposed Transaction and the process by which Defendants propose to consummate the Proposed Transaction are fundamentally unfair to Plaintiff and the other common shareholders of the Company. The Individual Defendants’ conduct constitutes a breach of their fiduciary duties owed to Hawk’s common shareholders, and a violation of applicable legal standards governing the Individual Defendants’ conduct.

5.             For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin Defendants from taking any steps to consummate the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from the Individual Defendants’ violations of their fiduciary duties of loyalty, good faith, due care, and full and fair disclosure.

PARTIES

6.             Plaintiff currently holds shares of common stock of Hawk and has held such shares since prior to the wrongs complained of herein.

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7.             Defendant Hawk is a Delaware corporation with its corporate offices located at 200 Public Square, Suite 1500, Cleveland, OH 44114. Hawk is a leading worldwide supplier of highly engineered products. Hawk’s products include friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, recreational and performance automotive vehicles.  Hawk has about 930 employees at 12 manufacturing, research, sales and international offices and administrative sites in 7 countries.

8.             Defendant Ronald E. Weinberg (“Weinberg”) is Chairman of the Board and Chief Executive Officer of the Company. Weinberg has served as a director of the Company since March 1989. Weinberg is a co-founder of Hawk and has served in various senior executive capacities since 1989.  Pursuant to his employment agreement with Hawk, if Weinberg is terminated other than for cause, including a termination or relocation due to a change of control, as of December 31, 2009, Weinberg was entitled to payments totaling $7,447,113. Weinberg beneficially owns 1,409,965 shares of Company common stock, or 18.2% of the Company’s outstanding common stock. In addition, Weinberg owns 689 shares of Hawk Series D Preferred Stock (“Series D Stock”), or 45% of the Company’s outstanding Series D Stock. As detailed below, Weinberg, along with defendants Norman Harbert and Byron Krantz, who collectively hold approximately 34% of Hawk’s outstanding common stock and 100% of the Company’s Series D Stock, have entered into agreements with Carlisle whereby they have agreed to tender their shares of common stock in support of the Proposed Transaction, have consented to the redemption of their Series D Stock in exchange for payment of $1,000 per share of Series D Stock held at closing, and have executed an irrevocable proxy to Carlisle to vote their shares of common stock and Series D Stock at any meeting of Hawk shareholders (“Tender Agreements”).

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9.             Defendant Norman C. Harbert (“Harbert”) is Hawk’s founder and Chairman Emeritus of the Board.  Harbert has served as a director since March 1989. Harbert was Co-Chairman of the Board and Co-Chief Executive Officer from 1998 to 2001, Senior Chairman of the Board from 2002 to 2004 and President of the Company in 2005. Harbert beneficially owns 1,096,642 shares of Company Common Stock, or 14.1% of the Company’s outstanding common stock.  In addition, Harbert owns 689 shares of Hawk’s Series D Stock, or 45% of the Company’s outstanding Series D Stock. Harbert has entered into a Tender Agreement in support of the Proposed Transaction.

10.           Defendant Byron S. Krantz (“Krantz”) has been Hawk’s Secretary and a director since March 1989. Krantz has been a partner of Hawk’s outside corporate counsel, Kohrman Jackson & Krantz P.L.L. since 1984.  Krantz beneficially owns 292,940 shares of Company Common Stock, or 3.8% of the Company’s outstanding common stock.  In addition, Krantz owns 152 shares of Hawk’s Series D Stock, or 10% of the Company’s outstanding Series D Stock. Krantz has entered into a Tender Agreement whereby he has committed to tender these shares in support of the Proposed Transaction.

11.           Defendant Andrew T. Berlin (“Berlin”) has been a director of the Company since 2002.

12.           Defendant Paul R. Bishop (“Bishop”) has been a director of the Company since 1993.

13.           Defendant Dan T. Moore III (“Moore”) has been a director of the Company since 2003.

14.           Defendant Richard T. Marabito (“Marabito”) has been a director of the Company and Chairman of the Audit Committee since 2008.

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15.           Defendants Weinberg, Harbert, Krantz, Berlin, Bishop, Moore, and Marabito are collectively referred to hereinafter as the “Individual Defendants.”

16.           Defendant Carlisle is a diversified global manufacturing company serving the construction materials, commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction, foodservice, aerospace, and test and measurement industries.

17.           Defendant HC Corporation, is a wholly-owned subsidiary of Carlisle.

18.           Defendants Carlisle and HC Corporation are sometimes referred to herein collectively, as “Carlisle”.

THE FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS

19.           By reason of the Individual Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with Plaintiff and the other public shareholders of Hawk and owe Plaintiff and the other members of the Class the duties of good faith, fair dealing, loyalty and full and candid disclosure.

20.           By virtue of their positions as directors and/or officers of Hawk, the Individual Defendants, at all relevant times, had the power to control and influence, and did control and influence and cause Hawk to engage in the practices complained of herein.

21.           Each of the Individual Defendants is required to act in good faith, in the best interests of the Company’s shareholders and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person.  In a situation where the directors of a publicly traded company undertake a transaction that may result in a change in corporate control, the directors must take all steps reasonably required to maximize the value shareholders will receive rather than use a change of control to benefit themselves, and to disclose all material information concerning the proposed change of control to enable the shareholders to make an

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informed voting decision.  To diligently comply with this duty, the directors of a corporation may not take any action that:

(a)           adversely affects the value provided to the corporation’s shareholders;

(b)           contractually prohibits them from complying with or carrying out their fiduciary duties;

(c)           discourages or inhibits alternative offers to purchase control of the corporation or its assets; or

(d)           will otherwise adversely affect their duty to search for and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

22.           Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated duties owed to Plaintiff and the other public shareholders of Hawk, including their duties of loyalty, good faith and independence, insofar as they, inter alia, engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by Plaintiff or the public shareholders of Hawk common stock (the “Class”).

CLASS ACTION ALLEGATIONS

23.           Plaintiff brings this action pursuant to Court of Chancery Rule 23, individually and on behalf of the Class. The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants.

24.           This action is properly maintainable as a class action.

25.           The Class is so numerous that joinder of all members is impracticable. As of July 31, 2010, Hawk had in excess of 7.7 million shares of Class A common stock outstanding.

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Members of the Class are scattered throughout the United States and are so numerous that it is impracticable to bring them all before this Court.

26.           Questions of law and fact exist that are common to the Class, including, among others:

(a)           whether the Individual Defendants have fulfilled and are capable of fulfilling their fiduciary duties owed to Plaintiff and the Class;

(b)           whether the Individual Defendants have engaged and continue to engage in a scheme to benefit themselves at the expense of Hawk shareholders in violation of their fiduciary duties;

(c)           whether the Individual Defendants are acting in furtherance of their own self interest to the detriment of the Class;

(d)           whether Defendants have disclosed and will disclose all material facts in connection with the Proposed Transaction; and

(e)           whether Plaintiff and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

27.           Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class.  Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

28.           The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications

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with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

29.           Preliminary and final injunctive relief on behalf of the Class as a whole is entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable and causing injury to the Class.

SUBSTANTIVE ALLEGATIONS

A.Background

30.           Hawk was founded by defendants Weinberg and Harbert in 1989. The Hawk name was drawn from the initials of the founding Board members: “HA” from Harbert, “W” for Weinberg, plus “K” from Krantz, the man who had brought the partners together.

31.           Hawk manufactures specialized components across four product groups. The Wellman Products Group is a leading producer of friction-related assemblies used in the aerospace industry, trucks, motorcycles, mountain bikes, construction vehicles, agricultural vehicles, off-road vehicles, and industrial vehicles. Wellman products are distributed around the world and manufactured in plants located in North America, Europe, and China. Hawk’s Precision Components Group manufactures advanced powder metal parts used in a wide range of applications: fluid power, trucks, home appliances, power tools, lawn and garden equipment, construction equipment, office equipment, and automotive products. Hawk’s Motor Group supplies rotors for use in large and small household appliances as well as automated office machines. Finally, the Hawk Performance Group manufactures high-performance parts, such as gears, bearings, driveshafts, bellhousings, and starters for use in a variety of applications,

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including high-performance auto, severe-duty fleet, motor sports, emergency vehicles, light truck, motorcycle, snowmobile, and military.

32.           In late 2008, the Company began to experience the effects of the economic downturn that plagued both the economy generally and the vehicle and equipment industry Hawk competes in specifically. On March 10, 2009, the Company announced its fourth quarter and full year 2008 financial results. For the fourth quarter net sales increased by 5.5% or $3.0 million, to $57.9 million from $54.9 million in the comparable prior year period. Although net sales were up in the quarter over the prior quarterly period, the Company began to feel the effects of the economic slowdown during the fourth quarter of 2008. Hawk had anticipated a slowdown and had already incorporated its impact into its previously released fourth quarter net sales guidance. While the Company reported that most of its end-markets continued to show increases during the fourth quarter of 2008 compared to the prior year, the rate of increase during the fourth quarter slowed considerably from the growth rates achieved during the prior three quarters of 2008. For the full year 2008, Hawk reported a net sales increase of 24.9% to a record $269.6 million from $215.9 million in 2007 and record income from operations of $39.2 million, an increase of $19.7 million, or 101.0%, from $19.5 million in the comparable prior year period.

33.           To deal with the anticipated challenges confronting both the Company and the industry, Hawk implemented cost reduction initiatives that included salary, hourly and temporary workforce reductions representing approximately 19% of its global workforce from employment levels as of the end of the third quarter of 2008. The Company has also decreased discretionary spending, reduced employee benefit programs, and froze salary rates of its global workforce.

34.           Commenting on the 2008 results and the steps taken to address the challenges facing the Company in 2009, defendant Weinberg stated:

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We are pleased to report record sales and net income for the full year 2008. We serve a variety of markets on a global basis, most of which had shown strong year over year growth through the first nine months of 2008. We began to experience the effect of the economic downturn in the fourth quarter of 2008 and remain dedicated to managing our business prudently during this challenging time. Toward that end, we sold the last of our non-core businesses in December 2008, continued the implementation of lean manufacturing and the localization of our supply chain and production processes and adjusted our staffing levels in line with the change in production demands. We expect to utilize our strong cash position to benefit our customers and achieve our long-term strategic goals.  As of December 31, 2008, our cash and investments totaled $93.3 million. Our strong balance sheet allows us to be opportunistic in pursuing growth initiatives that include new customer relationships, internal projects and potential acquisitions.

We have taken many actions in light of the economic downturn that began impacting us in the last two months of 2008, including controlling our discretionary spending, implementing headcount reductions and freezing the pay levels of our global salaried workforce.  These actions did not have a material impact on our 2008 financial results but are anticipated to provide a more significant benefit in 2009. Because of the continued disruptions in the financial and industrial manufacturing markets, we believe business conditions will remain difficult to predict for 2009. However, we currently anticipate some moderation of the current economic turmoil during the latter half of 2009.  Since we are a wear-part supplier, our products benefit from regular replacement cycles. Further, during the last few years we have added market share which we expect will contribute to our sales as we go through this uncertain period.

35.           The Company went on to warn that it expected 2009 to be a challenging year, and issued forecast revenues in 2009 to be in the range of $180.0 million to $200.0 million, representing a reduction of between 25.8% to 33.2% from 2008 record revenues of $269.6 million.

36.           On this announcement, the trading price of Hawk stock plunged to a record low to close at $9.65 less than two weeks later on March 20, 2009.

37.           The initiatives taken by Hawk to address the challenges facing both the Company and the industry, however, were effective and on May 6, 2009, Hawk announced a profitable first quarter for 2009, even though the Company experienced a sales decrease of decrease of $21.5 million or 32.7%. Throughout the remainder of the year, Hawk continued to report serious

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declines in revenues, but due to cost and expense reduction efforts, the Company was able to remain profitable.  As a result, the trading price of Hawk common stock climbed steadily throughout the year, closing at $18.81 on January 4, 2010, the first trading day of the New Year. This represents a 95% increase from the record low following the announcement of the earnings forecast for 2009.

38.           Then, on March 10, 2010, the Company announced fourth quarter and full year results for 2009, reporting income from operations for 2009 of $16.7 million, a decrease of $22.5 million, or 57.4%, from $39.2 million in the comparable prior year period. The Company further announced however, that starting in the second half of 2009 the Company saw improvements in a number of its markets, particularly in its construction and mining and truck markets. On this trend, Hawk’s total sales were up 4.8% in the fourth quarter of 2009 when compared to the third quarter of 2009.

39.           Commenting on these results, the positive impact of the Company’s cost cutting measures and the fact that Hawk was beginning to see a turnaround in the market, defendant Weinberg stated:

As with virtually all segments of the economy, we were affected by adverse business conditions. However, our results were cushioned by our proactive cost cutting, and the benefit of recession-resistant aftermarket sales of our ‘wear-part’ friction materials. As a result, we were able to generate cash from operations of $19.2 million and continued to fund important long-term initiatives of the Company.

Coming off a challenging year in 2009 which produced significantly lower revenues than 2008 record levels, we expect 2010 to reflect a recovery in the general economy and the markets we serve. As a result, we expect our revenues to be within a range of $190.0 million and $200.0 million, which represents an increase of between 10.2% and 16.0% from 2009 revenues of $172.4 million.

In 2009, we instituted several cost reduction initiatives in response to the decline in volumes. To remain competitive with our work force, we expect to reinstate some of the benefits and employee expenses that were frozen or

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eliminated in 2009. Although we are already beginning to experience a sales rebound in the early months of 2010, we are maintaining a degree of caution with respect to the effect cost increases and product mix will have on our operating margins. Based on these factors, we are forecasting 2010 income from operations to be between $18.0 million and $19.0 million, which represents an increase of 7.8% to 13.8% over 2009 operating income of $16.7 million.  (emphasis added)

Among the growth initiatives we are pursuing during 2010 is the enhancement of our presence in China via the acquisition of a small supplier and the expansion of our R&D, sales and engineering efforts in that country. Further, we have taken the first steps toward our establishment of a manufacturing presence in India.

40.           On May 4, 2010 Hawk reported its financial results for the first quarter of 2010, which vastly exceeded expectations.  Specifically, the Company reported net sales of $53.4 million, an increase of $9.1 million or 20.5%, from $44.3 million in the first quarter of 2009. Most importantly, this was not an isolated improvement, but rather all of the Company’s global operating facilities reported improved results. Hawk further announced income from operations of $8.2 million, an increase of $3.8 million, or 86.4%, from $4.4 million in 2009, and net income of $3.8 million or $0.45 per diluted share, an increase of $2.2 million, or 137.5%, compared to $1.6 million or $0.17 per diluted share, for 2009.

41.           Based upon these results, the Company revised its earnings guidance for the full year, increasing its guidance range for 2010 net sales to between $200.0 million and $210.0 million from its prior of $190.0 million to $200.0 million. This represents an increase of between 16.0% and 21.8% over 2009 revenues of $172.4 million. In addition, Hawk also increased its guidance for operating income guidance to between $23.0 million and $25.0 million, a staggering increase of between 37.7% and 49.7% over 2009.

42.           On June 23, 2010, the Company took the unprecedented action of issuing a press release increasing its guidance for 2010 net sales in mid-quarter. Base upon the Company’s performance in the second quarter, even before the second quarter had ended, Hawk increased its

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guidance for 2010 full year net sales to a range of between $225.0 million to $232.0 million — an increase of between 30.5% and 34.6% over 2009 revenues – and guidance for 2010 full year operating income to a range of between $32.0 million and $35.0 million — a 91.6% and 109.6% increase over 2009 operating income. The Company attributed these increases in guidance, in part, to the positive outlook for the construction, mining and heavy truck markets.

43.           Defendant Weinberg commented on this increased guidance stating:

The volatility that persisted in the global economy in 2009 is giving way to more certainty that our first quarter results are sustainable. We believe that Hawk is benefitting from the improving global economy, and we see specific strength in our construction and mining and heavy truck end markets. In addition, because we continued to focus on key initiatives throughout the downturn, we have emerged strengthened and find that our business strategies are beginning to lead to increased revenue.

44.           In response to this increase in the Company’s guidance, the trading price of Hawk common stock climbed 19% in just one week from a close of $21.37 on June 22 to $25.45 on June 30, 2010.

45.           Before the market could completely reflect the impact of the increased guidance and before the Company released its second quarter financial results, which would include a 241% increase for income from operations, on July 01, 2010, Hawk issued a press release announcing that its Board of Directors had appointed a special committee to explore and consider possible strategic alternatives, including a possible sale of the Company.

46.           Then, on August 05, 2010, the Company announced its financial results for the second quarter of 2010, reporting sales for the second quarter of $61.7 million, an increase of $22.6 million or 57.8% from 2009, and net sales for the first six months of 2010 of $115.1 million, again an increase of 38.0% from 2009. Hawk attributed the increases to the economic recovery, new product introductions and improved sales in all of the Company’s end markets,

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with the exception of the defense market.  Astoundingly, Hawk also announced income from operations for the second quarter of $11.2 million, an increase of $10.0 million, or 833.3%, from 2009.  Hawk further reported income from operations for the first six months of $19.5 million, an increase of $13.8 million, or 242.1%, from 2009. The Company stated that income from operations was favorably impacted by the sales volume increase and the absorption of manufacturing costs as a result of higher production volumes in all of Hawk’s manufacturing facilities.  Finally, for the second quarter 2010, the Company reported net income of $5.5 million, or $0.68 per diluted share, an increase of $6.0 million compared to a net loss of $0.5 million, or $0.07 per diluted share, in the second quarter of 2009, and net income for the first six months of 2010 the Company reported net income of $9.3 million, or $1.13 per diluted share, an increase of $8.3 million, or 830.0% from 2009.

47.           Commenting on these stunning results, defendant Weinberg stated:

We are extremely pleased with our second quarter and year to date results. Our second quarter 2010 net sales were up 57.8%, reflecting the continuing success of our new product sales initiatives and the strength in our end markets further indicating the global economy is moving in the right direction. Based on our current financial guidance, we anticipate that this momentum will continue through the second half of the year. Additionally, we have been able to take advantage of increased global production volumes which allowed us to report operating margins of 18.2% in the second quarter of 2010 compared to 3.1% in the second quarter of 2009. Our cash flow from operations improved to $10.9 million for the six months ended June 30, 2010 compared to $1.1 million for the same period last year, as we benefitted from the structural cost changes in our operations that were implemented during 2009.

As a result of our strong cash flows during the period, we are pleased to have been able to reduce our debt by $20.0 million and repurchase an additional $7.2 million of our common stock during the six months ended June 30, 2010. (emphasis added)

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48.           Again, on the release of the Company’s second quarter financial results, the trading price of Hawk common stock climbed sharply, rising from a close of $31.24 on August 4, the day before announcement to a close of $35.30 on August 10, 2010.

49.           As graphically demonstrated in the chart below, the market reacted very favorably to these results and Hawk common stock rose steadily throughout the year to close at $49.01 on October 14, 2010, the day before the announcement of the Proposed Transaction.  This represents an increase of 408% since March 20, 2009 in the 18 months since the Company announced its cost and expense reductions to confront the economic pressures confronting the industry.

50.           Standard & Poors issued a research report based upon these results, noting that the performance of Hawk common stock far outpaced both the Construction & Farm Machinery & Heavy Trucks industry and the S&P 1500 index, showing the following returns on investment:

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	Company(%)	Industry(%)	S&P 1500(%)
YTD Return	184.0	42.1	6.3
One Year Return	217.1	50.6	8.1

The S&P research report further recognized highly positive prospects in its outlook for the Construction & Farm Machinery & Heavy Trucks sub-industry and global economy, stating “Our fundamental outlook for the Construction & Farm Machinery & Heavy Trucks sub-industry is positive. We see an improving global economy firming (and in many cases lifting) sales in many areas of the sub-industry in coming quarters, following mostly very weak operating results in 2009.” Based upon the Company’s performance and the overall outlook for the industry, the S&P research report ranked Hawk common stock in the 90 percentile on the S&P Investability Quotient Percentile and the 97th percentile on S&P’s Relative Strength Rank, producing a ranking of “Strong.”

51.           Rather than permitting the Company’s shares to trade freely and allowing its public shareholders to reap the benefits of the Company’s increasingly positive prospects which had resulted in a 408% increase in the trading price of Hawk’s common stock in the preceding 18 months, the Individual Defendants have acted for their personal benefit and the benefit of Carlisle, and to the detriment of the Company’s public shareholders, by entering into the Merger Agreement.

B.The Proposed Transaction

52.           On October 15, 2010, Hawk and Carlisle issued a joint a press release announcing that they had signed a definitive agreement for Carlisle to acquire Hawk in a cash transaction valued at approximately $413 million. Specifically, the press release stated:

Carlisle Companies Incorporated (NYSE: CSL) and Hawk Corporation (NYSE Amex: HWK) today jointly announced the signing of a definitive agreement

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whereby Carlisle has agreed to acquire Hawk, a leading worldwide supplier of friction products for brakes, clutches and transmissions, for $50.00 per share in an all-cash transaction. This represents an equity value of approximately $413 million and an enterprise value of approximately $410 million. The transaction has been unanimously approved by the Boards of Directors of both companies. This transaction will create a comprehensive global braking solutions platform for Carlisle by enabling Carlisle to provide a broader line of attractive products and increasing exposure to key emerging markets such as China, Brazil and India. Hawk will become part of Carlisle Industrial Brake & Friction, a leading global provider of high performance braking solutions in the mining, construction, agricultural, wind energy, military and industrial markets.

* * *

Key Strategic Benefits of the Transaction to Carlisle

·           Adds superior friction capability to Carlisle’s existing, friction and hydraulic product lines

·           Enables Carlisle to provide a full range of friction product solutions to customers and win business through broader product lines, services and distribution

·           Expands Carlisle’s global footprint, particularly outside of the U.S., better positioning Carlisle to participate in emerging market growth

·           Significantly improves Carlisle’s aftermarket product portfolio and distribution network

·           Enhances Carlisle’s efficiency and ability to provide innovative friction technology

* * *

The transaction is expected to be accretive to Carlisle in the first year. The acquisition of Hawk is expected to result in annual run-rate synergies of approximately $20 million by 2012, of which a portion will be realized during 2011.

The transaction is structured as a cash tender offer to be followed as soon as possible by a merger. The tender offer is expected to commence later this month and is subject to customary terms and conditions, including the tender of at least a majority of Hawk’s shares on a fully diluted basis and regulatory clearance. Mr. Weinberg, along with directors Norman Harbert and Byron Krantz, who collectively hold approximately 34% of Hawk’s outstanding common stock, have entered into agreements with Carlisle to tender their shares. The transaction will be funded with Carlisle’s cash on hand and existing revolving credit facility. The transaction is not subject to a financing condition. Carlisle and Hawk expect closing to occur by year-end.

Citi is serving as financial advisor and Dorsey & Whitney LLP is serving as legal counsel to Carlisle. Harris Williams & Co. is serving as financial advisor and

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Jones Day is serving as legal counsel to the Special Committee of the Board of Directors of Hawk. Kohrman Jackson & Krantz PLL is serving as legal counsel to Hawk.

53.           In connection with the announcement of the Proposed Transaction, David A. Roberts, Carlisle’s Chairman, President and Chief Executive Officer emphasized the benefits Carlisle will obtain through the acquisition of Hawk at such a nominal premium, saying:

We are very excited to have reached this agreement with Hawk and believe that this is a unique opportunity to build an even stronger and more efficient company for our customers, employees and shareholders. This transaction provides us with the opportunity to expand our product offering and further strengthen our position as a leading global supplier of high performance braking solutions.

This transaction is consistent with our long-term strategic goals to reach $5 billion in revenue and 15% EBIT margins, to expand globally and to produce strong free cash flow. As we’ve communicated in the past, we are focused on adding highly engineered, higher margin products and Hawk is a great fit for us from this perspective.

54.           On a conference call with analysts later on October 15, Roberts again emphasized how beneficial the acquisition of Hawks would be to Carlisle, reiterating:

We’re very pleased to be announcing this transaction today as I truly believe it’s a unique opportunity to provide substantial strategic benefits for our company. Hawk represents an exceptional and highly complementary addition to our braking solutions business and brings us one step closer to our previously stated long term goals, that of being generating — or of generating $5 billion in annual revenue, 15 percent EBIT margins, expanding our business globally and generating substantial free cash flow. . .

We believe this is a unique acquisition for Carlisle given its complementary product portfolio and similar customer mix is certainly a plus for us.

We estimate annual run rate synergies to be approximately $20 million or so by 2012 and will come both from the revenue side and the cost side of the equation. The price we are paying represents approximately eight and a half times the 2010 EBIT margins before accounting and synergies and roughly six times after including the synergies I just mentioned.

From a financial perspective, we expect this transaction to be immediately accretive to our earnings.

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. . . as I mentioned earlier, Hawk is a great opportunity for us and is consistent with Carlisle’s long term strategic goals again to reach 5 billion in revenue, 15 percent operating margins or EBIT margins, expand globally and produce free strong cash flows.

From a strategic perspective, Hawk strengthens one of our growth platforms, CIBF, which is now positioned as a leading one-stop-shop global provider of high performance braking solutions. The added capability that Hawk brings really helps round out CIBF’s overall product portfolio and is consistent with our overall strategy to add highly engineered, higher margin productions.

In addition, this acquisition expands our global footprint and positions Carlisle to participate in emerging growth markets.

* * *

From a financial perspective, looking back at Hawk’s performance for the last 12 months ended June 30, 2010, you can see that Hawk has contributed over 200 million in revenues and almost $40 million in EBITDA, excluding the impact of any synergies.

And even more importantly, Carlisle’s pro forma last 12 month EBITDA margin would have been roughly 60 basis points higher excluding the impact of synergies. If you factor in 20 million of the annual run rate synergies mentioned earlier, Carlisle’s pro forma last 12 month EBITDA margin would have been roughly 12.4 percent or 130 basis points higher than what it was prior.

55.           Commenting on the Proposed Transaction defendant Weinberg likewise noted the substantial benefits it would provide to Carlisle, as the surviving company, as well as Hawk’s customers and employees, stating:

On July 1, 2010, we announced the commencement of a process to explore possible strategic alternatives to enhance Hawk’s shareholder value. Our Board appointed a Special Committee of independent directors to run the process, and I am pleased this transaction is the result. The strategic combination of Hawk with Carlisle builds an exciting combination in the marketplace and is a favorable outcome for all.  Our shareholders will receive all-cash for their shares, at a price we believe represents an attractive valuation; our customers will benefit from broader product and service offerings; and our employees will benefit from being part of a larger, more diversified company with career growth opportunities.

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56.           The consideration offered to Hawk’s public stockholders in the Proposed Transaction is unfair and grossly inadequate because, among other things, the intrinsic value of Hawk’s common stock is materially in excess of the amount offered for those securities in the proposed acquisition given the Company’s prospects for future growth and earnings.

57.           Defendants have timed the offer to take advantage of the fact that Hawk is optimally poised for continued growth in an industry that analysts have indicated will have increasing, or “lifting” sales. Even though Hawk’s common stock has seen a 408% increase in the past 18 months and has outpaced the performance of its industry peers by 166.5%, the consideration offered common shareholders in the Proposed Transaction represents a paltry 2% premium over the closing price of Hawk Common stock the day before the announcement of the Proposed Transaction.

58.           Thus, the Proposed Transaction comes at a time when the Company’s stock price is on a strong upswing after a long economic downturn and its prospects for growth and increased revenue are substantially increasing as the economic recession is ending.  Hawk insiders are well aware of the Company’s intrinsic value and that Hawk shares are significantly undervalued.  Carlisle recognized Hawk’s solid performance and potential for growth and determined to capture that opportunity for itself at the expense of Hawk’s public shareholders. Carlisle is seeking to engage in a transaction that secures an opportunity to benefit from the Company’s growth, while the Company’s shareholders are provided inadequate consideration without the benefit of a full and fair sales process.

C.Defendants Weinberg, Harbert and Krantz are
Effectively Controlling Shareholders and Receive Financial
Benefits Not Shared by Hawk’s Public Common Shareholders

59.           Defendants Weinberg, Harbert and Krantz (“Controlling Shareholders”) collectively own 34.2% of the Company’s outstanding common stock.  Moreover, the

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Controlling Shareholders own 100% of Hawk’s outstanding Series D Stock.  The holders of Series D Stock, however, may only transfer or sell their shares of Series D Stock to the other Controlling Shareholders, or in certain circumstances members of their immediate families.

60.           However, and most significantly, the Series D Preferred Stock is entitled to elect a majority of the members of the Board of Directors of the Company and to vote as a separate class on fundamental corporate transactions. Accordingly, if any two of these stockholders vote their shares of Series D Preferred Stock in the same manner, they will have sufficient voting power — even without the consent of the Company’s common shareholders — to elect a majority of the members of the Board of Directors, and thereby to control and direct the policies of the Board of Directors and, in general, to determine the outcome of various matters submitted to the stockholders for approval, including fundamental corporate transactions, such as the Proposed Transaction.

61.           To assure the effectiveness of their control of the Company, the Controlling Shareholders have entered into a Stockholders Voting Agreement (“Voting Agreement”). The Voting Agreement requires defendants Weinberg, Harbert and Krantz to vote their shares of Hawk common stock and their Series D Stock (i) in favor of electing Weinberg, Harbert and Krantz or their respective designees to the Board of Directors; (ii) in favor of electing such other directors to the Board of Directors as a majority of defendants Weinberg, Harbert and Krantz or their respective designees shall direct; and (iii) with respect to such matters that are submitted to a vote of the stockholders as a majority of defendants Weinberg, Harbert and Krantz or their respective designees shall direct. This Voting Agreement and the voting rights of the Series D Stock effectively provided the Controlling Shareholders with the ability to control and direct the Company and its Board with respect to its approval of the Proposed Transaction.

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62.           To assure Carlisle’s ability to acquire the Company without any shareholder vote, and as a necessary condition to the Proposed Transaction, concurrently with negotiating and executing the Merger Agreement, defendants Weinberg, Harbert and Krantz entered into Tender Agreements with Carlisle.  Pursuant to the Tender Agreements, the Controlling Shareholders each agreed to tender their shares of Hawk common stock in favor of the Proposed Transaction, executed an irrevocable proxy to Carlisle to vote their shares of both Hawk common stock and their Series D Stock, and agreed to a redemption of the Series D Stock in exchange for $1,000 per Series D share.

63.           Despite their duty to maximize shareholder value, certain of the Individual Defendants, most notably the Controlling Shareholders, have clear and material conflicts of interest and are acting to better their own interests at the expense of Hawk’s public common shareholders.

64.           For example, pursuant to defendant Weinberg’s employment agreement with Hawk, if Weinberg is terminated other than for cause, Weinberg is entitled to receive full compensation, including salary, bonuses and benefits through the end of 2014. Thus upon a termination due to a change of control or even a relocation following such a change of control, as of December 31, 2009, Weinberg was entitled to payments and compensation totaling $7,447,113.

65.           Likewise, defendants Weinberg, Harbert and Krantz, as the sole owners of Series D Stock, agreed to the redemption of their Series D Stock in exchange for payments of $689,000, $689,000, and $152,000 respectively.  In addition, defendants Weinberg, Harbert and Krantz hold large illiquid blocks of Hawk common stock for which they will receive, collectively $139,977,350 through the Proposed Transaction.

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D.The Preclusive Deal Protection Devices

66.           In addition to the inadequate consideration offered to Hawk’s shareholders, the entire process deployed by Carlisle and Hawk’s Board is also unfair and inadequate. Namely, to assure that Carlisle and the Individual Defendants would reap the windfall benefits of the Proposed Transaction and that no competing bidders would emerge, the Individual Defendants agreed to certain preclusive deal protection provisions contained within the Merger Agreement that operate collectively to make the emergence of another bid highly unlikely.

67.           The Merger Agreement contains a strict “no shop” or “no solicitation” provision prohibiting the members of the Hawk Board from taking any affirmative action to comply with their fiduciary duties to maximize shareholder value, including soliciting proposals relating to alternative tender offer or business combinations. Specifically, §6.8 of the Merger Agreement requires that the Company and the Individual Defendants to “immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons or its Representatives conducted heretofore with respect to any Acquisition Proposal”, preventing the Board and any Company personnel from attempting to procure a price in excess of the amount offered by Carlisle.

68.           Similarly, §6.8(f) of the Merger Agreement provide a matching rights provision whereby the Company must notify Carlisle of any unsolicited competing bidder’s offer. Then, if and only if the Board determines that the competing offer constitutes a “Superior Proposal,” Carlisle is granted three business days to amend the terms of the Merger Agreement to make a counter-offer that the Company must consider in determining whether the competing bid still constitutes a “Superior Proposal.”

69.           Thus, even if the Hawk’s Board receives an intervening bid that appeared to be “superior” to Carlisle’s offer, they are precluded from even entering into discussions and

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negotiations unless they first reasonably determine in good faith that the alternative proposal is, in fact, “superior,” and that a failure to consider the proposal would constitute a breach of their fiduciary duties. Then, Hawk must still give Carlisle three days notice to match the competing offer. Consequently, this provision prevents the Hawk’s Board from exercising their fiduciary duties.

70.           In addition, §8.3 of the Merger Agreement includes a $14,500,000 termination fee payable to Carlisle that, in combination with the other provisions of the Merger Agreement, will all but ensure that no competing offer will be forthcoming.

71.           These provisions cumulatively discourage any other bidders from making a competing bid for the Company. This is particularly noteworthy given Hawk’s attractiveness as an acquisition target.

72.           Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company shareholders will continue to suffer absent judicial intervention.

E.             Conflict of Interest

73.           Finally, the Company was advised by the law firm Kohrman Jackson & Krantz, P.L.L. This is the law firm founded by defendant Krantz. Given the benefits that defendant Krantz will receive through the Proposed Transaction, having his law firm advise the Company on the Proposed Transaction amounts to a hopeless conflict.

FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties Against the Individual Defendants

74.           Plaintiff repeats and realleges each allegation set forth herein.

75.           The Individual Defendants have violated fiduciary duties of care, loyalty, candor and good faith owed to public shareholders of Hawk.

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76.           By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class of the true value of their investment in Hawk.

77.           As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Hawk because, among other reasons, they failed to take steps to maximize the value of Hawk to its public shareholders. Moreover, the Individual Defendants failed to secure safeguards on behalf of the Company’s shareholders, against the decline in the value of the stock component of the consideration to be paid to Hawk’s shareholders in the Proposed Transaction.

78.           The Individual Defendants dominate and control the business and corporate affairs of Hawk, and are in possession of private corporate information concerning Hawk’s assets, business and future prospects. Thus, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Hawk which makes it inherently unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.

79.           By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class.

80.           As a result of the actions of defendants, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Hawk’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

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81.           Unless defendants are enjoined by the Court, they will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members of the Class.

82.           Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

Breach of Fiduciary Duty of Loyalty and Entire

Fairness Against Defendants Weinberg, Harbert and Krantz

83.           Plaintiff repeats and realleges each allegation set forth herein.

84.           Defendants Weinberg, Harbert and Krantz, the Controlling Shareholders owe fiduciary duties of loyalty and entire fairness to the public stockholders of Hawk. Given that the Controlling Shareholders through their Series D Preferred Stock control the make up of the Board and they control and direct the policies of the Board, they and the Proposed Transaction are subject to the entire fairness standard. Defendants must carry the burden of proving that the Proposed Transaction is fair to Hawk shareholders with respect to process and price.

THIRD CAUSE OF ACTION

On Behalf of Plaintiff and the Class

Against Carlisle for Aiding and Abetting the

Individual Defendants’ Breach of Fiduciary Duty

85.           Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

86.           Carlisle has acted and is acting with knowledge of, or with reckless disregard to, the fact that the Individual Defendants are in breach of their fiduciary duties to Hawk’s public shareholders, and has participated in such breaches of fiduciary duties.

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87.           Carlisle knowingly aided and abetted the Individual Defendants’ wrongdoing alleged herein.  In so doing, Carlisle rendered substantial assistance in order to effectuate the Individual Defendants’ plan to consummate the Proposed Transaction in breach of their fiduciary duties.

88.           Plaintiff has no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands injunctive relief in its favor and in favor of the Class and against Defendants as follows:

A.            Declaring that this action is properly maintainable as a Class action and certifying Plaintiff as Class representative;

B.            Enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best possible terms for shareholders;

C.            Rescinding, to the extent already implemented, the Proposed Transaction or any of the terms thereof, or granting Plaintiff and the Class rescissory damages;

D.            Directing the Individual Defendants to account to Plaintiff and the Class for all damages suffered as a result of the Individual Defendants’ wrongdoing;

E.             Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

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F.             Granting such other and further equitable relief as this Court may deem just and proper.

	COOCH AND TAYLOR P.A.
	/s/ Blake A. Bennett
	BLAKE A. BENNETT (#5133)
	The Brandywine Building
	1000 West Street, 10th Floor
	Wilmington, DE 19801
	Tel: (302) 984-3800
	Attorneys for Plaintiff
DATED: October 25, 2010
OF COUNSEL:
FARUQI & FARUQI, LLP
Juan Monteverde, Esquire
Shane Rowley, Esquire
369 Lexington Avenue, 10th Fl.
New York, NY 10017
Tel.: (212) 983-9330
Fax: (212) 983-9331

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EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

PATRICK SWEENEY, On Behalf of himself and All Others Similarly Situated,	) ) )
	)	C.A. No.
Plaintiff,	)
	)
v.	)
	)
HAWK CORPORATION, RONALD E. WEINBERG, NORMAN C. HARBERT, BYRON S. KRANTZ, ANDREW T. BERLIN, PAUL R. BISHOP, DAN T. MOORE, III, RICHARD T. MARABITO, CARLISLE COMPANIES INCORPORATED, and HC CORPORATION.	) ) ) ) )
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Patrick Sweeney (“Plaintiff’), on behalf of himself and all others similarly situated, by his attorneys, alleges the following upon information and belief, except as to those allegations pertaining to Plaintiff which are alleged upon personal knowledge:

NATURE OF THE ACTION

1.             This is a shareholder class action complaint on behalf of the holders of the common stock of Hawk Corporation (“Hawk” or the “Company”) against certain officers and/or directors of Hawk, and other persons and entities (collectively, “Defendants”) involved in a proposed transaction through which the Company will merge with Carlisle Companies Incorporated (“Carlisle”) for inadequate consideration (the “Proposed Transaction”).

2.             On October 15, 2010, Hawk issued a press release announcing that they had entered into a definitive merger agreement for Carlisle to acquire Hawk, via a tender offer, in a

deal valued at approximately $413 million. Under the terms of the Proposed Transaction, Hawk common shareholders will receive $50.00 per share in cash for each share of Hawk they own.

3.             Specifically, pursuant to the Agreement and Plan of Merger dated October 14, 2010 (“Merger Agreement”) entered into between Carlisle and its wholly owned subsidiary, HC Corporation (“Merger Sub”), Carlisle and Merger Sub will commence a cash tender offer (the “Tender Offer”) to purchase all outstanding shares of Hawk’s Class A common stock at a purchase price of $50.00 per share in cash, to be followed by a merger of Merger Sub with and into the Company (the “Merger”).

4.             As described below, both the consideration to Hawk common shareholders contemplated in the Proposed Transaction and the process by which Defendants propose to consummate the Proposed Transaction are fundamentally unfair to Plaintiff and the other common shareholders of the Company. The Individual Defendants’ conduct constitutes a breach of their fiduciary duties owed to Hawk’s common shareholders, and a violation of applicable legal standards governing the Individual Defendants’ conduct.

5.             For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin Defendants from taking any steps to consummate the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from the Individual Defendants’ violations of their fiduciary duties of loyalty, good faith, due care, and full and fair disclosure.

PARTIES

6.             Plaintiff currently holds shares of common stock of Hawk and has held such shares since prior to the wrongs complained of herein.

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7.             Defendant Hawk is a Delaware corporation with its corporate offices located at 200 Public Square, Suite 1500, Cleveland, OH 44114. Hawk is a leading worldwide supplier of highly engineered products. Hawk’s products include friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, recreational and performance automotive vehicles. Hawk has about 930 employees at 12 manufacturing, research, sales and international offices and administrative sites in 7 countries.

8.             Defendant Ronald E. Weinberg (“Weinberg”) is Chairman of the Board and Chief Executive Officer of the Company. Weinberg has served as a director of the Company since March 1989. Weinberg is a co-founder of Hawk and has served in various senior executive capacities since 1989. Pursuant to his employment agreement with Hawk, if Weinberg is terminated other than for cause, including a termination or relocation due to a change of control, as of December 31, 2009, Weinberg was entitled to payments totaling $7,447,113. Weinberg beneficially owns 1,409,965 shares of Company common stock, or 18.2% of the Company’s outstanding common stock. In addition, Weinberg owns 689 shares of Hawk Series D Preferred Stock (“Series D Stock”), or 45% of the Company’s outstanding Series D Stock. As detailed below, Weinberg, along with defendants Norman Harbert and Byron Krantz, who collectively hold approximately 34% of Hawk’s outstanding common stock and 100% of the Company’s Series D Stock, have entered into agreements with Carlisle whereby they have agreed to tender their shares of common stock in support of the Proposed Transaction, have consented to the redemption of their Series D Stock in exchange for payment of $1,000 per share of Series D Stock held at closing, and have executed an irrevocable proxy to Carlisle to vote their shares of common stock and Series D Stock at any meeting of Hawk shareholders (“Tender Agreements”).

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9.             Defendant Norman C. Harbert (“Harbert”) is Hawk’s founder and Chairman Emeritus of the Board. Harbert has served as a director since March 1989. Harbert was Co-Chairman of the Board and Co-Chief Executive Officer from 1998 to 2001, Senior Chairman of the Board from 2002 to 2004 and President of the Company in 2005. Harbert beneficially owns 1,096,642 shares of Company Common Stock, or 14.1% of the Company’s outstanding common stock. In addition, Harbert owns 689 shares of Hawk’s Series D Stock, or 45% of the Company’s outstanding Series D Stock. Harbert has entered into a Tender Agreement in support of the Proposed Transaction.

10.           Defendant Byron S. Krantz (“Krantz”) has been Hawk’s Secretary and a director since March 1989. Krantz has been a partner of Hawk’s outside corporate counsel, Kohrman Jackson & Krantz P.L.L. since 1984. Krantz beneficially owns 292,940 shares of Company Common Stock, or 3.8% of the Company’s outstanding common stock. In addition, Krantz owns 152 shares of Hawk’s Series D Stock, or 10% of the Company’s outstanding Series D Stock. Krantz has entered into a Tender Agreement whereby he has committed to tender these shares in support of the Proposed Transaction.

11.           Defendant Andrew T. Berlin (“Berlin”) has been a director of the Company since 2002. Since 2007, Mr. Berlin has been Chairman and Chief Executive Officer of Berlin Packaging, LLC, a packaging, design, manufacturing and distribution company. Mr. Berlin has also been President of Berlin Packaging since 1989.

12.           Defendant Paul R. Bishop (“Bishop”) has been a director of the Company since 1993. Mr. Bishop has been Chairman of the Board and Chief Executive Officer of H-P Products, Inc. since 2001. Mr. Bishop served as the President of H-P Products, Inc., from 1996 to 2001. He serves as Vice Chairman of DPL Inc and has been a director of DPL since July, 2003. He also

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serves as a Vice Chairman of Dayton Power and Light Co and has been a director there since 2003.

13.           Defendant Dan T. Moore III (“Moore”) has been a director of the Company since 1989. Mr. Moore founded Dan T. Moore Company, Inc., a research and development company, in 1969. He is also the founder and Chairman of the Cleveland manufacturing companies Flow Polymers, Inc., Soundwich, Inc., Team Wendy, LLC, Coit Road Incubator and Impact Ceramics. Mr. Moore is a director of Invacare Corporation and Park-Ohio Holdings Corp.

14.           Defendant Richard T. Marabito (“Marabito”) has been a director of the Company and Chairman of the Audit Committee since 2008. Mr. Marabito also serves as the Chief Financial Officer for Olympic Steel, Inc.

15.           Defendants Weinberg, Harbert, Krantz, Berlin, Bishop, Moore, and Marabito are collectively referred to hereinafter as the “Individual Defendants.”

16.           Defendant Carlisle is a diversified global manufacturing company serving the construction materials, commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction, foodservice, aerospace, and test and measurement industries.

17.           Defendant HC Corporation, is a wholly-owned subsidiary of Carlisle.

18.           Defendants Carlisle and HC Corporation are sometimes referred to herein collectively, as “Carlisle”.

THE FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS

19.           By reason of the Individual Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with Plaintiff and the other public shareholders of Hawk and owe Plaintiff and the other members of the Class the duties of good faith, fair dealing, loyalty and full and candid disclosure.

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20.           By virtue of their positions as directors and/or officers of Hawk, the Individual Defendants, at all relevant times, had the power to control and influence, and did control and influence and cause Hawk to engage in the practices complained of herein.

21.           Each of the Individual Defendants is required to act in good faith, in the best interests of the Company’s shareholders and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person. In a situation where the directors of a publicly traded company undertake a transaction that may result in a change in corporate control, the directors must take all steps reasonably required to maximize the value shareholders will receive rather than use a change of control to benefit themselves, and to disclose all material information concerning the proposed change of control to enable the shareholders to make an informed voting decision. To diligently comply with this duty, the directors of a corporation may not take any action that:

(a)           adversely affects the value provided to the corporation’s shareholders;

(b)           contractually prohibits them from complying with or carrying out their fiduciary duties;

(c)           discourages or inhibits alternative offers to purchase control of the corporation or its assets; or

(d)           will otherwise adversely affect their duty to search for and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

22.           Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated duties owed to Plaintiff and the other public shareholders of Hawk, including their duties of loyalty, good faith and independence, insofar as they, inter alia, engaged in self-dealing and obtained for themselves personal benefits, including

6

personal financial benefits, not shared equally by Plaintiff or the public shareholders of Hawk common stock (the “Class”).

CLASS ACTION ALLEGATIONS

23.           Plaintiff brings this action pursuant to Court of Chancery Rule 23, individually and on behalf of the Class. The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants.

24.           This action is properly maintainable as a class action.

25.           The Class is so numerous that joinder of all members is impracticable. As of July 31, 2010, Hawk had in excess of 7.7 million shares of Class A common stock outstanding. Members of the Class are scattered throughout the United States and are so numerous that it is impracticable to bring them all before this Court.

26.           Questions of law and fact exist that are common to the Class, including, among others:

(a)           whether the Individual Defendants have fulfilled and are capable of fulfilling their fiduciary duties owed to Plaintiff and the Class;

(b)           whether the Individual Defendants have engaged and continue to engage in a scheme to benefit themselves at the expense of Hawk shareholders in violation of their fiduciary duties;

(c)           whether the Individual Defendants are acting in furtherance of their own self interest to the detriment of the Class;

(d)           whether Defendants have disclosed and will disclose all material facts in connection with the Proposed Transaction; and

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(e)           whether Plaintiff and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

27.           Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

28.           The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

29.           Preliminary and final injunctive relief on behalf of the Class as a whole is entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable and causing injury to the Class.

SUBSTANTIVE ALLEGATIONS

A.            Background

30.           Hawk was founded by defendants Weinberg and Harbert in 1989.

31.           Hawk manufactures specialized components across four product groups. The Wellman Products Group is a leading producer of friction-related assemblies used in the aerospace industry, trucks, motorcycles, mountain bikes, construction vehicles, agricultural vehicles, off-road vehicles, and industrial vehicles. Wellman products are distributed around the

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world and manufactured in plants located in North America, Europe, and China. Hawk’s Precision Components Group manufactures advanced powder metal parts used in a wide range of applications: fluid power, trucks, home appliances, power tools, lawn and garden equipment, construction equipment, office equipment, and automotive products. Hawk’s Motor Group supplies rotors for use in large and small household appliances as well as automated office machines. Finally, the Hawk Performance Group manufactures high-performance parts, such as gears, bearings, driveshafts, bellhousings, and starters for use in a variety of applications, including high-performance auto, severe-duty fleet, motor sports, emergency vehicles, light truck, motorcycle, snowmobile, and military.

32.           In late 2008, the Company began to experience the effects of the economic downturn that plagued both the economy generally and the vehicle and equipment industry Hawk competes in specifically. On March 10, 2009, the Company announced its fourth quarter and full year 2008 financial results. For the fourth quarter net sales increased by 5.5% or $3.0 million, to $57.9 million from $54.9 million in the comparable prior year period. Although net sales were up in the quarter over the prior quarterly period, the Company began to feel the effects of the economic slowdown during the fourth quarter of 2008. Hawk had anticipated a slowdown and had already incorporated its impact into its previously released fourth quarter net sales guidance. For the full year 2008, Hawk reported a net sales increase of 24.9% to a record $269.6 million from $215.9 million in 2007 and record income from operations of $39.2 million, an increase of $19.7 million, or 101.0%, from $19.5 million in the comparable prior year period.

33.           To deal with the anticipated challenges confronting both the Company and the industry, Hawk implemented cost reduction initiatives that included salary, hourly and temporary workforce reductions representing approximately 19% of its global workforce from employment

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levels as of the end of the third quarter of 2008. The Company has also decreased discretionary spending, reduced employee benefit programs, and froze salary rates of its global workforce.

34.           Commenting on the 2008 results and the steps taken to address the challenges facing the Company in 2009, defendant Weinberg stated:

We are pleased to report record sales and net income for the full year 2008. We serve a variety of markets on a global basis, most of which had shown strong year over year growth through the first nine months of 2008. We began to experience the effect of the economic downturn in the fourth quarter of 2008 and remain dedicated to managing our business prudently during this challenging time. Toward that end, we sold the last of our non-core businesses in December 2008, continued the implementation of lean manufacturing and the localization of our supply chain and production processes and adjusted our staffing levels in line with the change in production demands. We expect to utilize our strong cash position to benefit our customers and achieve our long-term strategic goals. As of December 31, 2008, our cash and investments totaled $93.3 million. Our strong balance sheet allows us to be opportunistic in pursuing growth initiatives that include new customer relationships, internal projects and potential acquisitions.

We have taken many actions in light of the economic downturn that began impacting us in the last two months of 2008, including controlling our discretionary spending, implementing headcount reductions and freezing the pay levels of our global salaried workforce. These actions did not have a material impact on our 2008 financial results but are anticipated to provide a more significant benefit in 2009. Because of the continued disruptions in the financial and industrial manufacturing markets, we believe business conditions will remain difficult to predict for 2009. However, we currently anticipate some moderation of the current economic turmoil during the latter half of 2009. Since we are a wear-part supplier, our products benefit from regular replacement cycles. Further, during the last few years we have added market share which we expect will contribute to our sales as we go through this uncertain period.

35.           The Company went on to warn that it expected 2009 to be a challenging year, and issued forecast revenues in 2009 to be in the range of $180.0 million to $200.0 million, representing a reduction of between 25.8% to 33.2% from 2008 record revenues of $269.6 million.

36.           As a result of this announcement, the trading price of Hawk stock plunged to a record low to close at $9.65.

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37.             The initiatives taken by Hawk to address the challenges facing both the Company and the industry were effective. On May 6, 2009, Hawk announced a profitable first quarter for 2009, even though the Company experienced a sales decrease of $21.5 million or 32.7%. Throughout the remainder of the year, Hawk continued to report serious declines in revenues, but due to cost and expense reduction efforts, the Company was able to remain profitable. As a result, Hawk common stock climbed steadily throughout the year, closing at $18.81 on January 4, 2010, the first trading day of the New Year. This represents a 95% increase from the record low following the announcement of the earnings forecast for 2009.

38.             On March 10, 2010, the Company announced fourth quarter and full year results for 2009, reporting income from operations for 2009 of $16.7 million, a decrease of $22.5 million, or 57.4%, from $39.2 million in the comparable prior year period. The Company further announced however, that starting in the second half of 2009 the Company saw improvements in a number of its markets, particularly in its construction and mining and truck markets. On this trend, Hawk’s total sales were up 4.8% in the fourth quarter of 2009 when compared to the third quarter of 2009.

39.             Commenting on these results, the positive impact of the Company’s cost cutting measures and the fact that Hawk was beginning to see a turnaround in the market, defendant Weinberg stated:

As with virtually all segments of the economy, we were affected by adverse business conditions. However, our results were cushioned by our proactive cost cutting, and the benefit of recession-resistant aftermarket sales of our ‘wear-part’ friction materials. As a result, we were able to generate cash from operations of $19.2 million and continued to fund important long-term initiatives of the Company.

Coming off a challenging year in 2009 which produced significantly lower revenues than 2008 record levels, we expect 2010 to reflect a recovery in the general economy and the markets we serve. As a result, we expect our revenues to

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be within a range of $190.0 million and $200.0 million, which represents an increase of between 10.2% and 16.0% from 2009 revenues of $172.4 million.

In 2009, we instituted several cost reduction initiatives in response to the decline in volumes. To remain competitive with our work force, we expect to reinstate some of the benefits and employee expenses that were frozen or eliminated in 2009. Although we are already beginning to experience a sales rebound in the early months of 2010, we are maintaining a degree of caution with respect to the effect cost increases and product mix will have on our operating margins. Based on these factors, we are forecasting 2010 income from operations to be between $18.0 million and $19.0 million, which represents an increase of 7.8% to 13.8% over 2009 operating income of $16.7 million.

Among the growth initiatives we are pursuing during 2010 is the enhancement of our presence in China via the acquisition of a small supplier and the expansion of our R&D, sales and engineering efforts in that country.

40.             On May 4, 2010 Hawk reported its financial results for the first quarter of 2010, which vastly exceeded expectations. Specifically, the Company reported net sales of $53.4 million, an increase of $9.1 million or 20.5%, from $44.3 million in the first quarter of 2009. Hawk further announced income from operations of $8.2 million, an increase of $3.8 million, or 86.4%, from $4.4 million in 2009, and net income of $3.8 million or $0.45 per diluted share, an increase of $2.2 million, or 137.5%, compared to $1.6 million or $0.17 per diluted share, for 2009. Based upon these results, the Company revised its earnings guidance for the full year, increasing its guidance range for 2010 net sales to between $200.0 million and $210.0 million from its prior of $190.0 million to $200.0 million. This represents an increase of between 16.0% and 21.8% over 2009 revenues of $172.4 million. In addition, Hawk also increased its guidance for operating income guidance to between $23.0 million and $25.0 million, a staggering increase of between 37.7% and 49.7% over 2009.

41.             On June 23, 2010, the Company issued a press release increasing its guidance for 2010 net sales in mid-quarter. Based upon the Company’s performance in the second quarter, even before the second quarter had ended, Hawk increased its guidance for 2010 full year net

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sales to a range of between $225.0 million to $232.0 million — an increase of between 30.5% and 34.6% over 2009 revenues — and guidance for 2010 full year operating income to a range of between $32.0 million and $35.0 million — a 91.6% and 109.6% increase over 2009 operating income. The Company attributed these increases in guidance, in part, to the positive outlook for the construction, mining and heavy truck markets.

42.             Defendant Weinberg commented on this increased guidance stating:

The volatility that persisted in the global economy in 2009 is giving way to more certainty that our first quarter results are sustainable. We believe that Hawk is benefitting from the improving global economy, and we see specific strength in our construction and mining and heavy truck end markets. In addition, because we continued to focus on key initiatives throughout the downturn, we have emerged strengthened and find that our business strategies are beginning to lead to increased revenue.

43.             In response to this increase in the Company’s guidance, Hawk common stock climbed 19% in just one week from a close of $21.37 on June 22 to $25.45 on June 30, 2010.

44.             On July 1, 2010, before the market could completely grasp the impact of the increased guidance and before the Company released its second quarter financial results, which would include a 241% increase for income from operations, Hawk issued a press release announcing that its Board of Directors had appointed a special committee to explore and consider possible strategic alternatives, including a possible sale of the Company.

45.             Then, on August 5, 2010, the Company announced its financial results for the second quarter of 2010, reporting sales for the second quarter of $61.7 million, an increase of $22.6 million or 57.8% from 2009, and net sales for the first six months of 2010 of $115.1 million, again an increase of 38.0% from 2009. Hawk attributed the increases to the economic recovery, new product introductions and improved sales in all of the Company’s end markets, with the exception of the defense market. Hawk also announced income from operations for the

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second quarter of $11.2 million, an increase of $10.0 million, or 833.3%, from 2009. Hawk further reported income from operations for the first six months of $19.5 million, an increase of $13.8 million, or 242.1%, from 2009. Finally, for the second quarter 2010, the Company reported net income of $5.5 million, or $0.68 per diluted share, an increase of $6.0 million compared to a net loss of $0.5 million, or $0.07 per diluted share, in the second quarter of 2009, and net income for the first six months of 2010 the Company reported net income of $9.3 million, or $1.13 per diluted share, an increase of $8.3 million, or 830.0% from 2009.

46.             Commenting on these stunning results, defendant Weinberg stated:

We are extremely pleased with our second quarter and year to date results. Our second quarter 2010 net sales were up 57.8%, reflecting the continuing success of our new product sales initiatives and the strength in our end markets further indicating the global economy is moving in the right direction. Based on our current financial guidance, we anticipate that this momentum will continue through the second half of the year. Additionally, we have been able to take advantage of increased global production volumes which allowed us to report operating margins of 18.2% in the second quarter of 2010 compared to 3.1% in the second quarter of 2009. Our cash flow from operations improved to $10.9 million for the six months ended June 30, 2010 compared to $1.1 million for the same period last year, as we benefitted from the structural cost changes in our operations that were implemented during 2009.

As a result of our strong cash flows during the period, we are pleased to have been able to reduce our debt by $20.0 million and repurchase an additional $7.2 million of our common stock during the six months ended June 30, 2010.

47.             On this news, shares of Hawk common stock climbed sharply, rising from a close of $31.24 on August 4, the day before announcement to a close of $35.30 on August 10, 2010.

48.             The market reacted very favorably to these results and Hawk common stock rose steadily throughout the year to close at $49.01 on October 14, 2010, the day before the announcement of the Proposed Transaction. This represents an increase of 408% since March 20, 2009 in the 18 months since the Company announced its cost and expense reductions to confront the economic pressures confronting the industry.

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49.             Standard & Poors issued a research report based upon these results, noting that the performance of Hawk common stock far outpaced both the Construction & Farm Machinery & Heavy Trucks industry and the S&P 1500 index, showing the following returns on investment:

	Company(%)	Industry(%)	S&P 1500(%)
YTD Return	184.0	42.1	6.3
One Year Return	217.1	50.6	8.1

The S&P research report further recognized highly positive prospects in its outlook for the Construction & Farm Machinery & Heavy Trucks sub-industry and global economy, stating “Our fundamental outlook for the Construction & Farm Machinery & Heavy Trucks sub-industry is positive. We see an improving global economy firming (and in many cases lifting) sales in many areas of the sub-industry in coming quarters, following mostly very weak operating results in 2009.” Based upon the Company’s performance and the overall outlook for the industry, the S&P research report ranked Hawk common stock in the 90th percentile on the S&P Investability Quotient Percentile and the 97th percentile on S&P’s Relative Strength Rank, producing a ranking of “Strong.”

50.             Rather than permitting the Company’s shares to trade freely and allowing its public shareholders to reap the benefits of the Company’s increasingly positive prospects which had resulted in a 408% increase in the trading price of Hawk’s common stock in the preceding 18 months, the Individual Defendants have acted for their personal benefit and the benefit of Carlisle, and to the detriment of the Company’s public shareholders, by entering into the Merger Agreement.

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B.The Proposed Transaction

51.           On October 15, 2010, Hawk and Carlisle issued a joint a press release announcing that they had signed a definitive agreement for Carlisle to acquire Hawk in a cash transaction valued at approximately $413 million. Specifically, the press release stated:

Carlisle Companies Incorporated (NYSE: CSL) and Hawk Corporation (NYSE Amex: HWK) today jointly announced the signing of a definitive agreement whereby Carlisle has agreed to acquire Hawk, a leading worldwide supplier of friction products for brakes, clutches and transmissions, for $50.00 per share in an all-cash transaction. This represents an equity value of approximately $413 million and an enterprise value of approximately $410 million. The transaction has been unanimously approved by the Boards of Directors of both companies. This transaction will create a comprehensive global braking solutions platform for Carlisle by enabling Carlisle to provide a broader line of attractive products and increasing exposure to key emerging markets such as China, Brazil and India. Hawk will become part of Carlisle Industrial Brake & Friction, a leading global provider of high performance braking solutions in the mining, construction, agricultural, wind energy, military and industrial markets.

* * *

Key Strategic Benefits of the Transaction to Carlisle

·      Adds superior friction capability to Carlisle’s existing, friction and hydraulic product lines

·      Enables Carlisle to provide a full range of friction product solutions to customers and win business through broader product lines, services and distribution

·      Expands Carlisle’s global footprint, particularly outside of the U.S., better positioning Carlisle to participate in emerging market growth

·      Significantly improves Carlisle’s aftermarket product portfolio and distribution network

·      Enhances Carlisle’s efficiency and ability to provide innovative friction technology

* * *

The transaction is expected to be accretive to Carlisle in the first year. The acquisition of Hawk is expected to result in annual run-rate synergies of approximately $20 million by 2012, of which a portion will be realized during 2011.

The transaction is structured as a cash tender offer to be followed as soon as possible by a merger. The tender offer is expected to commence later this month and is subject to customary terms and conditions, including the tender of at least a

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majority of Hawk’s shares on a fully diluted basis and regulatory clearance. Mr. Weinberg, along with directors Norman Harbert and Byron Krantz, who collectively hold approximately 34% of Hawk’s outstanding common stock, have entered into agreements with Carlisle to tender their shares. The transaction will be funded with Carlisle’s cash on hand and existing revolving credit facility. The transaction is not subject to a financing condition. Carlisle and Hawk expect closing to occur by year-end.

Citi is serving as financial advisor and Dorsey & Whitney LLP is serving as legal counsel to Carlisle. Harris Williams & Co. is serving as financial advisor and Jones Day is serving as legal counsel to the Special Committee of the Board of Directors of Hawk. Kohrman Jackson & Krantz PLL is serving as legal counsel to Hawk.

52.             In connection with the announcement of the Proposed Transaction, David A. Roberts, Carlisle’s Chairman, President and Chief Executive Officer emphasized the benefits Carlisle will obtain through the acquisition of Hawk at such a nominal premium, saying:

We are very excited to have reached this agreement with Hawk and believe that this is a unique opportunity to build an even stronger and more efficient company for our customers, employees and shareholders. This transaction provides us with the opportunity to expand our product offering and further strengthen our position as a leading global supplier of high performance braking solutions.

This transaction is consistent with our long-term strategic goals to reach $5 billion in revenue and 15% EBIT margins, to expand globally and to produce strong free cash flow. As we’ve communicated in the past, we are focused on adding highly engineered, higher margin products and Hawk is a great fit for us from this perspective.

53.             On a conference call with analysts later on October 15, Roberts again emphasized how beneficial the acquisition of Hawks would be to Carlisle, reiterating:

We’re very pleased to be announcing this transaction today as I truly believe it’s a unique opportunity to provide substantial strategic benefits for our company. Hawk represents an exceptional and highly complementary addition to our braking solutions business and brings us one step closer to our previously stated long term goals, that of being generating — or of generating $5 billion in annual revenue, 15 percent EBIT margins, expanding our business globally and generating substantial free cash flow. . .

We believe this is a unique acquisition for Carlisle given its complementary product portfolio and similar customer mix is certainly a plus for us.

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We estimate annual run rate synergies to be approximately $20 million or so by 2012 and will come both from the revenue side and the cost side of the equation. The price we are paying represents approximately eight and a half times the 2010 EBIT margins before accounting and synergies and roughly six times after including the synergies I just mentioned.

From a financial perspective, we expect this transaction to be immediately accretive to our earnings.

. . . as I mentioned earlier, Hawk is a great opportunity for us and is consistent with Carlisle’s long term strategic goals again to reach 5 billion in revenue, 15 percent operating margins or EBIT margins, expand globally and produce free strong cash flows.

From a strategic perspective, Hawk strengthens one of our growth platforms, CIBF, which is now positioned as a leading one-stop-shop global provider of high performance braking solutions. The added capability that Hawk brings really helps round out CIBF’s overall product portfolio and is consistent with our overall strategy to add highly engineered, higher margin productions.

In addition, this acquisition expands our global footprint and positions Carlisle to participate in emerging growth markets.

* * *

From a financial perspective, looking back at Hawk’s performance for the last 12 months ended June 30, 2010, you can see that Hawk has contributed over 200 million in revenues and almost $40 million in EBITDA, excluding the impact of any synergies.

And even more importantly, Carlisle’s pro forma last 12 month EBITDA margin would have been roughly 60 basis points higher excluding the impact of synergies. If you factor in 20 million of the annual run rate synergies mentioned earlier, Carlisle’s pro forma last 12 month EBITDA margin would have been roughly 12.4 percent or 130 basis points higher than what it was prior.

54.           Commenting on the Proposed Transaction defendant Weinberg likewise noted the substantial benefits it would provide to Carlisle, as the surviving company, as well as Hawk’s customers and employees, stating:

On July 1, 2010, we announced the commencement of a process to explore possible strategic alternatives to enhance Hawk’s shareholder value. Our Board appointed a Special Committee of independent directors to run the process, and I am pleased this transaction is the result. The strategic combination of Hawk with Carlisle builds an exciting combination in the marketplace and is a favorable

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outcome for all. Our shareholders will receive all-cash for their shares, at a price we believe represents an attractive valuation; our customers will benefit from broader product and service offerings; and our employees will benefit from being part of a larger, more diversified company with career growth opportunities.

55.             The consideration offered to Hawk’s public stockholders in the Proposed Transaction is unfair and grossly inadequate because, among other things, the intrinsic value of Hawk’s common stock is materially in excess of the amount offered for those securities in the proposed acquisition given the Company’s prospects for future growth and earnings.

56.             Defendants have timed the offer to take advantage of the fact that Hawk is optimally poised for continued growth in an industry that analysts have indicated will have increasing, or “lifting” sales. Even though Hawk’s common stock has seen a 408% increase in the past 18 months and has outpaced the performance of its industry peers by 166.5%, the consideration offered common shareholders in the Proposed Transaction represents a paltry 2% premium over the closing price of Hawk Common stock the day before the announcement of the Proposed Transaction.

57.             Thus, the Proposed Transaction comes at a time when the Company’s stock price is on a strong upswing after a long economic downturn and its prospects for growth and increased revenue are substantially increasing as the economic recession is ending. Hawk insiders are well aware of the Company’s intrinsic value and that Hawk shares are significantly undervalued. Carlisle recognized Hawk’s solid performance and potential for growth and determined to capture that opportunity for itself at the expense of Hawk’s public shareholders. Carlisle is seeking to engage in a transaction that secures an opportunity to benefit from the Company’s growth, while the Company’s shareholders are provided inadequate consideration without the benefit of a full and fair sales process.

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C.Defendants Weinberg, Harbert and Krantz are

Effectively Controlling Shareholders and Receive Financial

Benefits Not Shared by Hawk’s Public Common Shareholders

58.             Defendants Weinberg, Harbert and Krantz (“Controlling Shareholders”) collectively own 34.2% of the Company’s outstanding common stock. Moreover, the Controlling Shareholders own 100% of Hawk’s outstanding Series D Stock. The holders of Series D Stock, however, may only transfer or sell their shares of Series D Stock to the other Controlling Shareholders, or in certain circumstances to members of their immediate families.

59.             However, and most significantly, the Series D Preferred Stock is entitled to elect a majority of the members of the Board of Directors of the Company and to vote as a separate class on fundamental corporate transactions. Accordingly, if any two of these stockholders vote their shares of Series D Preferred Stock in the same manner, they will have sufficient voting power — even without the consent of the Company’s common shareholders — to elect a majority of the members of the Board of Directors, and thereby to control and direct the policies of the Board of Directors and, in general, to determine the outcome of various matters submitted to the stockholders for approval, including fundamental corporate transactions, such as the Proposed Transaction.

60.             To assure the effectiveness of their control of the Company, the Controlling Shareholders have entered into a Stockholders Voting Agreement (“Voting Agreement”). The Voting Agreement requires defendants Weinberg, Harbert and Krantz to vote their shares of Hawk common stock and their Series D Stock (i) in favor of electing Weinberg, Harbert and Krantz or their respective designees to the Board of Directors; (ii) in favor of electing such other directors to the Board of Directors as a majority of defendants Weinberg, Harbert and Krantz or their respective designees shall direct; and (iii) with respect to such matters that are submitted to a vote of the stockholders as a majority of defendants Weinberg, Harbert and Krantz or their

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respective designees shall direct. This Voting Agreement and the voting rights of the Series D Stock effectively provided the Controlling Shareholders with the ability to control and direct the Company and its Board with respect to its approval of the Proposed Transaction.

61.             To assure Carlisle’s ability to acquire the Company without any shareholder vote, and as a necessary condition to the Proposed Transaction, concurrently with negotiating and executing the Merger Agreement, defendants Weinberg, Harbert and Krantz entered into Tender Agreements with Carlisle. Pursuant to the Tender Agreements, the Controlling Shareholders each agreed to tender their shares of Hawk common stock in favor of the Proposed Transaction, executed an irrevocable proxy to Carlisle to vote their shares of both Hawk common stock and their Series D Stock, and agreed to a redemption of the Series D Stock in exchange for $1,000 per Series D share.

62.             Despite their duty to maximize shareholder value, certain of the Individual Defendants, most notably the Controlling Shareholders, have clear and material conflicts of interest and are acting to better their own interests at the expense of Hawk’s public common shareholders.

63.             For example, pursuant to defendant Weinberg’s employment agreement with Hawk, if Weinberg is terminated other than for cause, Weinberg is entitled to receive full compensation, including salary, bonuses and benefits through the end of 2014. Thus upon a termination due to a change of control or even a relocation following such a change of control, as of December 31, 2009, Weinberg was entitled to payments and compensation totaling $7,447,113.

64.             Likewise, defendants Weinberg, Harbert and Krantz, as the sole owners of Series D Stock, agreed to the redemption of their Series D Stock in exchange for payments of $689,000,

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$689,000, and $152,000 respectively. In addition, defendants Weinberg, Harbert and Krantz hold large illiquid blocks of Hawk common stock for which they will receive, collectively $139,977,350 through the Proposed Transaction.

D.            The Preclusive Deal Protection Devices

65.             In addition to the inadequate consideration offered to Hawk’s shareholders, the entire process deployed by Carlisle and Hawk’s Board is also unfair and inadequate. Namely, to assure that Carlisle and the Individual Defendants would reap the windfall benefits of the Proposed Transaction and that no competing bidders would emerge, the Individual Defendants agreed to certain preclusive deal protection provisions contained within the Merger Agreement that operate collectively to make the emergence of another bid highly unlikely.

66.             The Merger Agreement contains a strict “no shop” or “no solicitation” provision prohibiting the members of the Hawk Board from taking any affirmative action to comply with their fiduciary duties to maximize shareholder value, including soliciting proposals relating to alternative tender offer or business combinations. Specifically, §6.8 of the Merger Agreement requires that the Company and the Individual Defendants to “immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons or its Representatives conducted heretofore with respect to any Acquisition Proposal”, preventing the Board and any Company personnel from attempting to procure a price in excess of the amount offered by Carlisle.

67.             Similarly, §6.8(f) of the Merger Agreement provide a matching rights provision whereby the Company must notify Carlisle of any unsolicited competing bidder’s offer. Then, if and only if the Board determines that the competing offer constitutes a “Superior Proposal,” Carlisle is granted three business days to amend the terms of the Merger Agreement to make a

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counter-offer that the Company must consider in determining whether the competing bid still constitutes a “Superior Proposal.”

68.             Thus, even if the Hawk’s Board receives an intervening bid that appeared to be “superior” to Carlisle’s offer, they are precluded from even entering into discussions and negotiations unless they first reasonably determine in good faith that the alternative proposal is, in fact, “superior,” and that a failure to consider the proposal would constitute a breach of their fiduciary duties. Then, Hawk must still give Carlisle three days notice to match the competing offer. Consequently, this provision prevents the Hawk’s Board from exercising their fiduciary duties.

69.             In addition, §8.3 of the Merger Agreement includes a $14,500,000 termination fee payable to Carlisle that, in combination with the other provisions of the Merger Agreement, will all but ensure that no competing offer will be forthcoming.

70.             These provisions cumulatively discourage any other bidders from making a competing bid for the Company. This is particularly noteworthy given Hawk’s attractiveness as an acquisition target.

71.             Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company shareholders will continue to suffer absent judicial intervention.

E.Conflict of Interest

72.             Finally, the Company was advised by the law firm Kohrman Jackson & Krantz, P.L.L. This is the law firm founded by defendant Krantz. Given the benefits that defendant Krantz will receive through the Proposed Transaction, having his law firm advise the Company on the Proposed Transaction amounts to a hopeless conflict.

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FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties Against the Individual Defendants

73.             Plaintiff repeats and realleges each allegation set forth herein.

74.             The Individual Defendants have violated fiduciary duties of care, loyalty, candor and good faith owed to public shareholders of Hawk.

75.             By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class of the true value of their investment in Hawk.

76.             As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Hawk because, among other reasons, they failed to take steps to maximize the value of Hawk to its public shareholders. Moreover, the Individual Defendants failed to secure safeguards on behalf of the Company’s shareholders, against the decline in the value of the stock component of the consideration to be paid to Hawk’s shareholders in the Proposed Transaction.

77.             The Individual Defendants dominate and control the business and corporate affairs of Hawk, and are in possession of private corporate information concerning Hawk’s assets, business and future prospects. Thus, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Hawk which makes it inherently unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.

78.             By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class.

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79.              As a result of the actions of defendants, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Hawk’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

80.              Unless defendants are enjoined by the Court, they will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members of the Class.

81.              Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

Breach of Fiduciary Duty of Loyalty and Entire

Fairness Against Defendants Weinberg, Harbert and Krantz

82.             Plaintiff repeats and realleges each allegation set forth herein.

83.             Defendants Weinberg, Harbert and Krantz, the Controlling Shareholders owe fiduciary duties of loyalty and entire fairness to the public stockholders of Hawk. Given that the Controlling Shareholders through their Series D Preferred Stock control the make up of the Board and they control and direct the policies of the Board, they and the Proposed Transaction are subject to the entire fairness standard. Defendants must carry the burden of proving that the Proposed Transaction is fair to Hawk shareholders with respect to process and price.

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THIRD CAUSE OF ACTION

On Behalf of Plaintiff and the Class

Against Carlisle for Aiding and Abetting the

Individual Defendants’ Breach of Fiduciary Duty

84.             Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

85.             Carlisle has acted and is acting with knowledge of, or with reckless disregard to, the fact that the Individual Defendants are in breach of their fiduciary duties to Hawk’s public shareholders, and has participated in such breaches of fiduciary duties.

86.             Carlisle knowingly aided and abetted the Individual Defendants’ wrongdoing alleged herein. In so doing, Carlisle rendered substantial assistance in order to effectuate the Individual Defendants’ plan to consummate the Proposed Transaction in breach of their fiduciary duties.

87.             Plaintiff has no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands injunctive relief in its favor and in favor of the Class and against Defendants as follows:

A.             Declaring that this action is properly maintainable as a Class action and certifying Plaintiff as Class representative;

B.              Enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best possible terms for shareholders;

C.              Rescinding, to the extent already implemented, the Proposed Transaction or any of the terms thereof, or granting Plaintiff and the Class rescissory damages;

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D.            Directing the Individual Defendants to account to Plaintiff and the Class for all damages suffered as a result of the Individual Defendants’ wrongdoing;

E.              Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

F.              Granting such other and further equitable relief as this Court may deem just and proper.

	COOCH AND TAYLOR P.A.
	/s/ Blake A. Bennett
	BLAKE A. BENNETT (#5133)
	The Brandywine Building
	1000 West Street, 10th Floor
	Wilmington, DE 19801
	(302) 984-3800
	Attorneys for Plaintiff
DATED: October 27, 2010
OF COUNSEL:
RYAN & MANISKAS, LLP
Richard A. Maniskas, Esquire
995 Old Eagle School Road, Ste 311
Wayne, Pa. 19333
Tel: (484) 588-5516
Fax: (484) 450-2582

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EX-99.(D)(5)

Exhibit (d)(5)

CONFIDENTIALITY AGREEMENT

Harris Williams & Co. (“HW&Co.”)

2 International Place, 24th Floor

Boston, MA 02110

Ladies and Gentlemen:

You have agreed to discuss with us a transaction (a “Transaction”) involving Hawk Corporation (“Hawk” or the “Company”), a manufacturer of friction components headquartered in Cleveland, Ohio. As a condition to such discussions, you have required that we agree to keep strictly confidential all information conveyed to us in whatever form, whether written or oral, regarding the Company and to refrain from using the same except as provided in this letter agreement (“Agreement”).

This Agreement confirms our agreement with you and Hawk to retain in strict confidence all information (written or oral) conveyed to us by you or the Company relating to the Company, its business, or its affiliates, and all notes, analyses, compilations, forecasts, studies or other documents prepared by us or any of our Representatives (as defined below) that contain or reflect such information unless such information (i) is already in our possession, (ii) was or becomes available to the public from a source other than us, (iii) is required to be disclosed by law, or (iv) becomes available to us on a nonconfidential basis from a source other than you, provided that such other source is not in violation of any other obligation of confidentiality or nonuse pursuant to any contractual, legal, fiduciary or other obligation (the “Confidential Information”). We will use the Confidential Information only in connection with our consideration of whether to pursue a Transaction and will not otherwise use it in our business or disclose it to others, except that we shall have the right to communicate the Confidential Information to such of our directors, officers, employees (if any), and agents (including our attorneys, accountants, consultants, lenders, and similar advisers) (collectively, “Representatives”) who are assisting us with our consideration of whether to pursue a transaction or who are required by their duties to have knowledge thereof, provided that each such person is informed that such Confidential Information is strictly confidential and subject to this Agreement and agrees not to disclose or use such Confidential Information except as provided herein. We hereby agree that we will be liable for any breach of this Agreement by any of our Representatives. We and our Representatives will not disclose to any third party the fact that the Confidential Information has been made available to us or that discussions or negotiations are taking place concerning a Transaction with us or any of the terms, conditions or other facts with respect thereto (including the status thereof).

All of our (i) communications regarding a Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings and (iv) questions regarding procedure must be directed to you. We will not contact any stockholder, director, officer, employee or agent of the Company, or any customer, supplier or other person having a business relationship with the Company, regarding the Company, the Company’s assets, business, operations, personnel, prospects or finances, the Confidential Information or a Transaction, except with the prior written permission of the Company; provided that we may contact persons with whom a preexisting relationship exists or with whom a relationship entirely independent of the subject matter hereof exists and provided further that all such contacts are engaged in without reference to the Confidential Information or the Transaction.

We acknowledge that neither HW&Co., the Company, nor any of their respective Representatives has made or is making, and we are not relying on, any representation or warranty, express or implied, regarding the accuracy or completeness of the Confidential Information, including without limitation any projections, estimates, budgets or information relating to the assets, liabilities, results of operations, condition (financial or otherwise), customers, suppliers or employees of the Company, and neither

HW&Co., the Company nor any of their Representatives shall have any liability to us or any of our Representatives relating to or resulting from the use of the Confidential Information. The only representations and warranties on which we may rely will be those, if any, expressly set forth in a definitive agreement between the Company or its stockholders and us with respect to a Transaction, and then only to the extent provided in such agreement.

The Company may, in its sole discretion, reject any and all proposals made by us or on our behalf with regard to a Transaction and terminate discussions and negotiations with us at any time and for any or no reason. We acknowledge that (i) you and the Company shall conduct the process for a Transaction and you and the Company shall determine the form, manner and timing of all negotiations concerning a Transaction or any transaction with a third party (including, without limitation, negotiating with any prospective buyer and entering into definitive agreements without prior notice to us or any other person), (ii) any procedures relating to a Transaction may be changed at any time without notice to us or any other person, (iii) the Company shall have the right, in its sole discretion, to reject or accept any potential buyer, proposal or offer, and to terminate any discussions and negotiations, at any time and for any or no reason (iv) neither we nor any of our Representatives shall have any claims whatsoever against the Company or HW&Co. or any of their respective affiliates or Representatives arising out of or relating to such actions and (v) neither us nor any of our Representatives shall challenge any transaction between Hawk and third party on the ground that any such action or inaction was wrongful, discriminatory, unfair or otherwise violated any duty owed us or any of our Representatives arising out of or relating to such actions. Unless and until a definitive agreement between the Company or its stockholder(s) and us with respect to a Transaction has been executed and delivered, neither the Company nor any of its stockholders or affiliates will be under any legal obligation to us of any kind whatsoever with respect to such a Transaction.

In the event that we or any of our Representatives is requested or required, in connection with any proceeding by or before a governmental authority, to disclose any Confidential Information, we will give the Company prompt written notice of such request or requirement so that the Company may seek an appropriate order or other remedy protecting the Confidential Information from disclosure, and we will cooperate with the Company to obtain such protective order or other remedy. In the event that a protective order or other remedy is not obtained or the Company waives its right to seek such an order or other remedy, we (or our Representatives to whom such request is directed) may, without liability under this Agreement, furnish only that portion of the Confidential Information which, in the reasonable opinion of our counsel, we (or such Representatives) are legally required to disclose, provided that we give the Company written notice of the information to be disclosed as far in advance of its disclosure as practicable and use our best efforts to obtain assurances that confidential treatment will be accorded to such information.

We agree until a definitive agreement is executed between us and the Company that the Company has no legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement or otherwise. If we determine not to proceed with a Transaction, we will promptly notify you or the Company of such decision. In that event, or if at any time, you or the Company so requests, we agree to return to you or destroy (and certify in writing that we have done so) immediately upon request all Confidential Information together with all copies thereof in our possession or to which we have access, provided that (i) we may keep one copy of all Confidential Information solely for legal compliance purposes and (ii) we do not need to return or destroy Confidential Information that has become embedded in our electronic files as a result of our normal data backup procedures. Notwithstanding any termination of discussions concerning a Transaction and the return or destruction of the Confidential Information, we and our Representatives will continue to be bound by our obligations of nondisclosure and restrictions on use of the Confidential Information and all of the other obligations hereunder in accordance with the terms hereof. The undersigned is duly authorized to bind us to this Agreement.

For a period of two years from the date of this Agreement, neither we nor our affiliates (as defined in Rule 12b-2 of the Securities Exchange Act, as amended) will employ, solicit or divert any officer or senior level employee of the Company or any other employee of the Company who became known to us pursuant to our receipt of the Confidential Information or our evaluation of the Transaction, provided that we may (i) hire any such employee who is not employed by the Company prior to commencement of employment discussions with us provided that such person has not been an employee of the Company for at least twelve months prior to any solicitation of employment by us; (ii) employ any such employee who contacts us on his or her own initiative without any otherwise prohibited solicitation; or (iii) engage in general solicitations of employment not specifically directed at employees of the Company or its direct and indirect subsidiaries.

We agree that, for a period of two years from the date of this Agreement, neither we nor any of our affiliates (as defined in Rule 12b-2 of the Securities Exchange Act, as amended) will (and neither we nor they will assist or encourage others to), without the prior written consent of the Company or its Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, any of the assets or businesses of the Company or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of the Company or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s Board of Directors, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of the Company, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph. We will promptly notify the Company of any inquiry or proposal made to us with respect to any of the foregoing; provided however that if we refuse to engage in any discussions regarding the foregoing with any party making such inquiry and otherwise satisfy all of the provisions of this paragraph, we shall be relieved of the requirement to notify the Company.

We agree that neither Hawk nor you will be obligated to pay any fees on our behalf to any broker, finders, or other parties claiming to represent us. Without limiting the generality of the nondisclosure obligations contained herein, it is further understood that we are strictly prohibited by this Agreement from acting as a broker or an agent or otherwise using any of the Confidential Information provided us for the benefit of any third party. In considering a Transaction and reviewing the information, we are acting solely on our own behalf and not as part of a group with any third parties. We will not, directly or indirectly, enter into any agreement, arrangement or understanding, or any discussions that may lead to the same with any person regarding a possible transaction involving the Company.

The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by the other party or its Representatives and, in addition to all other remedies available under applicable law, the parties shall be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any such breach. The parties will not oppose the granting of such relief and will

waive any requirement for the posting of any bond or other security in connection therewith. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party or any of its Representatives has breached this Agreement, the breaching party will reimburse the non-breaching party for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with such litigation.

No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by each party. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same agreement.

This Agreement and any dispute arising hereunder or in connection with the matters contemplated hereby, whether in contract, tort or otherwise, shall be governed in all respects by the internal laws of the State of New York, without giving effect to New York principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. In the event of any litigation arising hereunder or in connection with the matters contemplated hereby, each party agrees to submit to the nonexclusive jurisdiction of courts of the State of New York and of the United States located in the County of New York.

Except as otherwise expressly provided herein, the obligations under this Agreement will terminate two years from the date hereof.

Name:	Scott Selbach
Signature:	/s/ Scott Selbach
Title:	Vice President – Corporate Development
Company:	Carlisle Companies Inc.
Date:	7/30/2010

EX-99.(D)(6)

Exhibit (d)(6)

Carlisle Companies Incorporated
13925 Ballantyne Corporate Place, Suite 400
Charlotte, North Carolina 28277 (704) 501-1100 ·
FAX (704) 501.1190

October 7, 2010

CONFIDENTIAL

Hawk Corporation

c/o Hiter Harris, Bill Roman & Patrick McNulty

Harris Williams & Co.

2 International Place, 24th Floor

Boston, MA 02210

Re: Hawk Corporation

Dear Messrs. Harris, Roman and McNulty:

Thank you for your telephone call to us today in which you outlined the requirements of the Special Committee of the Board of Hawk Corporation (the “Company”) for moving ahead with Carlisle Companies Incorporated (“Carlisle”) on our contemplated acquisition of the Company.

We understand that, based on the proposal we delivered to you on September 29, 2010 (the “Proposal”), including the mark-up of the proposed form of Agreement and Plan of Merger supplied to your legal advisors on September 27, 2010, and with an increase in the all-cash purchase price to $50.00 per share, the Company is prepared to proceed immediately with the final negotiation of the Agreement and Plan of Merger with Carlisle and to immediately provide Carlisle with access to the confirmatory due diligence materials described in the Proposal, with the objective of executing a definitive agreement by October 14, 2010.

Subject to the Company’s acceptance of the terms and conditions set forth below, we are prepared to proceed as outlined above, including an increase in the all-cash purchase price to $50.00 per Class A common share on a fully diluted per share basis (assuming 8,369,983 Common A shares and options outstanding on the date of closing).(1) All other terms and conditions of our Proposal remain in effect.

In order to induce Carlisle to complete the confirmatory due diligence and acknowledging that Carlisle is relying upon the same, the Company shall, and shall cause each of its Representatives (as defined below) to, negotiate exclusively with Carlisle with respect to the transaction contemplated by the Proposal from the execution of this letter until 9:00 a.m., Eastern Time, October 15, 2010 (such period being referred to herein as the “Exclusivity Period”).  Accordingly, during the Exclusivity Period, the Company (i) shall not, and shall not permit any

(1) We have assumed that, as a condition to the tender offer, the Series D preferred shares outstanding would be redeemed by the Company in accordance with their terms immediately prior to the takedown of the Common A shares in the tender offer.

of its subsidiaries or affiliates, or any of its and their respective employees, officers, directors or agents (including without limitation, the Company’s financial advisors, investment bankers, accountants, attorneys and other advisors) (collectively, “Representatives”) to, directly or indirectly, solicit, encourage, initiate, accept or take any other action to facilitate inquiries or proposals from, or participate in any discussions or negotiations with or the furnishing of such information to, any person (other than Carlisle or its Representatives), concerning alternatives to the transaction contemplated by the Proposal, (ii) shall cause each of its subsidiaries and affiliates, and each of its and their respective Representatives to, immediately cease all existing discussions and negotiations, if any, with any person other than Carlisle and its Representatives with respect to the same, and (iii) shall not grant any waiver or release under any standstill agreement with respect to any class of equity securities or property of the Company. Notwithstanding the foregoing, the Exclusivity Period shall immediately cease if Carlisle sends a written notice to the Company that it is terminating negotiations with respect to a proposed transaction.

Except with respect to the immediately preceding paragraph, which shall be binding on the Company and its Representatives, no party shall be under any legal obligation with respect to a proposed transaction, and no proposal or binding commitment of any nature whatsoever shall be implied regarding a transaction, unless and until a definitive written agreement providing for a transaction has been executed and delivered by all applicable parties. Furthermore, this Proposal does not constitute or represent any offer or an announcement or communication of a firm intention to make any offer to acquire Company securities.

Carlisle and the Company agree that this letter shall be confidential and subject to the terms of the Confidentiality Agreement, dated July 30, 2010, between Carlisle and the Company.

We are very excited about the opportunities at Hawk Corporation. If the Company is in agreement with this updated Proposal, please have this letter signed by an authorized representative of the Company and returned to us.

		Very truly yours,
		/s/ Scott C. Selbach
		Scott C. Selbach
		Vice President, Corporate Development
This Proposal is accepted this 8th day
of October, 2010.
Hawk Corporation
By:	/s/ Joseph J. Levanduski
Title:	Senior Vice President and CFO

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