VOTING AGREEMENT AND IRREVOCABLE PROXY

VOTING AGREEMENT AND IRREVOCABLE PROXY

This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of December 13, 2006 between Maxco, Inc., a Michigan corporation (“Maxco”), and the other parties who are signatories hereto (the “Shareholders”);

WHEREAS, concurrently with the execution of this Agreement, Quanex Corporation (“Quanex”), Quanex Technologies, Inc. (the “Purchaser”), Atmosphere Annealing, Inc. (“AAI”), BCGW, Inc. (“BCGW” together with AAI, the “Sellers”) and Maxco are executing that certain Asset Purchase and Sale Agreement dated as of December 13, 2006 (the “Purchase Agreement”) whereby Purchaser will acquire certain assets of the Sellers; and

WHEREAS, as a condition to the entering into the Purchase Agreement, Quanex and the Purchaser (the “Purchasing Parties”) have required that each Shareholder listed on Schedule A attached to this Agreement enter into, and each Shareholder listed on Schedule A has agreed to enter into, this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and intending to be legally bound by this Agreement, Maxco and the Shareholders hereby agree as follows:

Section 1.1. Voting . The Shareholders, being the holders of the shares of common stock, par value $1.00 per share of Maxco (“Stock”) set forth opposite their names on Schedule A, agree to vote at the shareholders’ meeting referred to in Section 6.13 of the Purchase Agreement (the “Meeting”) their shares of Stock and all other shares of Stock the Shareholders own of record as of the record date to determine the shareholders of Maxco entitled to vote at the Meeting (the “Record Date”), and to direct the vote of all shares of Stock that the Shareholders own of record or in a brokerage account and have the direct or indirect power and authority to direct the voting thereof as of the Record Date (collectively, the “Shares”), in favor of the authorization and approval of the Purchase Agreement and the transactions described in the Purchase Agreement.

Section 1.2. Proxy . To better effect the provisions of Section 1.1, each Shareholder revokes any previously executed proxies and constitutes and appoints Max A. Coon and Eric L. Cross, and any one of them (the “Proxy Holder”), with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact to vote at the Meeting all of such Shareholder’s Shares in favor of the authorization and approval of the Purchase Agreement, and the transactions described in the Purchase Agreement, with such modifications as the parties thereto may make. This proxy shall be limited to the power to vote the Shares in the manner set forth in this Section 1.2 and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between its vote of the Shares and a vote by any Shareholder of the Shares, and Maxco agrees to recognize the vote of the Proxy Holder instead of the vote of any Shareholder if the Shareholders do not vote in favor of the authorization and approval of the Purchase Agreement as set forth in Section 1.1 hereof.

Representations and Warranties . Each Shareholder represents and warrants to Maxco as follows:

(a)    Ownership of Shares . Such Shareholder is a record and beneficial owner of the number of Shares set forth opposite such Shareholder's name on Schedule A hereto. On the date hereof, the Shares set forth opposite such Shareholder's name on Schedule A constitute all of the shares of Stock owned of record or or in a brokerage account by such Shareholder. Such Shareholder has sole voting power and sole power of disposition and sole power to engage in the actions set forth herein, in each case with respect to all of the Shares set forth opposite such Shareholder's name on Schedule A, with no restrictions on such rights, except pursuant to the terms of this Agreement.  

(b)    Power; Binding Agreement . Such Shareholder has the legal capacity, power and authority to enter into and perform all of such Shareholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's properties or assets are or may be bound, including, without limitation, any trust agreement, voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which a Shareholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. If such Shareholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, each person having community property rights in such Shares, enforceable against such person in accordance with its terms.

(c)    No Conflicts . No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority or any other person (or entity) is necessary for the execution of this Agreement by such Shareholder and, the consummation by such Shareholder of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by such Shareholder nor, the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will (i) result in a violatio