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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:
ARTICLE I
AGREEMENT TO SUPPORT ACQUISITION
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.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
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 h
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