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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 and, if applicable, Series Three Preferred shares and
Series Six Preferred shares 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, subject to the Bank
Documents as to the applicable Stock of Max A. Coon (as described
in Article II, Section (a) below), 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 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, and except for the rights in the
applicable Stock of Max A. Coon previously granted by Shareholder,
Max A. Coon: (i) to JP Morgan Chase Bank, N.A. pursuant to the Term
Note, Amendment to Credit Agreement, Continuing Pledge Agreement,
each dated as of October 24, 2006 (collectively the "Chase
Documents") and (ii) to Irwin Union Bank pursuant to the Amended
and Restated Loan Agreement, Amended and Restated Note, and Pledge
of Account and Security Agreement, each dated May 27, 2005, and to
Irwin Union Bank and J.J.B. Hilliard, W.L.Lyons, Inc. under the
Control Agreement Regarding Securities Account dated May 27, 2006
(collectively, the "IUB Documents"); (the Chase Documents and the
IUB Documents, collectively, the "Bank Documents").
(b) No
Default . Max A. Coon represents and warrants that there is
no default, nor any notice of any default received by him, arising
out of any of the Bank Documents.
(c) Power;
Binding Agreement . Except as provided by the Bank Documents
as applied to Max A. Coon: (i) such Shareholder has the legal
capacity, power and authority to enter into and perform all of such
Shareholder's obligations under this Agreement, (ii) 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, (iii) 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, and (iv)
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
agai
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