Exhibit (d)(ii)
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of Bairnco Corporation, a Delaware corporation ("Bairnco");
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership
("Steel"), Steel Partners, L.L.C., a Delaware limited liability company, BZ
Acquisition Corp., a Delaware corporation, Xxxxxx X. Xxxxxxxxxxxx, Xxxx X.
Xxxxxxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxx wish to form
a group for the purpose of soliciting written consents or proxies to elect
Xxxxxx X. Xxxxxxxxxxxx, Xxxx X. Xxxxxxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx Xxxxxxx and
Xxxxxx X. Xxxxxxx or any other person designated by the undersigned as directors
of Bairnco and taking all other action necessary or advisable to achieve the
foregoing.
NOW, IT IS AGREED, this 29th day of December 2006 by the parties
hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities of Bairnco. Each
member of the Group shall be responsible for the accuracy and completeness of
his/its own disclosure therein, and is not responsible for the accuracy and
completeness of the information concerning the other members, unless such member
knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the
undersigned shall provide written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx &
Wolosky LLP ("Xxxxxx") of (i) any of their purchases or sales of securities of
Bairnco; or (ii) any securities of Bairnco over which they acquire or dispose of
beneficial ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each of the undersigned agrees to solicit written consents
or proxies to elect Xxxxxx X. Xxxxxxxxxxxx, Xxxx X. Xxxxxxxxxxx, Xxxx X. Xxxxxx,
Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxx or any other person designated by the
Group as directors of Bairnco and to take all other action necessary or
advisable to achieve the foregoing (the "Solicitation").
4. Steel agrees to bear all expenses incurred in connection
with the Group's activities, including expenses incurred by any of the parties
in the Solicitation. Notwithstanding the foregoing, Steel shall not be required
to reimburse any party for (i) out-of-pocket expenses incurred by a party in the
aggregate in excess of $250 without Steel's prior written approval; (ii) the
value of the time of any party; (iii) legal fees incurred without Steel's prior
written approval; or (iv) the costs of any counsel, other than Xxxxxx, employed
in connection with any pending or threatened litigation without Steel's prior
written approval.
5. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell securities of Bairnco, as he/it deems appropriate, in his/its sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
6. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument, which may be sufficiently evidenced by
one counterpart.
7. In the event of any dispute arising out of the provisions
of this Agreement, the parties hereto consent and submit to the exclusive
jurisdiction of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under this
Agreement at any time on 24 hours' written notice to all other parties, with a
copy by fax to Xxxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each party acknowledges that Xxxxxx shall act as counsel
for both the Group and Steel.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Managing Member
BZ ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxx
Title: President
/s/ Xxxxxx X. Xxxxxxxxxxxx
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XXXXXX X. XXXXXXXXXXXX
/s/ Xxxx X. Xxxxxxxxxxx
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XXXX X. XXXXXXXXXXX
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
/s/ Xxxxxxx Xxxxxxx
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XXXXXXX XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
