EXHIBIT C
AGREEMENT
THIS AGREEMENT is made and entered into this 2nd day of December,
1998 by and among Xxxxxx X. Xxxxx, and Xxxxxxxx X. Xxxxxxx, Xx., Xxxxx X.
Xxxxxxx and Xxxxx & Xxxxxxx Enterprises, Inc.,
WHEREAS, each of the parties is the beneficial owner of greater than
five percent (5%) of the $0.50 par value common stock of Valley Forge
Corporation (the "Stock"); and
WHEREAS, the parties have entered into a Stockholder Agreement
relating to the tender and vesting of their shares of stock, and
WHEREAS, the parties desire to report the Stockholder Agreement by
filing a joint statement on schedule 13D in accordance with the provision of
S.E.C. Reg. Section 240.13d-2; and
WHEREAS, in the case of such joint filing, S.E.C. Reg. Section
240.13D-1 (f) (iii) requires the parties to agree in writing that such joint
filing is being filed on behalf of each of them.
NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained, and for other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Each party hereby covenants and agrees with each other party that
they will jointly file, or cause to be filed, a statement on schedule 13D to
report their ownership and stockholder agreement.
2. The parties further consent and agree with each other and
acknowledge and understand that such jointly filed schedule 13D is being
filed on behalf of each of them.
3. This Agreement shall be binding upon, inure to the benefit of and
be enforceable, by the parties hereto and their respective heirs,
administrators, executors, successors and assigns.
4. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxxxxx X. Xxxxxxx, Xx.
----------------------------
XXXXXXXX X. XXXXXXX, XX.
/s/ Xxxxx X. Xxxxxxx
----------------------------
XXXXX X. XXXXXXX
BLOOM & DESLOGE ENTERPRISES, INC.
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman
