0000921895-07-000434 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • February 26th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of amendments to the Statement on Schedule 13D dated February 26, 2007 (including amendments thereto) with respect to the Common Stock of Bairnco Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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EXECUTION VERSION AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 26th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
ARTICLE 1 AGREEMENT TO TENDER
Tender and Support Agreement • February 26th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
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