STOCKHOLDERS’ AGREEMENT Relating to CLASS A COMMON STOCK and CLASS B COMMON STOCK of FAIRCHILD CORPORATION Dated as of September 5, 2008Stockholders’ Agreement • October 1st, 2008 • Steiner Group LLC • Retail-apparel & accessory stores • New York
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of September 5, 2008, is entered into among the holders of Class A common stock, par value $0.10 (the “Class A Common Stock”) of The Fairchild Corporation (the “Company”), the holders of Class B common stock, par value $0.10 (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) of the Company identified on Schedule I hereto (collectively, the “Stockholders” and, individually, each a “Stockholder”), and the Representatives (as defined below), solely in their capacity as such.
JOINT FILING AGREEMENTJoint Filing Agreement • October 1st, 2008 • Steiner Group LLC • Retail-apparel & accessory stores
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 Amendment No. 28 to the Schedule 13D (including additional amendments thereto) with respect to the Class A Common Stock, $0.10 par value, and Class B Common Stock, $0.10 par value, of The Fairchild Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
