0001144204-06-053206 Sample Contracts

VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • December 18th, 2006 • Maxco Inc • Wholesale-miscellaneous nondurable goods • Michigan

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”);

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VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • December 18th, 2006 • Maxco Inc • Wholesale-miscellaneous nondurable goods • Michigan

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”);

ASSET PURCHASE AND SALE AGREEMENT among Maxco, Inc., Atmosphere Annealing, Inc. and BCGW, Inc. (as “Selling Parties”) and Quanex Corporation and Quanex Technologies, Inc. (as “Purchasing Parties”) Dated December 13, 2006
Asset Purchase Agreement • December 18th, 2006 • Maxco Inc • Wholesale-miscellaneous nondurable goods • Texas

This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made on December 13, 2006, by and among Maxco, Inc., a Michigan corporation (“Maxco”), Atmosphere Annealing, Inc., a Michigan corporation (“AAI”), BCGW, Inc., a Michigan corporation (“BCGW”), Quanex Corporation, a Delaware corporation (“Quanex”), and Quanex Technologies, Inc., a Delaware corporation (the “Purchaser”).

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