BETWEENLoan and Security Agreement • April 12th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 26th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 25, 1998 by and between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and Steel Partners II, L.P., a...Securities Purchase Agreement • March 4th, 1998 • Steel Partners Ii L P • Bottled & canned soft drinks & carbonated waters • New York
JOINT FILING AGREEMENTJoint Filing Agreement • March 30th, 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 a Statement on Schedule 13D (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.
BETWEENSecurity Agreement • April 12th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • New York
--------------------- |CUSIP NO. 692830508 | | Page 8 of 9 pages | --------- | | | | ------------------------ -----------------------Steel Partners Ii L P • October 3rd, 1995 • Metalworkg machinery & equipment
Steel Partners II, L.P. owns 14.9% of the outstanding shares of P&F Industries, Inc. and has owned this amount for approximately two years. We believe that you have done a terrific job in cleaning up the balance sheet of the company, selling off its non-performing assets, and refocusing the company on its two core businesses.
JOINT FILING AGREEMENTJoint 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.
Exhibit (d) JOINT FILING AGREEMENT ---------------------- 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 a Statement on...Joint Filing Agreement • June 22nd, 2006 • 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 a Statement on Schedule 13D (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.
AGREEMENTAgreement • July 24th, 1998 • Steel Partners Ii L P • Sugar & confectionery products • New York
WITNESSETH:Stock Purchase Agreement • April 12th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • New York
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...Joint Filing and Solicitation Agreement • December 29th, 2006 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers
PURCHASE TRADING PLAN AGREEMENTPurchase Trading Plan Agreement • June 14th, 2010 • Steel Partners Ii Lp • Computer communications equipment • New York
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (the “Purchaser”) desires to purchase, from time to time, certain shares (the “Shares”) of Common Stock, par value $.001 per share (the “Common Stock”), of Adaptec, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Accident & health insurance
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 a Statement on Schedule 13D dated December 28, 2007 (including amendments thereto) with respect to the Common Stock of Conseco, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
ARTICLE 1 AGREEMENT TO TENDERTender and Support Agreement • February 26th, 2007 • Steel Partners Ii Lp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2009 • Steel Partners Ii Lp • Miscellaneous chemical products
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 a Statement on Schedule 13D dated January 5, 2009 (including amendments thereto) with respect to the Common Stock of Ronson Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
EXHIBIT 7 EXECUTION COPY AGREEMENT OF COMPROMISE AND SETTLEMENT This AGREEMENT OF COMPROMISE AND SETTLEMENT dated as of March 19, 1996 (this "Settlement Agreement") is entered into by and among Medical Imaging Centers of America, Inc., a California...Agreement of Compromise And • March 22nd, 1996 • Steel Partners Ii L P • Services-specialty outpatient facilities, nec • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2008 • Steel Partners Ii Lp • Services-motion picture & video tape distribution • New York
This Stock Purchase Agreement (this “Agreement”) is entered into and made effective as of November 13, 2008 (the “Effective Date”), by and between New Frontier Media, Inc., a Colorado corporation with an address of 7007 Winchester Circle, Suite 200, Boulder, CO 80301 (the “Company”), and Steel Partners II, L.P., a Delaware limited partnership with an address of 590 Madison Avenue, 32nd Floor, New York, NY 10022 (“Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Gaskets, packg & sealg devices & rubber & plastics hose
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 a Statement on Schedule 13D dated December 31, 2007 (including amendments thereto) with respect to the Common Stock of EnPro Industries, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • January 31st, 2008 • Steel Partners Ii Lp • Fabricated rubber products, nec
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel Partners II GP LLC, a Delaware limited liability company, Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners LLC, a Delaware limited liability company, Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran wish to form a group for the purpose of soliciting proxies or written consents to elect Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran, or any other person designated by the undersigned, as directors of GenCorp and taking all other action necessary or advisable to achieve the foregoing.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Computer communications equipment
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 a Statement on Schedule 13D dated December 31, 2007 (including amendments thereto) with respect to the Common Stock of CoSine Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2009 • Steel Partners Ii Lp • Metalworkg machinery & equipment
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 a Statement on Schedule 13D dated January 5, 2009 (including amendments thereto) with respect to the Common Stock of P&F Industries, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
STEEL PARTNERS II, L.P.Steel Partners Ii Lp • February 11th, 2008 • Orthopedic, prosthetic & surgical appliances & supplies
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Point Blank Solutions, Inc. (“Point Blank”) in connection with the proxy solicitation or consent solicitation that Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking to elect directors (the “Steel Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to Point Blank and all of its stockholders. This letter will set forth the terms of our agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 6th, 2009 • Steel Partners Ii Lp • Electronic components, nec
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 a Statement on Schedule 13D dated January 5, 2009 (including amendments thereto) with respect to the Common Stock of Del Global Technologies Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Computer communications equipment
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 a Statement on Schedule 13D dated December 31, 2007 (including amendments thereto) with respect to the Common Stock of Adaptec, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 8th, 2009 • Steel Partners Ii Lp • Services-computer programming, data processing, etc.
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 a Statement on Schedule 13D dated January 8, 2009 (including amendments thereto) with respect to the Common Stock of EarthLink, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Wholesale-computers & peripheral equipment & software
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 a Statement on Schedule 13D dated December 31, 2007 (including amendments thereto) with respect to the Common Stock of IKON Office Solutions, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • September 9th, 2009 • Steel Partners Ii Lp • Computer communications equipment
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Coating, engraving & allied services
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 a Statement on Schedule 13D dated December 31, 2007 (including amendments thereto) with respect to the Common Stock of WHX Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
STEEL PARTNERS II, L.P.Steel Partners Ii Lp • January 9th, 2008 • Drilling oil & gas wells
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Rowan Companies, Inc. (“Rowan”) in connection with the proxy solicitation that Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking to nominate and elect directors at Rowan’s 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Steel Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to Rowan and all of its stockholders. This letter will set forth the terms of our agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2008 • Steel Partners Ii Lp • Drilling oil & gas wells
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 a Statement on Schedule 13D dated January 2, 2008 (including amendments thereto) with respect to the Common Stock of Rowan Companies, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2008 • Steel Partners Ii Lp • Coating, engraving & allied services
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 a Statement on Schedule 13D dated August 18, 2008 (including amendments thereto) with respect to the Common Stock of WHX Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 8th, 2009 • Steel Partners Ii Lp • Electronic components, nec
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 a Statement on Schedule 13D dated September 8, 2009 (including amendments thereto) with respect to the Common Stock of Del Global Technologies Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2007 • Steel Partners Ii Lp • Miscellaneous chemical products
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 a Statement on Schedule 13D dated December 28, 2007 (including amendments thereto) with respect to the Common Stock of Ronson Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2009 • Steel Partners Ii Lp • Pharmaceutical preparations
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 a Statement on Schedule 13G dated January 5, 2009 (including amendments thereto) with respect to the Common Stock of PharmAthene, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2008 • Steel Partners Ii Lp • Pharmaceutical preparations
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 a Statement on Schedule 13G dated October 27, 2008 (including amendments thereto) with respect to the Common Stock of PharmAthene, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
