0001104659-06-053514 Sample Contracts

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • August 10th, 2006 • Sassower Philip S • Retail-apparel & accessory stores • New York

The Steiner Capital Contribution and Phoenix Capital Contribution are sometimes referred to as that Member’s “Initial Capital Contribution.”

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 10th, 2006 • Sassower Philip S • Retail-apparel & accessory stores

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each other undersigned parties hereby agree to file jointly this Schedule 13D (including any amendments thereto) with respect to the Common Stock, par value $.10 per share, of The Fairchild Corporation. It is understood and agreed that each of the parties hereto is responsible for the timely filing of this Schedule 13D and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe that such information is inaccurate.

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