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CUSIP No 90277W Page 10 of 12 Pages
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Exhibit 2
Irrevocable Proxy Agreement
Between
Unilabs Holdings, S.A. and Xxxxxx Xxxxxxx & Co., Incorporated
WHEREAS, UNILABS HOLDINGS S.A., a Panamanian corporation ("Purchaser")
purchased on January 26, 2001 from XXXXXX XXXXXXX & CO. INCORPORATED, a Delaware
corporation ("Seller"), 427,359 shares of voting common stock, par value $0.01
per share (the "Acquired Shares"), of ULH Corporation, a Delaware corporation
formerly known as UniHolding Corporation (the "Company") for $5.96875 per share,
with regular way settlement scheduled for, and having occurred on, January 31,
2001;
WHEREAS voting rights with reference to the Acquired Shares passed to
Purchaser from Seller as rights appurtenent to such Acquired Shares; and
WHEREAS Purchaser wishes to protect its right to exercise such voting
rights in the event that, notwithstanding that the sale of the Acquired Shares
has been confirmed to have settled, an error occurs in the settlement or
clearing process for the Acquired Shares, or other unanticipated events result
in the voting rights failing to be transferred to Purchaser from Seller in
connection with the instant transaction;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration:
1. Seller hereby irrevocably appoints Purchaser, with full power of
substitution, as proxy for Seller in Seller's name, place and stead to vote (or
refrain from voting) all the Acquired Shares at any annual, special or other
meeting of the stockholders of the Company with a record date on or after
January 31, 2001, exercising such proxy in Purchaser's sole discretion with
respect to any matter on which stockholders of the Company may vote. The Seller
hereby revokes any proxies previously granted with respect to the Acquired
Shares.
2. At any time or from time to time on and/or after the date hereof,
at Purchaser's request and without further consideration, Seller shall execute
and deliver to or at the direction of Purchaser such other documents and take
such other actions as Purchaser may request to effectuate the voting rights
granted by this Irrevocable Proxy.
Acknowledged and agreed, as of this 2nd day of February, 2001
XXXXXX XXXXXXX & CO. INCORPORATED
By: /S/ XXXXXX XXXXX
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Xxxxxx Xxxxx
Managing Director
