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EXHIBIT 99.(J)
IRREVOCABLE PROXY
The undersigned does hereby revoke any proxy or proxies heretofore given by
the undersigned with respect to any shares of capital stock of Universal
Automotive Industries, Inc. ("Company").
FOR VALUE RECEIVED, the undersigned, a stockholder of the Company and a
party to the Stockholders Agreement ("Stockholders Agreement"), dated as of
August 28, 2001, by and among the Company and certain of its stockholders, does
hereby (but subject to the limitations set forth in the immediately succeeding
paragraph), appoint Pin Ni (and any other Person appointed by Pin Ni or Venture
Equities Management, Inc., an Illinois corporation) ("Series A Stockholder"),
the attorney-in-fact, agent, and proxy of the undersigned ("Proxy"), with full
power of substitution, with authority to act and vote in person or by revocable
proxy or by written consent, as fully and effectively as the undersigned could
do so in person, with respect to any and all shares of the capital stock of the
Company that the undersigned owns of record or over which the undersigned has
voting control ("Shares") at all meetings of the stockholders of the Company,
and at all adjournments thereof, upon all business as may come before any
meeting or any adjournment thereof, and to exercise and execute and deliver all
consents in writing with respect to such Shares either in person or by revocable
proxy, agent, attorney, or other representative. All capitalized terms used, but
not defined, herein shall have the meanings set forth in the Stockholders
Agreement.
Notwithstanding any provision contained herein to the contrary, this
Irrevocable Proxy shall be effective until the expiration hereof only with
respect to that number of Shares that shall be equal to the product of: (a) a
percentage determined by dividing the number of shares of capital stock of the
Company then-owned by the undersigned by the aggregate number of shares of
capital stock of the Company then-owned by the undersigned and Xxxxx Xxxxx;
multiplied by (b) the number of shares of Common Stock that the Series A
Stockholder has purchased from time to time pursuant to, or in connection with,
the Default Warrant (as defined in the Purchase Agreement) ("Default Warrant
Shares"); provided, however, that upon the occurrence of an Event of Default
under Section 9.1(a) of the Certificate of Designation (as defined in the
Purchase Agreement) or an Event of Default under Section 6.1(a) of the Default
Warrant, the Proxy named herein shall be entitled to exercise all rights to vote
all of the Shares that are not then Default Warrant Shares ("Section 9.1(a)
Shares") and to exercise and execute all consents in writing with respect to all
such Section 9.1(a) Shares, irrespective of whether the Default Warrant shall
have at any time been exercised; provided, however that, in the event that any
such Event of Default under Section 9.1(a) of the Certificate of Designation
shall have been cured (as reasonably determined by the Series A Stockholder),
the rights set forth in this sentence with respect to the Section 9.1(a) Shares
shall terminate on the first anniversary of the date on which the Series A
Stockholder shall have acquired such rights to vote all such Section 9.l(a)
Shares. Except as provided in the foregoing two sentences, the undersigned may
continue to exercise all rights to vote all Shares at all meetings of the
stockholders of the Company, and at all adjournments thereof, upon all business
as may come before any meeting or any adjournment thereof, and to exercise and
execute all consents in writing with respect to such Shares.
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The undersigned hereby represents and warrants that: (i) as of the date
hereof, the undersigned is the record holder of 1,067,000 Shares and otherwise
has the right to vote 1,067,000 Shares; (ii) 250,000 Shares have been pledged to
First Bank and Trust Company of Illinois pursuant to the terms of that certain
Security Agreement and Financing Statement, dated as of March 25, 1996, by and
between the undersigned and First Bank and Trust Company of Illinois ("Pledged
Shares"); (iii) this Irrevocable Proxy has been duly and validly executed by the
undersigned pursuant to applicable authority; (iv) the undersigned has full
capacity to execute this Irrevocable Proxy and transfer the voting rights hereby
to the Proxy; (v) this Irrevocable Proxy is a legal, valid, and binding
obligation of the undersigned, enforceable against the undersigned in accordance
with its terms; and (vi) the execution and delivery by the undersigned of this
Irrevocable Proxy, and the compliance by the undersigned with the terms hereof,
do not conflict with, or result in a breach of, or constitute a default under,
or require any permit, consent, approval, or authorization by or with any
Person, pursuant to: (A) any law, statute, rule, regulation, license, permit,
order, judgment, injunction, ruling, writ, or decree to which the undersigned is
subject; or (B) any contact, agreement, arrangement, or instrument to which the
undersigned is a party.
The undersigned does hereby authorize the Company to place on its stock
ledger and stockholder lists a legend reciting that the Shares are subject to
this Irrevocable Proxy. The undersigned shall indemnify and hold harmless the
Proxy, the Series A Stockholder, and the Company from all costs, expense
(including, without limitation, reasonable legal fees and accounting fees),
damage, and liability whatsoever arising out of the breach of any covenant,
representation, or warranty of the undersigned set forth in this Irrevocable
Proxy. All covenants, representations, and warranties of the undersigned shall
survive the execution and delivery of this Irrevocable Proxy.
This Irrevocable Proxy is issued in connection with the execution of the
Purchase Agreement by and between the Company and the Series A Stockholder,
dated as of August 28, 2001, and the Stockholders Agreement. This Irrevocable
Proxy is coupled with an interest and may not be revoked by the undersigned.
This Irrevocable Proxy is effective as of the date hereof and shall terminate
automatically and be of no further force and effect at the earlier of: (i) the
tenth anniversary of the Closing Date; and (ii) such time as the Series A
Stockholder (together with its Affiliates) owns, directly or indirectly, a
number of shares of Underlying Common Stock that is less than 50% of the number
of shares of Underlying Common Stock owned by the Series A Stockholder
immediately following the Closing.
The undersigned hereby acknowledges and agrees that he shall not be
permitted to grant to any Person any proxy or enter into any voting agreement
covering, or with respect to, any of the Shares, except for the Stockholders
Agreement.
The Series A Stockholder hereby acknowledges and agrees that, in the event
that First Bank and Trust Company of Illinois shall exercise its rights to any
or all of the Pledged Shares pursuant to Section 4 and Section 8 of the Security
Agreement, this Irrevocable Proxy shall thereafter be void with respect to the
Pledged Shares with respect to which such rights have been exercised.
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This Irrevocable Proxy shall not affect any dissenters' rights or appraisal
rights to which the undersigned may be entitled under applicable law. This
Irrevocable Proxy shall be binding upon the heirs, personal representatives,
executors, and assigns of the undersigned.
Dated: August 28, 2001 /s/ XXXXXX XXXX
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Xxxxxx Xxxx
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Acceptance by Proxy
The undersigned, being the Proxy named in the foregoing Irrevocable Proxy,
does hereby agree to exercise the powers granted to the Proxy under such
Irrevocable Proxy strictly in accordance with the express conditions set forth
in such Irrevocable Proxy.
/s/ PIN NI
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