AGREEMENT dated July 16, 1995, among LEAR SEATING CORPORATION, a Delaware corporation
("Buyer"), AIHI ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of
Buyer ("Merger Subsidiary"), and the other parties signatory hereto (each a "Stockholder", and collectively, the
W I T N E S S E T H:
WHEREAS, concurrently herewith, Buyer, Merger Subsidiary and Automotive Industries Holding, Inc., a
Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger (as such agreement
may hereafter be amended from time to time, the "Merger Agreement"; capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement), pursuant to which Merger
Subsidiary will be merged with and into the Company (the "Merger"); and
WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Buyer has required that
the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having ownership of
record or "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.
(b) "Company Common Stock" shall mean at any time the Class A Common Stock, $.01 par value, of the
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(d) "Person" shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated
organization or other entity.
2. Tender of Shares.