Exhibit
99.1
IRREVOCABLE
PROXY
All capitalized
terms used but not defined in this Irrevocable Proxy shall have the
meanings set forth in that certain Securities Purchase Agreement,
of even date herewith (the “ Purchase
Agreement ”), by and among MISCOR Group, Ltd. (the
“ Company ”), Tontine Capital Partners,
L.P. (“ Tontine ”), and Tontine Capital
Overseas Master Fund, L.P. (“ TCOMF ”
and together with Tontine, “ Purchasers
”).
FOR VALUE
RECEIVED, John A. Martell, the President and Chief Executive
Officer of the Company (“ Martell ”),
does hereby irrevocably appoint Tontine and TCOMF and each of them
(and any manager or officer of Tontine or TCOMF and any other
Person appointed by Tontine or TCOMF), as the attorney-in-fact,
agent, and proxy of Martell (collectively, the “ Proxy
Holders ”), with full power of substitution, with
full authority to act and vote in person or by revocable proxy,
written consent, or otherwise, as fully and effectively as Martell
could do so in person (or by proxy, written consent, or otherwise),
with respect to any and all shares of Common Stock in the Company
that Martell now or hereafter owns legally, beneficially, or of
record, or over which Martell has voting control (the “
Subject Common Stock ”), in such manner as
the Proxy Holders shall, in their sole discretion, deem proper, and
as may be allowable under applicable law, with respect to the
following matters: (i) the election to the Company’s Board of
Directors of one or two individuals nominated by the Purchasers for
such appointment pursuant to and in accordance with the
Purchaser’s rights under Section 5.6 of the Purchase
Agreement to appoint members to the Company’s Board of
Directors, and (ii) solely for the purpose of enforcing the
Purchaser’s rights under Section 5.9 of the Purchase
Agreement, any matter coming before the stockholders of the Company
that would have the effect of ensuring that future acquisitions by
the Purchase
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