IRREVOCABLE PROXY AND AGREEMENT [DATE]
Exhibit 99.2
[DATE]
All
capitalized terms used but not defined herein shall have the respective meanings
ascribed to them in the Rights Agreement dated March 13, 2000 between CPI Corp,
a Delaware corporation (the "Company") and Computershare Trust Company, N.A., as
successor rights agent to Xxxxxx Trust and Savings Bank (as amended, the "Rights
Agreement"), as amended on September 5, 2007 and December 21, 2007.
The
undersigned stockholder of the Company, solely in its capacity as a stockholder
of the Company, hereby irrevocably constitutes and appoints the Secretary of the
Company the true and lawful proxy and attorney-in-fact of the undersigned
stockholder with full power of substitution and re-substitution to vote at any
and all meetings of the stockholders of the Company, whether annual or special,
and at any adjournment or adjournments or postponements of any such meetings,
and in any action by written consent of stockholders of the Company, the
undersigned stockholder’s Pro Rata Shares (the “Shares”); except as specifically
set forth below, this proxy shall in no event impact the ability of the
undersigned stockholder to vote Common Shares of the Company or other capital
stock of the Company which are not part of the undersigned stockholder’s Pro
Rata Shares. The Shares shall be voted by the Secretary of the
Company in the same proportion as the votes of all stockholders of the Company,
including the Knightspoint Group.
The proxy
and power of attorney granted herein (i) shall be irrevocable, (ii) are granted
in consideration of (a) the Company entering into an amendment to the Rights
Agreement, (b) the resulting ability of the undersigned stockholder to become a
member of the Knightspoint Group and (c) other good and valuable consideration,
the adequacy of which is hereby acknowledged, and (iii) shall be deemed to be
coupled with an interest sufficient in law to support an irrevocable
proxy. This proxy shall revoke all prior proxies granted by the
undersigned stockholder with respect to the capital stock of the
Company. The undersigned stockholder shall not grant any proxy to any
person that conflicts with the proxy granted herein, and any attempt to do so
shall be void. The power of attorney granted herein is a durable
power of attorney and shall survive the death, disability or incompetence of the
undersigned stockholder.
In
addition, the undersigned hereby agree that (a) during any period in which the
Knightspoint Group fails to comply with clauses (ii), (iii), (iv) or (v) set
forth in the definition of Exempt Person in the amendment to the Rights
Agreement dated December 21, 2007, then the undersigned stockholder shall not be
entitled to vote any shares of Common Shares Beneficially Owned by the
undersigned stockholder in opposition to the recommendations of the Board of
Directors of the Company, (b) the undersigned stockholder shall never acquire
Common Shares if, as a result, the number of Common Shares directly or
indirectly Beneficially Owned by all members of the Knightspoint Group in the
aggregate would be equal to 40% or more of the Common Shares outstanding, (c)
after ceasing to be a member of the Core Knightspoint Group (if the undersigned
ever was or becomes a member of the Core Knightspoint Group), the undersigned
shall not acquire shares of Common Stock if, as a result, the undersigned would
become, directly or indirectly, the Beneficial Owner of more than the greater of
(x) the percentage of the Common Shares outstanding that the undersigned
Beneficially Owned immediately after it ceased to be a member of the Core
Knightspoint Group and (y) 20% of the Common Shares outstanding, and (d) this
paragraph may not be amended, in each case without the prior written approval of
the Company.
[Signature
page follows.]
IN
WITNESS WHEREOF, the undersigned stockholder has caused this Irrevocable Proxy
to be executed and granted as of the date first written above.
ACCEPTED AND AGREED: | ||
CPI
CORP.
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By:
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Name:
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Title:
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[STOCKHOLDER]
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