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EXHIBIT 7.3
IRREVOCABLE PROXY
This IRREVOCABLE PROXY (the "Irrevocable Proxy") is granted as of
________, 1999 by ____________, a _________ resident, to Xxxxx X. Xxxxxxxx or
his assignee, a Texas resident, pursuant to an Agreement and Plan of Merger
dated as of June 1, 999 (the "Agreement"), among Cafe Odyssey, Inc., a Minnesota
corporation (the "Company"), xxxxxxx.xxx, inc., a Delaware corporation, and Cafe
Odyssey Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company.
WHEREAS, the granting of this Irrevocable Proxy by ____________ is a
condition to the consummation of the merger transaction contemplated by the
Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. APPOINTMENT OF PROXY. Pursuant to and in accordance with the
Agreement, irrevocably appoints Xxxxx X. Xxxxxxxx or his assignee, with full
power of substitution, his proxy to vote at any meeting or meetings of
shareholders of the Company and any adjournments thereof, any written action or
consent in lieu of such meetings, and with all powers would possess if
personally present for approval of the actions.
2. IRREVOCABILITY. This Irrevocable Proxy is coupled with an interest
and shall be irrevocable in accordance with the provisions of Section 302A.449
Subd. 3 of the Minnesota Business Corporation Act and applies while is the
record or beneficial holder of the Shares.
3. TERMINATION. This Irrevocable Proxy will terminate five (5) years
from the date hereof.
4. STOCK LEGEND. The parties agree to have a legend placed on the
reverse side of the certificate(s) representing such Shares providing notice of
this proxy.
5. LAW TO GOVERN. This Irrevocable Proxy shall be governed by and
construed and enforced in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the undersigned have duly executed this Irrevocable
Proxy as of the date first written above.
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