1
[FORM OF IRREVOCABLE PROXY] EXHIBIT I
IRREVOCABLE PROXY
February 28, 2001
Inter-Him N.V.
c/o Xxxxxx Xxxxxxxx Consulting LLC
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
Ladies and Gentlemen:
Reference is made to Section 2.2 of that certain Voting Agreement by
and among the undersigned, the other Family Shareholders (as defined in the
Voting Agreement) and the Investors (as defined in the Voting Agreement), dated
of even date herewith (the "Voting Agreement"), for a statement of terms and
conditions upon which this proxy is given.
Pursuant to Section 2.2 of the Voting Agreement, the undersigned hereby
irrevocably appoints you as attorney and proxy, with full power of substitution,
to vote or express written consent in such manner at the 2001 Annual Meeting of
Shareholders (or any adjournments or postponements thereof) of Xxxxxx's Stores,
Inc., an Oklahoma corporation (the "Company"), solely with respect to the
approval of the conversion rights of the Company's Series 2001-A Preferred
Stock, $.01 par value, FOR the approval of such conversion rights (or in the
alternative, the undersigned shall authorize you to sign any and all written
consents as proxy for the undersigned approving such conversion rights if such
shareholder action is taken in writing in lieu of a meeting) with respect to all
of the shares of capital stock of the Company (the "Shares") which the
undersigned is entitled to vote at such meeting or pursuant to written action
taken in lieu of such meeting or otherwise.
This proxy is irrevocable, is coupled with an interest sufficient in
law to support an irrevocable proxy, and is granted in consideration of and as
an inducement to cause you to enter into the transactions contemplated by the
Voting Agreement and the Preferred Stock Purchase Agreement (as defined in the
Voting Agreement). This proxy shall revoke any other proxy granted by the
undersigned at any time with respect to the Shares and no subsequent proxies
will be given with respect thereto by the undersigned, except as otherwise
contemplated by the Voting Agreement. In addition, for so long as this proxy is
in effect, the undersigned shall take all actions necessary to vote the Shares
pursuant to instructions received from you.
This irrevocable proxy shall continue in full force and effect until
the conclusion of the Company's 2001 Annual Meeting of Shareholders (or any
adjournments or postponements thereof).
Very truly yours,
--------------------------------------
[Name of Family Shareholder]
