EXHIBIT 10.58
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IRREVOCABLE PROXY AGREEMENT
This Irrevocable Proxy Agreement is made as of December 2, 1999, by and
between Xxx X. Xxxxxx ("Xxxxxx"), Homegrown Holdings Corp. ("Holdings") and
_____________________ ("Agent").
1. DELIVERY OF IRREVOCABLE PROXY. Pursuant to the terms of the Stock
Collar Agreement dated the date hereof, between Xxxxxx and Holdings (the "Stock
Collar Agreement"), Xxxxxx hereby appoints Agent, a representative of Holdings,
the true and lawful substitute, attorney and proxy, with full power of
substitution, of Xxxxxx with respect to the 852,903 shares of the common stock
("the Shares") of Annie's Homegrown, Inc., a Delaware corporation
("Corporation") which are subject to the Stock Collar Agreement and are not
being transferred to Holdings as of the date hereof, for, and in the name, place
and stead of Xxxxxx, to vote, grant or consent according to the number of votes
which Xxxxxx would then be entitled to cast with respect to the Shares, and with
all the powers which Xxxxxx would be entitled to exercise with respect to the
Shares, if personally present, at any meeting of the shareholders of the Company
or any action taken or consent granted by shareholders of the Company, between
the date hereof and the termination of the proxy granted herein, as described
below, and does hereby revoke all proxies heretofore given by Xxxxxx as a
shareholder in said Company with respect to the Shares.
2. IRREVOCABLE PROXY. The proxy granted hereby shall continue for ten
years from the date hereof, in full force and effect until December 1, 2009, and
shall be irrevocable unless terminated in accordance with Section 3 hereof. The
agreement may be extended for successive ten-year periods. Throughout such
periods the Agent shall have the exclusive right to vote upon such shares or to
give written consents in lieu of voting thereon, subject to any limitation on
the right to vote contained in the Certificate of Incorporation or other
certificate filed pursuant to law, in person or proxy and at all meetings of the
Corporation's shareholders, and in all proceedings wherein the vote or written
consent of shareholders may be required or authorized by law.
3. TERMINATION OF PROXY BY XXXXXX. The proxy granted herein shall
terminate five (5) days after Xxxxxx gives notice to the Agent and to Holdings
of any of the following events: (a) Holdings fails to exercise any installment
of the "Call Option," as defined in Section 1.1 of the Stock Collar Agreement,
within fifteen (15) days of having the right to do so, and such failure
continues for five (5) days after notice from Xxxxxx that the Call Option has
not been exercised, or (b) in the event of any other default by Holdings under
the Stock Collar Agreement or the Pledge and Escrow Agreement, dated this date,
between Holdings, Xxxxxx and Xxxxxx X. Xxxxxx (the "Pledge Agreement"), which
Holdings fails to cure in the applicable notice periods contained therein.
4. OTHER TERMINATION OF PROXY. The proxy shall also terminate with
respect to any and all Shares which are transferred to Holdings pursuant to the
Stock Collar Agreement.
5. LIABILITY. The Agent shall use its best judgment in voting the stock
held by it, but shall not be liable for the consequence of any vote cast, or
consent given by it, in good faith, and in the absence of gross negligence.
6. CHOICE OF LAW. This Agreement and the proxy given hereby shall be
governed by and construed in accordance with Delaware law. The parties hereby
irrevocably submit to the jurisdiction of the courts of the State of Delaware
for the purpose of any legal action or proceeding in any such court with respect
to, or arising out of, this Agreement or any other agreement, contract or
instrument executed and delivered in connection therewith
7. ATTORNEYS' FEES. In the event any party incurs costs in enforcing
this Agreement, the prevailing party in any subsequent litigation shall be
entitled to full reimbursement of their expenses of enforcement including
attorneys' fees. This right shall survive and not merge into any judgment
obtained by a party hereto whereof the parties have signed this Agreement on the
date set forth above.
8. ENTIRE AGREEMENT. This Agreement, along with the Stock Collar
Agreement and the Pledge Agreement, constitute the full and entire understanding
and agreement between the parties with respect to the subject matter of this
Agreement and such other documents, and supercedes all previous agreement and
understandings, written or oral, concerning the subject matter of this
Agreement.
WHEREFOR the parties enter into this Agreement on the date set forth
above.
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HOMEGROWN HOLDINGS CORP.
By: /s/ Xxxx Xxxxxxx
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Title: President
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XXX X. XXXXXX
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, individually
AGENT
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