IRREVOCABLE PROXY
IRREVOCABLE PROXY, dated as of June 1, 1998, by and between
Acxiom Corporation, a Delaware corporation (the "Parent"), and each of the
entities listed on the signature page hereto. (the "Stockholders").
WHEREAS, the Parent, ACX Acquisition Co., Inc. a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub"), and May &
▇▇▇▇, Inc., a Delaware corporation (the "Company"), have entered into an
Agreement and Plan of Merger, dated as of May 26, 1998 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger")
of Sub with and into the Company, as a result of which each of the
outstanding shares of Common Stock, par value $.01 per share, of the
Company (the "Company Common Stock") will be converted into the right to
receive .80 of a share of the Common Stock, par value $.10 per share, of
Parent (the "Parent Common Stock"), and the Company will become a wholly
owned subsidiary of Parent; and
WHEREAS, the Stockholders are the owners of record of an
aggregate of 263,004 shares (the "Shares") of the Company Common Stock and
each Stockholder individually is the owner of record of the number of
Shares set forth next to such Stockholder's name on the signature page
hereto; and
WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, Parent has requested that each Stockholder agree, and
each Stockholder has agreed, to grant Parent an irrevocable proxy (the
"Proxy") with respect to the Shares owned of record by such Stockholder,
upon the terms and subject to the conditions hereof;
NOW, THEREFORE, to induce Parent to enter into the Merger
Agreement and in consideration of the aforesaid and the mutual
representations, warranties, covenants and agreements set forth herein and
in the Merger Agreement, the parties hereto agree as follows:
1. Each Stockholder hereby constitutes and appoints Parent, during
the term of this Agreement as such Stockholder's true and lawful proxy and
attorney-in-fact, with full power of substitution, to vote all of the
Shares (and any and all securities issued or issuable in respect thereof)
which such Stockholder is entitled to vote, for and in the name, place and
stead of such Stockholder, at any annual, special or other meeting of the
stockholders of the Company, and at any adjournment or adjournments
thereof, or pursuant to any consent in lieu of a meeting or otherwise, in
favor of any proposal to approve and adopt the Merger Agreement and any
transactions contemplated thereby. All power and authority hereby conferred
is coupled with an interest and is irrevocable. In the event that Parent is
unable to exercise such power and authority for any reason, each
Stockholder agrees that it will vote all the Shares owned of record by such
Stockholder in favor of approval and adoption of the Merger Agreement and
the transactions contemplated thereby, at any such meeting or adjournment
thereof, or provide its written consent thereto.
2. Each Stockholder hereby covenants and agrees that such
Stockholder will not, and will not agree to, directly or indirectly, sell,
transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise
dispose of any of the Shares owned of record by such Stockholder or grant
any proxy or interest in or with respect to such Shares or deposit such
Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Shares. Each Stockholder further covenants and agrees
that such Stockholder will not initiate or solicit, directly or indirectly,
any inquiries or the making of any proposal with respect to engage in
negotiations concerning, provide any confidential information or data to,
or have any discussions with, any person relating to, any acquisition,
business combination or purchase of all or any significant portion of the
assets of, or any equity interest in (other than the Shares owned of record
by such Stockholder), the Company or any subsidiary thereof.
3. Each Stockholder represents and warrants to Parent, that the
number of Shares set forth next to such Stockholder's name on the signature
pages hereto are all of the shares of Company Common Stock owned
beneficially and of record by such Stockholder on the date hereof; such
Stockholder owns such Shares free and clear of all liens, charges, claims,
encumbrances and security interests of any nature whatsoever; and except as
provided herein, such Stockholder has not granted any proxy with respect to
such Shares, deposited such Shares into a voting trust or entered into any
voting agreement or other arrangement with respect to such Shares.
4. Any shares of Company Common Stock issued to any Stockholder upon
the exercise of any stock options that are currently exercisable or become
exercisable during the term of this Agreement shall be deemed Shares for
purposes of this Agreement.
5. This Proxy shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the provisions
thereof relating to conflicts of law.
6. This Proxy shall be binding upon, inure to the benefit of,
and be enforceable by the successors and permitted assigns of the parties
hereto. This Proxy and the rights hereunder may not be assigned or
transferred by Parent, except that Parent may assign its rights hereunder
to any direct or indirect subsidiary.
7. This Proxy shall terminate at the earlier of (i) the
effectiveness of the Merger, or (ii) the termination of the Merger
Agreement in accordance with its terms, or (iii) upon notice of termination
given by Parent to each Stockholder.
8. This Proxy is granted in consideration of the execution and
delivery of the Merger Agreement by Parent. Each Stockholder agrees that
such Proxy is coupled with an interest sufficient in law to support an
irrevocable power and shall not be terminated by any act of such
Stockholder, by lack of appropriate power or authority or by the occurrence
of any other event or events.
9. The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other
and that a failure of performance will not be compensable by money damages.
The parties therefore agree that this Proxy shall be specifically
enforceable and that specific enforcement and injunctive relief shall be
available to Parent and each Stockholder for any breach of any agreement,
covenant or representation hereunder. This Proxy shall revoke all prior
proxies given by any Stockholder at any time with respect to the Shares.
10. Each Stockholder will, upon request, execute and deliver
any additional documents and take such actions as may reasonably be deemed
by Parent to be necessary or desirable to complete the Proxy granted herein
or to carry out the provisions hereof.
11. If any term, provision, covenant, or restriction of this
Proxy is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Proxy shall remain in full force and effect and shall
not in any way be affected, impaired or invalidated.
12. This Proxy may be executed in counterparts, each of which
shall be deemed to be an original but which together shall constitute one
and the same document.
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Proxy to be duly executed on the date first above written.
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. AS TRUSTEE OF
THE TRUSTS LISTED ON EXHIBIT A
HERETO
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. as Trustee
ACXIOM CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
EXHIBIT A
----------------------------------------------------------------------------
NAME NUMBER OF
SHARES
----------------------------------------------------------------------------
The ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Foundation 163,329
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1995 Trust dated September 28, 1995 29,099
▇▇▇▇▇▇▇ ▇▇▇▇ 1995 Trust dated September 28, 1995 40,976
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1995 Trust dated September 28, 1995 29,600
