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EXHIBIT 3
CONVERSION VOTING AGREEMENT
This Conversion Voting Agreement (the "Agreement") is entered into the
persons listed on Exhibit B hereto (hereinafter collectively referred to as the
"Shareholders") and Xxxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxxxx Xxxxxx
(hereinafter collectively referred to as the "USM Shareholders") as of January
7, 1999.
RECITALS
WHEREAS, the Shareholders are all owners of certain shares of the
common stock, $.01 par value per share (the "Common Stock") of The Source
Information Management Company, a Missouri corporation (the "Corporation"); and
WHEREAS, as of the date hereof, the Corporation has effectuated a
merger of U.S. Marketing Services, Inc., a Delaware corporation ("Target"), with
and into Source - U.S. Marketing Co., a Missouri corporation and a wholly-owned
subsidiary of the Corporation ("S-US"), pursuant to an Agreement and Plan of
Merger among the Corporation, Target, S-US and the USM Shareholders dated as of
January 7, 1999 (the "Merger Agreement"); and
WHEREAS, in connection with the Merger Agreement, the Corporation
issued an aggregate of 1,926,719 shares of Common Stock and 1,473,281 shares of
Series A Convertible Preferred Stock, $.01 par value per share (the "Preferred
Stock") to the USM Shareholders; and
WHEREAS, the Merger Agreement requires the Corporation to hold a
special shareholders meeting as soon as practicable ("Meeting") to consider and
vote on the conversion of all of the issued and outstanding shares of Preferred
Stock into shares of Common Stock pursuant to the terms of the Certificate of
Designation for such Preferred Stock (the "Conversion"); and
WHEREAS, the Shareholders are desirous of voting for the Conversion
subject to the conditions set forth herein; and
WHEREAS, the Shareholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote their shares of Common Stock in the Corporation in the manner and for the
purposes specified herein.
NOW, THEREFORE, in consideration of the foregoing and of the other
shareholders entering into this Agreement and the terms and conditions set forth
herein, the receipt and sufficiency of which are acknowledged by the parties
hereto, the Shareholders agree to the following.
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1. Voting Agreement. Each of the Shareholders agrees at the next
duly called special shareholders meeting of the Corporation called to consider
the approval of the Conversion to vote any and all of his or her shares of
Common Stock, whether now owned or hereafter acquired, in favor of the
Conversion.
2. Irrevocable Proxy. In order to insure the voting of the
Shareholders in accordance with this Agreement, each Shareholder agrees to
execute an irrevocable proxy simultaneously with the execution hereof in the
form of Exhibit A attached hereto and made a part hereof granting to S. Xxxxxx
Xxxxxx and/or Xxxxxxx Xxx the right to vote, or to execute and deliver
stockholder written consents, in respect of all of the Common Stock of the
Shareholders now owned or hereafter acquired by any of the Shareholders. It is
understood and agreed that such irrevocable proxy relates solely to voting in
favor of the Conversion at the Meeting pursuant to ss.1 hereof.
3. Changes in Common Stock. In the event that subsequent to the
date of this Agreement any shares or other securities of the Corporation are
issued on, or in exchange for, any of the Common Stock of the Corporation held
by the Shareholders by reason of any stock dividend, stock split, consolidation
of shares or reclassification, such Common Stock or securities shall be deemed
to be covered by and subject to the terms of this Agreement.
4. Representations of Shareholders. Each Shareholder hereby
represents and warrants to each of the USM Shareholders that (a) he or she was
the record owner as of the date hereof and owns and has the right to vote the
number of shares of Common Stock set forth opposite his or her name on Exhibit B
attached hereto, (b) he or she has full power to enter into this Agreement and
has not, prior to the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement other than one
which has expired or terminated prior to the date hereof or which is superseded
by this Irrevocable Proxy, and (c) he or she will not take any action
inconsistent with the purpose and provisions of this Agreement.
5. Enforceability. Each Shareholder expressly agrees that this
Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties hereto.
6. Validity and Effectiveness. This Agreement shall not be deemed
valid or effective unless each of the parties set forth on the signature pages
of this Agreement shall have executed this Agreement on or before the Effective
Time (as that term is defined in the Merger Agreement).
7. Termination. This Agreement shall terminate and be void and of
no effect upon the earlier of Shareholder approval of the Conversion at the
Meeting or the conversion of the
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Preferred Stock into demand notes pursuant to the terms of the Certificate of
Designation for the Preferred Stock.
8. Indemnification. Each of the Shareholders, other than S.
Xxxxxx Xxxxxx and/or Xxxxxxx Xxx, hereby agree to jointly and severally
indemnify, defend and hold harmless S. Xxxxxx Xxxxxx and/or Xxxxxxx Xxx from any
and all claims, liabilities, obligations or expenses they incur (including legal
fees) in connection with their being designated as and their actions in
connection with carrying out their duties as proxies for the Shareholders.
9. Proxy Holders. S. Xxxxxx Xxxxxx and/or Xxxxxxx Xxx hereby
agree to act as proxies for the Shareholders subject to the terms and conditions
set forth herein.
10. General Provisions.
(a) All of the covenants and agreements contained in this
Agreement shall be binding upon, and enure to the benefit of, the respective
parties and their successors, assigns, heirs, executors, administrators and
other legal representatives, as the case may be.
(b) This Agreement and the rights of the parties hereto,
shall be governed by and construed in accordance with the laws of the State of
Missouri.
(c) This Agreement may be executed in one or more
counterparts (including by facsimile), each of which will be deemed an original
but all of which together shall constitute one and the same instrument.
(d) If any provision of this Agreement shall be declared
void or unenforceable by any court or administrative board of competent
jurisdiction, such provision shall be deemed to have been severed from the
remainder of this Agreement and this Agreement shall continue in all respects to
be valid and enforceable.
(e) No waivers of any breach of this Agreement extended by
any party hereto to any other party shall be construed as a waiver of any rights
or remedies of any other party hereto or with respect to any subsequent breach.
(f) Whenever the context of this Agreement shall so
require, the use of the singular number shall include the plural and the use of
any gender shall include all genders.
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IN WITNESS WHEREOF, the Shareholders have executed this Agreement as of
the date first above written.
/s/ S. Xxxxxx Xxxxxx /s/ Xxxxxxxx X. Xxxxxxx
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S. Xxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx
/s/ Xxxxxxx X. Xxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxx, Xx. Name: Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxx Xxxxxxx /s/ Xxxxx X. Franc III
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Name: Xxxx Xxxxxxx Name: Xxxxx X. Franc III
/s/ Xxxxxx Xxxxxx /s/ P. Xxxxxxx XxXxxx
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Name: Xxxxxx Xxxxxx Name: P. Xxxxxxx XxXxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx
/s/ Xxxxxx X. XxXxxxx Cameron Capital Ltd
------------------------------ By: /s/ X. Xxxxxxxx
Name: Xxxxxx X. XxXxxxx ------------------------------
C.F.O
Xxxxxxx X. Xxxxxx X.X. Xxxxxxxxxxx Realty, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
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General Partner President
X.X. Xxxxxxxxxxx Realty, Inc.
Profit Sharing Plan
By: /s/ Xxxxxx X. Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Kensington Partners L.P.
By: /s/ Xxxxx X. Xxxxxx
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General Partner
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