STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of May 26, 1998 (the "Agreement"),
between MAY & XXXX, INC., a Delaware corporation ("Issuer"), and Acxiom
Corporation, a Delaware corporation ("Grantee").
RECITALS
A. Issuer and Grantee have entered into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"; defined terms
used but not defined herein have the meanings set forth in the Merger
Agreement), providing for, among other things, the merger of Sub with and
into Issuer pursuant to the terms of the Merger; and
B. As a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, Grantee has requested that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein,
Issuer and
Grantee agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the
"Option") to purchase up to 19.9% of the number of shares (the "Option
Shares") of common stock, par value $0.01 per share ("Issuer Common
Stock"), of Issuer issued and outstanding immediately prior to the grant of
the Option at a purchase price of $14.96 (as adjusted as set forth herein)
per Option Share (the "Purchase Price").
2. Exercise of Option. (a) Grantee may exercise the Option, with
respect to any or all of the Option Shares at any one time, subject to the
provisions of Section 2(c), upon the occurrence of a Purchase Event (as
defined in Section 7(c)), except that (i) subject to the last sentence of
this Section 2(a), the Option will terminate and be of no further force and
effect upon the earliest to occur of (A) the Effective Time, (B) six
months after the date on which a Purchase Event (as defined herein) occurs,
and (C) termination of the Merger Agreement in accordance with its terms
prior to the occurrence of a Purchase Event, unless, in the case of clause
(C), the Grantee has the right to receive the Company Termination Fee
following such termination upon the occurrence of certain events, in which
case the Option will not terminate until the later of (x) six months
following the time such Company Termination Fee becomes payable and (y) the
expiration of the period in which the Grantee has such right to receive the
Company Termination Fee, and (ii) any purchase of Option Shares upon
exercise of the Option will be subject to compliance with the HSR Act and
the obtaining or making of any consents, approvals, orders, notifications
or authorizations, the failure of which to have obtained or made would have
the effect of making the issuance of Option Shares illegal (the "Regulatory
Approvals") and no preliminary or permanent injunction or other order by
any court of competent jurisdiction prohibiting or otherwise restraining
such issuance shall be in effect. Notwithstanding the termination of the
Option, Grantee will be entitled to purchase the Option Shares if it has
exercised the Option in accordance with the terms hereof prior to the
termination of the Option, and the termination of the Option will not
affect any rights hereunder which by their terms do not terminate or expire
prior to or as of such termination.
(b) In the event that Grantee wishes to exercise the Option, it will
send to Issuer a written notice (an "Exercise Notice"; the date of which
being herein referred to as the "Notice Date") to that effect which
Exercise Notice also specifies the number of Option Shares, if any, Grantee
wishes to purchase pursuant to this Section 2(b), the number of Option
Shares, if any, with respect to which Grantee wishes to exercise its
Cash-Out Right (as defined herein) pursuant to Section 7(c), the
denominations of the certificate or certificates evidencing the Option
Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a
date not earlier than 20 business days nor later than 30 business days from
the Notice Date for the closing (an "Option Closing") of such purchase (an
"Option Closing Date"). Any Option Closing will be at an agreed location
and time in New York, New York on the applicable Option Closing Date or at
such later date as may be necessary so as to comply with clause (ii) of
Section 2(a).
(c) Notwithstanding anything to the contrary contained herein, any
exercise of the Option and purchase of Option Shares shall be subject to
compliance with applicable laws and regulations, which may prohibit the
purchase of all the Option Shares specified in the Exercise Notice without
first obtaining or making certain Regulatory Approvals. In such event, if
the Option is otherwise exercisable and Grantee wishes to exercise the
Option, the Option may be exercised in accordance with Section 2(b) and
Grantee shall acquire the maximum number of Option Shares specified in the
Exercise Notice that Grantee is then permitted to acquire under the
applicable laws and regulations, and if Grantee thereafter obtains the
Regulatory Approvals to acquire the remaining balance of the Option Shares
specified in the Exercise Notice, then Grantee shall be entitled to acquire
such remaining balance. Issuer agrees to use its reasonable best efforts to
assist Grantee in seeking the Regulatory Approvals.
In the event (i) Grantee receives official notice that a Regulatory
Approval required for the purchase of any Option Shares will not be issued
or granted or (ii) such Regulatory Approval has not been issued or granted
within six months of the date of the Exercise Notice, Grantee shall have
the right to exercise its Cash-Out Right (as defined herein) pursuant to
Section 7(c) with respect to the Option Shares for which such Regulatory
Approval will not be issued or granted or has not been issued or granted.
3. Payment and Delivery of Certificates. (a) At any Option Closing,
Grantee will pay to Issuer in same day funds by wire transfer to a bank
account designated in writing by Issuer an amount equal to the Purchase
Price multiplied by the number of Option Shares to be purchased at such
Option Closing.
(b) At any Option Closing, simultaneously with the delivery of same
day funds as provided in Section 3(a), Issuer will deliver to Grantee a
certificate or certificates representing the Option Shares to be purchased
at such Option Closing, which Option Shares will be free and clear of all
liens, claims, charges and encumbrances of any kind whatsoever. If at the
time of issuance of Option Shares pursuant to an exercise of the Option
hereunder, Issuer shall not have issued any securities similar to rights
under a shareholder rights plan, then each Option Share issued pursuant to
such exercise will also represent such a corresponding right with terms
substantially the same as and at least as favorable to Grantee as are
provided under any Issuer shareholder rights agreement or any similar
agreement then in effect.
(c) Certificates for the Option Shares delivered at an Option Closing
will have typed or printed thereon a restrictive legend which will read
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF
ANY EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES
ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH
IN THE STOCK OPTION AGREEMENT, DATED AS OF MAY 26, 1998, A COPY OF
WHICH MAY BE OBTAINED FROM THE SECRETARY OF MAY & XXXX, INC. AT ITS
PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that (i) the reference to restrictions arising
under the Securities Act in the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have
been sold in compliance with the registration and prospectus delivery
requirements of the Securities Act, such Option Shares have been sold in
reliance on and in accordance with Rule 144 under the Securities Act or
Grantee has delivered to Issuer a copy of a letter from the staff of the
SEC, or an opinion of counsel in form and substance reasonably satisfactory
to Issuer and its counsel, to the effect that such legend is not required
for purposes of the Securities Act and (ii) the reference to restrictions
pursuant to this Agreement in the above legend will be removed by delivery
of substitute certificate(s) without such reference if the Option Shares
evidenced by certificate(s) containing such reference have been sold or
transferred in compliance with the provisions of this Agreement under
circumstances that do not require the retention of such reference.
4. Incorporation of Representations and Warranties of Issuer. The
representations and warranties of Issuer contained in Article V of the
Merger Agreement are hereby incorporated by reference herein with the same
force and effect as though made pursuant to this Agreement.
5. Representations and Warranties of Issuer. Issuer hereby represents
and warrants to Grantee as follows:
(a) Corporate Authorization. Issuer has the corporate power and
authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of Issuer,
and no other corporate proceedings on the part of Issuer are
necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by Issuer, and assuming this Agreement
constitutes a valid and binding agreement of Grantee, this Agreement
constitutes a valid and binding agreement of Issuer, enforceable
against Issuer in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of
equitable remedies).
(b) Authorized Stock. Issuer has taken all necessary corporate
and other action to authorize and reserve and, subject to the
expiration or termination of any required waiting period under the
HSR Act, to permit it to issue, and, at all times from the date
hereof until the obligation to deliver Option Shares upon the
exercise of the Option terminates, shall have reserved for issuance,
upon exercise of the Option, shares of Issuer Common Stock necessary
for Grantee to exercise the Option, and Issuer will take all
necessary corporate action to authorize and reserve for issuance all
additional shares of Issuer Common Stock or other securities which
may be issued pursuant to Section 7 upon exercise of the Option. The
shares of Issuer Common Stock to be issued upon due exercise of the
Option, including all additional shares of Issuer Common Stock or
other securities which may be issuable upon exercise of the Option or
any other securities which may be issued pursuant to Section 7, upon
issuance pursuant hereto, will be duly and validly issued, fully paid
and nonassessable, and will be delivered free and clear of all liens,
claims, charges and encumbrances of any kind or nature whatsoever,
including without limitation any preemptive rights of any stockholder
of Issuer.
6. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
(a) Corporate Authorization. Grantee has the corporate power and
authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of
Grantee, and no other corporate proceedings on the part of Grantee
are necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by Grantee, and assuming this Agreement
constitutes a valid and binding agreement of Issuer, this Agreement
constitutes a valid and binding agreement of Grantee, enforceable
against Grantee in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of
equitable remedies).
(b) Purchase Not For Distribution. Any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not
be, and the Option is not being, acquired by Grantee with a view to
the public distribution thereof. Neither the Option nor any of the
Option Shares will be offered, sold, pledged or otherwise transferred
except in compliance with, or pursuant to an exemption from, the
registration requirements of the Securities Act.
7. Adjustment upon Changes in Capitalization, Etc. (a) In the event
of any changes in Issuer Common Stock by reason of a stock dividend,
reverse stock split, merger, recapitalization, combination, exchange of
shares, or similar transaction, the type and number of shares or securities
subject to the Option, and the Purchase Price therefor, will be adjusted
appropriately, and proper provision will be made in the agreements
governing such transaction, so that Grantee will receive upon exercise of
the Option the number and class of shares or other securities or property
that Grantee would have received with respect to Issuer Common Stock if the
Option had been exercised immediately prior to such event or the record
date therefor, as applicable.
(b) Without limiting the parties' relative rights and obligations
under the Merger Agreement, in the event that the Issuer enters into an
agreement (i) to consolidate with or merge into any person, other than
Grantee or one of its subsidiaries, and Issuer will not be the continuing
or surviving corporation in such consolidation or merger, (ii) to permit
any person, other than Grantee or one of its subsidiaries, to merge into
Issuer and Issuer will be the continuing or surviving corporation, but in
connection with such merger, the shares of Issuer Common Stock outstanding
immediately prior to the consummation of such merger will be changed into
or exchanged for stock or other securities of Issuer or any other person or
cash or any other property, or the shares of Issuer Common Stock
outstanding immediately prior to the consummation of such merger will,
after such merger represent less than 50% of the outstanding voting
securities of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any person, other than Grantee or
one of its subsidiaries, then, and in each such case, the agreement
governing such transaction will make proper provision so that the Option
will, upon the consummation of any such transaction and upon the terms and
condition set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class
of shares or other securities or property that Grantee would have received
in respect of Issuer Common Stock if the Option had been exercised
immediately prior to such consolidation, merger, sale, or transfer, or the
record date therefor, as applicable and make any other necessary
adjustments.
(c) If, at any time during the period commencing on the occurrence of
an event as a result of which Grantee is entitled to receive the Company
Termination Fee pursuant to Section 7.12 of the Merger Agreement (the
"Purchase Event") and ending on the termination of the Option in accordance
with Section 2, Grantee sends to Issuer an Exercise Notice indicating
Grantee's election to exercise its right (the "Cash-Out- Right") pursuant
to this Section 7(c), then Issuer shall pay to Grantee, on the Option
Closing Date, in exchange for the cancellation of the Option with respect
to such number of Option Shares as Grantee specifies in the Exercise
Notice, an amount in cash equal to such number of Option Shares multiplied
by the difference between (i) the average closing price for the 10 trading
days commencing on the 12th Nasdaq trading day immediately preceding the
Notice Date, per share of Issuer Common Stock as reported on the Nasdaq
National Market (or, if not listed on the Nasdaq, as reported on any other
national securities exchange or national securities quotation system on
which the Issuer Common Stock is listed or quoted, as reported in The Wall
Street Journal (Northeast edition), or, if not reported thereby, any other
authoritative source) (the "Closing Price") and (ii) the Purchase Price,
except that in no event shall the Issuer be required to pay to the Grantee
pursuant to this Section 7(c) an amount exceeding the product of (x) $2.00
and (y) such number of Option Shares. Notwithstanding the termination of
the Option, Grantee will be entitled to exercise its rights under this
Section 7(c) if it has exercised such rights in accordance with the terms
hereof prior to the termination of the Option.
8. Repurchase Option. In the event that Grantee notifies Issuer of
its intention to exercise the Option pursuant to Section 2(a), Issuer may
require Grantee upon the delivery to Grantee of written notice during the
period beginning on the Notice Date and ending two days prior to the Option
Closing Date, to sell to Issuer the Option Shares acquired by Grantee
pursuant to such exercise of the Option at a purchase price per share for
such sale equal to the Purchase Price plus $2.00. The Closing of any
repurchase of Option Shares pursuant to this Section 8 shall take place
immediately following consummation of the sale of the Option Shares to
Grantee on the Option Closing Date at the location and time agreed upon
with respect to such Option Closing Date.
9. Registration Rights.
(a) Grantee may by written notice (a "Registration Notice") to
Issuer request Issuer to register under the Securities Act all or any part
of the Option Shares or other securities acquired by Grantee pursuant to
this Agreement (collectively, the "Registrable Securities") in order to
permit the sale or other disposition of such securities pursuant to a bona
fide, firm commitment underwritten public offering in which Grantee and the
underwriters shall effect as wide a distribution of such Registrable
Securities as is reasonably practicable and shall use reasonable efforts to
prevent any person or group from purchasing through such offering shares
representing more than 3% of the shares of Issuer Common Stock then
outstanding on a fully-diluted basis; provided, however, that any such
Registration Notice must relate to a number of shares equal to at least 2%
of the shares of Issuer Common Stock then outstanding on a fully-diluted
basis and that any rights to require registration hereunder shall terminate
with respect to any shares that may be sold pursuant to Rule 144(k) under
the Securities Act.
(b) Issuer shall use reasonable best efforts to effect, as
promptly as practicable, the registration under the Securities Act of the
Registrable Securities requested to be registered in the Registration
Notice; provided, however, that (i) Grantee shall not be entitled to more
than an aggregate of two effective registration statements hereunder and
(ii) Issuer will not be required to file any such registration statement
during any period of time (not to exceed 40 days after a Registration
Notice in the case of clause (A) below or 90 days after a Registration
Notice in the case of clauses (B) and (C) below) when (A) Issuer is in
possession of material non-public information which it reasonably believes
would be detrimental to be disclosed at such time and, based upon the
advice of outside securities counsel to Issuer, such information would have
to be disclosed if a registration statement were filed at that time; (B)
Issuer would be required under the Securities Act to include audited
financial statements for any period in such registration statement and such
financial statements are not yet available for inclusion in such
registration statement; or (C) Issuer determines, in its reasonable
judgment, that such registration would interfere with any financing,
acquisition or other material transaction involving Issuer. If the
consummation of the sale of any Registrable Securities pursuant to a
registration hereunder does not occur within 180 days after the filing with
the SEC of the initial registration statement therefor, the provisions of
this Section shall again be applicable to any proposed registration, it
being understood that Grantee shall not be entitled to more than an
aggregate of two effective registration statements hereunder. Issuer will
use reasonable efforts to cause each such registration statement to become
effective, to obtain all consents or waivers of other parties which are
required therefor, and to keep such registration statement effective for
such period not in excess of 180 calendar days from the day such
registration statement first becomes effective as may be reasonably
necessary to effect such sale or other disposition. Issuer shall use
reasonable best efforts to cause any Registrable Securities registered
pursuant to this Section to be qualified for sale under the securities or
blue sky laws of such jurisdictions as Grantee may reasonably request and
shall continue such registration or qualification in effect in such
jurisdictions; provided, however, that Issuer shall not be required to
qualify to do business in, or consent to general service of process in, any
jurisdiction.
(c) If Issuer effects a registration under the Securities Act of
Issuer Common Stock for its own account or for any other stockholders of
Issuer (other than on Form S-4 or Form S-8, or any successor form), it will
allow Grantee the right to participate in such registration, and such
participation will not affect the obligation of Issuer to effect demand
registration statements for Grantee under this Section 9, except that, if
the managing underwriters of such offering advise Issuer in writing that in
their opinion the number of shares of Issuer Common Stock requested to be
included in such registration exceeds the number which can be sold in such
offering, Issuer will include the shares requested to be included therein
by Grantee pro rata with the shares intended to be included therein by
Issuer.
(d) The registration rights set forth in this Section are subject
to the condition that Grantee shall provide Issuer with such information
with respect to Grantee Registrable Securities, the plan for distribution
thereof, and such other information with respect to Grantee as, in the
reasonable judgment of counsel for Issuer, is necessary to enable Issuer to
include in a registration statement all material facts required to be
disclosed with respect to a registration hereunder.
(e) A registration effected under this Section shall be effected
at Issuer's expense, except for underwriting discounts and commissions and
the fees and expenses of Grantee's counsel, and Issuer shall provide to the
underwriters such documentation (including certificates, opinions of
counsel and "comfort" letters from auditors) as are customary in connection
with underwritten public offerings and as such underwriters may reasonably
require. In connection with any registration, Grantee and Issuer agree to
enter into an underwriting agreement reasonably acceptable to each such
party, in form and substance customary for transactions of this type.
10. Transfers. The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) pursuant to Section 8
hereof, (ii) in an underwritten public offering as provided in Section 9 or
(iii) to any purchaser or transferee who would not, to the knowledge of the
Grantee after reasonable inquiry, immediately following such sale,
assignment, transfer or disposal beneficially own more than 4.9% of the
then-outstanding voting power of the Issuer, except that Grantee shall be
permitted to sell any Option Shares if such sale is made pursuant to a
tender or exchange offer that has been approved or recommended by a
majority of the members of the Board of Directors of Issuer (which majority
shall include a majority of directors who were directors as of the date
hereof).
11. Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then listed on the Nasdaq (or any
other national securities exchange or national securities quotation
system), Issuer, upon the request of Grantee, will promptly file an
application to list the shares of Issuer Common Stock or other securities
to be acquired upon exercise of the Option on the Nasdaq (and any such
other national securities exchange or national securities quotation system)
and will use reasonable efforts to obtain approval of such listing as
promptly as practicable.
12. Miscellaneous. (a) Expenses. Except as otherwise provided in the
Merger Agreement, each of the parties hereto will pay all costs and
expenses incurred by it or on its behalf in connection with the
transactions contemplated hereunder, including fees and expenses of its own
financial consultants, investment bankers, accountants and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) Extension; Waiver. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for performance,
will be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise will not constitute a
waiver of such rights.
(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
the Merger Agreement (including the documents and instruments attached
thereto as exhibits or schedules or delivered in connection therewith) and
the Confidentiality Agreement (i) constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement,
and (ii) are not intended to confer upon any person other than the parties
any rights or remedies.
(e) Governing Law. This Agreement will be governed by, and construed
in accordance with, the laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of conflict of
laws thereof.
(f) Notices. All notices, requests, claims, demands, and other
communications under this Agreement must be in writing and will be deemed
given if delivered personally, telecopied (which is confirmed), or sent by
overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):
If to Issuer to:
May & Xxxx, Inc.
0000 Xxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxx
If to Grantee to:
Acxiom Corporation
X.X. Xxx 0000
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: President
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
(g) Assignment. Neither this Agreement, the Option nor any of the
rights, interests, or obligations under this Agreement may be assigned,
transferred or delegated, in whole or in part, by operation of law or
otherwise, by Issuer or Grantee without the prior written consent of the
other. Any assignment, transfer or delegation in violation of the preceding
sentence will be void. Subject to the first and second sentences of this
Section 12(g), this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.
(h) Further Assurances. In the event of any exercise of the Option by
Grantee, Issuer and Grantee will execute and deliver all other documents
and instruments and take all other action that may be reasonably necessary
in order to consummate the transactions provided for by such exercise.
(i) Enforcement. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any Federal
court located in the State of Delaware or in Delaware state court, the
foregoing being in addition to any other remedy to which they are entitled
at law or in equity. In addition, each of the parties hereto (i) consents
to submit itself to the personal jurisdiction of any Federal court located
in the State of Delaware or any Delaware state court in the event any
dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, and (iii) agrees that it will not bring any
action relating to this Agreement or any of the transactions contemplated
by this Agreement in any court other than a Federal court sitting in the
State of Delaware or a Delaware state court.
IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the
day and year first
written above.
MAY & XXXX, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and CEO
ACXIOM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
