Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Form 8-K for the Period Ended June 1, 1998 5 23K
2: EX-7.1 Proxy From Cyber Depot, Inc. to Frank W. Denny 2 10K
3: EX-7.2 Proxy From Robert J. McNulty to Doug Hay 2 10K
4: EX-7.3 Proxy From Robert J. McNulty to Paul J. Hill 2 10K
5: EX-7.4 Proxy From Robert J. McNulty to Edward F. Bradley 2 10K
6: EX-7.5 Proxy From Robert J. McNulty to John Markley 2 10K
7: EX-10.20 Employment Agreement Between Co. & John Markley 7 19K
8: EX-10.21 Termination and Buyout Agreement 5 24K
9: EX-10.22 Consulting Agreement Between Co. & Cyber Depot 8 20K
10: EX-10.23 Consulting Agreement Between Co. & Stilden Co. 7 18K
11: EX-20.2 Letter of Resignation From Robert J. McNulty 2 10K
12: EX-99.1 Press Release Dated June 5, 1998 2 10K
EX-7.2 — Proxy From Robert J. McNulty to Doug Hay
EX-7.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 7.2
IRREVOCABLE PROXY FROM ROBERT J. MCNULTY
TO DOUG HAY
JUNE 1, 1998
IRREVOCABLE PROXY
The undersigned Robert J. McNulty ("McNulty") hereby constitutes and
appoints Doug Hay ("Hay") his lawful attorney-in fact and proxy, pursuant to the
provisions of the California Corporations Code, to vote at all meeting of the
stockholders and any adjournments thereof, to execute and deliver written
consents, and in all other ways act in McNulty's place and stead, with respect
to Two Hundred Four Thousand Seven Hundred Fifty (204,750) shares only of the
common stock (the "Stock") of Shopping.com (the "Corporation") now owned by
McNulty and/or his Successors (as defined below) as fully, to the same extent
and with the same effect as McNulty might or could do under any applicable laws
or regulations governing the rights and powers of the stockholders of a
California corporation with respect to any and all business and other matters
(including, but not limited to, the election of directors) which are presented
to the stockholders of the Corporation.
McNulty hereby ratifies and confirms all that Hay may do or cause to be
done by virtue of this Irrevocable Proxy. McNulty further understands and agrees
that this Irrevocable Proxy may be exercised by Hay for the period beginning the
date hereof and ending on the earlier of (i) June 1, 2000 or (ii) any time after
June 1, 1999 if it is determined by the Board of Directors of the Corporation
that the Agreement is no longer in the best interest of the Company.
This Irrevocable Proxy encompasses Two Hundred Four Thousand Seven
Hundred Fifty (204,750) shares only of the Common Stock owned by McNulty on this
date and not the full holdings of McNulty.
This Irrevocable Proxy is coupled with an interest and shall remain in
full force and effect and, shall be enforceable against any donees, devisees,
transferees, or assignees of the undersigned. This Irrevocable Proxy shall be
binding upon and be enforceable against McNulty and his heirs, legal and
personal representatives, successors, and assigns.
In the event that Hay is unable to exercise the rights granted by this
Irrevocable Proxy because of death or disability, McNulty hereby appoints Doug
Jennings as the successor proxy holder to Hay, entitled to exercise all of the
rights of Hay under the premises.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this 1st day of June, 1998.
/s/ Robert J. McNulty
-----------------------------
Robert J. McNulty
Agreed and Accepted
this 1st day of June, 1998
/s/ Doug Hay
------------------------
Doug Hay
Dates Referenced Herein and Documents Incorporated by Reference
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