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-7.1 — Proxy From Cyber Depot, Inc. to Frank W. Denny
EX-7.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 7.1
IRREVOCABLE PROXY FROM ROBERT J. MCNULTY
TO FRAN W. DENNY
JUNE 1, 1998
IRREVOCABLE PROXY
The undersigned Robert J. McNulty ("McNulty"), Principal of Cyber
Depot, Inc., hereby constitutes and appoints Frank W. Denny ("Denny") 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 Fifty
Thousand (250,000) 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 Denny 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 Denny 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 Fifty Thousand (250,000)
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 Denny 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 Denny, entitled to exercise all of the
rights of Denny under the premises.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this 1st day of June, 1998.
Cyber Depot, Inc.
By: /s/ Robert J. McNulty
-----------------------------
Robert J. McNulty, President
Agreed and Accepted
this 1st day of June, 1998
/s/ Frank W. Denny
---------------------------
Frank Denny
Dates Referenced Herein and Documents Incorporated by Reference
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