ACXM Acxiom Holdngs (delisted)

Agreement and Plan of Merger; Related Transactions

On September 20, 2018, Acxiom Corporation, a Delaware corporation and existing NASDAQ-listed registrant (the “Predecessor Company”), obtained stockholder approval for a holding company merger. Upon stockholder approval, the Predecessor Company executed an Agreement and Plan of Merger (“Merger Agreement”) with Acxiom Holdings, Inc., a Delaware corporation (the “Successor Company”) wholly owned by the Predecessor Company, and High Garden Merger Sub, Inc., a Delaware corporation wholly owned by the Successor Company (“Merger Sub”). As previously disclosed by the Predecessor Company, pursuant to the Merger Agreement, Merger Sub merged (the “Merger”) with and into the Predecessor Company with the Predecessor Company surviving. As a result of the Merger, the Predecessor Company is now a wholly owned subsidiary of the Successor Company. As a result of the Merger, neither the business conducted by the Successor Company and the Predecessor Company in the aggregate, nor the consolidated assets and liabilities of the Successor Company and the Predecessor Company, in the aggregate, will change. As was previously contemplated and disclosed, immediately following completion of the Merger, the Predecessor Company converted into a Delaware limited liability company (the “Conversion,” together with the Merger, the “Reorganization”). Immediately following the Conversion, the Predecessor Company distributed all equity interests in LiveRamp, Inc., a Delaware corporation (“LiveRamp”) and wholly-owned subsidiary of the Predecessor Company, to the Successor Company, such that the Predecessor Company and LiveRamp are coequal, wholly owned direct subsidiaries of the Successor Company (the “Separation”), with LiveRamp holding the LiveRamp identity technology provider business and the Predecessor Company holding the Acxiom Marketing Solutions business (the “AMS Business”). As previously contemplated and disclosed, it is intended that the Separation will facilitate the pending sale by the Successor Company of the AMS Business to The Interpublic Group of Companies, Inc. (the “AMS Sale”). The foregoing description of the Merger Agreement is qualified in its entirety by such agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

By virtue of the Merger, each share of the Predecessor Company’s outstanding common stock has been converted, on a share-for-share basis, into a share of common stock of the Successor Company. As a result, each stockholder of the Predecessor Company has become the owner of an identical number of shares of common stock of the Successor Company. The common stock of the Predecessor Company (or its predecessors) has been publicly traded since 1983.

The Successor Company’s common stock will be traded initially under the name “Acxiom Holdings, Inc.” and will be listed initially on the NASDAQ Global Select Market (“Nasdaq”) under the ticker symbol “ACXM.” Furthermore, the CUSIP number for the Successor Company’s common stock will remain the same as the CUSIP number for the Predecessor Company’s common stock. Following the AMS Sale, the Successor Company will rebrand its business under the “LiveRamp” name and trade under the ticker symbol “RAMP” on the New York Stock Exchange (“NYSE”), as further described in Item 3.01 below.

The conversion of shares of capital stock in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing shares of outstanding common stock of the Predecessor Company are deemed to represent the same number of shares of common stock in the Successor Company. Stockholders do not need to exchange their share certificates.

The provisions of the certificate of incorporation and bylaws of the Successor Company are the same as those of the Predecessor Company’s prior to the Merger, other than the change of name, and are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. The authorized capital stock of the Successor Company, the designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also the same as the capital stock of the Predecessor Company immediately prior to the Merger. The directors and executive officers of the Successor Company are the same individuals who were directors and executive officers, respectively, of the Predecessor Company immediately prior to the Merger. The Reorganization will not give rise to any taxable gain or loss to stockholders, option holders or restricted stock unit holders of the Predecessor Company.

In connection with the Merger, on September 20, 2018, the Successor Company also entered into a Compensation Plan Agreement (the “Compensation Plan Agreement”) with the Predecessor Company pursuant to which the Successor Company assumed (including sponsorship of) the Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (the “2005 Plan”), the LiveRamp, Inc. 2006 Equity Incentive Plan, the Pippio, Inc. 2014 Equity Incentive Plan, the Arbor Equity Compensation Plan, the Solve Media, Inc. 2009 Stock Plan, the Circulate Equity Compensation Plan, the Amended and

Restated Key Associate Stock Option Plan of Acxiom Corporation, the 2011 Nonqualified Equity Compensation Plan, the 2005 Stock Purchase Plan of Acxiom Corporation and any other equity incentive plans sponsored or maintained by the Predecessor Company and any amendments, subplans, appendices or addendums thereto (the “Equity Plans”). In addition, all obligations of the Predecessor Company pursuant to each stock option to purchase a share of Predecessor Company common stock (a “Predecessor Company Option”), and each right to acquire or vest in a share of Predecessor Company common stock (a “Predecessor Company Stock Unit” and, together with any Predecessor Company Option or Predecessor Company Stock Unit, a “Predecessor Company Equity Award”) that was outstanding immediately prior to the Merger and (i) issued under the Equity Plans and underlying grant agreements or (ii) granted by the Predecessor Company pursuant to a grant agreement outside of the Equity Plans and underlying agreements (each such grant agreement, whether under an Equity Plan or not, a “Predecessor Company Award Grant Agreement”, and such grant agreements together with the Equity Plans, the “Equity Plans and Agreements”), was converted into (A) with respect to each Predecessor Company Stock Unit, a right to acquire or vest in a share of Successor Company common stock or (B) with respect to a Predecessor Company Option, an option to purchase a share of Successor Company common stock at an exercise price per share equal to the exercise price per share of Predecessor Company common stock subject to such Predecessor Company Option immediately prior to the Merger. On September 20, 2018, the Predecessor Company Equity Awards, the Equity Plans and Agreements and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of Predecessor Company common stock was automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Predecessor Company in such awards, documents and provisions will be read to refer to the Successor Company (including with respect to any performance-based vesting conditions referring to the Predecessor Company’s performance) and references to Predecessor Company common stock in such awards, documents and provisions shall be read to refer to Successor Company common stock. The foregoing description of the Compensation Plan Agreement is qualified in its entirety by such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Upon consummation of the Merger, the Successor Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), the Successor Company is the successor issuer to the Predecessor Company. On September 20, 2018, on behalf of the Predecessor Company, Nasdaq filed an application on Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to voluntarily delist its common stock, par value $0.10 per share, from Nasdaq and to deregister such common stock under Section 12(b) of the Exchange Act (except to the extent of the succession of the Successor Company to the Exchange Act Section 12(b) registration of the Predecessor Company). On September 20, 2018, a Form 15 was also filed with the Commission requesting the Predecessor Company’s reporting obligations under Section 15(d) of the Exchange Act be suspended (except to the extent of the succession of the Successor Company to the reporting obligations of the Predecessor Company).

In accordance with Rule 414 under the Securities Act of 1933, as amended, the Successor Company is adopting, as successor registrant, the Predecessor Company’s Registration Statements on Form S-3 (File Number 333-215626) and Form S-8 (File Numbers 333-223520, 333-221162, 333-219839, 333-214927, 333-214926, 333-197463, 333-151333, 333-127743 and 333-91395).

Sixth Amended and Restated Credit Agreement

Concurrently with the Merger, the Predecessor Company amended its Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as the agent, and other lenders party thereto to allow for the Merger, the Conversion and the steps necessary to complete the realignment of the Successor Company’s business units in preparation for the closing of the AMS Sale. Pending the closing of the AMS Sale, the Predecessor Company will remain the obligor under the Credit Agreement, and the Successor Company will guarantee the Predecessor Company’s obligations thereunder. As previously contemplated and disclosed, the existing debt under the Credit Agreement will be retired upon the closing of the AMS Sale, resulting in a debt-free balance sheet of the Successor Company, and the Credit Agreement will be terminated.

The foregoing description of the Credit Agreement, as amended, is qualified in its entirety by such agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.