{"id":43948,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholders-agreement-the-thomson-corp-and-newsedge-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholders-agreement-the-thomson-corp-and-newsedge-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholders-agreement-the-thomson-corp-and-newsedge-corp.html","title":{"rendered":"Stockholders Agreement – The Thomson Corp. and NewsEdge Corp."},"content":{"rendered":" STOCKHOLDERS AGREEMENT\n\n STOCKHOLDERS AGREEMENT dated as of August 6, 2001 (this\n\"Agreement\"), among THE THOMSON CORPORATION, a corporation incorporated under\nthe laws of the Province of Ontario (\"Parent\"), INFOBLADE ACQUISITION\nCORPORATION, a Delaware corporation and an indirect wholly owned subsidiary of\nParent (\"Purchaser\"), and each of the parties identified on Schedule I hereto\n(each, a \"Stockholder\" and, collectively, the \"Stockholders\"), as individual\nstockholders of NEWSEDGE CORPORATION, a Delaware corporation (the \"Company\"),\n\n W I T N E S S E T H:\n\n WHEREAS, the Purchaser wishes to commence an offer to all\nstockholders of the Company to tender their shares of Common Stock, par value\n$0.01, of the Company for the offer price of $2.30 per share of Common Stock\n(the \"Offer\");\n\n WHEREAS, concurrently with the execution of this Agreement, Parent\nand Purchaser are entering into an Agreement and Plan of Merger dated as of the\ndate hereof (the \"Merger Agreement\"; capitalized terms used and not otherwise\ndefined herein shall have the respective meanings assigned to them in the Merger\nAgreement) with the Company, pursuant to which (i) Purchaser will commence the\nOffer, and (ii) following consummation of the Offer, Purchaser shall merge with\nand into the Company;\n\n WHEREAS, as a condition to entering into the Merger Agreement and\nincurring the obligations set forth therein, including the Offer, Parent and\nPurchaser have required that each of the Stockholders enter into this Agreement\nin order to provide for the tender of their respective Shares (as defined below)\nto the Offer and the voting of such Shares at any meeting of the stockholders of\nthe Company in favor of the approval and adoption of the Merger Agreement, the\nMerger and all the transactions contemplated by the Merger Agreement and\notherwise in such manner as may be necessary to consummate the Merger; and\n\n WHEREAS, the Stockholders believe that it is in the best interests\nof the Company and its stockholders to induce Parent and Purchaser to enter into\nthe Merger Agreement and, therefore, the Stockholders are willing to enter into\nthis Agreement.\n\n NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements contained herein, and intending to be legally bound\nhereby, the parties hereto agree as follows:\n\n ARTICLE I\n TENDER OF SHARES; OPTIONS\n\n SECTION 1.01. TENDER OF SHARES. Each Stockholder, severally but not\njointly, agrees that, as soon as practicable following commencement of the\nOffer, such Stockholder shall tender or cause to be tendered all of such\nStockholder's respective \n\n\nShares (as defined below) pursuant to and in accordance with the terms of the\nOffer, and shall not withdraw such Shares from the Offer unless the Offer is\nterminated. Each Stockholder, severally but not jointly, acknowledges and agrees\nthat Purchaser's obligation to accept for payment the shares of Common Stock in\nthe Offer, including any Shares tendered by such Stockholder, is subject to the\nterms and conditions of the Offer. For the purposes of this Agreement \"Shares\"\nshall mean: (i) all shares of Common Stock of the Company and all such shares of\nCommon Stock issuable upon the exercise or conversion of options, warrants and\nother rights to acquire shares of Common Stock (other than those which are\ncancelled in accordance with Sections 3.07 and 3.08 of the Merger Agreement or\nSection 1.02 hereof) owned of record and \/or beneficially by each Stockholder as\nof the date of this Agreement; and (ii) all additional shares of Common Stock of\nthe Company (including any shares of Common Stock received as a result of a\nstock split, recapitalization, combination, exchange of shares or the like) and\nall additional such shares of Common Stock issuable upon the exercise or\nconversion of additional options, warrants and other rights to acquire shares of\nCommon Stock of the Company (other than those which are cancelled in accordance\nwith Sections 3.07 and 3.08 of the Merger Agreement or Section 1.02 hereof)\nwhich each Stockholder acquires ownership of, of record and\/or beneficially,\nduring the period from the date of this Agreement through the termination of the\nOffer. When used with respect to any Share, the \"beneficial ownership\" thereof\nor similar terms means the power to vote or dispose of, or direct the voting or\ndisposition of, such Share. Each Stockholder hereby agrees, while this Agreement\nis in effect, to promptly notify Parent and Purchaser of the number of any new\nShares acquired by such Stockholder, if any, after the date hereof.\n\n SECTION 1.02. OPTIONS. Each Stockholder, severally but not jointly,\nagrees, subject to the terms and conditions of the Merger Agreement, to the\ncancellation of each outstanding option and\/or warrant to purchase shares of\nCommon Stock of the Company held by such Stockholder as set forth on Schedule I\nhereto, in exchange for the consideration, if any, described in Sections 3.07\nand 3.08 of the Merger Agreement.\n\n ARTICLE II\n VOTING AGREEMENT\n\n SECTION 2.01. VOTING AGREEMENT. Each Stockholder, severally but not\njointly, hereby agrees that, from and after the date hereof and until the\nExpiration Date, at any meeting of the stockholders of the Company, however\ncalled, and in any action by consent of the stockholders of the Company, such\nStockholder shall vote (or cause to be voted) such Stockholder's Shares (i) in\nfavor of the approval and adoption of the Merger Agreement, the Merger and all\nthe transactions contemplated by the Merger Agreement and this Agreement and\notherwise in such manner as may be necessary to consummate the Merger; (ii)\nexcept as otherwise agreed to in writing by Parent, against any action,\nproposal, agreement or transaction that would result in a breach of any\ncovenant, obligation, agreement, representation or warranty of the Company under\nthe Merger Agreement or of the Stockholder contained in this Agreement; and\n(iii) against (A) any action, agreement or transaction that would impair or\nmaterially delay the ability \n\n\n 2\n\n\nof the Company to consummate the transactions provided for in the Merger\nAgreement or (B) any Acquisition Proposal.\n\n SECTION 2.02. IRREVOCABLE PROXY. Each Stockholder hereby irrevocably\nappoints Parent and each of Parent's executive officers as such Stockholder's\ntrue and lawful attorney, agent and proxy, to vote and otherwise act (by written\nconsent or otherwise) with respect to such Stockholder's Shares at any meeting\nof stockholders of the Company (whether annual or special and whether or not an\nadjourned or postponed meeting) or by written consent in lieu of any such\nmeeting or otherwise, on the matters and in the manner specified in Section\n2.01, giving and granting to such Stockholder's attorney, agent and proxy the\nfull power and authority to do and perform each and every act and thing whether\nnecessary or desirable to be done in and about the premises, as fully as it\nmight or could do if personally present with full power of substitution,\nappointment and revocation, hereby ratifying and confirming all that such\nStockholder's attorney, agent and proxy shall do or cause to be done by virtue\nhereof (the \"Irrevocable Proxy\"). THIS PROXY AND POWER OF ATTORNEY ARE\nIRREVOCABLE (UNTIL THE EXPIRATION DATE) AND COUPLED WITH AN INTEREST AND, TO THE\nEXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON\nTO WHOM A STOCKHOLDER MAY TRANSFER ANY OF SUCH STOCKHOLDER'S SHARES IN BREACH OF\nTHIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of\nattorney with respect to such Stockholder's Shares that may have heretofore been\nappointed or granted, and no subsequent proxy or power of attorney shall be\ngiven or written consent executed (and if given or executed, shall not be\neffective) by any Stockholder with respect thereto prior to the Expiration Date.\nAll authority herein conferred or agreed to be conferred shall survive the death\nor incapacity of any Stockholder and the termination of the Irrevocable Proxy\nand any obligation of the Stockholder under this Agreement shall be binding upon\nthe heirs, personal representatives, successors and assigns of such Stockholder.\nThis proxy shall terminate on the Expiration Date.\n\n SECTION 2.03. CONFLICTS. In the case of any Stockholder who is a\ndirector of the Company, no provision of this Agreement, including Section 5.02\nhereof, shall prevent or interfere with such Stockholder's performance of such\nStockholder's obligations, if any, solely in such Stockholder's capacity as a\ndirector of the Company, including, without limitation, the fulfillment of such\nStockholder's fiduciary duties, and in no event shall such performance\nconstitute a breach of this Agreement.\n\n ARTICLE III\n REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS\n\n Each Stockholder, severally but not jointly, hereby represents and\nwarrants to Parent and Purchaser as follows:\n\n SECTION 3.01. LEGAL CAPACITY. Such Stockholder has all legal\ncapacity to enter into this Agreement, to carry out such Stockholder's\nobligations hereunder and to consummate the transactions contemplated hereby.\n\n\n 3\n\n\n SECTION 3.02. AUTHORITY RELATIVE TO THIS AGREEMENT. Each Stockholder\nhas all necessary right, power and authority to execute and deliver this\nAgreement, to perform such Stockholder's obligations hereunder and to consummate\nthe transactions contemplated hereby. This Agreement has been duly and validly\nexecuted and delivered by such Stockholder and constitutes a legal, valid and\nbinding obligation of such Stockholder, enforceable against such Stockholder in\naccordance with its terms.\n\n SECTION 3.03. NO CONFLICT. (a) The execution and delivery of this\nAgreement by such Stockholder do not, and the performance of this Agreement by\nsuch Stockholder shall not, (i) conflict with or violate its organizational\ndocuments, if applicable, (ii) to the knowledge of such Stockholder, conflict\nwith or violate any Law applicable to such Stockholder (in such Stockholder's\ncapacity as a Stockholder) or by which the Shares of such Stockholder are bound\nor affected or (iii) result in any breach of, or constitute a default (or an\nevent that with notice or lapse of time or both would become a default) under,\nor give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of a Lien on any of the Shares of\nsuch Stockholder pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise, judgment, injunction, order,\ndecree or other instrument or obligation to which such Stockholder is a party or\nby which such Stockholder or the Shares of such Stockholder are bound or\naffected, except for any such conflicts, violations, breaches, defaults or other\noccurrences that would not prevent or materially delay consummation of the\ntransactions contemplated by this Agreement or otherwise prevent or materially\ndelay such Stockholder from performing its obligations under this Agreement.\n\n (b) To the knowledge of such Stockholder, the execution and delivery\nof this Agreement by such Stockholder do not, and the performance of this\nAgreement by such Stockholder shall not, require any consent, approval,\nauthorization or permit of, or filing with or notification to, any Governmental\nAuthority, except (i) for applicable requirements, if any, of the Exchange Act,\nand (ii) where the failure to obtain such consents, approvals, authorizations or\npermits, or to make such filings or notifications, would not prevent or\nmaterially delay consummation of the transactions contemplated by this Agreement\nor otherwise prevent or materially delay such Stockholder from performing its\nobligations under this Agreement.\n\n SECTION 3.04. TITLE TO THE SHARES. As of the date hereof, such\nStockholder is the sole record and\/or beneficial owner of, and has good and\nunencumbered title to, the number of shares of Common Stock and\/or the options\nand\/or warrants to purchase shares of Common Stock set forth in respect of such\nStockholder on Schedule I hereto. Such Shares are all the securities of the\nCompany owned, either of record and\/or beneficially, by such Stockholder and\nsuch Stockholder does not have any option or other right to acquire any other\nsecurities of the Company. The Shares owned by such Stockholder are owned free\nand clear of all Liens, other than any Liens created by this Agreement. Except\nas provided in this Agreement, such Stockholder has not appointed or granted any\nproxy, which appointment or grant is still effective, with respect to the Shares\nowned by such Stockholder and none of the Shares owned of record and\/or\n\n\n 4\n\n\nbeneficially by such Stockholder are subject to any voting trust or other\nagreement or arrangement with respect to the voting of such Shares.\n\n SECTION 3.06. INTERMEDIARY FEES. No investment banker, broker,\nfinder or other intermediary is, or shall be, entitled to a fee or commission\nfrom Parent, Purchaser or the Company in respect of this Agreement based on any\narrangement or agreement made by or, to the knowledge of the Stockholder, on\nbehalf of such Stockholder.\n\n ARTICLE IV\n REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER\n\n Parent and Purchaser hereby, jointly and severally, represent and\nwarrant to each Stockholder as follows:\n\n SECTION 4.01. CORPORATE ORGANIZATION. Each of Parent and Purchaser\nis a corporation duly organized, validly existing and in good standing under the\nlaws of the jurisdiction of its incorporation and has the requisite corporate\npower and authority and all necessary governmental approvals to own, lease and\noperate its properties and to carry on its business as it is now being\nconducted, except where the failure to be so organized, existing or in good\nstanding or to have such power, authority and governmental approvals would not\nprevent or materially delay consummation of the transactions contemplated by\nthis Agreement or otherwise prevent or materially delay Parent or Purchaser from\nperforming their respective obligations under this Agreement.\n\n SECTION 4.02. AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent\nand Purchaser has all necessary corporate power and authority to execute and\ndeliver this Agreement and to perform its obligations hereunder. The execution\nand delivery of this Agreement by Parent and Purchaser and the performance by\nParent and Purchaser of their obligations hereunder have been duly and validly\nauthorized by all necessary corporate action and no other corporate proceedings\non the part of Parent or Purchaser are necessary to authorize this Agreement.\nThis Agreement has been duly and validly executed and delivered by Parent and\nPurchaser and, assuming due authorization, execution and delivery by each of the\nStockholders, constitutes a legal, valid and binding obligation of each of\nParent and Purchaser enforceable against each of Parent and Purchaser in\naccordance with its terms.\n\n SECTION 4.03. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The\nexecution and delivery of this Agreement by Parent and Purchaser do not, and the\nperformance of this Agreement by Parent and Purchaser shall not, (i) conflict\nwith or violate the Certificate of Incorporation or By-laws of Parent or\nPurchaser and (ii) conflict with or violate any Law applicable to Parent or\nPurchaser, except any such conflicts or violations that would not prevent or\nmaterially delay consummation of the transactions contemplated by this Agreement\nor otherwise prevent or materially delay Parent or Purchaser from performing its\nobligations under this Agreement.\n\n\n 5\n\n\n (b) The execution and delivery of this Agreement by Parent and\nPurchaser do not, and the performance of this Agreement by Parent and Purchaser\nshall not, require any consent, approval, authorization or permit of, or filing\nwith, or notification to, any Governmental Authority, except (i) for applicable\nrequirements, if any, of the Exchange Act, and (ii) where the failure to obtain\nsuch consents, approvals, authorizations or permits, or to make such filings or\nnotifications, would not prevent or materially delay consummation of the\ntransactions contemplated by this Agreement or otherwise prevent or materially\ndelay Parent or Purchaser from performing its obligations under this Agreement.\n\n ARTICLE V\n COVENANTS OF THE STOCKHOLDERS\n\n SECTION 5.01. NO PROXY, DISPOSITION OR ENCUMBRANCE OF SHARES. Each\nStockholder, severally but not jointly, hereby agrees that, except as\ncontemplated by this Agreement or with the prior written consent of Parent, such\nStockholder shall not, prior to the Expiration Date, (i) grant any proxies or\nvoting rights or enter into any voting trust or other agreement or arrangement\nwith respect to the voting of any Shares of such Stockholder, (ii) sell, assign,\ntransfer, encumber, pledge or hypothecate or otherwise dispose of, or enter into\nany contract, option or other arrangement or understanding with respect to the\ndirect or indirect sale, assignment, transfer, encumbrance, pledge,\nhypothecation or other disposition of, any such Shares or interest therein, or\ncreate or permit to exist any Liens of any nature whatsoever with respect to,\nany of such Shares, (iii) take any action that would make any representation or\nwarranty of such Stockholder herein untrue or incorrect or have the effect of\npreventing or materially impairing such Stockholder from performing such\nStockholder's obligations hereunder, (iv) directly or indirectly, initiate,\nsolicit or encourage any person to take actions that could reasonably be\nexpected to lead to the occurrence of any of the foregoing or (v) agree or\nconsent to, or offer to do, any of the foregoing.\n\n SECTION 5.02. NO SOLICITATION OF TRANSACTIONS. Subject to Section\n2.03 hereof, each Stockholder, severally and not jointly, agrees that between\nthe date of this Agreement and the Expiration Date, such Stockholder shall not,\ndirectly or indirectly, (i) solicit, initiate or take any action intended to\nencourage the submission of any Acquisition Proposal, or (ii) participate in any\ndiscussions or negotiations regarding, or furnish to any person, any information\nwith respect to, or otherwise cooperate in any way with respect to, or assist or\nparticipate in, or take any action intended to facilitate or encourage, any\nproposal that constitutes, or may reasonably be expected to lead to, an\nAcquisition Proposal.\n\n SECTION 5.03. FURTHER ACTION; REASONABLE BEST EFFORTS. Upon the\nterms and subject to the conditions hereof, Parent, Purchaser and each\nStockholder shall use their reasonable best efforts to take, or cause to be\ntaken, all appropriate action, and to do, or cause to be done, all things\nnecessary, proper or advisable under applicable Laws to consummate and make\neffective this Agreement and the transactions contemplated hereby.\n\n\n 6\n\n\n SECTION 5.04. DISCLOSURE. Each Stockholder agrees to permit Parent\nand Purchaser to publish and disclose in the Offer Documents, Proxy Statement\nand related filings under the securities laws such Stockholder's identity and\nownership of such Stockholder's Shares and the nature of such Stockholder's\ncommitments, arrangements and understandings under this Agreement.\n\n ARTICLE VI\n MISCELLANEOUS\n\n SECTION 6.01. TERMINATION. This Agreement shall terminate, and no\nparty shall have any rights or obligations hereunder and this Agreement shall\nbecome null and void and have no further effect upon the earlier to occur of (i)\nsuch date and time as the Merger Agreement shall have been validly terminated\npursuant to Article IX thereof and (ii) the Effective Time (the \"Expiration\nDate\"). Nothing in this Section 6.01 shall relieve any party of liability for\nany willful breach of this Agreement. Parent and Purchaser acknowledge that, in\nthe event of termination of this Agreement, Stockholders shall no longer have\nthe obligation to tender, and may withdraw, their Shares. Parent acknowledges\nand agrees that this Agreement shall not be binding upon any Stockholder in the\nevent that the Merger Agreement shall be amended by the parties thereto to lower\nor change the form of consideration set forth in the definition of Merger\nConsideration (as defined in the Merger Agreement).\n\n SECTION 6.02. AMENDMENT. This Agreement may not be amended except by\nan instrument in writing signed by all the parties hereto.\n\n SECTION 6.03. WAIVER. Any party to this Agreement may (i) extend the\ntime for the performance of any obligation or other act of any other party\nhereto, (ii) waive any inaccuracy in the representations and warranties of\nanother party contained herein or in any document delivered pursuant hereto and\n(iii) waive compliance with any agreement of another party contained herein. Any\nsuch extension or waiver shall be valid if set forth in an instrument in writing\nsigned by the party or parties to be bound thereby.\n\n SECTION 6.04. NOTICES. All notices, requests, claims, demands and\nother communications hereunder shall be in writing and shall be given (and shall\nbe deemed to have been duly given upon receipt) by delivery in person, by\ntelecopy, or by registered or certified mail (postage prepaid, return receipt\nrequested) to the Parent or Purchaser specified below, or specified (in the case\nof each Stockholder) adjacent to each Stockholder's name in Schedule I:\n\n if to Parent or Purchaser:\n\n The Thomson Corporation\n Metro Center, One Station Plaza\n Stamford, CT 06902\n Telecopy: (203) 348-5718\n Attention: General Counsel\n\n\n 7\n\n\n with a copy to:\n\n Torys\n 237 Park Avenue\n New York, New York 10017\n Telecopy: (212) 682-0200\n Attention: Joseph J. Romagnoli, Esq.\n\n SECTION 6.05. SEVERABILITY. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of law\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the transactions contemplated by this Agreement is not affected in\nany manner materially adverse to any party. Upon such determination that any\nterm or other provision is invalid, illegal or incapable of being enforced, the\nparties hereto shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible in a mutually\nacceptable manner in order that the transactions contemplated by this Agreement\nbe consummated as originally contemplated to the fullest extent possible.\n\n SECTION 6.06. ASSIGNMENT. This Agreement shall not be assigned by\noperation of Law or otherwise, except that Parent and Purchaser may assign all\nor any of their rights and obligations hereunder to any affiliate of Parent,\nprovided that no such assignment shall relieve Parent or Purchaser of its\nobligations hereunder if such assignee does not perform such obligations.\n\n SECTION 6.07. PARTIES IN INTEREST. This Agreement shall be binding\nupon and inure solely to the benefit of each party hereto, and nothing in this\nAgreement, express or implied, is intended to or shall confer upon any other\nperson any right, benefit or remedy of any nature whatsoever under or by reason\nof this Agreement.\n\n SECTION 6.08. SPECIFIC PERFORMANCE. The parties hereto agree that\nirreparable damage would occur in the event any provision of this Agreement were\nnot performed in accordance with the terms hereof and that the parties shall be\nentitled to specific performance and injunctive and other equitable relief to\nenforce the performance of this Agreement in addition to any other remedy at law\nor in equity.\n\n SECTION 6.09. GOVERNING LAW. This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of Delaware applicable\nto contracts executed in and to be performed in that State.\n\n SECTION 6.10. WAIVER OF JURY TRIAL. Each of the parties hereto\nhereby waives to the fullest extent permitted by applicable law any right it may\nhave to a trial by jury with respect to any actions or proceedings directly or\nindirectly arising out of, under or in connection with this Agreement.\n\n SECTION 6.11. EXPENSES. Except as otherwise specified in this\nAgreement, all costs and expenses, including, without limitation, fees and\ndisbursements \n\n\n 8\n\n\nof counsel, financial advisors and accountants, incurred in connection with this\nAgreement and the transactions contemplated hereby shall be paid by the party\nincurring such costs and expenses.\n\n SECTION 6.12. HEADINGS. The descriptive headings contained in this\nAgreement are included for convenience of reference only and shall not affect in\nany way the meaning or interpretation of this Agreement.\n\n SECTION 6.13. COUNTERPARTS. This Agreement may be executed and\ndelivered (including by facsimile transmission) in one or more counterparts, and\nby the different parties hereto in separate counterparts, each of which when\nexecuted shall be deemed to be an original but all of which taken together shall\nconstitute one and the same agreement.\n\n\n 9\n\n\n IN WITNESS WHEREOF, the parties have duly executed this Agreement as\nof the day and year first above written.\n\n\n \/s\/ Stockholder\n ----------------------------------\n Name: Name of Stockholder\n\n\n\n\n THE THOMSON CORPORATION\n\n\n By: \/s\/ Michael S. Harris\n ----------------------------------\n Name: Michael S. Harris\n Title: Senior Vice President,\n General Counsel and Secretary\n\n\n\n INFOBLADE ACQUISITION CORPORATION\n\n\n By: \/s\/ Kenneth Carson\n ----------------------------------\n Name: Kenneth Carson\n Title: Vice President\n\n\n 10\n\n\n SCHEDULE I\n\n<\/pre>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nRonald R. Benanto 9,412 300,000 5,333 314,745
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\n Rory J. Cowan 70,294 32,500 20,000 122,794<\/p>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\n James Daniell 6,500 25,000 — 31,500<\/p>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nName and Address Common Stock Options Warrants Total Shares
\n—————- ———— ——- ——– ————
\n
\n Murat H. Davidson, Jr. 87,224 20,000 26,666 133,890<\/p>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nName and Address Common Stock Options Warrants Total Shares
\n—————- ———— ——- ——– ————
\n
\nWilliam A. Devereaux 230,556 56,001 — 286,557<\/p>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nMichael Kolowich 105,861 — 8,000 113,861
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nDonald McLagan 1,707,557 — — 1,707,557
\n40 Plympton Road
\nSudbury, MA<\/p>\nMarnie Elizabeth 221,221 — — 221,221
\nMcLagan Trust of 1993<\/p>\n
Christopher R. McLagan 221,221 — — 221,221
\nTrust of 1993
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nClifford M. Pollan 127,744 845,500 5,333 978,577
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nBasil P. Regan 90,729 20,000 13,333 124,062
\nRegan Partners,L.P. 3,172,382 173,333 3,345,715
\n600 Madison Avenue
\n26th Floor
\nNew York, NY 10022<\/p>\nRegan International 1,225,000 — 73,333 1,298,333
\nFund Ltd.
\n600 Madison Avenue
\n26th Floor
\nNew York, NY 10022<\/p>\n
Wellcome Trust-JD84 445,588 — 153,333 598,921
\n600 Madison Avenue
\n26th Floor
\nNew York, NY 10022<\/p>\n
Deutsche Daiwa 353,500 — — 353,500
\nSuper Hedge Fund
\n600 Madison Avenue
\n26th Floor
\nNew York, NY 10022
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE I<\/p>\n
\n\nNAME AND ADDRESS COMMON STOCK OPTIONS WARRANTS TOTAL SHARES
\n—————- ———— ——- ——– ————
\n
\nPeter Woodward 6,000 20,000 — 26,000
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