STOCKHOLDER AGREEMENT dated as of August 8, 1997, among Xxx X. Xxxxxxxx
(the "STOCKHOLDER"), Xpedite Systems, Inc., a Delaware corporation (the
"Company"), and Xpedite Acquisition Corp., a Delaware corporation ("ACQUISITION
SUB").
WHEREAS, Acquisition Sub proposes to enter into a Merger Agreement
dated as of the date hereof (as amended from time to time, the "MERGER
AGREEMENT"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement, whether or not such Merger Agreement
shall be in effect from time to time) with the Company which provides, among
other things, that Acquisition Sub will merge with and into the Company pursuant
to the merger contemplated by the Merger Agreement (the "MERGER");
WHEREAS, as of the date hereof, the Stockholder beneficially owns the
number of shares of common stock, par value $.01 per share, of the Company
("COMPANY COMMON STOCK") set forth on Schedule 1; and
WHEREAS, as a condition to the willingness of Acquisition Sub to enter
into the Merger Agreement, Acquisition Sub has requested that the Stockholder
agree, and in order to induce Acquisition Sub to enter into the Merger
Agreement, the Stockholder has agreed, to enter into this Agreement with respect
to all the shares of Company Common Stock now beneficially owned and of which
the Stockholder may hereafter acquire beneficial ownership (the "SHARES") and
any other securities, if any, which the Stockholder is entitled to vote at any
meeting of stockholders of the Company (the "OTHER SECURITIES").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.1 VOTING AGREEMENT. The Stockholder hereby agrees that, at
any meeting of the stockholders of the Company, however called, or in connection
with any written consent of the holders of shares of Company Common Stock, the
Stockholder shall vote (or cause to be voted) the Shares and the Other
Securities: (i) in favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and this Agreement and
any actions required in furtherance thereof and hereof; (ii) in favor of
approval of the Charter Amendment; (iii) against any action, any failure to act,
or agreement that would result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or this Agreement (before giving effect to any
materiality or similar qualifications contained therein); and (iv) except as
otherwise agreed to in writing in advance by Acquisition Sub, against the
following actions (other than the Merger, the Charter Amendment, the XSL
Purchase Agreement and the transactions contemplated by the Merger Agreement and
the XSL Purchase Agreement): (A) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination involving the Company
or any of its Subsidiaries;
(B) a sale, lease or transfer of a material amount of assets of the Company or
any of its Subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or any of its Subsidiaries; (C) (1) any change in a
majority of the persons who constitute the board of directors of the Company;
(2) any change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or Bylaws; (3) any other material
change in the Company's corporate structure or business; or (4) any other action
involving the Company or any of its Subsidiaries which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Merger and the transactions contemplated by this
Agreement and the Merger Agreement. Each Stockholder agrees that it shall not
enter into any agreement or understanding with any person or entity the effect
of which would be to violate the provisions and agreements contained in this
Section 1.01. The Stockholder acknowledges receipt and review of a copy of the
Merger Agreement.
SECTION 1.2 IRREVOCABLE PROXY. The Stockholder hereby irrevocably
appoints Acquisition Sub and each of its officers, as his attorney and proxy
pursuant to the provisions of Section 212(c) of the General Corporation Law of
the State of Delaware, with full power of substitution, to vote and otherwise
act (by written consent or otherwise) with respect to the Shares and the Other
Securities, which the Stockholder is entitled to vote at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise, on the matters and in the manner specified in Section 1.01. THIS
PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The
Stockholder hereby revokes all other proxies and powers of attorney with respect
to the Shares and the Other Securities that the Stockholder may have heretofore
appointed or granted, and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall not be
effective) by the Stockholder with respect thereto. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
Stockholder and any obligation of the Stockholder under this Agreement shall be
binding upon the heirs, personal representatives, successors and assigns of the
Stockholder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The
Stockholder represents and warrants to Acquisition Sub as follows:
(a) This Agreement has been duly executed and delivered by the
Stockholder and is a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its
terms. There is no beneficiary or holder of a voting trust certificate
or other interest of any trust of which Stockholder is trustee whose
consent is required for the execution and delivery of this Agreement or
the consummation by the Stockholder of the transactions contemplated
hereby.
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(b) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the
Stockholder will not, (i) conflict with or violate any federal, state,
local or foreign law, statute, ordinance, rule, regulation, permit,
injunction, writ, judgment, decree or order (collectively, "LAWS") of
any domestic or foreign administrative, governmental or regulatory
agency or other governing body (each, a "GOVERNMENTAL ENTITY")
applicable to the Stockholder or by which any of the Stockholder's
assets are bound, or (ii) conflict with, result in any breach of or
constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or require
payment under, or result in the creation of any Encumbrance (as
hereinafter defined) on any of the assets of the Stockholder pursuant
to, any contract or other instrument to which the Stockholder is a
party or by which the Stockholder or any of the Stockholder's assets
are bound, except for any thereof that could not reasonably be expected
to materially impair the ability of the Stockholder to perform the
Stockholder's obligations hereunder or to consummate the transactions
contemplated hereby and except for any Encumbrances created hereby.
(c) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the
Stockholder will not, require the Stockholder to obtain any consent,
approval, authorization or permit of, or to make any filing with or
notification to, any Governmental Entity based on any Laws of any
Governmental Entity, except (i) the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange
Commission (the "COMMISSION") thereunder (the "EXCHANGE ACT"), and the
Securities Act of 1933, as amended, and the rules and regulations of
the Commission thereunder (the "SECURITIES ACT"); and (ii) where the
failure to obtain such consents, approvals, authorizations or permits,
or to make such filings or notifications, could not reasonably be
expected to materially impair the ability of the Stockholder to perform
its obligations hereunder or to consummate the transactions
contemplated hereby.
(d) There is no suit, action, investigation or proceeding
pending or, to the knowledge of the Stockholder, threatened against the
Stockholder at law or in equity before or by any Governmental Entity
that could reasonably be expected to materially impair the ability of
the Stockholder to perform the Stockholder's obligations hereunder or
to consummate the transactions contemplated hereby, and there is no
judgment, decree, injunction, rule, order or writ of any Governmental
Entity to which the Stockholder or the Stockholder's assets are subject
that could reasonably be expected to materially impair the ability of
the Stockholder to perform the Stockholder's obligations hereunder or
to consummate the transactions contemplated hereby.
(e) The Stockholder owns beneficially and of record the number
of shares of Company Common Stock (the "EXISTING SHARES") set forth on
Schedule 1. The Existing Shares constitute all the shares of Company
Common Stock owned of record or beneficially by the Stockholder. The
Stockholder has sole voting power, sole power
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of disposition and all other shareholder rights with respect to all the
Existing Shares, with no restrictions, other than pursuant to
applicable securities laws, on the Stockholder's rights of disposition
pertaining thereto. The Stockholder owns options and/or warrants to
purchase an aggregate of such number of shares of Company Common Stock
not otherwise included in the first sentence of this paragraph (e) as
set forth on Schedule 1 ("OPTIONS"), all of which Options will become
exercisable upon consummation of the Merger. The Stockholder has good
and valid title to all the Existing Shares, free and clear of all
Encumbrances (other than any Encumbrance created by this Agreement).
SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB.
Acquisition Sub represents and warrants to the Stockholder that Acquisition Sub
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Acquisition Sub has the requisite 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 authorized by Acquisition
Sub's Board of Directors and (except as otherwise set forth in the Merger
Agreement) no other corporate proceedings on the part of Acquisition Sub are
necessary to authorize this Agreement and the consummation of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Acquisition Sub and is a legal, valid and binding obligation of Acquisition Sub,
enforceable against Acquisition Sub in accordance with its terms.
ARTICLE III
COVENANTS OF THE STOCKHOLDER
SECTION 3.1 "NO SHOP". The Stockholder shall immediately cease and
cause to be terminated all existing discussions or negotiations relating to an
Acquisition Proposal or an Alternative Transaction, other than with respect to
the transactions contemplated by the Merger Agreement, with any parties
conducted heretofore. The Stockholder will not, directly or indirectly, and will
instruct the Stockholder's employees, agents and representatives (collectively,
"REPRESENTATIVES") not to, directly or indirectly, initiate, solicit or
encourage (including by way of furnishing information or assistance), or take
any other action to facilitate, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal
or Alternative Transaction, or enter into or maintain discussions or negotiate
with any person in furtherance of or relating to such inquiries or to obtain an
Acquisition Proposal or an Alternative Transaction, or agree to or endorse any
Acquisition Proposal or Alternative Transaction, or authorize or permit any of
the Stockholder's Representatives to take any such action, and the Stockholder
shall use the Stockholder's best efforts to cause the Stockholder's
Representatives not to take any such action, and the Stockholder shall promptly
notify Acquisition Sub if any such inquiries or proposals are made regarding an
Acquisition Proposal or an Alternative Transaction, and the Stockholder shall
promptly inform Acquisition Sub as to the material details of any such inquiry
or proposal and, if in writing, promptly deliver or cause to be delivered to
Acquisition Sub a copy of such inquiry or proposal, and the Stockholder shall
keep Acquisition Sub
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informed, on a current basis, of the details of any such inquiries and the
status and terms of any such proposals. Anything in this Section 3.01 to the
contrary notwithstanding, nothing in this Section 3.01 shall limit the
Stockholder or any of the Stockholder's Representatives, including without
limitation Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, from exercising any of his rights
or performing any of his duties as a director of the Company.
SECTION 3.2 RESTRICTION ON TRANSFER. Until and unless this Agreement
has been terminated, the Stockholder shall not, except as expressly provided for
in this Agreement, (a) sell, exchange, pledge, encumber or otherwise transfer or
dispose of, or agree to sell, exchange, pledge, encumber or otherwise transfer
or dispose of, any of its Shares or Options, or any interest therein (except for
transfers in connection with distributions of securities by the Stockholder to
its equity holders on a pro rata basis in accordance with their interests in the
Stockholder, provided that any such distributee shall be required to execute an
agreement in substantially the form of this Agreement), (b) deposit its Shares
into a voting trust or enter into voting agreement or arrangement with respect
to such Shares or grant any proxy or power of attorney with respect thereto, (c)
take any action that would make any representation or warranty of the
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling the Stockholder from performing the Stockholder's
obligations under this Agreement, or (d) enter into any agreement, arrangement,
understanding, or undertaking to do any of the foregoing. The Stockholder agrees
with, and covenants to, Acquisition Sub that beginning on the date hereof and
ending on the date of termination of this Agreement, the Stockholder shall not
request that the Company, and the Company hereby agrees with, and covenants to,
Acquisition Sub that beginning on the date hereof and ending on the date of
termination of this Agreement it will not, register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Stockholder's Shares, unless such transfer is made in compliance with this
Agreement.
SECTION 3.3 CONVERSION OF SHARES; SALE OF SHARES. The Stockholder
agrees that, following the adoption of the Charter Amendment and simultaneously
with the consummation of the Merger, the Stockholder will (a) exercise all of
the Stockholder's options to purchase Company Common Stock (other than options
used in connection with the exercise of options pursuant to the terms of the
Company's option plans), (b) convert the number of Shares set forth on Schedule
1 into shares of Class B Common Stock, par value $.01 per share, of the Company
("Class B Shares") in accordance with the terms of the Merger Agreement and (c)
sell the number of Class B Shares set forth on Schedule 1 to UBS Partners LLC or
an affiliate of Fenway Partners, Inc. at the same price as the Cash Election
Price.
SECTION 3.4 COMPLIANCE WITH MERGER AGREEMENT. If the Stockholder is a
"Principal Stockholder" referred to in Section 3.01(e)(iii) of the Merger
Agreement, the Stockholder agrees that he/it will take such action as is
necessary to comply with and effect the provisions of such Section 3.01(e)(iii).
Acquisition Sub covenants that the price per share at which its stockholders
will purchase Surviving Corporation Common Stock at the Effective Time shall be
the same as the Cash Election Price.
SECTION 3.5 CONFIDENTIALITY OF AGREEMENT. Each party hereto agrees
that, without the prior written consent of the other party, it will not disclose
this Agreement, or the contents
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hereof, to any person or entity, except (a) such party's directors, employees,
agents, advisors and affiliates, in each case on a confidential and need-to-know
basis, (b) the lenders or other providers of financing necessary for the
consummation of the transactions contemplated by the Merger Agreement, (c)
amendment(s) to Schedule 13D or (d) as is required, in the opinion of its
counsel, by applicable law or pursuant to applicable requirements of any listing
agreement with or the rules of any securities exchange or the NASDAQ National
Market, provided that if any party hereto proposes to make any disclosure based
upon the opinion of its counsel such party will, if practicable, advise and
consult with the other party at least one business day prior to such disclosure
concerning the information such party proposes to disclose.
SECTION 3.6 FURTHER ASSURANCES. The Stockholder agrees to use the
Stockholder's reasonable best efforts to take, or cause to be taken, all
appropriate action, and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement. If any further action
is necessary or desirable to carry out the purposes of this Agreement, the
Stockholder shall use the Stockholder's reasonable best efforts to take all such
action as promptly as practicable.
ARTICLE IV
TERMINATION
SECTION 4.1 TERMINATION. This Agreement shall terminate upon the
earlier of (a) the termination of the Merger Agreement for any reason whatsoever
and (b) the Effective Time of the Merger and, except as set forth below, the
parties hereto shall have no further rights or obligations with respect thereto,
except as a result of any prior breach thereof.
ARTICLE V
DEFINITIONS
SECTION 5.1 DEFINITIONS. For purposes of this Agreement:
(a) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect
to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing;
(b) "PERSON" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(c) "ENCUMBRANCE" means any pledge, security interest, lien,
claim, encumbrance, mortgage, charge, hypothecation, option, right of
first refusal or offer, community property right, other marital right,
preemptive right, voting agreement, voting trust, proxy, power of
attorney, escrow, option, forfeiture, penalty, action at law or in
equity, security agreement, shareholder agreement or other agreement,
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arrangement, contract, commitment, understanding or obligation, or any
other restriction, qualification or limitation on the use, transfer,
right to vote, right to dissent and seek appraisal, receipt of income
or other exercise of any attribute of ownership.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
SECTION 6.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.
SECTION 6.3 COUNTERPARTS. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same instrument.
SECTION 6.4 ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties, provided that Acquisition Sub may assign its rights hereunder to UBS
Partners LLC or Fenway Partners, Inc., or any affiliate of either such entity,
but no such assignment shall relieve Acquisition Sub of its obligations
hereunder.
SECTION 6.5 AMENDMENTS. This Agreement may not be amended,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.
SECTION 6.6 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, facsimile
transmission, mail (registered or certified mail, postage prepaid, return
receipt requested), or courier service providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
following addresses:
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If to Stockholder, to the address set forth on Schedule 1:
If to the Company:
Xpedite Systems, Inc.
000 Xxxxxxx 00
Xxxxxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Fax: (000) 000-0000
copy to:
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to Acquisition Sub:
UBS Partners LLC
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
and
Fenway Partners, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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copies to:
Xxxx, Scholer, Fierman, Xxxx & Handler, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
and
Ropes & Xxxx
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
SECTION 6.7 NO THIRD PARTY BENEFICIARIES. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity not a party hereto.
SECTION 6.8 SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that a breach by it of any agreement contained in this Agreement
will cause the other parties to sustain damage for which they would not have an
adequate remedy at law for money damages, and therefore each of the parties
hereto agrees that in the event of any such breach the aggrieved parties shall
be entitled to the remedy of specific performance of such agreement and
injunctive and other equitable relief in addition to any other remedy to which
they may be entitled, at law or in equity.
SECTION 6.9 REMEDIES CUMULATIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
SECTION 6.10 NO WAIVER. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon strict compliance by any
other party hereto with its obligations hereunder, and any custom or practice of
the parties at variance with the terms hereof, shall not constitute a waiver by
such party of its right to exercise any such or other right, power or remedy or
to demand such compliance.
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SECTION 6.11 GOVERNING LAW. (a) This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
(b) Each party hereby irrevocably submits to the exclusive
jurisdiction of the Court of Chancery in the State of Delaware in any action,
suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on FORUM NON CONVENIENS or any other objection to
venue therein); PROVIDED, HOWEVER, that such consent to jurisdiction is solely
for the purpose referred to in this subsection (b) and shall not be deemed to be
a general submission to the jurisdiction of such court or in the State of
Delaware other than for such purposes.
SECTION 6.12 WAIVER OF JURY TRIAL. EACH OF ACQUISITION SUB, THE COMPANY
AND THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
ACQUISITION SUB, THE COMPANY OR THE STOCKHOLDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
SECTION 6.13 DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
SECTION 6.14 RESTRICTIVE LEGEND. The Stockholder and the Company hereby
agree that the Stockholder's Shares and Options, whether now owned or hereafter
acquired, shall be certificated by the Company, and that the Company shall place
the following legend on any new or existing certificate representing the
Stockholder's Shares or Options:
"Transfer and voting of the securities represented by this
certificate are subject to restrictions set forth in a
Stockholders Agreement dated August 8, 1997, a copy of which
may be obtained from the Company at its principal executive
offices."
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
/s/ XXX X.XXXXXXXX
-------------------------------
XXX X. XXXXXXXX, XX.
XPEDITE SYSTEMS, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
XPEDITE ACQUISITION CORP.
By: /s/ XXXXX X. XXXXXXXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Secretary
Schedule 1
Number of Shares Shares To Be Converted Class B
Shares
STOCKHOLDER BENEFICIALLY OWNED OPTIONS INTO CLASS B SHARES TO BE SOLD
----------- ------------------ ------- ----------------------- ----------
Xxx X. Xxxxxxxx 197,750 180,657 376,407 245,224
c/o Xpedite Systems, Inc.
000 Xxxxxxx 00
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
