Exhibit 99.1
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of November 13, 2001 (the "Agreement"),
among Information Holdings Inc., a Delaware corporation ("Parent"), Fluid
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Purchaser"), and the Stockholders of the Company whose
names appear on Schedule I hereto (collectively, the "Stockholders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and Liquent, Inc., a Delaware corporation (the
"Company"), are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), which provides for, upon the terms and
subject to the conditions set forth therein, (i) the commencement by Purchaser
of a tender offer (the "Offer") for all of the issued and outstanding shares of
common stock, par value $.001 per share, of the Company (the "Company Common
Stock"), and (ii) the subsequent merger of Purchaser with and into the Company
(the "Merger");
WHEREAS, as of the date hereof, each Stockholder owns (beneficially and
of record) the number of shares of Company Common Stock set for the opposite
such Stockholder's name on Schedule I hereto (all such shares so owned and which
may hereafter be acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options or by means of purchase,
dividend, distribution or otherwise, being referred to herein as such
Stockholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have required that the Stockholders enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the Merger
Agreement, the Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Stockholders hereby agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1. VOTING OF SHARES. From the date hereof until the earliest to
occur of (x) termination of this Agreement pursuant to Section 6.2 hereof, (y)
the expiration of the Stock Option with respect to such Stockholder's Shares and
(z) the closing of any exercise of such Stock Option (the "Term"), at any
meeting of the stockholders of the Company, however called, and in any action by
consent of the stockholders of the Company, each Stockholder shall vote its
Shares (i) in favor of the Merger and the Merger Agreement (as amended from time
to
time), (ii) against any Takeover Proposal and against any proposal for action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which is reasonably likely to result in any of the conditions of
the Company's obligations under the Merger Agreement not being fulfilled, any
change in the directors of the Company, any change in the present capitalization
of the Company or any amendment to the Company's Second Amended and Restated
Certificate of Incorporation or Second Amended and Restated By-Laws, any other
material change in the Company's corporate structure or business, or any other
action which in the case of each of the matters referred to in this clause (ii)
could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement or the likelihood of such transactions being consummated and (iii) in
favor of any other matter necessary for consummation of the transactions
contemplated by the Merger Agreement which is considered at any such meeting of
stockholders or in such consent, and in connection therewith to execute any
documents which are necessary or appropriate in order to effectuate the
foregoing, including the ability for Purchaser or its nominees to vote such
Shares directly.
SECTION 1.2. NO INCONSISTENT ARRANGEMENTS. Except as contemplated by this
Agreement and the Merger Agreement, each Stockholder shall not during the Term
(i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of such Stockholder's Shares or any interest therein, or
create or permit to exist any Encumbrance (as defined below) on such Shares,
(ii) enter into any contract, option or other agreement or understanding with
respect to any transfer of any or all of such shares or any interest therein,
(iii) grant any proxy, power-of-attorney or other authorization in or with
respect to such Shares, (iv) deposit such Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated hereby
or by the Merger Agreement.
SECTION 1.3. PROXY. Each Stockholder hereby revokes any and all prior
proxies or powers of attorney in respect of any of such Stockholder's Shares and
constitutes and appoints Purchaser and Parent, or any nominee of Purchaser and
Parent, with full power of substitution and resubstitution, at any time during
the Term, as its true and lawful attorney and proxy (its "Proxy"), for and in
its name, place and stead, to demand that the Secretary of the Company call a
special meeting of the stockholders of the Company for the purpose of
considering any matter referred to in Section 1.1 and to vote each of such
Shares as its Proxy, at every annual, special, adjourned or postponed meeting of
the stockholders of the Company, including the right to sign its name (as
stockholder) to any consent, certificate or other document relating to the
Company that Delaware law may permit or require as provided in Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED
WITH AN INTEREST THROUGHOUT THE TERM.
SECTION 1.4. WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives
any rights of appraisal or rights to dissent from the Merger.
-2-
SECTION 1.5. STOP TRANSFER. Each Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Article III hereof).
SECTION 1.6. NO SOLICITATION. During the Term, each Stockholder shall
not, and it shall cause its officers, directors, employees, agents or
representatives (collectively, the "Representatives") not to, (i) solicit or
initiate, or encourage, directly or indirectly, any inquiries regarding or the
submission of, any Takeover Proposal, (ii) participate in any discussions or
negotiations regarding, or furnish to any Person any information or data with
respect to, or take any other action to knowingly facilitate the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Takeover Proposal or (iii) enter into any agreement with respect to any Takeover
Proposal or approve or resolve to approve any Takeover Proposal. Upon execution
of this Agreement, each Stockholder shall, and it shall cause its
Representatives to, immediately cease any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing.
Each Stockholder will promptly notify Parent of the existence of any
proposal, discussion, negotiation or inquiry received by such Stockholder, and
each Stockholder will immediately communicate to Parent the terms of any
proposal, discussion, negotiation or inquiry which it may receive (and will
promptly provide to Parent copies of any written materials received by it in
connection with such proposal, discussion, negotiation or inquiry) and the
identity of the Person making such proposal or inquiry or engaging in such
discussion or negotiation. Notwithstanding any provision of this Section 1.6 to
the contrary, if any Stockholder or any of its Representatives is a member of
the Board of Directors, such member of the Board of Directors may take actions
in such capacity to the extent permitted by Section 5.2(b) of the Merger
Agreement.
ARTICLE II.
TENDER OF SHARES
SECTION 2.1. TENDER. Each Stockholder shall validly tender (or cause the
record owner of such shares to validly tender) such Stockholder's Shares
pursuant to and in accordance with the terms of the Offer, not later than the
fifth business day after commencement of the Offer pursuant to Section 1.1 of
the Merger Agreement and Rule 14d-2 under the Exchange Act, and not thereafter
withdraw such tender. Each Stockholder hereby acknowledges and agrees that
Parent's and Purchaser's obligation to accept for payment and pay for such
Stockholder's Shares in the Offer is subject to the terms and conditions of the
Offer. For all its Shares validly tendered in the Offer and not withdrawn, each
Stockholder will be entitled to receive the highest price paid by Purchaser
pursuant to the Offer.
SECTION 2.2. CERTAIN WARRANTIES. Without limiting the generality or
effect of any other term or condition of the Offer, the transfer by Stockholder
of the Shares to Purchaser in the Offer shall pass to and unconditionally vest
in Purchaser good and valid title to the Shares, free and clear of all
Encumbrances whatsoever.
-3-
SECTION 2.3. DISCLOSURE. Each Stockholder hereby authorizes Parent and
Purchaser to publish and disclose in the Offer Documents and, if approval of the
Company's stockholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC), its identity and
ownership of the Company Common Stock and the nature of its commitments,
arrangements and understandings under this Agreement.
ARTICLE III.
OPTION
SECTION 3.1. OPTION SHARES.
(a) In order to induce Parent and Purchaser to enter into the Merger
Agreement, each Stockholder hereby grants to Parent or Purchaser, as Parent may
designate (the "Optionee"), an irrevocable option (each such option, a "Stock
Option") to purchase all, but not in any part or less than all, of such
Stockholder's Shares (in such context, the "Option Shares") at a purchase price
per share equal to the Per Share Amount (the "Exercise Price").
(b) Each Stock Option may be exercised by the Optionee if (i) the Merger
Agreement becomes terminable under circumstances that would entitle Parent to
receive the Termination Fee pursuant to the first sentence of Section 8.2(b) of
the Merger Agreement, (ii) the Offer is consummated but (due to failure by the
Stockholder who has granted such Stock Option to tender validly and not
withdraw) Purchaser has not accepted for payment or paid for all such
Stockholder's Shares or (iii) Parent becomes entitled to receive the Termination
Fee pursuant to the second sentence of Section 8.2(b) of the Merger Agreement.
(c) Each Stock Option (i) shall become exercisable, in whole but not in
part, on the date on which the first event referred to in Section 3.1(b) shall
occur or, if later, the date on which there shall not be in effect any
preliminary or final injunction or other order issued by any court or
governmental, administrative or regulatory agency or authority prohibiting the
exercise of such Stock Option pursuant to this Agreement, and (ii) shall remain
exercisable until the date which is 180 days following the first such date on
which such Stock Option becomes exercisable pursuant to clause (i) of this
Section 3.1(c).
(d) If the Optionee wishes to exercise a Stock Option it shall, prior to
the expiration thereof, send a written notice to Stockholder identifying the
time and place for the closing of such purchase at least three but not more than
10 business days prior to such closing. On the date of such closing, Parent
shall deliver the Exercise Price multiplied by the total number of Option Shares
being acquired against delivery by Stockholders of all certificates representing
such Option Shares, duly endorsed or accompanied by appropriate instruments of
transfer. Upon such delivery by the Stockholders, good and valid title to such
Option Shares shall pass to and unconditionally vest in Purchaser, free and
clear of all Encumbrances whatsoever.
-4-
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Parent and Purchaser
as follows:
SECTION 4.1. DUE AUTHORIZATION, ETC. Such Stockholder has all requisite
power and authority to execute, deliver and perform this Agreement, to appoint
Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as Stockholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholder. This Agreement has been duly
executed and delivered by or on behalf of such Stockholder and constitutes a
legal, valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws and except
that the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for such
remedy may be brought. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such Stockholder of the transactions contemplated hereby.
SECTION 4.2. NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, (i)
conflict with or violate any trust agreement or other similar documents relating
to any trust of which such Stockholder is trustee, (ii) conflict with or violate
any law applicable to such Stockholder or by which such Stockholder or any of
such Stockholder's properties is bound or affected or (iii) 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,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any assets of such Stockholder, including, without limitation,
such Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
any of such Stockholder's assets is bound or affected, except, in the case of
clauses (ii) and (iii), for any such breaches, defaults or other occurrences
that would not prevent or delay the performance by such Stockholder of such
Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign,
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or delay
the performance by such Stockholder of such Stockholder's obligations under this
Agreement.
-5-
SECTION 4.3. TITLE TO SHARES. Such Stockholder is the sole record and
beneficial owner of its Shares, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity, option, proxy, voting restriction,
voting trust or agreement, understanding, arrangement, right of first refusal,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind ("Encumbrances"), other than restrictions imposed by the securities
laws or pursuant to this Agreement and the Merger Agreement.
SECTION 4.4. NO FINDER'S FEES. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder. Such Stockholder, on behalf of itself and its affiliates, hereby
acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby or by the Merger Agreement.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and warrant
to the Stockholders as follows:
SECTION 5.1. DUE ORGANIZATION, AUTHORIZATION, ETC. Purchaser and Parent
are duly organized, validly existing and in good standing under the laws of
their jurisdiction of incorporation. Purchaser and Parent have all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby by
each of Purchaser and Parent have been duly authorized by all necessary
corporate action on the part of Purchaser and Parent, respectively. This
Agreement has been duly executed and delivered by each of Purchaser and Parent
and constitutes a legal, valid and binding obligation of each of Purchaser and
Parent, enforceable against Purchaser and Parent in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.
SECTION 5.2. INVESTMENT INTENT. The Optionee is acquiring each Stock
Option and, if and when it exercises such Stock Option, will be acquiring the
Option Shares issuable upon the exercise thereof for its own account and not
with a view to distribution or resale in any manner which would be in violation
of the Securities Act.
-6-
ARTICLE VI.
MISCELLANEOUS
SECTION 6.1. DEFINITIONS. Terms used but not otherwise defined in this
Agreement have the meanings ascribed to such terms in the Merger Agreement.
SECTION 6.2. TERMINATION. This Agreement shall terminate and be of no
further force and effect (i) by the written mutual consent of the parties hereto
or (ii) automatically and without any required action of the parties hereto upon
the Effective Time. No such termination of this Agreement shall relieve any
party hereto from any liability for any breach of this Agreement prior to
termination.
SECTION 6.3. FURTHER ASSURANCE. From time to time, at another party's
request and without consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transaction contemplated by this Agreement.
SECTION 6.4. CERTAIN EVENTS. Each Stockholder agrees that this Agreement
and such Stockholder's obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including, without limitation, such Stockholder's heirs, guardians,
administrators, or successors. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all its obligations under
this Agreement.
SECTION 6.5. SPECIFIC PERFORMANCE. Each Stockholder acknowledges that if
such Stockholder fails to perform any of its obligations under this Agreement
immediate and irreparable harm or injury would be caused to Parent and Purchaser
for which money damages would not be an adequate remedy. In such event, each
Stockholder agrees that each of Parent and Purchaser shall have the right, in
addition to any other rights it may have, to specific performance of this
Agreement. Accordingly, if Parent or Purchaser should institute an action or
proceeding seeking specific enforcement of the provisions hereof, each
Stockholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Stockholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
SECTION 6.6. NOTICE. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, confirmation received, and (ii) on the third
business day after deposit in the U.S. mail, if mailed by registered or
certified mail (postage prepaid, return receipt requested), in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):
-7-
(a) If to Parent or Purchaser:
Information Holdings Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to a Stockholder, at the address set forth below such
Stockholder's name on Schedule I hereto.
SECTION 6.7. EXPENSES. All fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
SECTION 6.8. HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 6.9. 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 the transactions contemplated hereby is not affected in any manner
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 an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the maximum extent
possible.
SECTION 6.10. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement constitutes the entire agreement and supersede any and all other prior
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof, and this Agreement is not
intended to confer upon any other person any rights or remedies hereunder.
SECTION 6.11. ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise, except that Parent and Purchaser may assign all
or any of their rights
-8-
hereunder to any affiliate of Parent provided that no such assignment shall
relieve the assigning party of its obligations hereunder.
SECTION 6.12. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed entirely within that State.
SECTION 6.13. AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
SECTION 6.14. WAIVER. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.
SECTION 6.15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
-9-
IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have caused
this Agreement to be executed as of the date first written above.
INFORMATION HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
FLUID ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ADOBE VENTURES, L.P.
By: H&Q Adobe Ventures Management L.P.,
its general partner
By: /s/ Xxxxxxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxxxxx Xxxxxxxxxxx
Title: Attorney-in-fact
H&Q ESPS INVESTORS, L.P.
By: H&Q ESPS Investment Management Co. LLC,
as general partner
By: /s/ Xxxxxxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxxxxx Xxxxxxxxxxx
Title: Attorney-in-fact
/s/ R. Xxxxxxx Xxxx
---------------------------------------
R. Xxxxxxx Xxxx
/s/ Xxxxxxxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx
-10-
H&Q ADOBE VENTURES MANAGEMENT, L.P.
By: Granite Ventures, LLC,
as general partner
By: /s/ Xxxxxxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxxxxx Xxxxxxxxxxx
Title: Attorney-in-fact
ADOBE INCENTIVE PARTNERS, L.P.
By: Adobe Systems, Inc.,
as general partner
By: /s/ Xxxxxx Demo
-----------------------------------
Name: Xxxxxx Demo
Title: Senior Vice President and
Chief Financial Officer
-11-
SCHEDULE I
NAME AND ADDRESS OF STOCKHOLDER NUMBER OF SHARES OWNED
------------------------------- ----------------------
Adobe Ventures, L.P. 820,201
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
H&Q ESPS Investors, L.P. 2,900,000
0 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
H&Q Adobe Ventures Management, L.P. 49,799
0 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Adobe Incentive Partners, L.P. 4,930,000
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
R. Xxxxxxx Xxxx 250,000 under options
c/o Liquent, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Xxxxxxxxxxx X. Xxxxxxxxxx 50,000 and 5,000 under options
c/o Liquent, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
