Explanation of Responses:
Explanation of Responses:
(1) Sold by Mitco Limited (2) Owned directly by Mitco Limited. Owned indirectly by Morningside CyberVentures Holdings Limited and Verrall Limited, as trustee of The NTX-II Trust. (3) See Table I Attached (4) Maxtech entered into a Variable Prepaid Forward Agreement (the "Agreement") relating to a total of 1,500,000 shares of Common Stock (the "Base Number of Shares"). The Agreement provides that Maxtech will be required to deliver the Base Number of Shares to CSFB Capital LLC ("CSFB") in August 2004 except that the number of shares to be delivered will be reduced (if applicable and subject to applicable adjustments) if the average price of the Company's shares is between $25.8145 and $36.78 for a specified period prior to the delivery date. (5) See Table II Attached.
(3) Table I
| Name and Address of Beneficial Owner | Title of Security | Amount of Securities Beneficially Owned Following Last Reported Transaction | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
| Maxtech Enterprises Limited c/o MTI Administration Limited 22nd Floor, Hang Lung Centre 0-00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxx, Xxxx Xxxx |
Xxxxxx Xxxxx | 6,360,219 | D | |
| Morningside Technologies, Inc. 22nd Floor, Hang Lung Centre 0-00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxx, Xxxx Xxxx |
Common Stock | 6,360,219 | I | Sole stockholder of Maxtech Enterprises Limited |
| Mitco Limited 2nd Floor, Le Prince xx Xxxxxx 0-0 Xxxxxx xxx Xxxxxxxxxxx XX 00000 Xxxxxx |
Common Stock | 183,800 | D | |
| Morningside CyberVentures Holdings Limited 2nd Floor, Le Prince xx Xxxxxx 0-0 Xxxxxx xxx Xxxxxxxxxxx XX 00000 Xxxxxx |
Common Stock | 6,544,019 | I | Sole stockholder of each of Morningside Technologies, Inc. and Mitco Limited |
| Verrall Limited, as trustee of The NTX-II Trust C/x Xxxxxxxxx, Xxxxxxxxxxx & Co. 00/00 Xxxxx Xxxxxx Xxxxxxx XX0 0XX Isle of Man |
Common Stock | 6,544,019 | I | Sole stockholder of Morningside CyberVentures Holdings Limited. Verrall Limited controls, directly or indirectly, through The NTX-II Trust, a 100% ownership interest in each of Maxtech Enterprises Limited and Mitco Limited. |
(5) Table II
| Name and Address of Beneficial Owner | Title of Security | Amount of Derivative Securities Beneficially Owned Following Last Reported Transaction | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
| Maxtech Enterprises Limited c/o MTI Administration Limited 22nd Floor, Hang Lung Centre 0-00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxx, Xxxx Xxxx |
Variable prepaid forward | 1,500,000 | D | |
| Morningside Technologies, Inc. 22nd Floor, Hang Lung Centre 0-00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxx, Xxxx Xxxx |
Variable prepaid forward | 1,500,000 | I | Sole stockholder of Maxtech Enterprises Limited |
| Morningside CyberVentures Holdings Limited 2nd Floor, Le Prince xx Xxxxxx 0-0 Xxxxxx xxx Xxxxxxxxxxx XX 00000 Xxxxxx |
Variable prepaid forward | 1,500,000 | I | Sole stockholder of each of Morningside Technologies, Inc. and Mitco Limited |
| Verrall Limited, as trustee of The NTX-II Trust C/x Xxxxxxxxx, Xxxxxxxxxxx & Co. 00/00 Xxxxx Xxxxxx Xxxxxxx XX0 0XX Isle of Man |
Variable prepaid forward | 1,500,000 | I | Sole stockholder of Morningside CyberVentures Holdings Limited. Verrall Limited controls, directly or indirectly, through The NTX-II Trust, a 100% ownership interest in each of Maxtech Enterprises Limited and Mitco Limited. |
