**Exhibit 10.11**

 

**VOTINGAND PROXY AGREEMENT**

 

VOTING AND PROXYAGREEMENT, dated as of June 28, 2004 (this “Agreement”) among TheThomson Corporation, a Delaware corporation (“Parent”), and each otherperson and entity listed on the signature pages hereof (each, a “Stockholder”).

 

**RECITALS**

 

WHEREAS, as of thedate hereof, each Stockholder owns beneficially the number of shares of commonstock, $0.01 par value (the “Common Stock”), of Information HoldingsInc., a Delaware corporation (the “Company”), set forth opposite suchStockholder’s name on Schedule I hereto (all such shares owned andwhich may hereafter be acquired by such Stockholder during the Term (ashereinafter defined), whether upon the exercise of options or by means ofpurchase, dividend, distribution or otherwise, being referred to herein as the“Shares”);

 

WHEREAS, Parent,Thyme Corporation, a Delaware corporation and a subsidiary of Parent (“MergerSub”), and the Company have entered into an Agreement and Plan of Mergerdated as of the date hereof (as it may be amended or supplemented from time totime, the “Merger Agreement”) which provides, upon the terms and subjectto the conditions set forth therein, for the merger of Merger Sub with and intothe Company (the “Merger”); and

 

WHEREAS, as a conditionto the willingness of Parent and Merger Sub to enter into the Merger Agreementand in furtherance of the acquisition of the Company by Parent, Parent andMerger Sub have required that the Stockholders agree, and in order to induceParent and Merger Sub to enter into the Merger Agreement, each Stockholder hasagreed, severally and not jointly, to enter into this Agreement.

 

NOW, THEREFORE, inconsideration of the foregoing premises and agreements contained herein, theparties hereto agree as follows:

 

# **ARTICLE I.****TRANSFER AND VOTING OF SHARES**

#  

## 1.1.                              *Voting Agreement.*  Each Stockholder hereby agrees that from thedate hereof until the termination of this Agreement pursuant toSection 5.13 hereof (the “Term”), at any meeting of thestockholders of the Company, however called, and in any action by writtenconsent of the stockholders of the Company, such Stockholder shall vote theShares (A) in favor of the Merger, the Merger Agreement (as amended from timeto time) and the transactions contemplated by the Merger Agreement and anyactions required in furtherance thereof and (B) against any TakeoverProposal and any action, proposal, transaction or agreement that would resultin a breach in any respect of any covenant, representation or warranty or any otherobligation or agreement of the Company under the Merger Agreement or of suchStockholder under this Agreement, and (C) against any other action or proposalinvolving the Company or any of its Subsidiaries that is intended, or couldreasonably be expected, to prevent, impede, interfere with, delay, postpone,frustrate, nullify or adversely affect any provision of the Merger Agreement,this Agreement or any other agreement relating to the transactions contemplatedby the Merger Agreement, the Merger or any other transaction contemplated bythe Merger

 

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## Agreement orthis Agreement.  Any such vote shall becast or consent shall be given in accordance with such procedures relatingthereto so as to ensure that it is duly counted for purposes of determiningthat a quorum is present and for purposes of recording the results of such voteor consent.  Each Stockholder agrees notto enter into any agreement or commitment the effect of which would not be inaccordance or inconsistent with the provisions and agreements contained in thisAgreement.

##  

## 1.2.                              *Proxy*.

##  

### (a)                                  EachStockholder, by this Agreement, with respect to its Shares, does herebyconstitute and appoint Parent, or any nominee of Parent, with full power ofsubstitution, at any time during the Term, as its true and lawful attorney andproxy (its “Proxy”), for and in its name, place and stead, to vote, orcause to be voted, each of such Shares as its Proxy, at every annual, specialor other meeting, including any adjournments or postponements thereof, of thestockholders of the Company for the purpose of considering any matter referredto in Section 1.1 (including the right to sign its name (as stockholder)to any consent, certificate or other document relating to the Company that thelaw of the State of Delaware may permit or require).

###  

### (b)                                 THISPOWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF PARENT ANDMERGER SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT ANIRREVOCABLE POWER.  This appointment shallrevoke all prior powers of attorney and proxies appointed by any Stockholder atany time with respect to the Shares and no subsequent powers of attorney orproxies will be appointed by such Stockholder, or be effective, with respectthereto during the term of this Agreement. Except as otherwise provided for herein, each Stockholder hereby(A) ratifies and confirms all that the proxies appointed hereunder maylawfully do or cause to be done by virtue hereof and (B) affirms that suchirrevocable proxy is executed and intended to be irrevocable in accordance withthe provisions of Section 212(e) of the DGCL.

###  

# **ARTICLE II.**

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# **REPRESENTATIONSAND WARRANTIES OF THE STOCKHOLDERS**

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Each Stockholder, severally and not jointly, hereby represents andwarrants to Parent as follows:

 

## 2.1.                              *Due Organization and Authorization.*  If such Stockholder is a corporation orpartnership, (A) it is duly organized, validly existing and in good standingunder the laws of its organization or formation and has all requisite power toexecute and deliver this Agreement, to appoint Parent as its Proxy, toconsummate the transactions contemplated hereby and to carry out itsobligations hereunder and (B) the execution and delivery of this Agreement, theappointment of Parent as such Stockholder’s Proxy and the consummation of thetransactions contemplated hereby have been duly authorized by all necessaryaction on the part of such Stockholder. This Agreement has been duly executed and delivered by or on behalf ofsuch Stockholder and, assuming its due authorization, execution and delivery byParent, constitutes a

 

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## legal, validand binding obligation of such Stockholder, enforceable against suchStockholder in accordance with its terms.

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## 2.2.                              *No Conflicts, Required Filings and Consents*.

##  

### (a)                                  Theexecution and delivery of this Agreement by such Stockholder does not, and theperformance of such Agreement by such Stockholder will not, (A) conflict with,contravene or violate any law, regulation, court order, judgment or decreeapplicable to such Stockholder or by which such Stockholder or any of suchStockholder’s property is bound or affected, (B) in the case of any partnershipor corporation, violate or conflict with its organizational documents or (C)require any consent under or result in any violation or breach of or constitutea default (or an event which with notice or lapse of time or both would becomea default) under, or give to others any rights of termination, cancellation oracceleration of, or result in the creation of a lien or Encumbrance (ashereinafter defined) on any of the property or assets of such Stockholder,including the Shares, pursuant to any contract, instrument, permit, license,franchise or understanding to which such Stockholder is a party or by whichsuch Stockholder or such Stockholder’s property is bound or affected, exceptfor any conflicts, violations, breaches or defaults, terminations,cancellations or rights of terminations or cancellation, which, assuming theexercise of any rights of termination or cancellation, for any such breaches,defaults or other occurrences that would not prevent or delay the performanceby such Stockholder of its obligations under this Agreement.

###  

### (b)                                 Theexecution and delivery of this Agreement by such Stockholder does not, and theperformance of this Agreement by such Stockholder will not, require any waiver,consent, approval or authorization of any Governmental Entity, except for (A)any information filings required, if any, under Sections 13 and 16 of theExchange Act and (B) termination of any waiting period applicable under anyAntitrust Law.

###  

## 2.3.                              *Title to Shares.*  Each Stockholder is the sole, record and beneficial owner of itsShares, free and clear of any pledge, lien, security interest, mortgage,charge, claim, equity, option, proxy, voting restriction, right of firstrefusal, limitation on disposition, adverse claim of ownership or use orencumbrance of any kind (“Encumbrances”), except as may arise pursuantto this Agreement.  Each Stockholder hassole right and power to vote or to dispose its Shares, without any limitations,qualifications or restrictions except for restrictions on transfer under theSecurities Act.  The shares listed on Schedule Iconstitute all of the Shares of each Stockholder and, except as set forth in Schedule I,such Stockholder does not own or hold (beneficially or of record) (A) anyadditional shares, or any options to purchase or right to acquire anyadditional shares, of capital stock or other securities issued by the Company,or any interest therein, or (B) any voting rights with respect to any shares ofcapital stock or other securities of the Company.   The Shares do not constitute community property or otherwiseneed spousal approval in order for this Agreement to be a legal, valid andbinding obligation of such Stockholder.

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# **ARTICLE III.**

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# **REPRESENTATIONSAND WARRANTIES OF PARENT**

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Parent represents and warrants to each Stockholder as follows:

 

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## 3.1.                              *Due Organization and Authorization.*  Parent is a corporation duly organized,validly existing and in good standing under the laws of the state of itsincorporation.  Parent has all requisitecorporate power to execute and deliver this Agreement, to consummate thetransactions contemplated hereby and to carry out its obligationshereunder.  The execution and deliveryof this Agreement and the consummation of the transactions contemplated herebyhave been duly authorized by all necessary corporate action on the part ofParent.  This Agreement has been dulyexecuted and delivered by Parent and, assuming its due authorization, executionand delivery by each Stockholder, constitutes a legal, valid and bindingobligation of Parent, enforceable against Parent in accordance with its terms.

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# **ARTICLE IV.**

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# **COVENANTSOF STOCKHOLDERS**

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## 4.1.                              *Non-Solicitation*.  Each Stockholder covenants and agrees thatin its capacity as a stockholder of the Company, it shall direct and usereasonable efforts to cause its partners, officers, directors, representativesand agents (“Representatives”) to immediately cease any discussions ornegotiations with any Third Party that may be ongoing with respect to aTakeover Proposal.  Each Stockholdercovenants and agrees that in its capacity as a stockholder of the Company itshall not, nor shall it permit or authorize any of its Representatives to,directly or indirectly, (A) solicit, initiate or encourage any inquiriesor the making of any proposal which constitutes, or may reasonably be expectedto lead to, any Takeover Proposal or (B) participate in any discussions ornegotiations regarding any Takeover Proposal.

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## 4.2.                              *Notice*. Each Stockholder will promptly advise Parent orally or in writing of anyrequest for information or of any Takeover Proposal received by suchStockholder (in its capacity as a stockholder of the Company) and the materialterms and conditions of such request or Takeover Proposal, provided, however,that any notification by the Board of Directors of the Company (the “Board”)to Parent pursuant to the Merger Agreement regarding the same request forinformation or Takeover Proposal shall satisfy the Stockholders’ obligationsunder this Section 4.2.

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## 4.3.                              *No Disposition or Encumbrance of Shares and Options.*  Each Stockholder hereby covenants and agreesthat, during the Term, it shall not, and shall not offer or agree to, sell,transfer, tender, assign, hypothecate or otherwise dispose of, or create orpermit to exist any Encumbrance on, the Shares owned by such Stockholder duringthe Term.

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## 4.4.                              *Waiver of Appraisal Rights*.  Each Stockholder hereby waives any rights ofappraisal or rights to dissent from the Merger under Section 262 of theDGCL.

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## 4.5.                              *Further Assurances*.  Each Stockholder shall perform such furtheracts and execute such further documents and instruments as may reasonably berequired to vest in Parent the power to carry out and give effect to theprovisions of this Agreement.  EachStockholder shall not, nor shall such Stockholder act in concert with anyPerson to, make or in any manner participate in, directly or indirectly, a“solicitation” of “proxies” (as such terms are used in the Exchange Act) orpowers of attorney or similar rights to vote, or seek to advise or influenceany Person with respect to the voting of, the Shares or any other shares ofcapital stock of the Company in connection with any vote or other action on anymatter, other than to recommend

 

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## thatstockholders of the Company vote in favor of the Merger and the MergerAgreement and otherwise as expressly provided by Section 1 of thisAgreement.  Other than as provided bySection 1 of this Agreement, each Stockholder shall not, nor shall such Stockholderact in concert with any Person to, (A) deposit the Shares in a voting trust orsubject any of the Shares to any contract, agreement, option, arrangement orunderstanding with any Person with respect to the voting of such Shares or (B)grant any proxy or power of attorney with respect to the Shares.   Each Stockholder shall not issue any pressrelease or make any other public statement with respect to the Merger Agreementor this Agreement or the Merger or any other transaction contemplated by theMerger Agreement, without the prior written consent of Parent, except as may berequired by any applicable law.  EachStockholder hereby gives any consents or waivers that are reasonably requiredfor the consummation of the Merger under the terms of any agreement to whichsuch Stockholder is a party or pursuant to any rights such Stockholder may havein its capacity as a stockholder of the Company.  Such Stockholder hereby permits the Company to publish anddisclose in the Proxy Statement such Stockholder’s identity and ownership ofthe Shares and the nature of such Stockholder’s commitments, arrangements andunderstandings under this Agreement.

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## 4.6.                              *Release*. Notwithstanding anything to the contrary in Section 6.8 of theMerger Agreement, each Stockholder on behalf of himself or itself and his orits successors, assigns and Affiliates, with respect to each and every Claimthat such Stockholder (or any of such Persons) may have had prior to, or may ator following the Effective Time have, against any of the Releasees (A)effective as of the Effective Time, irrevocably, unconditionally and completelyreleases, acquits and forever discharges each of the Releasees from any suchClaim, and irrevocably, unconditionally and completely waives and relinquishessuch Claim and (B) effective as of the date hereof, covenants not to sue ormake any kind of demand or provide any kind of notice or undertaking withrespect to any such Claim.  “Releasees”means (A) Parent; (B) the Company; (C) each Subsidiary of the Company, (D) eachAffiliate of Parent and, after the Effective Time, of the Company; and (E) thesuccessors, assigns and past, present and future directors, officers, agents,attorneys and representatives of the respective entities identified orotherwise referred to in clauses (A) through (D) of this definition.  “Claim” means any dispute, claim,suit, right, damages, judgments, expenses, affirmative defenses, actions andcauses of action of every kind and nature, in law, equity or otherwise, thatrelates to the matters set forth on Schedule II, whether broughtpursuant to common law, statute, agreement, any insurance policy held by theCompany or any of its Subsidiaries, the Certificate of Incorporation, Bylaws orsimilar organizational documents of the Company or any of its Subsidiaries, theDGCL or otherwise.  Each Stockholderacknowledges that the releases set forth in this Section 4.6 have provideda material inducement to Parent’s willingness to enter into the MergerAgreement and without such releases Parent would not have been willing to enterinto the Merger Agreement, which agreement provides to the Stockholderssubstantially benefit and accordingly each Stockholder willingly grants thisrelease in consideration therefor and for other good and valuableconsideration, receipt of which is hereby acknowledged.

 

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# **ARTICLE V.**

#  

# **MISCELLANEOUS**

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## 5.1.                              *Definitions*.  All capitalized terms used but not otherwise defined in thisAgreement have the meanings assigned to such terms in the Merger Agreement.

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## 5.2.                              *Non-Survival of Representations, Warranties andAgreements.*  Upon terminationof this Agreement, as further set forth in Section 5.13 hereof, allrepresentations, warranties and agreements made by the parties to thisAgreement shall terminate; provided, that the provision set forth inSection 4.6 shall survive termination upon the Effective Time and theprovisions of this Article V hereof shall survive any termination of thisAgreement.

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## 5.3.                              *Expenses.* Except as otherwise provided herein, all costs and expenses incurred inconnection with the transactions contemplated by this Agreement shall be paidby the party incurring such costs and expenses.

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## 5.4.                              *Notices.* All notices and other communications given or made pursuant hereto shallbe in writing and shall be deemed to have been duly given or made (A) as of thedate delivered or sent by facsimile if delivered personally or by facsimile,confirmation received, (B) on the first Business Day following the date ofdispatch if delivered by a recognized next-day courier service and (C) on thethird Business Day after deposit in the U.S. mail, if mailed by registered orcertified mail (postage prepaid, return receipt requested), in each case to theparties at the following addresses (or at such other address for a party asshall be specified by like notice, except that notices of changes of addressshall be effective upon receipt):

##  

If to a Stockholder, at the address or facsimile number of suchStockholder set forth on Schedule I, with a copy (which shall notconstitute notice) to:

 

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY  10019

Attention:  Steven J. Gartner,Esq.

Facsimile No.:  (212) 728-9222

 

If to Parent:

The Thomson Corporation

Metro Center

One Station Place

Stamford, Connecticut  06902

Attention: Carl Tobiasen

Facsimile: (203) 539-7552

 

With a copy(which shall not constitute notice) to:

 

Covington & Burling

1330 Avenue of the Americas

New York, New York  10019

 

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Attention: J. D. Weinberg, Esq.

Facsimile No.:   (646)441-9037

 

and

 

The Thomson Corporation

Metro Center

One Station Place

Stamford, Connecticut  06902

Attention: Darren Pocsik, Esq.

Facsimile No.:  (203) 357-9762

 

## 5.5.                              *Severability.*  If any term or other provision of this Agreement is invalid, illegalor incapable of being enforced by any rule of law, or public policy, all otherconditions and provisions of this Agreement shall nevertheless remain in fullforce and effect so long as the economic or legal substance of the transactionscontemplated hereby is not affected in any manner adverse to any party.  Upon any determination that any term orother provision is invalid, illegal or incapable of being enforced, the partieshereto shall negotiate in good faith to modify this Agreement so as to effectthe original intent of the parties as closely as possible in an acceptablemanner to the end that the transactions contemplated hereby are fulfilled tothe maximum extent possible.

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## 5.6.                              *Counterparts.*  This Agreement may be executed by the parties hereto in separatecounterparts (including by facsimile), each of which when so executed anddelivered shall be an original, but all such counterparts shall togetherconstitute one and the same instrument.

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## 5.7.                              *Amendment and Waiver*.  This Agreement may not be amended, except byan instrument in writing signed by the parties hereto, and any provision hereinmay not be waived by any party except as set forth in an instrument in writingsigned by such party.

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## 5.8.                              *Assignment, Binding Effect.*  Neither this Agreement nor any of therights, interests or obligations hereunder shall be assigned by any of theparties hereto (whether by operation of law or otherwise) without the priorwritten consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding uponand shall inure to the benefit of the parties hereto and their respectivesuccessors and assigns.  Notwithstandinganything contained in this Agreement to the contrary, nothing in this Agreement,expressed or implied, is intended to confer on any person other than theparties hereto or their respective successors and assigns any rights, remedies,obligations or liabilities under or by reason of this Agreement.

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## 5.9.                              *Specific Performance.*  The parties hereto agree that irreparabledamage would occur in the event that any of the provisions of this Agreementwas not performed in accordance with its specific terms or was otherwisebreached.  It is accordingly agreed thatthe parties shall be entitled to an injunction or injunctions to preventbreaches of this Agreement and to enforce specifically the terms and provisionshereof in any Delaware Court, this being in addition to any other remedy towhich they are entitled at law or in equity.

 

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## 5.10.                        *Governing Law.*  This agreement shall be governed by, and construed in accordance,with the laws of the State of Delaware, without regard to its rules of conflictof laws.

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## 5.11.                        *Headings.* The headings contained in thisAgreement are for reference purposes only and shall not affect in any way themeaning or interpretation of this Agreement.

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## 5.12.                        *Stockholder’s Capacity*.  Except for the provisions set forth inSection 4.6, notwithstanding any provision of this Agreement to thecontrary, each Stockholder executes this Agreement in his capacity as thebeneficial owner of such Stockholder’s Shares. Except for the provisions set forth in Section 4.6, no Stockholdernor any of its Representatives who is an officer or member of the Board shallbe deemed to have made any agreement or understanding in this Agreement,including but not limited to those agreements set forth in Sections 4.1 and4.2, in his capacity as such officer or member of the Board.  Without limiting the generality of theforegoing, except for the provisions set forth in Section 4.6, nothing inthis Agreement, including without limitation Sections 4.1 and 4.2, shallprevent or in any way limit such person from taking any action in his capacityas an officer or member of the Board, including without limitation any actionspermitted under Section 5.2 and Section 6.1 of the Merger Agreement.

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## 5.13.                        *Termination.*  This Agreement shall terminate and be of no further force andeffect, (A) by the written mutual consent of the parties hereto, (B) automaticallyand without any required action of the parties hereto upon the Effective Time,(C) upon Termination of the Merger Agreement in accordance with its terms or(D) with respect to any Stockholder, any amendment to the Merger Agreement thatreduces the amount of the Merger Consideration; provided, that theprovision set forth in Section 4.6 shall survive termination upon theEffective Time and the provisions of this Article V hereof shall surviveany termination of this Agreement; and provided, further**that no such termination shall relieve any party ofliability for a willful breach hereof prior to termination.

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## 5.14.                        *Entire Agreement.*  This Agreement and any documents deliveredby the parties in connection herewith constitute the entire agreement among theparties with respect to the subject matter hereof and supersede all prioragreements and understandings among the parties with respect thereto.

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## 5.15.                        *Waiver of Jury Trial. *Each party hereto hereby waives, to the fullest extentpermitted by applicable law, any right it may have to a trial by jury inrespect of any suit, action or other proceeding directly or indirectly arisingout of, under or in connection with this Agreement. Each party hereto (a)certifies that no representative, agent or attorney of any other party hasrepresented, expressly or otherwise, that such party would not, in the event ofany action, suit or proceeding, seek to enforce the foregoing waiver and (b)acknowledges that it and the other parties hereto have been induced to enterinto this Agreement, by, among other things, the mutual waiver andcertifications in this Section 5.15.

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## 5.16.                        *Jurisdiction. *Each of the parties hereto (i) consents to submit itself tothe personal jurisdiction of any state or federal court located in the State ofDelaware, in the event any dispute arises out of this Agreement or any of thetransactions contemplated by this Agreement, (ii) agrees that it will notattempt to deny or defeat such personal jurisdiction by motion or other requestfor leave from any such court, (iii) agrees that it will not bring any actionrelating to this Agreement or any of the transactions contemplated by thisAgreement in any

 

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## court otherthan a state or federal court located in the State of Delaware and (iv)irrevocably waives, to the fullest extent permitted by applicable law, anyobjection that it may now or hereafter have to the laying of the venue of anysuch suit, action or proceeding in any such court or that any such suit, actionor proceeding which is brought in any such court has been brought in aninconvenient forum.  Each of the parties heretoirrevocably consents to the service of any and all legal process, summonses,notices and other documents which may be served in any suit, action orproceeding referred to in Section 5.16, which service may be made in anymanner provided for the giving of notices in Section 5.4, provided thatnothing in this Section 5.16 shall affect the right of any party to serveany such legal process, summons, notice or other document in any other mannerpermitted by law.

 

[**Signature Pages Follow**.]

 

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IN WITNESS WHEREOF, Parent has caused this Agreement to be executed byits officer thereunto duly authorized and each Stockholder has caused thisAgreement to be executed, or duly executed by an authorized signatory, all asof the date first written above.

 
|   | **The Thomson Corporation**        |
|--------|------------------------------------|
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ D.J. Hulland |   |
|   |                               | Name:  D.J. Hulland |
|   |                               | Title: SVP, Finance |
|   |                               |   |
|   |                               |   |
|   | **WARBURG, PINCUS VENTURES, L.P.** |
|   |                               |   |
|   |                               |   |
|   | By:                                | Warburg Pincus & Co., |
|   |                               | Its General Partner |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Sidney Lapidus |   |
|   |                               | Name: |
|   |                               | Title: |
|   |                               |   |
|   |                               |   |
|   | /s/ Mason P. Slaine                |   |
|   | **Mr. Mason P. Slaine**            |
|        |                                    |  |  |  |

 

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**SCHEDULE I**

 

 
| **Name and Address of Stockholder**                                                                                                                        |   | **Number of  Shares Owned** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|
| Warburg, Pincus Ventures, L.P.(1)  466 Lexington Avenue  New York, NY  10017  Attn:  Mr. Sid Lapidus  Facsimile No.:  (212) 878-9100        |   | 6,804,762                   |   |
| Mr. Mason P. Slaine   c/o Information Holdings Inc.  2777 Summer Street, Suite 602  Stamford, Connecticut  06905  Facsimile No.:  (203) 961-1431 |   | 2,000,000                   | (2)    |

 

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(1)  The sole general partner of Warburg, Pincus Ventures,L.P. (“WPV”) is Warburg Pincus & Co., a New York generalpartnership (“WP”). Warburg Pincus LLC, a New York limited liabilitycompany (“WP LLC”), manages WPV. Mr.  Sidney Lapidus and Mr. JohnVogelstein are general partners of WP and members of WP LLC.  Due to their relationship with WPV, Messrs.Lapidus and Vogelstein may be deemed to beneficially own such shares owned byWPV.  Messrs. Lapidus and Vogelsteinhave disclaimed all beneficial ownership of all shares owned by WPV.

 

(2)  Includes 400,000 shares issuable upon exercise ofoptions that are vested and exercisable.

 

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**SCHEDULE II**

 

1.  *Venturetek, L.P. v. Rand Publishing Co.*,*et al*,Index No. 605046/98 (Sup. Ct. N.Y. Cty.), including all appeals and relatedproceedings.

 

2.  *Venturetek, L.P. v.**InformationHoldings Inc.*, Index No. 604416/02 (Sup. Ct. N.Y. Cty.), includingall appeals and related proceedings.

 

3.  All Claims related to orarising from the foregoing litigations or proceedings.

 

4.  All Claims related to orarising from the facts alleged in the foregoing litigations or proceedings, orsubstantially similar facts.

 

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