Exhibit 4.1


TENDER
AND VOTING AGREEMENT


THIS TENDER AND VOTING AGREEMENT
(this “Agreement”) dated May 29, 2007, is entered into between Genzyme
Corporation, a Massachusetts corporation (“Parent”), Wichita Bio Corporation, a
Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Sub”),
and _________________________, (“Shareholder”), with respect to (i) the shares
of common stock, par value $0.001 per share (the “Company Common Stock”), of
Bioenvision, Inc. a Delaware corporation (the “Company”), (ii) the shares of
the Company’s Series A Convertible Participating Preferred Stock, $0.001 par
value per share (the “Company Convertible Preferred Stock”), (iii) all
securities exchangeable, exercisable or convertible into Company Common Stock
or Company Convertible Preferred Stock, and (iv) any securities issued or
exchanged with respect to such shares of Company Common Stock or Company
Convertible Preferred Stock, and upon any recapitalization, reclassification,
merger, consolidation, spin-off, partial or complete liquidation, stock
dividend, split-up or combination of the securities of the Company or upon any
other change in the Company’s capital structure, in each case whether now owned
or hereafter acquired by the  Shareholder
(collectively, the “Securities”).


W
I T N E S S E T H:


WHEREAS, Parent, Sub and the
Company have entered into an Agreement and Plan of Merger dated as of the date
hereof (as the same may be amended or supplemented, other than to lower the
price to be paid in the Offer or Merger, the “Merger Agreement”) pursuant to
which Sub has agreed to make a cash tender offer described therein and
thereafter merge with and into the Company (the “Merger”) with the result that
the Company becomes a wholly owned subsidiary of Parent;


WHEREAS, as of the date hereof,
Shareholder beneficially owns and has the power to dispose of the Securities
set forth on Schedule I hereto and has the power to vote the shares of Company
Common Stock or Company Convertible Preferred Stock set forth thereon;


 WHEREAS,
Parent and Sub desire to enter into this Agreement in connection with their
efforts to consummate the acquisition of the Company; and


 WHEREAS, capitalized terms used in this Agreement and not
defined have the meaning given to such terms in the Merger Agreement.


NOW, THEREFORE, in contemplation
of the foregoing and in consideration of the mutual agreements, covenants,
representations and warranties contained herein and intending to be legally
bound hereby, the parties hereto agree as follows:



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1.             Certain
Covenants.


1.1           Lock-Up.  Subject to Section 1.5, except as
contemplated by the Merger Agreement, Shareholder hereby covenants and agrees
that between the date hereof and the Termination Date, Shareholder will not (a)
directly or indirectly, sell, transfer, assign, pledge, hypothecate, tender,
encumber or otherwise dispose of or limit its right to vote in any manner any
of the Securities, or agree to do any of the foregoing, or (b) take any action
which would have the effect of preventing or disabling Shareholder from
performing its obligations under this Agreement.  Notwithstanding the foregoing, in connection
with any transfer not involving or relating to any Acquisition Proposal (as
defined in the Merger Agreement), Shareholder may transfer any or all of the
Securities as follows: (i) in the case of a Shareholder that is an entity, to
any subsidiary, partner or member of Shareholder, and (ii) in the case of an
individual Shareholder, to Shareholder’s spouse, ancestors, descendants or any
trust for any of their benefits or to a charitable trust; provided,
however, that in any such case, prior to and as a condition to the
effectiveness of such transfer, (x) each person to which any of such Securities
or any interest in any of such Securities is or may be transferred (a) shall
have executed and delivered to Parent and Sub a counterpart to this Agreement
pursuant to which such person shall be bound by all of the terms and provisions
of this Agreement, and (b) shall have agreed in writing with Parent and Sub to
hold such Securities or interest in such Securities subject to all of the terms
and provisions of this Agreement, and (y) this Agreement shall be the legal,
valid and binding agreement of such person, enforceable against such person in
accordance with its terms.


1.2           No Solicitation.  Between the date hereof and the Termination
Date, except as otherwise permitted by Section 5.2 of the Merger Agreement,
neither the Shareholder nor any director, officer, agent, representative,
employee, affiliate or associate (collectively, “Representatives”) of
Shareholder shall, directly or indirectly, (a) solicit, initiate or encourage
the submission of any Acquisition Proposal or of any other sale, transfer,
pledge or other disposition or conversion of any of the Securities or of any of
the other debt or equity securities of the Company, or (b) participate in or
knowingly encourage any discussions or negotiations regarding, or furnish to
any person any non-public information with respect to, enter into any agreement
with respect to, 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 any other sale, transfer, pledge or other
disposition or conversion of any of the Securities or of any of the other debt
or equity securities of the Company, in any case, from, to or with any person
other than Parent or Sub.  Shareholder
will immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any such other parties conducted heretofore
with respect to any of the foregoing. 
Shareholder will notify Parent immediately if any party contacts the
Shareholder following the date hereof (other than Parent and Sub) concerning
any Acquisition Proposal or any other sale, transfer, pledge or other
disposition or conversion of any of the Securities or of any of the other debt
or equity securities of the Company.


1.3           Certain Events.  This Agreement and the obligations hereunder
will attach to the Securities and will be binding upon any person to which
legal or beneficial ownership of any or all of the Securities passes, whether
by operation of Law or otherwise, including without limitation, the Stockholder’s
successors or assigns.  This Agreement
and the obligations hereunder will also attach to any additional shares of
Company Common Stock or other 



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Securities of the Company issued to or acquired by the Stockholder.


1.4           Grant
of Proxy; Voting Agreement.


(a)           The Shareholder has revoked or
terminated any proxies, voting agreements or similar arrangements previously
given or entered into with respect to the Securities and hereby irrevocably
appoints Parent as proxy for Shareholder to vote the Securities for Shareholder
and in Shareholder’s name, place and stead, at any annual, special or other
meeting or action of the shareholders of the Company, as applicable, or at any
adjournment thereof or pursuant to any consent of the shareholders of the
Company, in lieu of a meeting or otherwise, whether before or after the closing
of the Offer (as defined in the Merger Agreement), for the adoption and
approval of the Merger Agreement and the Merger.  The parties acknowledge and agree that
neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions,
employees, officers, directors, shareholders, agents and affiliates shall owe
any duty to, whether in law or otherwise, or incur any liability of any kind
whatsoever, including without limitation, with respect to any and all claims,
losses, demands, causes of action, costs, expenses (including reasonable
attorney’s fees) and compensation of any kind or nature whatsoever to the
Shareholder in connection with  or as a
result of any voting by Parent of the Securities subject to the irrevocable
proxy hereby granted to Parent at any annual, special or other meeting or
action or the execution of any consent of the shareholders of the Company.  The parties acknowledge that, pursuant to the
authority hereby granted under the irrevocable proxy, Parent may vote the
Securities in furtherance of its own interests, and Parent is not acting as a
fiduciary for the Shareholder.


(b)           Notwithstanding the foregoing grant
to Parent of the irrevocable proxy, if Parent elects not to exercise its rights
to vote the Securities pursuant to the irrevocable proxy, Shareholder agrees to
vote the Securities during the term of this Agreement in favor of or give its
consent to, as applicable, a proposal to adopt and approve the Merger Agreement
and the Merger as described in Section 1.4(a) at any annual, special or other
meeting or action of the shareholders of the Company, in lieu of a meeting or
otherwise.


(c)           This irrevocable proxy shall not be
terminated by any act of the Shareholder or by operation of law, whether by the
death or incapacity of the Shareholder or by the occurrence of any other event
or events (including, without limiting the foregoing, the termination of any
trust or estate for which Shareholder is acting as a fiduciary or fiduciaries
or the dissolution or liquidation of any corporation or partnership).  If between the execution hereof and the
Termination Date, Shareholder should die or become incapacitated, or if any
trust or estate holding the Securities should be terminated, or if any
corporation or partnership holding the Securities should be dissolved or
liquidated, or if any other such similar event or events shall occur before the
Termination Date, certificates representing the Securities shall be delivered
by or on behalf of Shareholder in accordance with the terms and conditions of
the Merger Agreement and this Agreement, and actions taken by the Parent
hereunder shall be as valid as if such death, incapacity, termination,
dissolution, liquidation or other similar 



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event or events had not occurred, regardless of
whether or not the Parent has received notice of such death, incapacity,
termination, dissolution, liquidation or other event.


1.5           Tender of
Securities.  Shareholder agrees, in
exchange for the consideration described in the Merger Agreement, to tender the
Securities to Sub in the Offer as soon as practicable following the
commencement of the Offer, and in any event not later than five (5) business
days following the commencement of the Offer, and Shareholder shall not
withdraw any Securities so tendered unless the Offer is terminated.


1.6           Public
Announcement.  Shareholder shall
consult with Parent before issuing any press releases or otherwise making any
public statements with respect to the transactions contemplated herein and
shall not issue any such press release or make any such public statement
without the approval of Parent, except as may be required by Law, including any
filings with the Securities and Exchange Commission (the “SEC”) pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This Section 1.6 shall terminate and be null
and void upon the earlier of (i) the Termination Date and (ii) consummation of
the Merger.


1.7           Disclosure.  Shareholder hereby authorizes Parent and Sub
to publish and disclose in any announcement or disclosure required by the SEC,
Nasdaq or the American Stock Exchange or any other national securities exchange
and in the Offer Documents and, if necessary, the Proxy Statement (each as
defined in the Merger Agreement), (including all documents and schedules filed
with the SEC in connection with either of the foregoing), its identity and
ownership of the Securities and the nature of its commitments, arrangements and
understandings under this Agreement.  Parent
and Sub hereby authorize Shareholder to make such disclosure or filings as may
be required by the SEC or the NASDAQ or any other national securities exchange.


1.8           Matters
Pertaining to Company Convertible Preferred Stock.  Reference is hereby made to that certain
Certificate of Designations, Preferences and Rights of the Series A Convertible
Preferred Stock to the Company’s certificate of incorporation filed with the
Secretary of State of the State of Delaware on or about May 7, 2002 (as
originally adopted and as the same may have been or may be amended, modified,
supplemented or restated from time to time in accordance with its terms, the “Certificate
of Designations”).  With respect to any
shares of Company Convertible Preferred Stock held (beneficially or of record)
by the Shareholder, the Shareholder hereby irrevocably acknowledges and agrees
with the following solely in connection with the Offer, the Merger and the
other transactions contemplated by the Merger Agreement:  (i) the Offering constitutes a Deemed
Liquidation (as defined in Section 5(c) of the Certificate of Designations) and
such Shareholder irrevocably waives the right to receive any amounts under
Section 5(a) of the Certificate of Designations; (ii) such Shareholder waives
such Shareholder’s “opt out” right set forth in the second sentence of Section
5(c) of the Certificate of Designations; (iii) such Shareholder elects to
receive the amounts payable with respect to such Shareholder’s shares of
Company Convertible Preferred Stock under the Merger Agreement (and not the
amounts described in clause (i) of the third sentence of Section 5(c) of the
Certificate of Designations); (iv) such Shareholder waives the right to any
notice under Section 5(d) of the Certificate of Designations; (v) such
Shareholder waives the rights provided to such Shareholder under Section 6 of
the Certificate of Designations; and (vi) such Shareholder consents to the 



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Offer, the Merger and the other transactions contemplated by the Merger
Agreement for all purposes under Section 9 of the Certificate of Designations.  The foregoing consents and waivers shall be
irrevocable at all times prior to the Termination Date.


2.             Representations
and Warranties of Shareholder. 
Shareholder hereby represents and warrants to Parent and Sub, as of the
date hereof and as of the date Sub purchases shares of Company Capital Stock
pursuant to the Offer, that:


2.1           Ownership.  Shareholder has good and marketable title to,
and is the sole legal and beneficial owner of the Securities, in each case free
and clear of all liabilities, claims, liens, options, proxies, charges,
participations and encumbrances of any kind or character whatsoever, other than
those arising under the securities laws or under the Company’s governance
documents or under any Registration Rights Agreement between the Company and
Shareholder (collectively, “Liens”).  At
the time Sub purchases shares of Company Capital Stock pursuant to the Offer,
Shareholder will transfer and convey to Parent or its designee good and
marketable title to the shares of Company Capital Stock included in the
Securities, free and clear of all Liens created by or arising through
Shareholder.


2.2           Authorization.  Shareholder has all requisite power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and has sole voting power and sole power of
disposition, with respect to the Securities with no restrictions on its voting
rights or rights of disposition pertaining thereto.  Shareholder has duly executed and delivered
this Agreement and this Agreement is a legal, valid and binding agreement of
Shareholder, enforceable against Shareholder in accordance with its terms.  If the Shareholder is married and the
Securities constitute community property, this Agreement has been duly
authorized, executed and delivered by the Shareholder’s spouse, and this
Agreement is a legal, valid and binding agreement of the Shareholder’s spouse,
enforceable against the Shareholder’s spouse in accordance with its terms.


2.3           No Violation.  Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (a)
require the Shareholder to file or register with, or obtain any permit,
authorization, consent or approval of, any governmental agency, authority,
administrative or regulatory body, court or other tribunal, foreign or
domestic, or any other entity other than filings with the SEC pursuant to the
Exchange Act, or (b) violate, or cause a breach of or default under, or
conflict with any contract, agreement or understanding, any Law binding upon
the Shareholder, except for such violations, breaches, defaults or conflicts
which are not, individually or in the aggregate, reasonably likely to have an
adverse effect on the Shareholder’s ability to satisfy its obligations under
this Agreement.  No proceedings are
pending which, if adversely determined, will have an adverse effect on any
ability to vote or dispose of any of the Securities. The Shareholder has not
previously assigned or sold any of the Securities to any third party.


2.4           Shareholder Has
Adequate Information.  Shareholder is
a sophisticated seller with respect to the Securities and has adequate
information concerning the business and financial condition of the Company to
make an informed decision regarding the sale of the Securities and has
independently and without reliance upon either Sub or Parent and based on such
information as Shareholder has deemed appropriate, made its own analysis and
decision to



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enter into this Agreement. 
Shareholder acknowledges that neither Sub nor Parent has made and
neither makes any representation or warranty, whether express or implied, of
any kind or character except as expressly set forth in this Agreement.  Shareholder acknowledges that the agreements
contained herein with respect to the Securities by Shareholder are irrevocable
(prior to the Termination Date), and that Shareholder shall have no recourse to
the Securities, Parent or Sub, except with respect to breaches of
representations, warranties, covenants and agreements expressly set forth in
this Agreement.


2.5           No Setoff.  The Shareholder has no liability or
obligation related to or in connection with the Securities other than the
obligations to Parent and Sub as set forth in this Agreement.  There are no legal or equitable defenses or
counterclaims that have been or may be asserted by or on behalf of the Company
or the Shareholder to reduce the amount of the Securities or affect the
validity or enforceability of the Securities.


2.6           No Amounts
Payable to Shareholder.  Except as
disclosed in the Merger Agreement, there are no amounts due or payable by the
Company or any Company Subsidiary to the Shareholder or any of its affiliates
or associates in connection with the transactions contemplated by the Merger
Agreement or this Agreement or otherwise (other than any payments required
under the Merger Agreement solely in exchange for equity securities of the
Company).


3.             Representations
and Warranties of Parent and Sub. 
Parent and Sub hereby represent and warrant to Shareholder, as of the
date hereof that:


3.1           Authorization.  Parent and Sub have all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  Parent
and Sub have duly executed and delivered this Agreement and this Agreement is a
legal, valid and binding agreement of each of Parent and Sub, enforceable
against each of Parent and Sub in accordance with its terms.


3.2           No Violation.
Neither the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will violate, or cause a breach of or
default under, any contract or agreement, any statute or law, or any judgment,
decree, order, regulation or rule of any governmental agency, authority,
administrative or regulatory body, court or other tribunal, foreign or
domestic, or any other entity or any arbitration award binding upon Parent or
Sub, except for such violations, breaches or defaults which are not reasonably
likely to have a material adverse effect on either Parent’s or Sub’s ability to
satisfy its obligations under this Agreement.


4.             Survival of
Representations and Warranties.  The
respective representations and warranties of Shareholder, Parent and Sub
contained herein shall not be deemed waived or otherwise affected by any
investigation made by the other party hereto. 
The representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby until the expiration of the
applicable statute of limitations, including extensions thereof.


5.             Specific
Performance.  Shareholder
acknowledges that Sub and Parent will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the



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covenants or agreements of Shareholder which are contained in this
Agreement.  It is accordingly agreed
that, in addition to any other remedies which may be available to Sub and
Parent upon the breach by Shareholder of such covenants and agreements, Sub and
Parent shall have the right to obtain injunctive relief to restrain any breach
or threatened breach of such covenants or agreements or otherwise to obtain
specific performance of any of such covenants or agreements.


6.             Miscellaneous.


6.1           Term.  This Agreement and all obligations hereunder
shall terminate upon the earlier of (i) the day after the Merger is
consummated, (ii) December 31, 2007, (iii) the date of any modification, waiver
or amendment to the Merger Agreement in a manner that reduces the amount and
form of consideration payable thereunder to the Shareholder, and (iv) the
termination of the Merger Agreement pursuant to Section 8.1 thereof (the
earliest of (i), (ii), (iii) and (iv), the “Termination Date”).


6.2           Fiduciary Duties.   Notwithstanding anything in this Agreement
to the contrary: (a) the Shareholder makes no agreement or understanding herein
in any capacity other than in the Shareholder’s capacity as a record holder and
beneficial owner of Securities, and (b) nothing herein will be construed to
limit or affect any action or inaction by the Shareholder or any Representative
of the Shareholder, as applicable, serving on the Company Board of Directors or
on the board of directors of any Company Subsidiary or as an officer or
fiduciary of the Company or any of Company Subsidiary, acting in such person’s
capacity as a director, officer or fiduciary of the Company or any Company
Subsidiary.


6.3           Expenses.  Each of the parties hereto shall pay its own
expenses incurred in connection with this Agreement.  Each of the parties hereto warrants and
covenants to the others that it will bear all claims for brokerage fees
attributable to action taken by it.


6.4           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective representatives and permitted successors and assigns.


6.5           Entire Agreement.  This Agreement contains the entire
understanding of the parties and supersedes all prior agreements and
understandings between the parties with respect to its subject matter.  This Agreement may be amended only by a
written instrument duly executed by the parties hereto.


6.6           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.


6.7           Assignment.  Without limitation to Section 1.1, this
Agreement shall be binding upon and inure to the benefit of the parties named
herein and their respective successors and permitted assigns.  No party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other parties; provided, however,
that each of Parent and Sub may freely assign its rights to another direct or
indirect wholly owned subsidiary of Parent or Sub without such prior written
approval but no such assignment shall relieve Parent or Sub of any of its
obligations hereunder.  Any purported


 



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assignment requiring consent without such consent shall be void.


6.8           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original, but each of which together
shall constitute one and the same Agreement.


6.9           Notices.  Any notice or other communication required or
permitted hereunder shall be in writing and shall be deemed given when
delivered in person, by overnight courier, by facsimile transmission (with
receipt confirmed by telephone or by automatic transmission report) or by
electronic mail, or two business days after being sent by registered or
certified mail (postage prepaid, return receipt requested), as follows:


	
  

  	
  (a)

  	
   

  	
  If to Parent

  	
   

  	
  Genzyme Corporation

  
	
   

  	
   

  	
  or Sub:

  	
   

  	
  500 Kendall Street

  
	
   

  	
   

  	
   

  	
   

  	
  Cambridge,
  Massachusetts 02142

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Earl
  M. Collier, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile:
  (617)-252-7600

  
	
   

  	
   

  	
   

  	
   

  	
  Email: duke.collier@genzyme.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
  Ropes & Gray LLP

  
	
   

  	
   

  	
   

  	
   

  	
  One
  International Place

  
	
   

  	
   

  	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Paul
  Kinsella

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile: (617)
  951-7050

  
	
   

  	
   

  	
   

  	
   

  	
  Email: paul.kinsella@ropesgray.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  



(b)                                 If
to Shareholder, to the addresses indicated on Schedule I hereto.


Any party may by notice
given in accordance with this Section 6.9 to the other parties to designate
updated information for notices hereunder.


6.10         Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without regard to its principles of conflicts of laws.


6.11         Enforceability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.  Upon a
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will 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 the transactions contemplated
hereby are fulfilled to the fullest extent possible and, absent agreement among
the parties, a court is authorized to so modify this Agreement.



 8
 









 


6.12         Further
Assurances.  From time to time, at
Parent’s request and without further consideration, Shareholder shall execute
and deliver to Parent such documents and take such action as Parent may
reasonably request in order to consummate more effectively the transactions
contemplated hereby and to vest in Parent good, valid and marketable title to
the Securities, including, but not limited to, using its best efforts to cause
the appropriate transfer agent or registrar to transfer of record the
Securities.


6.13         Remedies
Not Exclusive.  All rights, powers
and remedies provided under this Agreement or otherwise available in respect
hereof at law or in equity will be cumulative and not alternative, and the
exercise of any thereof by either party will not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.


6.14         Dividend Rights.  For the avoidance of doubt, until the
Acceptance Date, the Shareholder shall retain all rights to any dividends
payable on the Company Convertible Preferred Stock.


6.15         Waiver of Jury
Trial.  EACH PARTY HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


[The rest of this page has
intentionally been left blank]


 



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IN WITNESS WHEREOF, Parent, Sub
and Shareholder have caused this Agreement to be duly executed as of the day
and year first above written.


	
  

  	
   

  	
  GENZYME CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Peter Wirth

  
	
   

  	
   

  	
  Title: Executive Vice President,

  
	
   

  	
   

  	
           Chief
  Legal Officer & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WICHITA BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Peter Wirth

  
	
   

  	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
					



 



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SCHEDULE I TO


THE
TENDER AND VOTING AGREEMENT


1.             Securities held by Shareholder:


 


	
  Shareholder

  	
   

  	
  Shares of Common

  Stock

  	
   

  	
  Options to

  Purchase Common

  Stock

  	
   

  	
  Warrants to

  Purchase Common

  Stock

  	
   

  	
  Shares of Series A

  Convertible

  Participating

  Preferred Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2.             Address to which notices or other communications are to
be sent in accordance with Section 6.9 of this Agreement:


 


	
  

  	
  Shareholder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  and with a copy to:

  	
  Goodwin Procter LLP

  
	
   

  	
  53 State Street

  
	
   

  	
  Exchange Place

  
	
   

  	
  Boston, MA 02109

  
	
   

  	
  Attn:

  	
  Christopher J. Denn

  
	
   

  	
  Telephone:

  	
  (617) 570-8717

  
	
   

  	
  Facsimile:

  	
  (617) 523-1231

  
	
   

  	
  Email:

  	
  cdenn@goodwinprocter.com

  	
   

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
  James R. Kasinger

  
	
   

  	
  Telephone:

  	
  (617) 570-1104

  
	
   

  	
  Facsimile:

  	
  (617) 523-1231

  
	
   

  	
  Email:

  	
  jkasinger@goodwinprocter.com

  	
   

  
								



 



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