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1
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STIPULATION OF SETTLEMENT AND DISMISSAL
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EXTRACTED KEY WORDS
TRUST STOCK SECURITIES SETTLEMENT LYCOS TRANSACTIONS STIPULATION DISMISS DIRECTORS DOCUMENTS PERTAINING MEETINGS COMMITTEE WISEWIRE BOARD COMPENSATION COURT CHANCERY HEREOF ARC SALE ISSUANCE GRANT AWARD WARRANTS CONVERTIBLE SECURITIES PERIODIC FINANCIAL DATA ACCOUNTANTS AUDITORS WRITINGS CORRESPONDENCE |
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..- ,'
`.
W THE COURT OF CHANCERY OF THE STATE OF DELAWARE;
IiX AND FOR NEW CASTLE COUNTY
AIWF TRUST,
t
Plaintiff,
V. Civil Action No. 17463-NC
LYCOS, INC., 1
Defendant. I
STIPULATION OF SETTLEMENT AND DISMISSAL
The parties to this action, by and through their undersigned counsel, hereby
stipulate and agree as follows:
1. Plaintiff AIWF Trust (the "Trust") filed this action on October 8, 1999
seeking inspection and copying certain books and records of defendant Lycos, Inc. ("Lycos")
and its affiliates and subsidiaries pursuant to Section 220 of the General Corporation Law of the
State of Delaware, 8 Del. C.
- - 4 220 ("Section 220"). On November 11, 1999, Lycos answered
the complaint, denying the Trust's entitlement to relief.
2. The parties desire to settle and resolve the claims and defenses asserted in
this action pursuant to the terms set forth herein
3. In settlement of this action and in consideration of the dismissal hereof as
provided herein, Lycos agrees to produce the following documents to the Trust, to the extent
such documents exist, are in the possession of Lycos or WiseWire Corp. ("WiseWire") and have
not previously been produced to the Trust. Such documents will be produced on a rolling basis
as they arc located, and all responsive documents will be produced on or before February 28,
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2
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ANSWER
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EXTRACTED KEY WORDS
LYCOS ADMITS LYCOS DENIES PARAGRAPH COMMON STOCK AIWF AGREEMENT SHARES WISEWIRE SPEAKS COUNSEL DEMAND LETTER INSPECTION BOOKS MERGER HEREBY COMPLAINT RESPONSE RELIEF LYCOS LACKS KNOWLEDGE DENY PURPOSE SUBSCRIPTION AGREEMENT PURSUANT PREFERRED STOCK CONVERSION PURPORTS PLAN HEREINAFTER OUTSTANDING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
cIP' c3
AIWF TRUST, c. r-j
>
1.. .;y
"u,.
> .: .
\ :,
Plaintiff,
-_
. i--
v > Civil Action No. 17463-NC @
> -:,I.,,
LYCOS, INC., > r. ;
-_
>
Defendant. >
ANSWER
Defendant Lycos, Inc. ("Lycos") hereby answers the Complaint of plaintiff
AIWF Trust ("AIWF") as follows:
1. Paragraph 1 characterizes the nature of AIWF's alleged claim and
therefore no response is required. To the extent any response is deemed necessary, Lycos
denies that AIWF is entitled to any relief under Section 220 of the Delaware General Corporate
Law (`Section 220").
2. Lycos admits that AIWF has been a stockholder of record of Lycos
common stock since April 30, 1998. Lycos denies the remaining allegations contained in
Paragraph 2.
3. Admitted.
4. Lycos lacks knowledge sufficient to admit or deny the purpose for which
AIWF seeks inspection of Lycos' books and records. Lycos denies that enabling AIWF to
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3
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COMPLAINT
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EXTRACTED KEY WORDS
STOCK LYCOS AGREEMENT SHARES PLAINTIFF PRICE TRUST COMMON STOCK SUBSCRIPTION AGREEMENT DEMAND STOCKHOLDER ENTITLING PURSUANT PROPER PURPOSE DEMAND LETTER PURCHASE ATTORNEY SUBSIDIARIES MERGER REQUEST INSPECTION SALES POWER EQUITY FINANCING CONVERTIBLE SECURITIES SOLD WISEWIRE BOARD FREER |
,-\ cc\ A.Jr 7. II *5 .
@J f, I, *.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
AI WF TRIJST, >
>
Plaintiff, >> Civil Action No. /7%3
V. )
>
LYCOS, INC., a Delaware corporation, >>
Defendant. >
COMPLAINT
Plaintiff AIWF Trust (the "Trust"), by and through its undersigned attorneys, alleges
complaint as follows:
Nature of the Action
1. This is an action brought pursuant to Section 220 of the Delaware General
Corporation Law, 8 Del. C. Q 220 ("Section 220'3, to compel defendant Lycos, Inc. ("Lycos") to
make available for inspection and copying by plaintiff certain books and records of Lycos and its
affiliates and subsidiaries, including but not limited to WiseWire Corp. ("W&Wire").
The Parties
3I. Plaintiff is and was at all times relevant to this action a stockholder of
Lycos
3. Defendant Lycos is a Delaware corporation with its principal place of business
2 Totten Pond Road, Waltham, Massachusetts. WiseWire is a wholly-owned subsidiary of Lycos.
Backwound of the Action
4. Plaintiff is seeking inspection and copying of the books and records of Lycos
proper purpose of enabling plaintiff to determine whether it has received all the shares of Lycos
R1.1'1.2066582.1
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