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JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (the "Agreement"), dated as of April 5, 2001, by
and among the parties identified on the signature pages hereof (collectively,
the "Parties").
WHEREAS, each of the Parties beneficially owns (as defined below) that
number of the shares of common stock, par value $.10 per share (the "Common
Stock") of CORE, Inc., a Massachusetts corporation (the "Issuer") set forth
beside its name on Exhibit A to this Agreement;
WHEREAS, CORE Merger Sub, Inc., a Massachusetts corporation and a
wholly owned subsidiary of Fortis, Inc., Fortis, Inc., a Nevada corporation, and
the Issuer have entered into an Agreement and Plan of Merger dated March 29,
2001 (the "Merger Agreement"), providing for the Merger of CORE Merger Sub, Inc.
with and into the Issuer (the "Merger") pursuant to the terms and conditions of
the Merger Agreement;
WHEREAS, in connection with the Merger Agreement, the Parties have
entered into a Voting Agreement dated March 29, 2001 pursuant to which each of
the Parties have agreed to vote his or her shares of Common Stock in favor of
adoption and approval of the Merger Agreement and the Merger, thereby forming a
"group" (the "Group") for purposes of reporting their respective beneficial
ownership of Common Stock pursuant to Rule 13d-1 and Schedule 13D, as
promulgated by the Securities and Exchange Commission (the "SEC"); and
WHEREAS, each of the Parties desires by this Agreement to provide for
the joint filing with the SEC of a Statement on Schedule 13D with respect to the
respective Parties' beneficial ownership of shares of Common Stock (the
"Schedule 13D) and all subsequent amendments thereto;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Joint Filing. Each of the Parties shall cooperate to jointly
prepare and file with the SEC the Schedule 13D on behalf of the Group, and all
necessary or appropriate amendments thereto, which shall contain all of the
information required by Schedule 13D. (For purposes of this Agreement, the terms
"beneficial ownership," "beneficially owned" and "beneficial owner" shall have
the meaning given them pursuant to Rule 13d-3 promulgated by the SEC.)
2. Responsibility. Each of the Parties shall be responsible for
the timely filing of the Schedule 13D and all amendments thereto, and for the
completeness and accuracy of the information concerning such Party contained
therein, but shall not be
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responsible for the completeness and accuracy of the information concerning any
other Party contained therein, except to the extent such Party knows or has
reason to believe that such information is inaccurate.
3. Filings By and Notices to Group. Fortis, Inc. and its
representatives are hereby designated as the persons authorized to make the
required Schedule 13D filing, and all amendments thereto, with the SEC on behalf
of the Group, and to receive all notices and communications on behalf of the
Group with respect to the Schedule 13D and all amendments thereto.
4. Power of Attorney. Each of the Parties hereby constitutes and
appoints Fortis, Inc. his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his or its name, place and stead, in any
and all capacities, to sign the Schedule 13D and any and all amendments thereto,
and other documents in connection therewith, and to file the same, with all
exhibits thereto, with the SEC, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act or thing requisite
or necessary to be done in and about the premises, as fully to all intents and
purposes as he or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
5. Notices. All notices and demands required or permitted under
this Agreement shall be made in writing and shall be sent by (i) facsimile
(including a written confirmation of transmission) and (ii) either hand delivery
or overnight courier, to the Parties at their facsimile numbers and addresses as
set forth on Exhibit A hereto. Each Party may specify a different facsimile
number or address by notifying the other Parties in writing of such different
facsimile number or address. All notices given as provided in this Section 5
shall be deemed to have been given on the second day following transmission by
facsimile.
6. Binding Effect; Amendment. This Agreement constitutes the
entire agreement among the Parties relating to the subject matter hereof and
supersedes any prior agreement or understanding among them relating to such
subject matter. Except as herein otherwise specifically provided, this Agreement
shall be binding upon and inure to the benefit of the Parties and their
respective legal representatives, heirs, administrators, executors, successors
and assigns. This Agreement may be amended or modified, or compliance with a
provision hereof waived, only by a written instrument executed by each of the
Parties.
7. Governing Law. This Agreement and the rights of the Parties
hereunder shall be governed by and interpreted in accordance with the laws of
State of Massachusetts applicable to agreements made and to be performed
entirely within such jurisdiction.
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8. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument, and it shall not be necessary that each
counterpart be signed by all Parties so long as each Party shall have executed a
counterpart which has been delivered to all other Parties.
9. Termination; Survival. Any Party may terminate its
participation in the Group by written notice to each other Party at least five
(5) business days prior to the effective date of such termination. The
agreements and obligations of a Party contained in Sections 5, 6, 7, 8 and 9
hereof shall survive any such termination.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
Fortis, Inc.
April 5, 2001 By: /s/ Drew Dewsley
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Date Its: Vice President
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In their capacity as Proxies to vote the shares
of Common Stock pursuant to the
Voting Agreement:
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EXHIBIT A
STOCKHOLDER AND ADDRESS COMMON SHARES OPTION SHARES
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 318,556 170,000
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 176,218 170,000
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
R. ▇▇▇▇ ▇▇▇▇▇▇▇ 103,000 195,010
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 36,276 137,000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12,000 0
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ 230,850 31,667
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 230,850 31,667
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 230,850 31,667
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 15,000 94,375
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,000 36,000
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ 0 36,000
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ 0 36,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in his capacity as proxy 1,357,600* 969,386*
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, in his capacity as proxy 1,357,600* 969,386*
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in her capacity as proxy 1,357,600* 969,386*
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fortis, Inc. 1,357,600* 969,386*
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
*Includes all other shares set forth above
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