EFiled: Aug 24 2007 3:1
`Transaction ID 16078991
`
`Case No. 3142-VCS
`
`
`
`EFiled: Aug 24 2007 3:12PM EDT
`Transaction ID 16078991
`Case No. 3142-VCS
`
`
`
`

`

`Dated: August 22, 2007
`
` ne
`
`Titahia R] Mack, as Officer of the Court
`| Greenberg Traurig LLP
`The Nemours Building
`1007 N. Orange Street, Suite 1200
`Wilmington, DE 1980]
`(302) 661-7000
`
`
`
`

`

`SCHEDULE A
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`DEFINITIONS AND INSTRUCTIONS
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`“Plaintiff” refers to plaintiff David Portnoy.
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`“Defendants” refers to each defendant and all defendants named in the
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`1.
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`2.
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`Verified Complaint (defined below), and their predecessors and successors in interest,
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`affiliates, agents, officers, employees, representatives and any other person acting or
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`purporting to act on behalf of any or all of them.
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`3.
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`“Cryo-Cell”
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`or
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`the
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`“Company”
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`refers
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`to
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`defendant Cryo-Cell
`
`International,
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`Inc. and its predecessors and successors in interest, affiliates, agents,
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`officers, employees, representatives and any other person acting or purporting to act on
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`its behalf.
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`4.
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`“Director Defendants” or the “Current Board” refers to Mercedes Walton,
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`Gaby W. Goubran, Jagdish Sheth, Ph.D., Anthony P. Finch,
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`their predecessors and
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`successors in interest, affiliates, agents, officers, employees, representatives and any
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`other person acting or purporting to act on their behalf.
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`5.
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`“You” and “your” refers to Saneron CCEL Therapeutics,
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`Inc. and its
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`predecessors
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`and
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`successors
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`in
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`interest,
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`affiliates,
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`agents, officers,
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`employees,
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`representatives and any other person acting or purporting to act onits behalf.
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`6.
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`“Verified Complaint” refers to the Verified Complaint dated August 3,
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`2007 that was filed in the Delaware Court of Chancery Civil Action No. 3142-VCS.
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`7.
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`“Annual Meeting” refers to the annual meeting of the stockholders of
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`Cryo-Cell held on July 16, 2007 and incorporates each and every aspect ofthe meeting
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`including, but not limited to, the election of the Company’s board of directors as well as
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`

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`any matter voted on or considered at the meeting, the meeting’s scheduling and agenda,
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`presentations and discussions that transpired at the meeting, and the adjournment, recess
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`or break of the Annual Meeting on or about 1:30 p.m.
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`8.
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`“Portnoy Slate” refers to Plaintiff, Mark L. Portnoy, Craig E. Fleishman,
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`M.D., Harold D. Berger, Scott D. Martin and John Z. Yin, Ph.D. who challenged the
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`Current Board at the Annual Meeting for seats on Cryo-Cell’s board ofdirectors.
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`9,
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`“Management Slate” refers to the Company’s proposed slate of directors
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`for election at the Annual Meeting which included all members of the Current Board and
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`Andrew J. Filipowski.
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`10.
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` “Georgeson”
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`refers
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`to
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`the Management Slate’s Proxy Solicitor,
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`Georgeson,Inc. and its predecessors and successors in interest, affiliates, agents, officers,
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`employees, representatives and any other person acting or purporting to act on its behalf,
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`11.
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`“Saneron Shares” refers to the approximately 253,000 shares of Cryo-
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`Cell’s commonstock beneficially owned by Saneron.
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`12.
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`“Saneron Stock Certificate” refers to the single stock certificate by which
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`Saneron holds the Saneron Shares.
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`13.
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`“Saneron Board Meeting” refers to the meeting of Saneron’s board of
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`directors held on or about July 12, 2007.
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`14.
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`“Document” shall have the broadest meaning permitted under the Court of
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`Chancery Rules and include, withoutlimitation, al! originals, copies (if the originals are
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`not available), non-identical copies (whether different from the original because of
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`underlining, editing marks, notes made on or attached to such copy, or otherwise) and
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`drafts of the following items, whether printed or recorded (through a sound, video or
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`

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`other electronic, magnetic or digital recording system) or reproduced by hand, including,
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`but not
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`limited to,
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`letters, correspondence,
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`telegrams,
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`telexes, memoranda,
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`records,
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`summaries of personal conversations or interviews, minutes or records or notes of
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`meetings or conferences, note pads, notebooks, postcards, “Post-It” notes, stenographic
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`notes, notes, notebooks, opinions or reports of financial advisors or consultants, opinions
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`or reports of experts, projections, financial or statistical statements or compilations,
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`contracts, agreements, appraisals, analyses, purchase orders, confirmations, publications,
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`articles, books, pamphlets, circulars, microfilm, microfiche,
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`reports,
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`studies,
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`logs,
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`surveys, diaries,
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`calendars,
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`appointment books, maps,
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`charts, graphs, bulletins,
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`Photostats, speeches, data sheets, pictures, photographs, illustrations, blueprints, films,
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`drawings, plans, tape recordings, videotapes, disks, diskettes, data, tapes or readable
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`computer-produced interpretations or transeriptions thereof, electronically transmitted
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`messages (“E-mail”), voice mail messages,
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`interoffice communications, advertising,
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`packaging and promotional materials and any other writings, papers and tangible things
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`of whatever description whatsoever,
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`including but not
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`limited to any information
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`contained in any computer, even if not yet printed out, within your possession, custody or
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`control.
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`15.
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`“Person” shall mean natural persons, corporations, partnerships, joint
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`ventures, unincorporated associations, trusts, government entities and all other entities.
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`16.
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`“Communication” means any oral or written utterance, notation, depiction
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`or statement of any nature whatsoever, including, but not limited to: correspondence;
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`personal conversations; telephone calls; facsimiles; dialogues; discussions;
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`interviews;
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`consultations; telegrams: telexes; cables; e-mails; voicemails; statements posted on or to
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`the Internet; memoranda; agreements; and other verbal and non-verbal understandings.
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`17.
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`18.
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`“Including” and “include” shall mean “including, but not limited to.”
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`“Concerning” means
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`relating to,
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`referring to, describing,
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`reflecting,
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`evidencing, constituting, comprising, proving or disproving.
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`19.
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`“Any” shall mean “all” and vice versa, as necessary to bring within the
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`scope of the request (“Request” collectively the “Requests”) all information that might
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`otherwise be construed to be outside of its scope.
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`20.
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`The singular shall include the plural and vice versa, as necessary to bring
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`within the scope of the Request all information that might otherwise be construed to be
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`outside of its scope.
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`21.
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`The masculine, feminine or neutral gender shall include each gender, as
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`necessary to bring within the scope of the Request all information that might otherwise be
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`construed to be outside ofits scope.
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`22.
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`The
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`connectives
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`“and”
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`and
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`“or”
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`shall operate disjunctively
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`or
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`oh
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`conjunctively as necessary to bring within the scope of the Request all information that
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`might otherwise be construed to be outside ofits scope.
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`23.
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`These Requests seek production of all documents in your possession,
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`custody or control, within the meaning of Court of Chancery Rule 34. Without limiting
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`the ordinary and accepted meanings of those terms, a document is deemed to be in your
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`possession, custody or control if it
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`is within your physical control or it is within the
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`physical control of any other person and you:
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`(a).
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`own the documentin whole orin part, or;
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`(b).
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`(c).
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`have a right by contract, statute, or otherwise to use,
`examine, or copy the document on any terms, or;
`have been or are able to use,
`inspect, examine, or copy the
`document as a matter offact.
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`inspect,
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`24.
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`For purpose ofinterpreting or construing the scope of these Requests, you
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`are instructed to give words their most expansive and inclusive meaning.
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`25,
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`Each Request shall be responded to fully unless it is in good faith objected
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`to,
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`in which event the reasons for the objection shall be stated with specificity.
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`If an
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`objection pertains to only a portion of a Request, or to a word, phrase, or clause contained
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`in a Request, you shall state your objection to that portion only and respond to the
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`remainder of the Request.
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`26,
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`Unless otherwise indicated,
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`the use in these Requests of the name or
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`identity of any person, business organization, partnership or any other entity shall
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`specifically include all past and present employees, officers, directors, partners, agents,
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`representatives
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`(including
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`financial
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`advisors),
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`subsidiaries,
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`parent
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`corporations,
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`controlled persons, controlling persons and attorneys of that person, organization, or
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`entity and its predecessors and successors or other persons acting, or purportingto act, on
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`his, her or its behalf.
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`27.
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`If no documents or
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`things exist
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`that are responsive to a particular
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`paragraph of these Request, so state in writing.
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`28.
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`Documents produced in response to these Requests shall be produced as
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`they are kept in the usual course of business or shall be organized and labeled to indicate
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`the specific paragraph(s) of the Requests to which they respond.
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`If multiple copies of a
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`document were prepared, or if additional copies were made after the original document
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`was prepared, and if any such copies were not or are no longer identical by reason of
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`subsequent notation or modification of any kind whatsoever, including but not limited to
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`notations on the front or back of the document, such non-identical copies must be
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`produced,
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`29,
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`If, in responding to these Requests, you claim any ambiguity in a Request,
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`or in a Definition or Instruction applicable to a Request, such claim shall not be utilized
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`as a basis for refusing to respond, but you shall set forth as part of your response the
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`language deemed to be ambiguous and the interpretation used in responding to the
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`Request.
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`30.
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`Each Request shall be construed according to its own terms, subject to
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`these Definitions and Instructions. Although some of the Requests may overlap with
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`others, no Request should be read as limiting any other.
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`31.
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`The original or one copy of each document is requested to be produced.
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`Any copy of a documentthat varies in any way from theoriginal or from any other copy
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`of the document, whether by reason of handwritten or other notation or any omission,
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`shall constitute a separate document and must be produced, whether or not the original of
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`such document is within your possession, custody or control. Electronic documents,
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`electronically stored information and electronic mail shall be produced unaltered and in
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`their native file formats.
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`32.
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`Each Request shail be deemed to include a Request for all transmittal
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`sheets, cover letters, exhibits, enclosures and attachments to any responsive documents in
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`addition to the responsive documents themselves, without abbreviation or expurgation.
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`33.
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`Unless otherwise provided, these Requests encompass the period from and
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`including January 1, 2004 to the present, and shall include al! documents produced or
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`created during that period, and shall also include all documents that relate in whole or in
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`part to such period, or to events or circumstances during such period, even though dated,
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`prepared, generated or received prior to that period.
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`34,
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`These Requests shall be deemed to seek answers as of the date above, but
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`shall be deemed to be continuing so as
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`to require prompt
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`amendment
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`and
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`supplementation in accordance with Chancery Court Rule 26.
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`35.
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`If any document requested herein is withheld on the basis of any claim of
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`privilege, exemption, or otherwise, state the following in your response to this Request:
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`(a).
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`(b).
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`{c}.
`(d).
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`(e).
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`(f).
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`(g).
`(h)}.
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`the identity of the person or persons who prepared or authored the
`document and, if not applicable, the person or persons to whomthe
`document was sent or shown;
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`the date stated on the document, if any;
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`the general subject matter of the document;
`the nature of the document (i.e.,
`letter, telegram, memorandum,
`etc.);
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`the number of pages, attachments and appendices comprising the
`document;
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`the identity of each person who had access to, custody of, and who
`received the documentor a copy of the document;
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`the identity of the present custodian of the document;
`the reason why the document was not produced and the nature of
`any claim of privilege or exemption from discovery; and,
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`(i).
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`the paragraph(s) of these Requests to which the documentrelates.
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`36.
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`If any document requested herein has been lost, discarded or destroyed
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`(“Destroyed Document”), describe each Destroyed Document in the manner set forth in
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`Instruction 35(a).-(i). above and also state for each Destroyed Document: (a) the date of
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`its disposal or destruction;
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`(b} the manner of its disposal or destruction; and (c) the
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`persons disposing of or destroying it.
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`

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`DOCUMENTS REQUESTED
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`1. All documents evidencing, concerning or relating to any agreements between you,
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`the Company, Director Defendants and/or any other present or former stockholders of the
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`Company concerning orrelating to the Annual Meeting.
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`2. All documents evidencing,relating to or concerning communications by, between
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`or among you, the Company, Georgeson, and/or any other present or former stockholder
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`of the Company, concerning or relating to the Annual Meeting.
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`3. All documents evidencing, relating to or concerning communications by, between
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`or among you, the Company, Georgeson, and/or any other present or former stockholder
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`of the Company, concerning or relating to the Saneron Stock Certificate.
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`4. Ail documents evidencing, relating to or concerning communications by, between
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`or among you, the Company and/or Director Defendants concerning or relating to your
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`requests that the Company remove the legend on the Saneron Stock Certificate and/or
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`other restriction(s) on the assignability of the Saneron Stock Certificate.
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`5. All documents evidencing, relating to or concerning communications by, between
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`or among you, the Company, Georgeson, and/or any other stockholder of the Company,
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`conceming or relating to the Saneron Board Meeting.
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`6. All documents evidencing,
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`relating to or concerning any presentation or
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`representation made by Jill Taymans and/or any other employee, officer, agent or
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`representative of the Company at the Saneron Board Meeting.
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`7, All documents relating to or concerning how the Saneron Shares would be voted
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`at the Annual Meeting.
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`

`

`PROOF OF SERVICE
`
`DATE
`
`PLACE
`
`SERVED
`
`8/23/07
`
`C/O CORPORATION SERVICE CO 2711
`CENTERVILLE RD. WILMINGTON, DE
`
`
`
`SERVED OW (Print Name)
`
`MANNER OF SERVICE
`
`ACCEPTED BY
`
`MARY DRUMMOND
`SANERON CCEL THERAPEUTICS, INC
`
`TITLE
`
`SERVED BY (Print Name}
`
`KEVIN 8. DUNN
`
`
`
`Private Process Server
`
`DECLARATION OF SERVER
`
`| _
`
`i declare under penalty of perjury under the law of the State of Delaware that the foregoing information contained in the Proof ofService is trae
`and correct,
`
`Executed On:
`
`8/23/07
`
`“CL oSY
`
`SIGNATURE OF SERVER
`BRANDYWINE PROCESS SERVERS, LTD.
`P. @. BOX 1360
`WILMINGTON, DE 19899-1360
`(302) 475 - 2600
`
`
`Superior Court Civil Rule 45, Parts C, D & E*
`
`(c) Protection ofPersons subject to Subpoenas
`
`A party or an attorney responsible for the issuance and
`()
`service of a subpoenashalt take reasonable steps to avoid imposing
`under burden or expense on a person subject to that subpoena. The
`Curt shall enforce this duty and impose upon the party or attorey in
`breach of this duty an appropriate sanction, which may include, but is
`not limited to, lost eamings and a reasonable attorney's fee.
`
`(2}(A) A person commandedto produce and permit inspection
`and copying of designated books, papers, documents or tangible things
`or inspection of premises need not appear in person at the place of
`production of inspection urtess commanded to appear for deposition,
`hearing ortrial.
`(B) Subject to paragraph (d}(2) ofthis rule a person
`commanded to produce and permit inspection and copying may,
`within 14 days after service of the subpoena or before the time
`specified for compliance if such time is less than 14 daysafter
`service, serve upon the party or attorney designated in the subpoena
`written objection to inspection or capying of any or all of the
`designated materiais or of the premises. If objection is made, the
`party serving the subpoena shall not be entitled to inspect and copy
`the materials or inspect the premises except pursuant to an order of
`the Court. [f objection has been made, the party serving the subpoena
`may, upon notice to the person commanded te produce, move at any
`time for an order to compel the production. Such an order to compel
`production shall protect any person who is not a partyor an officer of
`a party from significant expense resulting from the inspection and
`copying commanded.
`
`(3){A) On timely motion, the Court shall quash or modify the
`subpoenaif it
`(i) fails to allow reasonable time for compliance,
`(ii} requires disclosure of privileged or other protected
`matter and no exception or waiver applies, or
`(iii) subjects a person to undue burden,
`
`(B) ff a subpoena
`(i) requires disclosure ofa trade secret or other confidential
`research, development, or commercial information, or
`(ii} requires disclosure of an unretained expert's opinion or
`information not describing specific events or occurrences in
`dispute and resulting from the expert's study made notat the
`request ofany party,
`
`the Court may, to protect a person subject to or affected by the
`subpoena, quash or modify the subpoenaor, if the party in whose behalf
`the subpoena is issued shows a substantial need for the testimony or
`material that cannot be otherwise met without undue hardship and
`assures that the person to whom the subpoena is addressed will be
`reasonably compensated, the Court may order appearance or production
`only upon specified conditions.
`
`(d) Duties in Responding to Subpoena.
`
`(1) A person responding to a subpoena to produce documents
`shall produce them as they are kept in the usual course of business or
`shall organize and label them to correspond with the categories in the
`demand.
`
`(2) When information subject to a subpoena is withheld on a claim
`that it is privileged or subject to protectionas trial preparation materials,
`the claim shall be made expressly and shall be sapported by a description
`ofthe nature of the documents, communications, or things not produced
`that is sufficient to enable the demanding party to contest the claim.
`
`fe) Contempt.
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`Faiture by any person without adequate excuse to obey a subpocna
`served upon that person may be deemed contempt of court.
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`