X0201 4 2003-10-21 1 0000893816 INFOCROSSING INC IFOX 0001115030 ZACHEM TYLER T 345 PARK AVENUE 16TH FLOOR NEW YORK NY 10154 0 0 0 1 See Comment Series A Convertible Preferred Stock 2003-10-21 4 J 0 78688.50 D 2007-05-10 Common Stock 1143304 0 I See footnote Common Stock Purchase Warrants 2003-10-21 4 J 0 1265963 D 2007-05-10 Common Stock 1405612 0 I See footnote Option to Buy Common Stock 25.00 2007-05-10 Common Stock 375000 1 I See footnote On October 21, 2003, pursuant to an Exchange Agreement among MidOcean Capital Investors, L.P. (formerly, DB Capital Investors, L.P.) ("MCIL"), the Issuer and various other parties, MCIL exchanged its shares of Series A Convertible Preferred Sock and Common Stock Purchase Warrants for $12,520,875 in aggregate principal amont of loans, evidenced by promissory notes of the Issuer, under a Term Loan Agreement with the Issuer, as Borrower, and $27,545,925 in cash. On October 21, 2003, Mr. Zachem resigned as a director of the Issuer. Mr. Zachem is a Managing Director of MidOcean US Advisor, LLC, an affiliate of MCIL, and may have been deemed the beneficial owner of the reported securities (the "Shares") because of the relationship to MCIL which is the direct owner of the Shares. Pursuant to an Option Agreement dated as of May 10, 2000, between Zach Lonstein, Chairman of the board of directors and Chief Executive Officer of the Issuer, and MCIL, MCIL has an irrevocable option to purchase up to 375,000 shares of the Common Stock held by him at $25.00 per share. This option to purchase Common Stock represents the sole interest of the Reporting Person in the Common Stock of the Issuer after the transactions on October 21, 2003. Mr. Zachem disclaims beneficial ownership except to the extent of his pecuniary interest therein. Exercisable immediately As of the date hereof, the Reporting Person has ceased to be a director of the Issuer and the beneficial owner of more than 10% of the Issuer's outstanding Common Stock. /s/ Tyler Zachem 2003-10-21