EDGAR ONLINE INC

At the effective time of the Merger (the “Effective Time”), each share of the Company’s Series B Preferred Stock (“Series B Stock”), Series C Preferred Stock (“Series C Stock”) and common stock (“Common Stock”, and together with the Series B Stock and Series C Stock, the “Company Stock”) issued and outstanding immediately prior to such time (except for those owned by RRD, Merger Sub, the Company or any of their respective subsidiaries or held by the Company in treasury) shall be automatically cancelled and converted into the right to receive $171.875, $158.790, and $1.092, in cash, respectively, without interest (the “Merger Consideration”), on the terms and subject to the conditions set forth in the Merger Agreement.

Each outstanding stock option of the Company, whether vested or unvested, will be cancelled and each holder thereof will either be (i) entitled to receive in consideration for such cancellation of each vested or unvested stock option, an amount equal to $1.092, the

Following the announcement of the Merger Agreement, three purported stockholders of the Company initiated legal actions challenging the merger: two in the Circuit Court for Montgomery County, Maryland, Shifrin v. EDGAR Online Inc. et al., Case Number 363444 (filed May 24, 2012) and Yacobi v. EDGAR Online, Inc. et al., Case Number 363644 (filed May 29, 2012); and one in the Court of Chancery of the State of Delaware, Trettel v. Farrell et al., Case Number 7573 (filed May 29, 2012).

Cost of revenues primarily consists of salaries and benefits of operations employees to create XBRL filings and produce data sets, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously capitalized. Total cost of revenues for the three months ended June 30, 2012 increased $1,457, or 48%, to $4,474 from $3,017 for the three months ended June 30, 2011. The net increase in cost of revenues was primarily due to a $523 increase in payroll related expenses related to the increase in our XBRL filings business and $980 of costs associated with SunGard, which supplies additional staff for the filings business. Total cost of revenues for the six months ended June 30, 2012 increased $2,932, or 50%, to $8,769 from $5,837 for the six months ended June 30, 2011. The net increase in cost of revenues was primarily due to a $867 increase in payroll related expenses related to the increase in our XBRL filings business and $2,169 of costs associated with SunGard.

Gross profit for the three months ended June 30, 2012 increased $1,175, or 34%, to $4,661 from $3,486 for the three months ended June 30, 2011. The gross profit percentage decreased to 51% for the three months ended June 30, 2012 from 54% for the three months ended June 30, 2011. Gross profit for the six months ended June 30, 2012 increased $3,413, or 51%, to $10,063 from $6,650 for the six months ended June 30, 2011. The gross profit percentage was consistent at 53% for the six months ended June 30, 2012 and the six months ended June 30, 2011. We expect our gross profit percentages will increase over time as we have improved our efficiency in the XBRL filings business through technology and intensive training.

EDGAR Online’s directors and executive officers have interests in the transaction that are different from, and in addition to, the interests of EDGAR Online stockholders generally, including with respect to employment, indemnification, stock options and other arrangements, which may present a potential conflict of interest. Our Board of Directors, and the executive officers in making recommendations to our Board of Directors relating to the merger, was aware of these interests and considered that these interests may be different from, and in addition to, the interests of our stockholders generally, among other matters, in approving the merger agreement and the merger, and in determining to recommend that our stockholders vote for adoption of the merger agreement.

EDGAR Online will no longer exist as an independent public company following the merger and EDGAR Online’s stockholders will forego any increase in our value.