Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company Schedule 3.4 Company Defaults or Consents Company Schedule 3.5 No Proceedings Company Schedule 3.6(a) Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan Liabilities Company Schedule 3.7(b) Scheduled Contingent Liabilities Company Schedule 3.7(d) Accounts Receivable Company Schedule 3.7(c) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage Interests

LIST OF SCHEDULES. Company Transaction Agreement Schedules Company Schedule 3.1 Foreign Qualifications Company 3.04(c) Lockheed Xxxxxx Threshold Amount Schedule 3.4 Company Defaults or Consents Company 3.04(d) Boeing Threshold Amount Schedule 3.5 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Proceedings Company Undisclosed Liabilities Schedule 3.6(a) B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Company Schedule 3.7(b) Scheduled Contingent Liabilities Company C.09 Litigation Schedule 3.7(d) Accounts Receivable Company C.10 Material Contracts Schedule 3.7(c) Liens Company C.11 Licenses and Permits Schedule 3.8(a) Certain Material Changes Company C.13 Environmental Compliance Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) C.14 Compliance with Law Company Laws Schedule 3.9(c) Approvals, Registrations C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Authorizations Company Government Bids Schedule 3.9(h) Adverse Event Reports Company C.19 Government-Furnished Property or Equipment Schedule 3.10 Litigation Company C.20 Backlog Schedule 3.11 Real Property Company C.21 Labor and Employment Matters Schedule 3.12(a) Material C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule 3.12(b) Material Contracts Benefits Company D.03 Governmental Authorization Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) ThirdD.04 Non-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage InterestsContravention

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company 3.1(b) CAAM Contracts Schedule 3.4 Company Defaults 3.1(c) CAAM Licenses; Permits Schedule 3.2(b) Other CAAM Assets Schedule 3.3(b) CAAM Trade Payables Schedule 3.3(c) CAAM Accrued Liabilities Schedule 4.1 CMR Contracts Schedule 6.1 Excluded Life Insurance Policies Schedule 6.2 Excluded Personal Property of Selling Shareholders Schedule 7.1 Purchase Price Schedule 7.3 Allocation of Purchase Price Schedule 7.5 Earn-Out Schedule 8.3(a) CFC Shares Schedule 8.3(b) CII Shares Schedule 8.4 Conflicts Schedule 8.6 Governmental Consents Schedule 9.1 Jurisdictions in which CFC, CII, CAAM an CMR are Qualified Schedule 9.4 Subsidiaries Schedule 9.5 Conflicts Schedule 9.8 Certain Changes or Events Schedule 9.9 Description of Real Property Leases Schedule 9.10 Registrations Schedule 9.11 Accounts Receivable Schedule 9.12 Litigation Schedule 9.13 Material Contracts Schedule 9.14 Employee Benefit Plans Schedule 9.16 Liability Insurance Schedule 9.17 Tangible Property Schedule 9.18 Intellectual Property Schedule 9.19 Tax Elections Schedule 9.20 Compliance with Laws Schedule 9.21 Advisory Contracts Schedule 9.22 Brokerage Agreements Schedule 9.23 Advisory Referral Arrangements Schedule 9.24 Dealer Agreements Schedule 9.25(b) Individual Prohibited Transaction Exemptions Schedule 9.25(d) Actions for Breach of Fiduciary Duty Schedule 9.25(f) Fiduciary Violations Schedule 9.27 Investment Advisor Registration Schedule 9.29 Execution and Brokerage Allocation Practices Schedule 9.30(f) Compliance With Net Capital Requirement Obligations Schedule 9.31(a) Insurance Agency Contracts Schedule 9.31(b) List of Each Authority Schedule 9.31(c) Client Insurance Policies Schedule 9.31(e) CFC-CII Commission Allocation Policy Schedule 9.31(h) Commission Sharing Arrangements Schedule 9.32 Governmental Consents Company Schedule 3.5 No Proceedings Company Schedule 3.6(a9.33(a) Employee Benefit Matters Company List Schedule 3.6(c9.33(b) Benefit Plan Liabilities Company Employee Claims Against Sellers; Pending Terminations Schedule 3.7(b9.34 Bank Accounts Schedule 9.35 Transactions with Related Parties Schedule 9.36 No Indebtedness; Distributions Schedule 10.4 Governmental Consents Schedule 13.3(g) Scheduled Contingent Liabilities Company Advisory Contract Consents Schedule 3.7(d) Accounts Receivable Company Schedule 3.7(c) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c13.3(k) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage InterestsConsents

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company l(a) List of Facility, Operator(s) Schedule 3.4 Company Defaults 1(c) Personal Property Schedule 1(g) Capital Improvements Schedule 3 Allocation of Purchase Price Schedule 8(a)(v) Claims, Litigation Schedule 8(b) Violations Schedule 8(d) Hazardous Substances Schedule 8(f) Leases and Contracts Schedule 8(g) Financial Reports Schedule 8(h) Interests in Suppliers, etc. Schedule 8(j) Matters relating to Licensure Schedule 8(k) Matters relating to Reports and Reimbursements Schedule 8(l) Surveys, Cost Reports, Private Rates, Census and Licensed Beds Schedule 8(m) Occupied Beds; Rates Schedule 10(a)(v) Due Diligence Items EXHIBIT B PERMITTED EXCEPTIONS [To be Determined] EXHIBIT C Intentionally Deleted EXHIBIT D LEASE TERMS OF POST CLOSING LEASE [See attached] SCHEDULE 1 (a) FACILITY; LICENSED BEDS Facility Licensed Nursing Beds Danby House 3000 Xxxxx Xxxx Road Winston-Salem, NC 27103 98 Current Operating Company: Danby House, LLC Management Company: Meridian Senior Living, LLC pursuant to management contract dated March 1, 2011 SCHEDULE 1(c) Personal Property [See Attached] SCHEDULE 1(g) Capital Improvements [See Attached] SCHEDULE 3 Allocation of Purchase Price [To be Determined] SCHEDULE 8(a)(v) Claims, Litigation None. SCHEDULE 8(b) Violations [See Attached] 44 SCHEDULE 8(d) ENVIRONMENTAL DISCLOSURES There are no known Hazardous Substances on the Property. Notwithstanding anything to the contrary in the Agreement, Seller makes no representation or Consents Company Schedule 3.5 No Proceedings Company Schedule 3.6(awarranty whatsoever with respect to Hazardous Substances on that portion of the Property burdened by the certain access easement which appears of public record. SCHEDULE 8(f) Employee Benefit Leases and Contracts [See Attached] SCHEDULE 8(g) Financial Reports [See Attached] SCHEDULE 8(h) Interest in Suppliers, etc. None. SCHEDULE 8(j) Matters Company Schedule 3.6(cRelating to Licensure [See Attached] SCHEDULE 8(k) Benefit Plan Liabilities Company Schedule 3.7(bMatters Relating to Reports and Reimbursements Not Applicable. 50 SCHEDULE 8(l) Scheduled Contingent Liabilities Company Schedule 3.7(dSurveys, Private Rates, Census and Licensed Beds [See Attached] SCHEDULE 8(m) Accounts Receivable Company Schedule 3.7(cOccupied Beds; Rates [See Attached] SCHEDULE 10(a)(v) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage InterestsDue Diligence Materials [See Attached]

LIST OF SCHEDULES. Company Schedules Company -- To be Prepared by MCE/Counsel for MCE Schedule 3.1 Foreign Qualifications Company 1.5 Directors and Officers of the Surviving Corporations Schedule 1.8 Payment of Merger Consideration at Closing Schedule 2.5 Capitalization of MCE Schedule 2.8 Subsidiaries of MCE Schedule 2.9 MCE Financial Statements Schedule 2.11 Changes Since MCE Current Balance Sheet Date Schedule 2.12 Liabilities; Indebtedness of MCE Schedule 5.16 Form of Non-Named Shareholders Employment Agreements Schedule 6.7(a) Form of Named Shareholders Employment Agreements Schedule 6.7(b) Form of Consulting Agreement Schedule 6.8 Form of Noncompetition Agreements Schedule 6.9(a) Form of Named Shareholders Letter Agreements Schedule 6.9(b) Form of Non-Named Shareholders Letter Agreements Schedule 6.10 Form of Shareholders Indemnification Agreement Schedule 6.11 Form of Escrow Agreement Schedule 6.12(a) Form of NCCC/Hanixxx Xxxtrument of Accession Schedule 6.12(b) Form of MCE Shareholders' Agreement Schedule 6.14 Matters on Opinion Letter from Counsel for Metelics Schedules -- To be Prepared by Metelics/Counsel for Metelics Schedule 3.4 Company Defaults or Consents Company Capitalization of Metelics Schedule 3.5 Shareholders of Metelics; Pro Rata Percentages Schedule 3.6 No Proceedings Company Violation Schedule 3.6(a) 3.9 Metelics Financial Statements Schedule 3.10 Changes Since Metelics Current Balance Sheet Date Schedule 3.11 Liabilities; Indebtedness of Metelics Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14 Leased Premises Schedule 3.15 Business; Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan Liabilities Company 3.19 Taxes Schedule 3.7(b) Scheduled Contingent Liabilities Company 3.20 Insurance Schedule 3.7(d) Accounts Receivable Company 3.21 Receivables Schedule 3.7(c) Liens Company 3.22 Permits 61 63 Schedule 3.8(a) Certain Material Changes Company 3.23 Affiliated Transactions Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company 3.24A Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned 3.24B Licensed Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company 3.25 Material Contracts Schedule 3.14(s) Exclusivity Company 3.29 Status as Minority Supplier or Customer Matters Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax 7.8 Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage Interestson Opinion Letter from Counsel for MCE Companies

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company 1 Lifetime Plan Schedule 3.4 Company Defaults or Consents Company Part 1: Statement of Work Schedule 3.5 No Proceedings Company 2 Programme Management Schedule 3.6(a) Part 1: Programme Controls Part 2: Setting the LTP and Change Control Part 3: Project Validation and Financial Sanction Schedule 3 Commercial Schedule Part 1: Customer Contracts Part 2: Permitted Activities Schedule 4 Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan Liabilities Company Part 1: Nominated Staff Part 2: Key Personnel Part 3: Pro Forma Secondment Agreement Part 4: Deed of Participation Part 5: Pro Forma Impartiality Undertaking Schedule 3.7(b) Scheduled Contingent Liabilities Company 5 Subcontracting/Procurement Schedule 3.7(d) Accounts Receivable Company Part 1: Subcontracting/Procurement Requirements Part 2: Inter-SLC Service Contract Pro Forma Schedule 3.7(c) Liens Company 6 Finance Schedule 3.8(a) Certain Material Changes Company Part 1 Funding Limit and Available Incentive Fee Part 2 Use of Performance Based Incentives Part 3 Calculation of Efficiency Gain Fee Part 4 Costs Principles and Procedure Part 5: Not used. Part 6: Cashflow Forecasting and Calculating Dates for Payment Part 7: Provisions Applying to Defective Performance of Alternative Remuneration Tasks Schedule 3.8(b) Certain Actions Company 7 Property Schedule 3.9(a) Compliance with Law Company Part 1: Nuclear Licensed Site Area Plans Part 2: Site Boundary Plans Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned 8 Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Part 1: Parent Supplied Intellectual Property Company Schedule 3.14(l) Third-Party 9 Information Technology Schedule Part 1: Critical IT Systems Part 2: Deposit of Source Code Company Schedule 3.14(s) Exclusivity Company 10 Insurance Schedule 3.14(v) Upcoming Filings Company Part 1: Authority and Contractor Insurances Schedule 3.15 Tangible Assets Condition Company 11 Not used Schedule 3.16(a) Permits Company 12 Dispute Management Schedule 3.16(c) Environmental Law Compliance Company Part 1: Dispute Management Procedure Schedule 3.17 Banks, Accounts 13 Reporting Schedule Part 1: Monthly Reporting Requirements Schedule 14 European State Aid Part 1: European State Aid Decision Schedule 15 Not used Schedule 16 Not used Schedule 17 Knowledge Management Policy Part 1: Authority Knowledge Management Policy Schedule 18 Contractor’s Obligations in relation to the Sites Part 1: Contractor’s Obligations in relation to the Sites Schedule 19 Authorised Persons under the Contract Part 1: Addresses for Notices and Authorized Signatories Company Correspondence Schedule 3.18 Customers Company 20 Electricity Interface Obligations Schedule 3.20(b) Suspensions Company Part 1: Allocation of Responsibilities under Industry Documents Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares 21 Post Commencement Date Issues to be Issued Schedule 2.2(c) Notes Resolved Part 1: Post Commencement Date Issues to be Issued Schedule 2.3(d) Excess Working Capital Percentage InterestsResolved THIS AGREEMENT is made on 1 April 2005 and amended by deed of amendment, restatement and consolidation on 2007

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company Number Description of Schedule 3.4 Company Defaults or Consents Company --------------- ----------------------- Schedule 3.5 No Proceedings Company 2.1(c) Licenses Schedule 3.6(a2.1(d) Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan Liabilities Company Schedule 3.7(b) Scheduled Contingent Liabilities Company Schedule 3.7(d) Accounts Receivable Company Schedule 3.7(c) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Third Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Authority Schedule 2.2(a) Cash Consideration Ownership of Capital Stock of Conning Corporation, a Delaware Corporation Schedule 2.2(b) Shares Options and Other Securities Schedule 2.3 Conning Subsidiaries Schedule 2.4 Property Schedule 2.5 Financial Statements Schedule 2.7 Undisclosed Liabilities Schedule 2.8 Article II Disclosure Letter Schedule 2.9 Accounts Receivable Schedule 2.10 Regulatory Matters: Permits and Licenses Schedule 2.11 Property (Leased) Schedule 2.12 Assets Schedule 2.13 Absence of Changes Schedule 2.15 Litigation Schedule 2.15 Supplement to be Issued Litigation Schedule 2.2(c2.16 Environmental Matters Schedule 2.17 Contracts Exhibit 2.17a Insurance Asset Management, Advisory and Accounting Contracts Exhibit 2.17b Consulting / Financial Advisory Contracts Schedule 2.18 Intellectual Property Schedule 2.18a Registered Copyrights Schedule 2.19 Insurance Schedule 2.20 Officers, Directors Employees and Consultants Schedule 2.20 Supplemental Disclosure: Officers, Directors Employees and Consultants Schedule 2.21 Bank Accounts Schedule 2.22 Transaction with Related Parties Schedule 2.23 Labor Matters Schedule 2.24 Employee Benefits Schedule 2.25 Discrimination and Occupational Safety and Health Schedule 2.27 Governmental Approvals and Filings Schedule 2.28 Broker & Finder Fees Schedule 2.29 Outside Financial Interest Schedule 2.30 Guarantees Schedule 2.31 Foreign Operations and Export Control Schedule 2.33 Qualified Investors Schedule 3.1(b) Existence and Qualifications Schedule 3.1(c) Existence and Qualifications Schedule 3.5 Property Schedule 3.6 Financial Statements Schedule 3.8 Undisclosed Liabilities Schedule 3.10 Accounts Receivable Schedule 3.11 Regulatory Matters Schedule 3.12 Real Property Schedule 3.13 Assets Schedule 3.14 Absence of Changes Schedule 3.16 Litigation Schedule 3.17 Environmental Schedule 3.18 Contracts Schedule 3.19 Intellectual Property Schedule 3.20 Insurance Schedule 3.21 Officers, Directors, et al Schedule 3.22 Bank Accounts Schedule 3.23 Related Persons Schedule 3.24 Labor Schedule 3.25 ERISA Schedule 3.26 OSHA Schedule 3.28 Approvals Schedule 3.29 Brokers Schedule 3.30 Outside Interests Schedule 3.31 Guarantees Exhibit A Certificate of Designation Exhibit B CAM and Conning Corp. Notes Exhibit C Shareholders' Agreement Exhibit D Option Cancellation Agreement Exhibit E CAM Optionees Exhibit F Option Agreement Exhibit G Key Employees Exhibit H Employment Agreements Exhibit I Legend Exhibit J Escrow Agreement Exhibit K Opinions of Conning Corp.'s, Conning's and the Equity Holders' Counsel Exhibit L Opinions of General American's, GAHC's, GAIMCO's and CAM's Counsel Separate schedule for each individual equity holder, listing the name and address of the equity holder, number of shares of Conning, Inc. (formerly Conning Corporation) common stock contributed by the equity holder, number of shares of the Company (formerly Conning Asset Management Company) preferred stock received by the equity holder for such Conning, Inc. common stock, amount of cash received for such Conning, Inc. common stock, number of options to be Issued Schedule 2.3(dpurchase Conning, Inc. common stock held by the equity holder canceled, number of shares of Company preferred stock received by the equity holder for such canceled options, amount of cash received by the equity holder for such canceled options and the pro rata (by number and percentage) Excess Working Capital Percentage Interestsshares of indemnity applicable to the equity holder pursuant to Sections 7.2(a), 7.2(a)(iv), 7.2(a) excluding 7.2(a)(iv) and 7.2(b) of the Contribution Agreement.

LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company 1.1(a)(i)(A) RC International Marks Schedule 3.4 Company Defaults or Consents Company 1.1(a)(i)(C) RC International Websites Schedule 3.5 No Proceedings Company 1.1(a)(i)(D) RC International Customer List Schedule 3.6(a1.1(a)(iv) Employee Benefit Matters Company RC International Office Equipment Schedule 3.6(c1.1(a)(v) Benefit Plan Liabilities Company RC International Assumed Contracts Schedule 3.7(b1.1(b)(i)(A) Scheduled Contingent Liabilities Company Cott Marks Schedule 3.7(d1.1(b)(i)(B) Accounts Receivable Company Cott US Formulas Schedule 3.7(c1.1(b)(iv) Liens Company Cott Equipment Schedule 3.8(a1.1(b)(v) Certain Material Changes Company Cott Assumed Contracts Schedule 3.8(b1.1(b)(vii) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Description of Owned Real Property Company Schedule 3.12(a1.1(b)(viii) Cott Financial Information Schedule 1.2(f) RC Domestic Formulas Schedule 2.3(a) Working Capital Calculation Schedule 2.3(b) Valuation Methods Schedule 3.3(l) Agreements Subject to Joinder Schedule 4.2(c) Consents of Governmental Authorities Schedule 4.8 Transferred Employees Schedule 5.2 Conflicts with RC International Material Assumed Contracts Company Schedule 3.12(b5.3 RC International Litigation Schedule 5.5(a) Division Performance Statement Schedule 5.6(a) Exceptions to Title to RC International Assets Schedule 5.7 RC International Material Assumed Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned 5.8 RC International Intellectual Property Company Schedule 3.14(h5.11(b) Creators RC International Labor Matters Schedule 5.12 RC International Customers Schedule 5.13(a) RC International Employee Plans Schedule 5.13(c) RC International Multiemployer Plans Schedule 6.2 Conflicts with Cott Material Assumed Contracts Schedule 6.3 Cott Litigation Schedule 6.6(a) Exceptions to Title to Cott Assets Schedule 6.7 Cott Material Assumed Contracts Schedule 6.11(b) Cott Labor Matters Schedule 6.12(a) Cott Employee Plans Schedule 6.12(c) Cott Multiemployer Plans Schedule 6.14(c) Condition of Company Owned Intellectual Real Property Company Schedule 3.14(l6.15 Environmental Matters Schedule 9.2 Conduct of Business Pending Closing Schedule 11.3(a) Third-Party Source Code Company Permitted Branded Carbonated Soft Drinks Schedule 3.14(s12.1 Permitted Encumbrances LIST OF EXHIBITS Exhibit A Bilx xx Sale Exhibit B Assumption Agreement Exhibit C Trademark Assignment Exhibit D Copyright Assignment Exhibit E Termination Agreement Exhibit F Transitional Services Agreement Exhibit G Settlement Termination Agreement Exhibit H Guaranty Exhibit I Remediation Agreement Summary ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of June 13, 2001, by and among Royal Crown Company, Inc., a Delaware corporation ("Seller"), and Cott Corporation, a Canada corporation ("Cott") Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banksand BCB USA Corp., Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage Interestsa Georgia corporation ("BCB").