Common use of TABLE OF SCHEDULES Clause in Contracts

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description of Restructuring Schedule 2.5 Payment Instructions Schedule 3.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 3.2 Resolutions Schedule 3.3 Authorized Capital Stock Schedule 3.4 Financial Statements Schedule 3.5 Changes in Business or Condition Schedule 3.7 Undisclosed Liabilities Schedule 3.8 Taxes Schedule 3.9 Accounts Receivable Schedule 3.10 Notice of Default, Breach or Violation Schedule 3.11 Litigation Schedule 3.12 Real Property Owned Schedule 3.13 Liens on Personal Property Owned Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 Environmental Matters Schedule 3.19 Contracts Schedule 3.20 Intellectual Property Schedule 3.21 Insurance Policies Schedule 3.22 Officers, Directors, Employees and Consultants Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims Schedule 3.29 Products Warranties Schedule 3.30 Product Liability Schedule 3.32 Foreign Assets -iv- Schedule 3.33 Foreign Operations and Export Control Schedule 3.36 Affiliates Schedule 3.37 Guarantees Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests Exhibit A Form of CPFC Subordinated Promissory Note Exhibit B Form of Security Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Exhibit D Form of Legal Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(2) of Regulation S-K, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of this 8th day of December, 1997, by and among CHAMPION FINANCIAL CORPORATION, a Utah corporation (the "Buyer"), HEALTHSTAR, INC., an Illinois corporation ("Company"), and THOMAS H. STATEMAN, an individual resident in Illinois (the "Seller"). Xxxxxxxxxxx xxxms are defined in Article I.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description of Restructuring Schedule 2.5 Payment Instructions Schedule 3.1 Articles of IncorporationForeign Qualifications Schedule 3.3(a) Shareholder Information Schedule 3.3(e) Voting Trusts, Bylaws Shareholder Agreements, Proxies or Similar Agreements Schedule 3.6 Officers and Certificate of Existence and Good Standing Schedule 3.2 Resolutions Schedule 3.3 Authorized Capital Stock Schedule 3.4 Financial Statements Schedule 3.5 Changes in Business or Condition Directors Schedule 3.7 Undisclosed Bank Accounts Schedule 3.8 Tangible Assets and Owned or Leased Properties Schedule 3.9 Material Contracts Schedule 3.10(a) No Conflict or Violation; Consents Schedule 3.10(b) Notices to Governmental Authorities Schedule 3.11 Permits Schedule 3.13 Absence of Certain Changes or Events Schedule 3.14 Liabilities Schedule 3.8 3.15 Litigation Schedule 3.16 Labor Matters Schedule 3.17 Employee Benefit Plans Schedule 3.18 Related Party Transactions Schedule 3.19 Compliance with Law Schedule 3.20(a) Intellectual Property – General Schedule 3.20(c) Intellectual Property – Royalties and Licenses Schedule 3.20(d) Intellectual Property – Ownership Schedule 3.20(e) Intellectual Property – Absence of Claims Schedule 3.20(f) Intellectual Property – Protection Schedule 3.21 Taxes Schedule 3.9 Accounts Receivable 3.22 Insurance Schedule 3.10 Notice of Default, Breach or Violation 3.24 Customers and Suppliers Schedule 3.11 Litigation Schedule 3.12 Real Property Owned Schedule 3.13 Liens on Personal Property Owned Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 3.25 Environmental Matters Schedule 3.19 Contracts 3.29 Real Property Schedule 3.20 4.15 Intellectual Property Schedule 3.21 Insurance Policies 6.3(b) Required Consents Schedule 3.22 Officers7.4 Xxxxxx Guaranties Schedule 9.14(b) Accredited Investors ANNEXES Annex I – This Annex includes the amount and type of consideration each shareholder is receiving in the Merger, Directors, Employees and Consultants Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims Schedule 3.29 Products Warranties Schedule 3.30 Product Liability Schedule 3.32 Foreign Assets -iv- Schedule 3.33 Foreign Operations their names and Export Control Schedule 3.36 Affiliates Schedule 3.37 Guarantees Schedule 4.1 Articles addresses for notice purposes. Annex II – Allocation of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests Merger Consideration TABLE OF EXHIBITS Exhibit A Form of CPFC Subordinated Promissory Note Intentionally Omitted Exhibit B Form of Security Registration Rights Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Subordinated Purchase Notes Exhibit D Form of Legal Subordinated Indemnity Note Exhibit E Form of Transmittal Letter Exhibit F Form of Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(2) K&L Gates, LLP Exhibit G Form of Regulation S-KOpinion of Xxxxxxx Xxxxx + Xxxxxx LLP AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy dated as of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT June 29, 2010 (the "“Agreement") is entered into as of this 8th day of December”), 1997, by and among CHAMPION FINANCIAL CORPORATIONUnify Corporation, a Utah Delaware corporation (the "“Buyer"”), HEALTHSTARUnify Acquisition Corp., INC.a California corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), an Illinois Strategic Office Solutions, Inc., d/b/a Daegis, a California corporation ("“Company"”), and THOMAS H. STATEMANonly with respect to Sections 8.2(a)(i), an individual resident in Illinois 9.13 and 9.14 of this Agreement, the Shareholders that are signatories to this Agreement (the "Seller"“Signing Shareholders”). Xxxxxxxxxxx xxxms are defined in Article I..

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description 1.2(h) IPH Product Line Schedule 1.3(l) Excluded Contracts Schedule 1.7 Allocation of Restructuring Purchase Price Disclosure Schedule 2.5 Payment Instructions 3.2(a) Corporate Status Disclosure Schedule 3.1 Articles 3.4(a) Capitalization of Incorporation, Bylaws and Certificate of Existence and Good Standing the Acquired Companies Disclosure Schedule 3.2 Resolutions 3.5(a) No Conflicts Disclosure Schedule 3.3 Authorized Capital Stock Schedule 3.4 Financial Statements Schedule 3.5 Changes in Business 3.5(b) Governmental Approval or Condition other Consent Disclosure Schedule 3.7 Undisclosed Liabilities Annual Accounts and CLD Pro Forma Annual Accounts 2005 Disclosure Schedule 3.8 Taxes Litigation Disclosure Schedule 3.9 Accounts Receivable 3.9(a) Compliance with Applicable Laws Disclosure Schedule 3.10 Notice 3.9(b) Government Approvals and other Consents Necessary for or Material to the Conduct of Default, Breach the Acquired Operations Disclosure Schedule 3.10(a) Liens Against Acquired Assets Disclosure Schedule 3.10(c) Services provided by LSG or Violation any Affiliate to the Acquired Operations Disclosure Schedule 3.11 Litigation 3.11(a) Material Contracts Disclosure Schedule 3.12 3.11(b) Material Disputes or Termination Events Pending or Threatened under any Material Contract Disclosure Schedule 3.12(a) Owned Intellectual Property Disclosure Schedule 3.12(b) Owned Intellectual Property that is being Infringed or Used Without a License or Permission Disclosure Schedule 3.12(d) Work for Hire Arrangements Disclosure Schedule 3.13(a) Owned Real Property Owned and Leased Real Property Disclosure Schedule 3.13 Liens on Personal 3.13(b) Leases Requiring the Consent of Lessor Disclosure Schedule 3.13(e) Rights to Purchase or Rights of First Refusal regarding Real Property Owned Disclosure Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 Environmental Matters Disclosure Schedule 3.19 Contracts Schedule 3.20 Intellectual Property Schedule 3.21 Insurance Policies Schedule 3.22 Officers, Directors, 3.15(a) List of Employees and Consultants of Acquired Companies and Sellers Disclosure Schedule 3.23 Bank Accounts 3.15(b) Collective Bargaining and Labor Agreements Disclosure Schedule 3.24 Transactions with Affiliates 3.15(c) Labor Disputes Disclosure Schedule 3.25 Labor 3.16(a) Material Benefit Plans Disclosure Schedule 3.16(g) Assets and Obligations of Xxxxxxx Manufacturing Company Pension Plan Disclosure Schedule 3.16(h) Post-Employment Benefits of Employees in the Acquired Operations Disclosure Schedule 3.17 Tax Matters Disclosure Schedule 3.26 Employee Benefit Matters 3.18 Insurance Disclosure Schedule 3.27 Employment Discrimination Claims 3.19 Outstanding Indebtedness of Sellers and Acquired Companies Disclosure Schedule 3.29 Products Warranties 3.20 Inventory Disclosure Schedule 3.30 Product Liability 3.21 Information Technology Schedule 3.32 Foreign Assets -iv- 5.1(b) Material Negative Findings Identified during Second Phase Due Diligence Schedule 3.33 Foreign Operations 5.1(c) Material Negative Findings Identified between January 26, 2006, and Export Control the Date of Signing Schedule 3.36 Affiliates 5.14(a) Known Items Schedule 3.37 6.2(i) Termination of Contracts as a Condition to Obligations of the Buyer Schedule 6.2(j) Consents required as a Condition to Obligations of the Buyer Schedule 7.1(b) Excluded Employees Schedule 11.1(a) Outstanding Guarantees of the Sellers to be Assumed by the Buyer Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests Exhibit A Form of CPFC Subordinated Promissory Note Exhibit B Form of Security Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Exhibit D Form of Legal Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(211.1(b) of Regulation S-K, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK Sellers’ Knowledge PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into dated as of May 23, 2006 (this 8th day of December, 1997“Agreement”), by and among CHAMPION FINANCIAL CORPORATIONAlliance Laundry Systems LLC, a Utah Delaware limited liability company (the “Buyer”), Laundry Systems Group NV, a limited liability company organized and existing under the laws of Belgium (“LSG”), Xxxxxxx Manufacturing Company, a Rhode Island corporation (the "Buyer"“Xxxxxxx”), HEALTHSTARXxxxxx USA Inc., INC., an Illinois a North Carolina corporation ("Company"“Xxxxxx”), LSG North America, Inc., a North Carolina corporation (“LSG North America” and, together with LSG, Xxxxxxx and THOMAS H. STATEMANXxxxxx, an individual resident in Illinois (the "Seller"“Sellers”). Xxxxxxxxxxx xxxms Capitalized terms used in this Agreement are defined in Article I.Section 11.1.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description of Restructuring Other Excluded Liabilities Schedule 2.5 Payment Instructions 4.1(k) Employment Agreements at Closing Schedule 3.1 Articles of Incorporation4.2 Excluded Assets Schedule 5.1(a) Jurisdictions in which Corporation is Qualified Schedule 5.2(a) Capital Structure and Share Ownership - the Corporation Schedule 5.2(b) Capital Structure - Options, Bylaws and Certificate of Existence and Good Standing Warrants, etc. Schedule 3.2 Resolutions 5.4(b) Conflicts, Breaches, Violations Schedule 3.3 Authorized Capital Stock 5.5 Consents Schedule 3.4 5.6(a) Financial Statements Schedule 3.5 5.6(b) Projections Schedule 5.7(a) Scheduled Contracts Schedule 5.7(b) Scheduled Contracts - Validity, Breach Schedule 5.7(c) Scheduled Contracts - Termination, Modification Schedule 5.7(d) Leases Schedule 5.7(e) Agreements With Affiliates Schedule 5.7(f) Legal Services Schedule 5.8(a) Liens Schedule 5.8(b) Leasehold Interest Schedule 5.8(c) Depreciable Property Schedule 5.9(a) Owned Intellectual Property Schedule 5.9(b) Licensed Intellectual Property Schedule 5.9(c) Intellectual Property - Proceedings Schedule 5.9(d) Owned Intellectual Property - Licenses Schedule 5.10 Litigation and Compliance with Law Schedule 5.11 Taxes Schedule 5.12 Permits Schedule 5.14 Certain Changes in Business or Condition Events Schedule 3.7 5.15(a) Employee Benefit Plans Schedule 5.15(a)(1) Cars and Club Dues Schedule 5.15(d) Prohibited Transactions Schedule 5.15(e) Retiree Benefits Schedule 5.15(f) Penalties and Fines re Plans Schedule 5.15(g) Severance/Termination Benefits Schedule 5.16(a) Collective Bargaining Agreements Schedule 5.16(b) Labor - Miscellaneous Schedule 5.16(c) List of Employees, Compensation, Etc. Schedule 5.16(d) Written Employment Agreements Schedule 5.17 Insurance Schedule 5.19 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 3.8 Taxes 5.21 Relationship with Affiliates Schedule 3.9 5.23 Accounts Receivable Disputes Schedule 3.10 Notice of Default, Breach or Violation 5.24 Inventory Exceptions Schedule 3.11 Litigation Schedule 3.12 Real Property Owned Schedule 3.13 Liens on Personal Property Owned Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 5.25 Environmental Matters Schedule 3.19 5.26 Government Contracts Schedule 3.20 Intellectual 5.26(a) Identification of Issues Schedule 5.26(b) Audits, Etc. Schedule 5.26(c) Suspensions Schedule 5.26(d) Investigations Schedule 5.26(e) Claims, Etc. Schedule 5.26(f) Test Results Schedule 5.26(g) Contract Bid Exceptions Schedule 5.26(h) Customer Furnished Property Schedule 3.21 Insurance Policies 5.26(i) Security Clearances Schedule 3.22 Officers, Directors, Employees and Consultants Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims Schedule 3.29 Products Warranties Schedule 3.30 5.27 Product Liability Schedule 3.32 Foreign Assets -iv- 5.29 Bank Charges, Rebates, Etc. Schedule 3.33 Foreign Operations and Export Control 5.30 Quote Log Schedule 3.36 Affiliates 5.32 Title to Shares Schedule 3.37 Guarantees 7.1 Conduct of Business (Not applicable) Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing 8.9 Severance Obligations Schedule 6.1 Business Interests Exhibit A Form of CPFC Subordinated Promissory Note Exhibit B Form of Security Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Exhibit D Form of Legal Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(29.2(f) of Regulation S-K, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of this 8th day of December, 1997, by and among CHAMPION FINANCIAL CORPORATION, a Utah corporation (the "Buyer"), HEALTHSTAR, INC., an Illinois corporation ("Company"), and THOMAS H. STATEMAN, an individual resident in Illinois (the "Seller"). Xxxxxxxxxxx xxxms are defined in Article I.Closing Bonuses Schedule 11.4 Arbitration Procedures

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description of Restructuring A Acquired Subsidiaries Schedule 2.5 Payment Instructions B Acquired Centers Schedule 3.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing C Retained Centers Schedule 1.2(b) Excluded Supply Contracts Schedule 1.2(c) Excluded Maintenance Contracts Schedule 1.2(e) Excluded Employment Related Contracts Schedule 1.2(h) Real Property on which Retained Centers are Located Schedule 3.2 Resolutions Schedule 3.3 Authorized Capital Stock Capitalization of Certain Subsidiaries Schedule 3.4 Consents and Approvals Schedule 3.6 Compliance with Applicable Laws Schedule 3.7 Permits and Third-Party Licenses Schedule 3.8(a) Compliance with Medicare and Medicaid Schedule 3.8(b) Reimbursement for Medicare and Medicaid Schedule 3.8(d) Certifications to Participate in Material Payor Programs Schedule 3.8(e) Material Payor Participation Schedule 3.8(f) Reimbursement for Material Payor Programs Schedule 3.8(g) Accreditation Schedule 3.8(h) Settlement or Corporate Integrity Agreements Schedule 3.8(i) Medical Records Schedule 3.8(j) Operations Schedule 3.9 Regulatory Compliance Schedule 3.10(a)(1) Assumed Contracts Schedule 3.10(a)(2) All Other Contracts Schedule 3.10(b) Cure Amount Schedule 3.10(d) Current Government Contracts Schedule 3.11(a) Financial Statements Schedule 3.5 Changes in Business or Condition Schedule 3.7 3.11(b) Undisclosed Liabilities Schedule 3.8 Taxes 3.12(a) Sufficiency and Condition of Assets Schedule 3.9 3.12(b) Security Interests Schedule 3.13(a) Supplies Schedule 3.13(b) Accounts Receivable Schedule 3.10 Notice 3.14(a) Material Adverse Changes Schedule 3.14(a)(iv) MAC – Contracts Schedule 3.14(a)(v) MAC – Specific Contracts Schedule 3.14(b) Conduct of Default, Breach or Violation Business; Absence of Certain Other Changes and Events Schedule 3.11 3.15 Title to Property Schedule 3.16 Litigation Schedule 3.12 3.17(a) Real Property Owned Schedule 3.13 Liens on Personal Property Owned 3.17(b) Compliance with Zoning Laws Schedule 3.14 Real and Personal Property-Leased 3.17(c) Utilities Schedule 3.18 Environmental Matters 3.17(d) Improvements Schedule 3.19 Contracts Schedule 3.20 3.18(a) Intellectual Property Schedule 3.21 Insurance Policies 3.18(b) IP License Agreements Schedule 3.18(c) Use and Infringement of Intellectual Property Schedule 3.19(a) Employment and Labor Matters Table of Contents Schedule 3.19(b) WARN Act Schedule 3.19(c) Selected and Certain Other Employees Schedule 3.19(d) Agreements Concerning Employees Schedule 3.20(a) Employee Benefit Plans Schedule 3.20(b) Employee Benefit Plans Compliance with Laws Schedule 3.20(c) Seller Plans Compliance with Laws Schedule 3.20(e) Liabilities to Employment Regulatory Bodies Schedule 3.20(f) Filings in Respect of Seller Plans Schedule 3.20(g) Severance Pay; Accelerated Vesting of Benefits Schedule 3.20(h) COBRA Schedule 3.20(i) Retiree Benefits Schedule 3.21(a) Tax Returns Schedule 3.21(b) Audits Schedule 3.21(e) Tax Liens Schedule 3.22 Officers, Directors, Employees and Consultants Environmental Compliance Schedule 3.23 Bank Accounts Substantial Payors and Suppliers Schedule 3.24 3.25 Outstanding Guarantees or Pledges Schedule 3.26 Transactions with Affiliates Related Persons Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims 3.28 Insurance Schedule 3.29 Products Warranties Tangible Personal Property Schedule 3.30 Product Liability 5.4 Conduct of Business by Seller Entities Pending Closing Schedule 3.32 Foreign Assets -iv- Schedule 3.33 Foreign Operations and Export Control Schedule 3.36 Affiliates Schedule 3.37 Guarantees Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests 5.8 Material Acquired Center/Subsidiary Contracts TABLE OF EXHIBITS Exhibit A Form of CPFC Subordinated Promissory Note Xxxx of Sale Exhibit B Form of Security Assignment and Assumption Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Bid Procedures Order Exhibit D Form of Legal Opinion Sale Approval Order Exhibit E Bidding Procedures Exhibit F Form of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(2) Escrow Agreement Exhibit G Budget Exhibit H Form of Regulation S-KLicense Agreement Table of Contents ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy dated as of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT September 12, 2002 (the "“Agreement") ”), is entered into as of this 8th day of December, 1997, made by and among CHAMPION FINANCIAL CORPORATIONbetween (i) US Diagnostic Inc., a Utah Delaware corporation (the "Buyer"“Seller”), HEALTHSTAR(ii) USD Payment Corporation, INC.Inc., an Illinois a Florida corporation ("Company"“USD Payment Corp.”), (iii) Medical Imaging Centers of America, Inc., a California corporation, Meditek Industries, Inc., a Florida corporation, MICA Pacific, Inc., a California corporation, MICA Cal I, Inc., a California corporation, and MICA Flo I, Inc., a California corporation (collectively, the “Selling Subsidiaries”), and THOMAS H. STATEMAN(iv) DVI Financial Services Inc., an individual resident in Illinois a Delaware corporation, or its designated wholly-owned subsidiary or Affiliate (the "Seller"“Purchaser”). Xxxxxxxxxxx xxxms are Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I.IX.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Further Description Agencies’ Street Addresses, Telephone and Fax Numbers, e-mail Addresses, Domain Names Schedule 1.2 GAAP Exceptions Schedule 1.3 List of Restructuring Joint Ventures and the Agencies, including the branch offices, subunits and drop sites, owned by each Schedule 2.5 Payment 1.4 Agency Values Schedule 1.5 Consequential Damages Schedule 2.2 Pre-Paid Expenses Not Associated with the Assets Schedule 2.3(a) Assumed Liabilities Schedule 2.6 Employees Solicited for Employment Post-Closing Schedule 3.2(a) Wire Transfer Instructions Schedule 3.1 Articles 3.2(b)-1 Form of Incorporation, Bylaws and Promissory Note Schedule 3.8(e) Form of Escrow Agreement Schedule 3.10 Form of Amedisys Guaranty Agreement Schedule 3.11 Form of Stockholder Guaranty Agreement Schedule 4.2(a)(i) Form of Xxxx of Sale Schedule 4.2(a)(ii) List of Lease Agreements/Assignments Schedule 4.2(a)(iv) Form of Closing Certificate (the Seller) Schedule 4.2(a)(v) A/R Collection Agreement Schedule 4.2(a)(x) Non-Competition Agreement Schedule 4.2(a)(xii) West Virginia Management Services Agreement Schedule 4.2(b)(iv) Form of Existence and Good Standing Closing Certificate (the Buyer Companies) Schedule 3.2 Resolutions 5.2(b) Required Consents Schedule 3.3 7.1(b) States of Qualification Schedule 7.1(c) Membership Interests Schedule 7.2 Authorized Jurisdictions Schedule 7.3(c) Enforceability Schedule 7.3(d) Required Governmental Approvals Schedule 7.3(e) Required Notice/Approvals under Contractual Commitments Schedule 7.4 No Liens Schedule 7.6 Control of Other Entities Schedule 7.7(a) Capital Stock of the Seller Schedule 3.4 Financial Statements 7.7(b)(i) Members and Membership Interests of the Joint Ventures Schedule 3.5 Changes in Business or Condition 7.7(b)(ii) Options, Warrants, etc. of Joint Ventures Schedule 3.7 Undisclosed Liabilities 7.9(a) Ownership of the Assets Schedule 3.8 Taxes 7.9(b) Ownership of the Joint Ventures’ Assets Schedule 3.9 Accounts Receivable 7.10 Related Party Agreements Schedule 3.10 Notice of Default, Breach or Violation Schedule 3.11 7.11 Litigation Schedule 3.12 Real Property Owned 7.12(a) Financial Information Schedule 3.13 Liens on Personal Property Owned 7.13(b) Compliance with Laws Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 7.14 Environmental Matters Schedule 3.19 Contracts 7.16 Receivables Schedule 3.20 7.17(a) Real Property Schedule 7.17(c) Leases of Real Property – Exceptions Schedule 7.17(d) Fixed Assets Schedule 7.18(a) Tangible Personal Property Schedule 7.18(b) Leases of Tangible Personal Property Schedule 7.18(c) Tangible Personal Property - Exceptions to Representations & Warranties Schedule 7.19(b) Intellectual Property Assets Schedule 3.21 Insurance Policies 7.19(c) Patents Schedule 3.22 Officers, Directors, Employees and Consultants 7.21 Contractual Commitments Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims Schedule 3.29 Products 7.23 Inventories – Exceptions to Representations & Warranties Schedule 3.30 Product Liability 7.24 Insurance Schedule 3.32 Foreign Assets -iv- 7.25(a) Current Employees Schedule 3.33 Foreign Operations 7.25(b) Employment Agreements Schedule 7.25(c) Employee Policies and Export Procedures Schedule 7.25(d) Unwritten Amendments Schedule 7.25(e) Labor Compliance Schedule 7.25(f) Unions Schedule 7.25(g) Unauthorized Aliens Schedule 7.25(h) Change of Control Benefits Schedule 3.36 Affiliates 7.25(i) Other Compensation Plans Schedule 3.37 Guarantees 7.25(j) ERISA Benefit Plans Schedule 4.1 Articles 7.25(k) Retirees Schedule 7.26 Taxes Schedule 7.28 Absence of Incorporation, Bylaws Changes Schedule 7.30(a) List of Operating Agreements and Certificate Management Services Agreements of Existence the Joint Ventures Schedule 7.30(b) Banks and Good Standing Financial Institutions Schedule 6.1 Business Interests Exhibit A Form of CPFC Subordinated Promissory Note Exhibit B Form of Security Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Exhibit D Form of Legal Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(27.31(d) of Regulation S-K, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule Multi Employer Plans Schedule 7.31(e) Litigation relating to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into Plans Schedule 8.1(a) Healthcare Licenses Schedule 8.2 Agency Action or Enforcement Schedule 8.2(c)(ii) Financial Relationships with Physicians Schedule 8.2(c)(iv) Agency Actions and is not filed. Exhibits C Enforcement Against Principals and D are not material and are not filed. -v- STOCK Current or Former Employees Schedule 8.2(f) Referral Sources Schedule 8.2(g) Reimbursement or Payment Rate Appeals Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 10.2 Special Seller Indemnity Matters AMENDED AND RESTATED ASSET PURCHASE AGREEMENT ------------------------ THIS STOCK This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the "this “Agreement") is entered into ”), dated as of this 8th day of DecemberAugust 29, 19972007, is by and among CHAMPION FINANCIAL CORPORATIONAmedisys Alaska, L.L.C., a Utah limited liability company organized under the laws of the State of Alaska (“Amedisys Alaska”), Amedisys Colorado, L.L.C., a limited liability company organized under the laws of the State of Colorado (“Amedisys Colorado”), Amedisys Idaho, L.L.C., a limited liability company organized under the laws of the State of Idaho (“Amedisys Idaho”), Amedisys Kansas, L.L.C., a limited liability company organized under the laws of the State of Kansas (“Amedisys Kansas”), Amedisys New Hampshire, L.L.C., a limited liability company in formation under the laws of the State of New Hampshire (“Amedisys New Hampshire”), Amedisys Oregon, L.L.C., a limited liability company organized under the laws of the State of Oregon (“Amedisys Oregon”), Amedisys Washington, L.L.C., a limited liability company organized under the laws of the State of Washington (“Amedisys Washington”), Amedisys West Virginia, L.L.C., a limited liability company organized under the laws of the State of West Virginia (“Amedisys West Virginia”), and Amedisys Wyoming, L.L.C., a limited liability company organized under the laws of the State of Wyoming (“Amedisys Wyoming,” and collectively with Amedisys Alaska, Amedisys Colorado, Amedisys Idaho, Amedisys Kansas, Amedisys New Hampshire, Amedisys Oregon, Amedisys Washington and Amedisys West Virginia, the “Buyer Companies”), IntegriCare, Inc., a Delaware corporation (the "Buyer"), HEALTHSTAR, INC., an Illinois corporation ("Company"“Seller”), and THOMAS H. STATEMANAmedisys, an individual resident in Illinois Inc., a Delaware corporation (the "Seller"“Amedisys, Inc.”). Xxxxxxxxxxx xxxms The Seller and the Buyer Companies are sometimes collectively called the “Parties.” Certain capitalized terms that are used herein are defined in Article I.I below.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- and Exhibits ------------------------------- Schedules --------- Schedule 1.1 Further Description 2.16 - Items required with respect to Each Fee Owned Real Property of Restructuring the Borrower and its Subsidiaries Schedule 2.5 Payment Instructions 5.01(a) - Jurisdictions of Qualification, Ownership and Capital Structure - Borrower Schedule 3.1 Articles 5.01(f) - FAA Non-Compliance as of Incorporation, Bylaws the Closing Date Schedule 5.01(h) - Existing Litigation Schedule 5.01(w) - Tenant Leases in existence on the Closing Date Schedule 5.01(x) - Ground Leases in existence on the Closing Date Schedule 5.01(y) - Owned Real Property in existence on the Closing Date Schedule 8.02 - Existing Debt and Certificate of Existence and Good Standing Schedule 3.2 Resolutions Schedule 3.3 Authorized Capital Stock Schedule 3.4 Financial Statements Schedule 3.5 Changes in Business or Condition Schedule 3.7 Undisclosed Liabilities Schedule 3.8 Taxes 8.03 - Existing Liens Schedule 3.9 Accounts Receivable 8.04 - Existing Investments Schedule 3.10 Notice of Default, Breach or Violation 8.09 - Existing Affiliate Transactions Schedule 3.11 Litigation Schedule 3.12 Real Property Owned Schedule 3.13 Liens on Personal Property Owned Schedule 3.14 Real and Personal Property-Leased Schedule 3.18 Environmental Matters Schedule 3.19 Contracts Schedule 3.20 Intellectual Property Schedule 3.21 Insurance Policies Schedule 3.22 Officers, Directors, Employees and Consultants Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.27 Employment Discrimination Claims Schedule 3.29 Products Warranties Schedule 3.30 Product Liability Schedule 3.32 Foreign Assets -iv- Schedule 3.33 Foreign Operations and Export Control Schedule 3.36 Affiliates Schedule 3.37 Guarantees Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests 11.02 - Lender Addresses Exhibits -------- Exhibit A A-1 - Form of CPFC Subordinated Promissory Revolver A Note Exhibit A-2 - Form of Revolver B Note Exhibit A-3 - Form of Term Loan A Note Exhibit A-4 - Form of Term Loan B Note Exhibit B - Form of Security Agreement (Borrower) Exhibit C - Form of Legal Opinion of Seller's Counsel Compliance Certificate Exhibit D - Form of Legal Opinion Borrowing Notice Exhibit E - Form of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(2Conversion/Continuation Notice Exhibit F - Form of Assignment and Acceptance Exhibit G - Form of Guaranty of Subsidiaries Exhibit H - Form of Security Agreement (Subsidiary) Exhibit I - Form of Regulation S-K, these Schedules have been omittedSubordination Agreement Exhibit J - Form of Borrower Pledge Agreement Exhibit K - Form of Certain Ground Lease Provisions Exhibit L - Form of Guaranty of Parent Exhibit M - Form of Parent Pledge Agreement Exhibit N - Form of Estoppel and Attornment Language ________________________________________________________________________________ $450,000,000 PINNACLE TOWERS INC. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Exhibit A FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into dated as of this 8th day of DecemberJune 25, 19971999, by and among CHAMPION FINANCIAL CORPORATIONPinnacle Towers Inc., a Utah Delaware corporation (the "BuyerBorrower"), HEALTHSTAR, INC., an Illinois corporation the Lenders ("Company"as defined below), NationsBank, N.A., as a Lender and THOMAS H. STATEMAN, an individual resident in Illinois Administrative Agent (the "SellerAdministrative Agent"). Xxxxxxxxxxx xxxms are defined in Article I.Banc of America Securities LLC acted as Sole Lead Arranger and Sole Book Manager.