EXHIBIT 1Joint Filing Agreement • August 8th, 2003 • Vectis Cp Holdings LLC • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
EXHIBIT 5 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2003 • Vectis Cp Holdings LLC • Services-business services, nec • New York
EXHIBIT 4 STOCKHOLDERS AGREEMENTStockholders Agreement • August 8th, 2003 • Vectis Cp Holdings LLC • Services-business services, nec • New York
EXHIBIT 3 STOCK AND WARRANT PURCHASE AND EXCHANGE AGREEMENTStock and Warrant Purchase and Exchange Agreement • August 8th, 2003 • Vectis Cp Holdings LLC • Services-business services, nec • New York
CONVERSION AND CONTRIBUTION AGREEMENT BY AND AMONG CP HOLDCO, LLC AND THE PERSONS NAMED ON SCHEDULE I HERETO Dated: December 5, 2007Conversion and Contribution Agreement • December 20th, 2007 • Vectis Cp Holdings LLC • Services-business services, nec • Delaware
THIS CONVERSION AND CONTRIBUTION AGREEMENT, dated December 5, 2007 (this “Agreement”), by and among the persons set forth on Schedule I attached hereto (each, a “Contributing Shareholder” and together, the “Contributing Shareholders”) and CP Holdco, LLC, a Delaware limited liability company (“Parent”).
NOTE EXCHANGE AGREEMENT BY AND AMONG CRITICAL PATH, INC. AND THE PERSONS NAMED ON SCHEDULE I HERETO DATED AS OF December 5, 2007Note Exchange Agreement • December 20th, 2007 • Vectis Cp Holdings LLC • Services-business services, nec • Delaware
THIS NOTE EXCHANGE AGREEMENT, dated December 5, 2007 (this “Agreement”), among Critical Path, Inc., a California corporation (the “Company”) and the persons set forth on Schedule I attached hereto (each, an “Exchanging Noteholder” and together, the “Exchanging Noteholders”).
EXHIBIT A SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 20th, 2007 • Vectis Cp Holdings LLC • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
VOTING AGREEMENT BY AND AMONG CP HOLDCO, LLC AND THE ENTITIES AND PERSONS NAMED ON SCHEDULE I HERETO DATED AS OF DECEMBER 5, 2007Voting Agreement • December 20th, 2007 • Vectis Cp Holdings LLC • Services-business services, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of December 5, 2007, by and among CP Holdco, LLC, a Delaware limited liability company (“Parent”) and the entities and persons set forth on Schedule I attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CP HOLDCO, LLC, CP MERGER CO. AND CRITICAL PATH, INC. DATED AS OF DECEMBER 5, 2007Agreement and Plan of Merger • December 20th, 2007 • Vectis Cp Holdings LLC • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 5, 2007, is entered into by and among CP Holdco, LLC, a Delaware limited liability company (“Parent”), CP Merger Co., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Critical Path, Inc., a California corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties”).
