Common use of TABLE OF SCHEDULES Clause in Contracts

TABLE OF SCHEDULES. Schedule 1.1 Other Excluded Liabilities Schedule 4.1(k) Employment Agreements at Closing Schedule 4.2 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, Warrants, etc. Schedule 5.4(b) Conflicts, Breaches, Violations Schedule 5.5 Consents Schedule 5.6(a) Financial Statements Schedule 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 or Events Schedule 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 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 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 5.26(i) Security Clearances Schedule 5.27 Product Liability Schedule 5.29 Bank Charges, Rebates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title to Shares Schedule 7.1 Conduct of Business (Not applicable) Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration Procedures

TABLE OF SCHEDULES. Schedule 1.1 A Acquired Subsidiaries Schedule B Acquired Centers Schedule 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 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 Excluded Liabilities Contracts Schedule 4.1(k3.10(b) Employment Agreements at Closing Cure Amount Schedule 4.2 Excluded Assets 3.10(d) Current Government Contracts 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, Warrants, etc. Schedule 5.4(b) Conflicts, Breaches, Violations Schedule 5.5 Consents Schedule 5.6(a3.11(a) Financial Statements Schedule 5.6(b3.11(b) Projections Undisclosed Liabilities Schedule 5.7(a3.12(a) Scheduled Sufficiency and Condition of Assets Schedule 3.12(b) Security Interests Schedule 3.13(a) Supplies Schedule 3.13(b) Accounts Receivable Schedule 3.14(a) Material Adverse Changes Schedule 3.14(a)(iv) MAC – Contracts Schedule 5.7(b3.14(a)(v) Scheduled MAC – Specific Contracts - Validity, Breach Schedule 5.7(c3.14(b) Scheduled Contracts - Termination, Modification Conduct of Business; Absence of Certain Other Changes and Events 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 3.15 Title to Property Schedule 5.9(a3.16 Litigation Schedule 3.17(a) Owned Real Property Schedule 3.17(b) Compliance with Zoning Laws Schedule 3.17(c) Utilities Schedule 3.17(d) Improvements Schedule 3.18(a) Intellectual Property Schedule 5.9(b3.18(b) Licensed IP License Agreements Schedule 3.18(c) Use and Infringement of Intellectual Property Schedule 5.9(c3.19(a) Intellectual Property - Proceedings Employment and Labor Matters Table of Contents Schedule 5.9(d3.19(b) Owned Intellectual Property - Licenses WARN Act Schedule 5.10 Litigation 3.19(c) Selected and Compliance with Law Certain Other Employees Schedule 5.11 Taxes 3.19(d) Agreements Concerning Employees Schedule 5.12 Permits Schedule 5.14 Certain Changes or Events Schedule 5.15(a3.20(a) Employee Benefit Plans Schedule 5.15(a)(13.20(b) Cars and Club Dues Employee Benefit Plans Compliance with Laws Schedule 5.15(d3.20(c) Prohibited Transactions Seller Plans Compliance with Laws Schedule 5.15(e3.20(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 5.15(f3.21(a) Penalties Tax Returns Schedule 3.21(b) Audits Schedule 3.21(e) Tax Liens Schedule 3.22 Environmental Compliance Schedule 3.23 Substantial Payors and Fines re Plans Suppliers Schedule 5.15(g) Severance/Termination Benefits 3.25 Outstanding Guarantees or Pledges Schedule 5.16(a) Collective Bargaining Agreements 3.26 Transactions with Related Persons 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 3.28 Insurance Schedule 5.19 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 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 3.29 Tangible Personal Property Schedule 5.26(i) Security Clearances Schedule 5.27 Product Liability Schedule 5.29 Bank Charges, Rebates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title to Shares Schedule 7.1 5.4 Conduct of Business by Seller Entities Pending Closing Schedule 5.8 Material Acquired Center/Subsidiary Contracts TABLE OF EXHIBITS Exhibit A Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Bid Procedures Order Exhibit D Form of Sale Approval Order Exhibit E Bidding Procedures Exhibit F Form of Escrow Agreement Exhibit G Budget Exhibit H Form of License Agreement Table of Contents ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT, dated as of September 12, 2002 (Not applicablethe “Agreement”), is made by and between (i) Schedule 8.9 Severance Obligations Schedule 9.2(fUS Diagnostic Inc., a Delaware corporation (the “Seller”), (ii) Closing Bonuses Schedule 11.4 Arbitration ProceduresUSD Payment Corporation, Inc., a Florida corporation (“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 (iv) DVI Financial Services Inc., a Delaware corporation, or its designated wholly-owned subsidiary or Affiliate (the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article IX.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Other Excluded Liabilities Further Description of Restructuring Schedule 4.1(k) Employment Agreements at Closing 2.5 Payment Instructions Schedule 4.2 Excluded Assets 3.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 5.1(a) Jurisdictions in which Corporation is Qualified 3.2 Resolutions Schedule 5.2(a) 3.3 Authorized Capital Structure and Share Ownership - the Corporation Stock Schedule 5.2(b) Capital Structure - Options, Warrants, etc. Schedule 5.4(b) Conflicts, Breaches, Violations Schedule 5.5 Consents Schedule 5.6(a) 3.4 Financial Statements Schedule 5.6(b) Projections 3.5 Changes in Business or Condition Schedule 5.7(a) Scheduled 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 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 3.20 Intellectual Property Schedule 5.9(b) Licensed Intellectual Property 3.21 Insurance Policies Schedule 5.9(c) Intellectual Property - Proceedings 3.22 Officers, Directors, Employees and Consultants 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 or Events Schedule 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 3.23 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship 3.24 Transactions with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental 3.25 Labor Matters Schedule 5.26 Government Contracts 3.26 Employee Benefit Matters Schedule 5.26(a) Identification of Issues 3.27 Employment Discrimination Claims Schedule 5.26(b) Audits, Etc. 3.29 Products Warranties 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 5.26(i) Security Clearances Schedule 5.27 3.30 Product Liability Schedule 5.29 Bank Charges3.32 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, RebatesBylaws 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, Etcthese Schedules have been omitted. Schedule 5.30 Quote Log Schedule 5.32 Title The Registrant hereby agrees to Shares Schedule 7.1 Conduct furnish supplementally a copy of Business 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 (Not applicablethe "Agreement") Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration Proceduresis 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. Schedule 1.1 Other Excluded Agencies’ Street Addresses, Telephone and Fax Numbers, e-mail Addresses, Domain Names Schedule 1.2 GAAP Exceptions Schedule 1.3 List of Joint Ventures and the Agencies, including the branch offices, subunits and drop sites, owned by each Schedule 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 4.1(k) 2.6 Employees Solicited for Employment Agreements at Post-Closing Schedule 4.2 Excluded Assets 3.2(a) Wire Transfer Instructions Schedule 5.1(a3.2(b)-1 Form of Promissory Note Schedule 3.8(e) Jurisdictions in which Corporation is Qualified Form of Escrow Agreement Schedule 5.2(a3.10 Form of Amedisys Guaranty Agreement Schedule 3.11 Form of Stockholder Guaranty Agreement Schedule 4.2(a)(i) Capital Structure and Share Ownership - 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 Corporation 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 Closing Certificate (the Buyer Companies) Schedule 5.2(b) Required Consents Schedule 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 Structure - Stock of the Seller Schedule 7.7(b)(i) Members and Membership Interests of the Joint Ventures Schedule 7.7(b)(ii) Options, Warrants, etc. of Joint Ventures Schedule 5.4(b7.9(a) Conflicts, Breaches, Violations Ownership of the Assets Schedule 5.5 Consents 7.9(b) Ownership of the Joint Ventures’ Assets Schedule 5.6(a7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.12(a) Financial Statements Information Schedule 5.6(b7.13(b) Projections Compliance with Laws Schedule 5.7(a7.14 Environmental Matters Schedule 7.16 Receivables Schedule 7.17(a) Scheduled Contracts Real Property Schedule 5.7(b) Scheduled Contracts - Validity, Breach Schedule 5.7(c) Scheduled Contracts - Termination, Modification Schedule 5.7(d7.17(c) Leases of Real Property – Exceptions Schedule 5.7(e7.17(d) Agreements With Affiliates Fixed Assets Schedule 5.7(f7.18(a) Legal Services Schedule 5.8(a) Liens Schedule 5.8(b) Leasehold Interest Schedule 5.8(c) Depreciable Tangible Personal Property Schedule 5.9(a7.18(b) Owned Intellectual Leases of Tangible Personal Property Schedule 5.9(b7.18(c) Licensed Intellectual Tangible Personal Property - Exceptions to Representations & Warranties Schedule 5.9(c7.19(b) Intellectual Property - Proceedings Assets Schedule 5.9(d7.19(c) Owned Intellectual Property - Licenses Patents Schedule 5.10 Litigation and Compliance with Law 7.21 Contractual Commitments Schedule 5.11 Taxes 7.23 Inventories – Exceptions to Representations & Warranties Schedule 5.12 Permits 7.24 Insurance Schedule 5.14 Certain Changes or Events 7.25(a) Current Employees Schedule 5.15(a7.25(b) Employment Agreements Schedule 7.25(c) Employee Policies and 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 7.25(i) Other Compensation Plans Schedule 7.25(j) ERISA Benefit Plans Schedule 5.15(a)(17.25(k) Cars and Club Dues Retirees Schedule 5.15(d) Prohibited Transactions 7.26 Taxes Schedule 5.15(e) Retiree Benefits 7.28 Absence of Changes 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(c7.30(a) List of EmployeesOperating Agreements and Management Services Agreements of the Joint Ventures Schedule 7.30(b) Banks and Financial Institutions Schedule 7.31(d) Multi Employer Plans Schedule 7.31(e) Litigation relating to the 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 Enforcement Against Principals and 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 AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), Compensationdated as of August 29, Etc2007, is by and among Amedisys Alaska, L.L.C., a 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 “Seller”), and Amedisys, Inc., a Delaware corporation (“Amedisys, Inc.”). Schedule 5.16(d) Written Employment Agreements Schedule 5.17 Insurance Schedule 5.19 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 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 5.26(i) Security Clearances Schedule 5.27 Product Liability Schedule 5.29 Bank Charges, Rebates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title to Shares Schedule 7.1 Conduct of Business (Not applicable) Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration ProceduresThe Seller and the Buyer Companies are sometimes collectively called the “Parties.” Certain capitalized terms that are used herein are defined in Article I below.

TABLE OF SCHEDULES. and Exhibits ------------------------------- Schedules --------- Schedule 1.1 Other Excluded Liabilities 2.16 - Items required with respect to Each Fee Owned Real Property of the Borrower and its Subsidiaries Schedule 4.1(k5.01(a) Employment Agreements at Closing Schedule 4.2 Excluded Assets Schedule 5.1(a) - Jurisdictions in which Corporation is Qualified Schedule 5.2(a) Capital Structure of Qualification, Ownership and Share Ownership - the Corporation Schedule 5.2(b) Capital Structure - Options, Warrants, etc. Borrower Schedule 5.4(b5.01(f) Conflicts, Breaches, Violations - FAA Non-Compliance as of the Closing Date Schedule 5.5 Consents 5.01(h) - Existing Litigation Schedule 5.6(a5.01(w) Financial Statements - Tenant Leases in existence on the Closing Date Schedule 5.6(b5.01(x) Projections - Ground Leases in existence on the Closing Date Schedule 5.7(a5.01(y) Scheduled Contracts - Owned Real Property in existence on the Closing Date Schedule 5.7(b) Scheduled Contracts 8.02 - Validity, Breach Existing Debt and Liabilities Schedule 5.7(c) Scheduled Contracts 8.03 - Termination, Modification Schedule 5.7(d) Leases Schedule 5.7(e) Agreements With Affiliates Schedule 5.7(f) Legal Services Schedule 5.8(a) Existing Liens Schedule 5.8(b) Leasehold Interest 8.04 - Existing Investments 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 8.09 - 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 or Events Schedule 5.15(a) Employee Benefit Plans Schedule 5.15(a)(1) Cars and Club Dues Schedule 5.15(d) Prohibited Existing Affiliate Transactions Schedule 5.15(e11.02 - Lender Addresses Exhibits -------- Exhibit A-1 - Form of 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) Retiree Benefits Schedule 5.15(fExhibit C - Form of Compliance Certificate Exhibit D - Form of Borrowing Notice Exhibit E - Form of Conversion/Continuation Notice Exhibit F - Form of Assignment and Acceptance Exhibit G - Form of Guaranty of Subsidiaries Exhibit H - Form of Security Agreement (Subsidiary) Penalties Exhibit I - Form of Subordination 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 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 Attornment Language ________________________________________________________________________________ $450,000,000 PINNACLE TOWERS INC. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of EmployeesJune 25, Compensation1999, Etcamong Pinnacle Towers Inc., a Delaware corporation (the "Borrower"), the Lenders (as defined below), NationsBank, N.A., as a Lender and Administrative Agent (the "Administrative Agent"). Schedule 5.16(d) Written Employment Agreements Schedule 5.17 Insurance Schedule 5.19 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 5.26(a) Identification Banc 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 5.26(i) Security Clearances Schedule 5.27 Product Liability Schedule 5.29 Bank Charges, Rebates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title to Shares Schedule 7.1 Conduct of Business (Not applicable) Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration ProceduresAmerica Securities LLC acted as Sole Lead Arranger and Sole Book Manager.

TABLE OF SCHEDULES. Schedule 1.1 Other Excluded Liabilities 3.1 Foreign Qualifications Schedule 4.1(k3.3(a) Employment Shareholder Information Schedule 3.3(e) Voting Trusts, Shareholder Agreements, Proxies or Similar Agreements at Closing Schedule 4.2 Excluded 3.6 Officers and Directors Schedule 3.7 Bank Accounts Schedule 3.8 Tangible Assets and Owned or Leased Properties Schedule 5.1(a3.9 Material Contracts Schedule 3.10(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, Warrants, etc. Schedule 5.4(b) Conflicts, Breaches, Violations Schedule 5.5 No Conflict or Violation; Consents Schedule 5.6(a3.10(b) Financial Statements Notices to Governmental Authorities Schedule 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 3.11 Permits Schedule 5.14 3.13 Absence of Certain Changes or Events Schedule 5.15(a) 3.14 Liabilities Schedule 3.15 Litigation Schedule 3.16 Labor Matters Schedule 3.17 Employee Benefit Plans Schedule 5.15(a)(1) Cars and Club Dues Schedule 5.15(d) Prohibited 3.18 Related Party Transactions Schedule 5.15(e3.19 Compliance with Law Schedule 3.20(a) Retiree Benefits Intellectual Property – General Schedule 5.15(f3.20(c) Penalties Intellectual Property – Royalties and Fines re Plans Licenses Schedule 5.15(g3.20(d) Severance/Termination Benefits Intellectual Property – Ownership Schedule 5.16(a3.20(e) Collective Bargaining Agreements Intellectual Property – Absence of Claims Schedule 5.16(b3.20(f) Labor - Miscellaneous Intellectual Property – Protection Schedule 5.16(c) List of Employees, Compensation, Etc. 3.21 Taxes Schedule 5.16(d) Written Employment Agreements Schedule 5.17 3.22 Insurance Schedule 5.19 Bank Accounts 3.24 Customers and Suppliers Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 3.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 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 3.29 Real Property Schedule 5.26(i4.15 Intellectual Property Schedule 6.3(b) Security Clearances Required Consents Schedule 5.27 Product Liability 7.4 Xxxxxx Guaranties Schedule 5.29 Bank Charges9.14(b) Accredited Investors ANNEXES Annex I – This Annex includes the amount and type of consideration each shareholder is receiving in the Merger, Rebatesand their names and addresses for notice purposes. Annex II – Allocation of Merger Consideration TABLE OF EXHIBITS Exhibit A Intentionally Omitted Exhibit B Form of Registration Rights Agreement Exhibit C Form of Subordinated Purchase Notes Exhibit D Form of Subordinated Indemnity Note Exhibit E Form of Transmittal Letter Exhibit F Form of Opinion of K&L Gates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title LLP Exhibit G Form of Opinion of Xxxxxxx Xxxxx + Xxxxxx LLP AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2010 (the “Agreement”), among Unify Corporation, a Delaware corporation (“Buyer”), Unify Acquisition Corp., a California corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), Strategic Office Solutions, Inc., d/b/a Daegis, a California corporation (“Company”), and only with respect to Shares Schedule 7.1 Conduct Sections 8.2(a)(i), 9.13 and 9.14 of Business this Agreement, the Shareholders that are signatories to this Agreement (Not applicable) Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration Proceduresthe “Signing Shareholders”).

TABLE OF SCHEDULES. Schedule 1.1 Other 1.2(h) IPH Product Line Schedule 1.3(l) Excluded Liabilities Schedule 4.1(k) Employment Agreements at Closing Schedule 4.2 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, Warrants, etc. Schedule 5.4(b) Conflicts, Breaches, Violations Schedule 5.5 Consents Schedule 5.6(a) Financial Statements Schedule 5.6(b) Projections Schedule 5.7(a) Scheduled Contracts Schedule 5.7(b1.7 Allocation of Purchase Price Disclosure Schedule 3.2(a) Scheduled Contracts - Validity, Breach Corporate Status Disclosure Schedule 5.7(c3.4(a) Scheduled Contracts - Termination, Modification Capitalization of the Acquired Companies Disclosure Schedule 5.7(d3.5(a) Leases No Conflicts Disclosure Schedule 5.7(e3.5(b) Agreements With Affiliates Governmental Approval or other Consent Disclosure Schedule 5.7(f3.7 Annual Accounts and CLD Pro Forma Annual Accounts 2005 Disclosure Schedule 3.8 Litigation Disclosure Schedule 3.9(a) Legal Services Compliance with Applicable Laws Disclosure Schedule 5.8(a3.9(b) Government Approvals and other Consents Necessary for or Material to the Conduct of the Acquired Operations Disclosure Schedule 3.10(a) Liens Against Acquired Assets Disclosure Schedule 5.8(b3.10(c) Leasehold Interest Services provided by LSG or any Affiliate to the Acquired Operations Disclosure Schedule 5.8(c3.11(a) Depreciable Property Material Contracts Disclosure Schedule 5.9(a3.11(b) Material Disputes or Termination Events Pending or Threatened under any Material Contract Disclosure Schedule 3.12(a) Owned Intellectual Property Disclosure Schedule 5.9(b) Licensed Intellectual Property Schedule 5.9(c) Intellectual Property - Proceedings Schedule 5.9(d3.12(b) Owned Intellectual Property - Licenses that is being Infringed or Used Without a License or Permission Disclosure Schedule 5.10 Litigation 3.12(d) Work for Hire Arrangements Disclosure Schedule 3.13(a) Owned Real Property and Compliance with Law Leased Real Property Disclosure Schedule 5.11 Taxes 3.13(b) Leases Requiring the Consent of Lessor Disclosure Schedule 5.12 Permits 3.13(e) Rights to Purchase or Rights of First Refusal regarding Real Property Disclosure Schedule 5.14 Certain Changes or Events 3.14 Environmental Matters Disclosure Schedule 5.15(a3.15(a) Employee Benefit Plans List of Employees and Consultants of Acquired Companies and Sellers Disclosure 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(a3.15(b) Collective Bargaining and Labor Agreements Disclosure Schedule 5.16(b3.15(c) Labor - Miscellaneous Disputes Disclosure Schedule 5.16(c3.16(a) List Material Benefit Plans Disclosure Schedule 3.16(g) Assets and Obligations of EmployeesXxxxxxx 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 3.18 Insurance Disclosure Schedule 3.19 Outstanding Indebtedness of Sellers and Acquired Companies Disclosure Schedule 3.20 Inventory Disclosure Schedule 3.21 Information Technology Schedule 5.1(b) Material Negative Findings Identified during Second Phase Due Diligence Schedule 5.1(c) Material Negative Findings Identified between January 26, Compensation2006, Etcand the Date of Signing Schedule 5.14(a) Known Items Schedule 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 11.1(b) Sellers’ Knowledge PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of May 23, 2006 (this “Agreement”), by and among Alliance Laundry Systems LLC, a 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 (“Xxxxxxx”), Xxxxxx USA Inc., a North Carolina corporation (“Xxxxxx”), LSG North America, Inc., a North Carolina corporation (“LSG North America” and, together with LSG, Xxxxxxx and Xxxxxx, the “Sellers”). Schedule 5.16(d) Written Employment Agreements Schedule 5.17 Insurance Schedule 5.19 Bank Accounts Schedule 5.20 Undisclosed Liabilities Schedule 5.21 Relationship with Affiliates Schedule 5.23 Accounts Receivable Disputes Schedule 5.24 Inventory Exceptions Schedule 5.25 Environmental Matters Schedule 5.26 Government Contracts Schedule 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 5.26(i) Security Clearances Schedule 5.27 Product Liability Schedule 5.29 Bank Charges, Rebates, Etc. Schedule 5.30 Quote Log Schedule 5.32 Title to Shares Schedule 7.1 Conduct of Business (Not applicable) Schedule 8.9 Severance Obligations Schedule 9.2(f) Closing Bonuses Schedule 11.4 Arbitration ProceduresCapitalized terms used in this Agreement are defined in Section 11.1.