FORM OF MANAGEMENT AGREEMENTManagement Agreement • December 12th, 2003 • New York
Contract Type FiledDecember 12th, 2003 JurisdictionTHIS MANAGEMENT AGREEMENT (this "Management Agreement") is made and entered into as of this 6th day of December, 2003 by and among Cable & Wireless USA, Inc., a Delaware corporation ("CWUSA"), Cable & Wireless Internet Services, Inc., a Delaware corporation (“CWIS”, and together with CWUSA and their respective subsidiaries set forth on Annex I to the Asset Purchase Agreement, the “Sellers”), and Gores Asset Holdings, Inc., a Delaware corporation, or its Buyer Designee (as defined in the Asset Purchase Agreement referred to below) (“Gores” or "Manager"). Sellers and Manager are referred to individually in this Management Agreement as a "Party" and, collectively, as the "Parties."