SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)

Critical Path, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

      22674V 10 0     
(CUSIP Number)

Adam M. Fox, Esq.
Dechert LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 698-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.      [   ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Page 1 of 11 sequentially numbered pages

CUSIP No. 22674V 10 0 Page 2 of 11 pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Peter Kellner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [  ]                                                                                                               (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 6,451,896
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 6,451,896
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,451,896
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES   [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.85%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 22674V 10 0 Page 3 of 11 pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Richmond CP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [  ]                                                                                                               (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 6,451,896
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 6,451,896
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,451,896
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES   [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.85%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 22674V 10 0 Page 4 of 11 pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Richmond I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [   ]                                                                                                               (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     [  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 696,056
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 696,056
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 696,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES   [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.85%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 22674V 10 0 Page 5 of 11 pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Richmond III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [   ]                                                                                                               (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     [  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 1,993,032
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,993,032
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,993,032
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES   [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.79%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 22674V 10 0 Page 6 of 11 pages

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") should be read in conjunction with the Schedule 13D filed with the Securities and Exchange Commission on February 4, 2004 (the "Original Schedule 13D") by Peter Kellner ("Mr. Kellner") and Richmond I, LLC, a Delaware limited liability company ("Richmond I"), relating to the shares of common stock, par value $0.001 per share, of Critical Path, Inc., a Delaware corporation (the "Company"), as subsequently amended by Amendment No. 1/A, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, each filed with the Securities and Exchange Commission on December 12, 2006 ("Amendment No. 1/A," "Amendment No. 2," "Amendment No. 3," and "Amendment No. 4," respectively), by Mr. Kellner, Richmond I and Richmond III, LLC, a Delaware limited liability company ("Richmond III" and, collectively with Mr. Kellner, Richmond CP LLC, a Delaware limited company ("Richmond CP"), and Richmond I, the "Reporting Persons"). This Amendment No. 5 amends Items 2-7 of the Original Schedule 13D, as amended by Amendment No. 1/A, Amendment No. 2, Amendment No. 3 and Amendment No. 4.

Item 2.      Identity and Background.

(a), (b)	Peter Kellner
	c/o Richmond Management, LLC
	645 Madison Avenue, 20th Floor
	New York, New York 10022

(c) Mr. Kellner's principal occupation is to act as a private investor. Richmond CP, Richmond I and Richmond III each is a Delaware limited liability company, and its principal business is that of a private investment limited liability company. Mr. Kellner has voting and dispositive power over Richmond CP, Richmond I and Richmond III.

(d), (e) During the last five years, the Reporting Persons (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Kellner is a citizen of the United States of America. Richmond CP, Richmond I and Richmond III each is a Delaware limited liability company.

CUSIP No. 22674V 10 0 Page 7 of 11 pages

Item 3.     Source and Amount of Funds or Other Considerations

The securities of the Company beneficially owned by the Reporting Persons have been acquired for investment purposes from Mr. Kellner's personal funds, from Richmond I's or Richmond III's working capital or from the working capital or personal funds of the investors of Richmond CP other than Mr. Kellner, Richmond I and Richmond III.

Item 4.    Purpose of Transaction

Item 4 is hereby amended by inserting the following at the end thereof:

On December 5, 2007, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with CP Holdco, LLC, a Delaware limited liability company ("Parent"), and CP Merger Co., a California corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a subsidiary of Parent (the "Merger"). Parent is owned by (i) certain affiliates of General Atlantic LLC (collectively, the "GA Shareholders"), (ii) Campina Enterprises Limited and Cenwell Limited (collectively, the "CK Shareholders") and (iii) Richmond CP.

In connection with the Merger, the Company will amend and restate its amended and restated articles of incorporation and, immediately after the effective time of the Merger, consummate a recapitalization (the "Recapitalization") consisting of, among other things, (i) the exchange of all of the Company's outstanding 13.9% promissory notes due June 30, 2008 for shares of common stock of the surviving corporation of the Merger at a price per share equal to the $0.102 per share (the "Merger Consideration") and the cancellation of all outstanding warrants to purchase shares of Series F redeemable convertible preferred stock, pursuant to a Note Exchange Agreement, dated as of December 5, 2007, by and among the Company, the GA Shareholders, Campina Enterprises Limited and Richmond CP, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein, (ii) a 70,000-to-1 reverse stock split of the Series E convertible preferred stock and the cash out of all fractional shares of Series E convertible preferred stock resulting from such reverse split, on an as-if-converted to Common Stock basis, at a per share price equal to the Merger Consideration and (iii) the conversion, upon the election of holders of a majority of the then outstanding shares of Series E convertible preferred stock, of all of the then outstanding Series E convertible preferred stock into shares of common stock of the surviving corporation of the Merger.

Concurrently with the execution of the Merger Agreement and as a condition and inducement to Parent and Merger Sub entering into the Merger Agreement, the Reporting Persons entered into a Voting Agreement, dated as of December 5, 2007 (the "Voting Agreement") pursuant to which (i) the Reporting Persons agreed to vote all of their shares of Common Stock and Series E convertible preferred stock in favor of approving and adopting the Merger Agreement and the transactions contemplated therein and (ii) agreed to certain restrictions on their ability to transfer any such shares of Common Stock or Series E convertible preferred stock or convert any such shares of Series E convertible preferred stock. A copy of the Voting Agreement is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

CUSIP No. 22674V 10 0 Page 8 of 11 pages

Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a Conversion and Contribution Agreement with Parent, dated as of December 5, 2007 (the "Conversion and Contribution Agreement") pursuant to which Richmond CP agreed to contribute its shares of Common Stock to Parent prior to the effective time of the Merger in exchange for units of membership interest in Parent. A copy of the Conversion and Contribution Agreement is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

The descriptions of the Note Exchange Agreement, the Voting Agreement and the Conversion and Contribution Agreement and the transactions contemplated thereby herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements attached as Exhibits 99.1, 99.2 and 99.3 hereto and incorporated herein by reference.

Item 5.     Interest in Securities of the Issuer.

(a) and (b) Based on the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2007, there were 37,682,065 shares of Common Stock issued and outstanding as of November 1, 2007.

Mr. Kellner beneficially owns 6,451,896 shares of Common Stock, representing approximately 15.85% of the issued and outstanding shares of Common Stock, all of which are beneficially owned by Richmond CP, for which Mr. Kellner is the managing member, and of which 696,056 and 2,314,452 shares of Common Stock are beneficially owned by Richmond I and Richmond III, respectively, representing approximately 1.85% and 5.79%, respectively, of the issued and outstanding shares of Common Stock. Of the amount of shares beneficially owned by Mr. Kellner, Richmond CP and Richmond III, 321,420 are issuable upon conversion of shares of Series F preferred stock of the Company issuable upon currently exercisable warrants (which, for reporting purposes, excludes any shares of Common Stock issuable upon conversion of Series F redeemable convertible preferred stock attributable to the accretion of dividends on such shares of Series F redeemable convertible preferred stock) and 1,993,032 are issuable upon conversion of 1,666,666 shares of Series E convertible preferred stock of the Company. The Reporting Persons have sole voting and dispositive power with respect to such shares.

As a result of the agreements described in Item 4 and Item 6, the Reporting Persons, the GA Shareholders and the CK Shareholders may be deemed to be a group for purposes of Section 13(d) of the Exchange Act; however, the Reporting Persons expressly disclaim being such a group with the GA Shareholders and the CK Shareholders and neither the filing of this Amendment nor any of its content will be deemed to constitute an admission that any of the Reporting Persons are the beneficial owners of any shares of equity securities owned by the GA Shareholders, the CK Shareholders and/or any of their respective affiliates for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

CUSIP No. 22674V 10 0 Page 9 of 11 pages

(c) Mr. Kellner, Richmond I and Richmond III agreed to transfer all securities of the Company beneficially owned by them to Richmond CP on December 5, 2007. In addition, relatives and related entities to Mr. Kellner agreed to transfer all securities of the Company beneficially owned by them, totaling 1,269,468 shares of Common Stock and 717,717 shares of Common Stock issuable upon conversion of shares of Series E convertible preferred stock of the Company in the aggregate, to Richmond CP on December 5. 2007. Except for the transactions described herein, there have been no other transactions in the securities of the Company effected by the Reporting Persons in the past 60 days from December 5, 2007.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer.

Item 6 is hereby amended by inserting the following at the end thereof:

The information set forth in Item 4 of this Amendment is hereby incorporated by reference herein.

Item 7.      Material to be filed as Exhibits.

Item 7 is hereby amended by inserting the following at the end thereof:

Exhibit 99.1:	Note Exchange Agreement, dated as of December 5, 2007, by and among the Company, the GA Shareholders, Campina Enterprises Limited and Richmond CP LLC.
Exhibit 99.2:	Voting Agreement, dated as of December 5, 2007, by and among Parent and the Voting Agreement Signatories.
Exhibit 99.3:	Conversion and Contribution Agreement, dated as of December 5, 2007, by and among Parent and the Contributing Shareholders.
Exhibit A	Agreement of Joint Filing, dated December 10, 2007, by and among Peter Kellner, Richmond CP LLC, Richmond I, LLC and Richmond III, LLC

CUSIP No. 22674V 10 0 Page 10 of 11 pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: December 10, 2007
	/s/ PETER KELLNER
	PETER KELLNER
	RICHMOND CP LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director
	RICHMOND I, LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director
	RICHMOND III, LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director

CUSIP No. 22674V 10 0 Page 11 of 11 pages

EXHIBIT A

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13D or any amendments thereto, with respect to the common stock of Critical Path, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 10th day of December 2007.

Dated: December 10, 2007
	/s/ PETER KELLNER
	PETER KELLNER
	RICHMOND CP LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director
	RICHMOND I, LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director
	RICHMOND III, LLC
	By:	/s/ PETER KELLNER
		Peter Kellner, Managing Director

EX-99

EXECUTION COPY

NOTE EXCHANGE AGREEMENT

BY AND AMONG

CRITICAL PATH, INC.

AND

THE PERSONS NAMED ON SCHEDULE I HERETO

DATED AS OF December 5, 2007

TABLE OF CONTENTS

	Page
ARTICLE I EXCHANGE OF NOTES FOR COMMON STOCK	2
Section 1.1 Exchange of the Notes; Cancellation of the Series F Warrants	2
Section 1.2 Closing	2
Section 1.3 No Transfer	2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3
Section 2.1 Corporate Existence and Power	3
Section 2.2 Authorization, No Conflicts	3
Section 2.3 Binding Effect	3
Section 2.4 Approvals and Consents	3
Section 2.5 Issuance of Exchanged Shares	3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING NOTEHOLDERS	4
Section 3.1 Existence and Power	4
Section 3.2 Authorization, No Conflicts	4
Section 3.3 Binding Effect	4
Section 3.4 Approvals and Consents	4
Section 3.5 Status of Exchanging Noteholder	5
Section 3.6 Purchase for Own Account	5
Section 3.7 Title to Notes	5
Section 3.8 Pre-existing Relationship	5
Section 3.9 No Advertising	5
ARTICLE IV CONDITIONS TO THE OBLIGATION OF THE PARTIES TO CLOSE	5
Section 4.1 Conditions to the Obligations of the Exchanging Noteholders to Close	6
Section 4.2 Conditions to the Obligations of the Company to Close	6
ARTICLE V TERMINATION	7
Section 5.1 Termination	7
Section 5.2 Effect of Termination	7

i

ARTICLE VI MISCELLANEOUS	7
Section 6.1 Survival of Representations and Warranties	7
Section 6.2 Notices	7
Section 6.3 Successors and Assigns; Third Party Beneficiaries	7
Section 6.4 Amendment and Waiver	8
Section 6.5 Counterparts	8
Section 6.6 Headings	8
Section 6.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	8
Section 6.8 Severability	9
Section 6.9 Specific Performance	9
Section 6.10 Rules of Construction	9
Section 6.11 Entire Agreement	9
Section 6.12 Further Assurances	9

SCHEDULES

Schedule I Exchanging Noteholders

ii

NOTE EXCHANGE AGREEMENT

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").

WHEREAS, each Exchanging Noteholder owns the 13.9% Senior Notes having the aggregate principal amount set forth opposite the name of such Exchanging Noteholder on Schedule I hereto (the "Notes") of the Company;

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") with CP Holdco, LLC, a Delaware limited liability company ("Parent") and CP Merger Co., a California corporation and a wholly owned subsidiary of Parent;

WHEREAS, in connection with the Merger Agreement, the Company has proposed to effect, subject to the Company Shareholder Approval (as defined in the Merger Agreement), that certain Amended and Restated Articles of Incorporation (the "Restated Articles");

WHEREAS, subject to the satisfaction or waiver of the conditions set forth herein, the Exchanging Noteholders wish to exchange, immediately after the conversion (the "Conversion Completion") of all then outstanding shares of Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series D Preferred Stock") and Series E Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series E Preferred Stock") into shares of common stock of the surviving corporation of the merger contemplated by the Merger Agreement, par value $0.001 per share (the "Common Stock"), and the Company wishes to accept, all of the then outstanding Notes for shares of Common Stock, at a per share price equal to $0.102 (subject to adjustment for stock splits, combinations, recapitalizations and similar antidilution events), and

WHEREAS, the Company proposes, in connection and simultaneously with the exchange of the Notes pursuant to the terms hereof, to cancel all outstanding warrants to purchase shares of Series F Redeemable Convertible Preferred Stock of the Company, par value $0.001 per share (the "Series F Warrants").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EXCHANGE OF NOTES FOR COMMON STOCK

Section 1.1 Exchange of the Notes; Cancellation of the Series F Warrants. Subject to the terms and conditions herein set forth, each Exchanging Noteholder hereby agrees, severally and not jointly, to exchange its Notes on the Closing Date (as defined below) for, and the Company hereby agrees to accept such Notes for cancellation and issue to such Exchanging Noteholder on the Closing Date, the aggregate number of shares of Common Stock equal to a fraction, the numerator of which is the outstanding principal amount of such Notes, together with all interest accrued thereon up to and including the Closing Date, and the denominator of which is $0.102 (subject to adjustment for stock splits, combinations, recapitalizations and similar anti-dilution events with respect to the Common Stock). The shares of Common Stock to be issued by the Company in exchange for all of the Notes are hereinafter referred to as the "Exchanged Shares". Upon the surrender of the Notes in exchange for the Exchanged Shares, all then outstanding principal amount of such Notes, together with all interest accrued thereon up to and including the Closing Date shall be deemed satisfied and such Notes shall be forthwith cancelled. Subject to the terms and conditions herein set forth, each Exchanging Noteholder hereby further agrees, severally and not jointly, that the Series F Warrants held by such Exchanging Noteholders shall be cancelled at the Effective Time (as defined in the Merger Agreement) pursuant to Section 1.09 of the Merger Agreement.

Section 1.2 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article IV herein, the closing of the exchange of the Notes and issuance of the Exchanged Shares (the "Closing") shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP at 1285 Avenue of the Americas, New York, New York 10019 immediately after the Conversion Completion (the date upon which the Closing occurs, the "Closing Date"). At the Closing, the Company shall deliver to each Exchanging Noteholder a certificate or certificates in definitive form and registered in the name of each such Exchanging Noteholder, representing his or its Exchanged Shares against delivery by such Exchanging Noteholder to the Company, for cancellation, of the Notes held by such Exchanging Noteholder.

Section 1.3 No Transfer. Prior to the earlier of the Closing and termination of this Agreement pursuant to Section 5.1, except with the prior written consent of the Company, no Exchanging Noteholder shall sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) any of its Notes.

2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each of the Exchanging Noteholders as follows:

Section 2.1 Corporate Existence and Power. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and (b)  has the corporate power and authority to execute, deliver and perform its obligations under this Agreement.

Section 2.2 Authorization, No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary corporate action of the Company; (b) do not violate or conflict with the terms of its articles of incorporation or by-laws; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of the Company or any requirement of law applicable to the Company; and (d) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental authority against, or binding upon, the Company.

Section 2.3 Binding Effect. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Section 2.4 Approvals and Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or registration, declaration or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the issuance and delivery of the Exchanged Shares) by, or enforcement against, the Company of this Agreement or the consummation of the transactions contemplated hereby.

Section 2.5 Issuance of Exchanged Shares. The Exchanged Shares to be issued to each Exchanging Noteholder under this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of any transfer restrictions or liens (other than as provided by applicable law), and not subject to any preemptive rights, rights of first refusal or other similar rights. All of the Exchanged Shares will be, on the Closing Date, duly authorized, validly issued, fully paid and non-assessable, and will be issued in compliance with the registration and qualification requirements of all applicable federal, state and foreign securities laws. The Notes set forth on Schedule I are all of the issued and outstanding Notes and there are no options, warrants, conversion privileges, purchase or other rights outstanding to purchase or acquire any Notes from the Company.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING NOTEHOLDERS

Each Exchanging Noteholder represents and warrants, severally and not jointly, to the Company as follows:

Section 3.1 Existence and Power. Such Exchanging Noteholder (a) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) has the capacity or power and authority to execute, deliver and perform its obligations under this Agreement.

Section 3.2 Authorization, No Conflicts. The execution, delivery and performance by such Exchanging Noteholder of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of such Exchanging Noteholder; (b) do not violate or conflict with the terms of its organizational or governing documents; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of such Exchanging Noteholder or any requirement of law applicable to such Exchanging Noteholder; and (d) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental authority against, or binding upon, such Exchanging Noteholder.

Section 3.3 Binding Effect. This Agreement has been duly executed and delivered by such Exchanging Noteholder, and constitutes the legal, valid and binding obligations of such Exchanging Noteholder, enforceable against such Exchanging Noteholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Section 3.4 Approvals and Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or registration, declaration or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Exchanging Noteholder of this Agreement or the consummation of the transactions contemplated hereby.

4

Section 3.5 Status of Exchanging Noteholder. Such Exchanging Noteholder is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act").

Section 3.6 Purchase for Own Account. The Exchanged Shares to be acquired by such Exchanging Noteholder pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such Exchanged Shares or any part thereof. If such Exchanging Noteholder should in the future decide to dispose of any such Exchanged Shares, such Exchanging Noteholder understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Exchanging Noteholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Exchanged Shares to the following effect:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SHARES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Section 3.7 Title to Notes. Such Exchanging Noteholder is the true and lawful owner of its Notes having the aggregate principal amount set forth opposite its name on Schedule I and such Notes are free and clear of all liens, restrictions, charges, adverse claims and other encumbrances (other than liens that would be released prior to the Closing and applicable restrictions under state and federal securities laws).

Section 3.8 Pre-existing Relationship. Such Exchanging Noteholder has either a preexisting personal or business relationship with the Company or one or more of its officers, directors or controlling Persons or, by reason of such Exchanging Noteholder's business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any Affiliate or any selling agent of the Company, directly or indirectly, have, and could reasonably be assumed to have, the capacity to protect its own interests in connection with the issuance of the Exchanged Shares to such Exchanging Noteholder.

Section 3.9 No Advertising. Such Exchanging Noteholder is not aware of the publication of any advertisement or of any general solicitation or advertising in connection with the offer and sale of the Exchanged Shares.

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ARTICLE IV

CONDITIONS TO THE OBLIGATION
OF THE PARTIES TO CLOSE

Section 4.1 Conditions to the Obligations of the Exchanging Noteholders to Close. The obligations of each Exchanging Noteholder to acquire the Exchanged Shares, to deliver the Notes to the Company for cancellation therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waived by, such Exchanging Noteholder in its sole discretion, of the following conditions on or before the Closing Date:

(a) Representations and Warranties; Compliance. The representations and warranties of the Company contained in Article II hereof shall be true and correct in all respects. The Company shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by the Company on or before the Closing Date.

(b) Merger Agreement. The Effective Time shall have occurred.

(c) Restated Articles. The Restated Articles shall have been duly filed with the Secretary of State of the State of California and shall be in full force and effect.

(d) Conversion Completion. The Conversion Completion shall have occurred.

Section 4.2 Conditions to the Obligations of the Company to Close. The obligations of the Company to issue the Exchanged Shares at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waived by, the Company in its sole discretion, of the following conditions on or before the Closing Date:

(a) Representations and Warranties; Compliance. The representations and warranties of each Exchanging Noteholder contained in Article III hereof shall be true and correct in all respects. Each Exchanging Noteholder shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by such Exchanging Noteholder on or before the Closing Date.

(b) Merger Agreement. The Effective Time shall have occurred.

(c) Restated Articles. The Restated Articles shall have been duly filed with the Secretary of State of the State of California and shall be in full force and effect.

(d) Conversion Completion. The Conversion Completion shall have occurred.

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ARTICLE V

TERMINATION

Section 5.1 Termination. This Agreement shall terminate automatically, without any action on the part of any party hereto, upon the termination of the Merger Agreement in accordance with its terms. In no event shall any party be liable for any consequential, speculative or punitive damages or any damages arising from lost profits.

Section 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 5.1, this Agreement shall forthwith become void and have no effect; provided, that such termination shall not relieve any party for any material breach of this Agreement by such party prior to such termination.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Survival of Representations and Warranties. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement.

Section 6.2 Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

If to the Company:

Critical Path, Inc.
2 Harrison Street, 2nd Floor
San Francisco, California 94105
Telecopier: (415) 541-2300
Attention: Chief Executive Officer

with a copy to:

Paul, Hastings, Janofsky & Walker, LLP
55 Second Street, 24th Floor
San Francisco, California 94105
Telecopier: (415) 856-7310
Attention: Gregg F. Vignos, Esq.

If to any Exchanging Noteholders, at the addresses of such Exchanging Noteholder set forth on Schedule I attached hereto.

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All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

Section 6.3 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors of the parties hereto. No Person other than the parties hereto and their successors are intended to be a beneficiary of this Agreement.

Section 6.4 Amendment and Waiver. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Exchanging Noteholders from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Exchanging Noteholders holding two-thirds (2/3) of the aggregate principal amount of the Notes set forth on Schedule I hereto and (ii) only in the specific instance and for the specific purpose for which it is made or given. Any such amendment, supplement, modification, waiver or consent shall be binding upon all of the Exchanging Noteholders.

Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 6.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed, and the rights and obligations of the parties hereunder determined, in accordance with and governed by the law of the state of Delaware. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any suit, action or proceeding arising out of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, AMONG OTHER THINGS, BY THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

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Section 6.8 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

Section 6.9 Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity.

Section 6.10 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

Section 6.11 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 6.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Note Exchange Agreement on the date first written above.

CRITICAL PATH, INC.
By:	Mark Palomba
Name:	Mark Palomba
Title:	Chief Executive Officer

SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT

EXCHANGING NOTEHOLDERS:
GENERAL ATLANTIC PARTNERS 74, L.P.
By:	General Atlantic LLC,
	Its general partner
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAPSTAR, LLC
By:	General Atlantic LLC,
	Its sole member
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAP COINVESTMENT PARTNERS II, L.P.
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	A General Partner
GAPCO GMBH & CO. KG.
By:	GAPCO Management GmbH,
	Its general partner
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director

SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT

EXCHANGING NOTEHOLDER:
CAMPINA ENTERPRISES LIMITED
By:	/s/ Ip Tak Chuen, Edmond
Name:	Ip Tak Chuen, Edmond
Title:	Director
EXCHANGING NOTEHOLDER:
RICHMOND CP LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Member

SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT

SCHEDULE I

EXCHANGING NOTEHOLDERS

Exchanging Noteholder	Principal Amount of Notes
General Atlantic Partners 74, L.P. c/o General Atlantic Service Company, LLC 3 Pickwick Plaza Greenwich, CT 06830 Telecopier: (203) 302-3044 Attention: David A. Rosenstein	$6,841,995.29
GapStar, LLC c/o General Atlantic Service Company, LLC 3 Pickwick Plaza Greenwich, CT 06830 Telecopier: (203) 302-3044 Attention: David A. Rosenstein	$530,073.19
GAP Coinvestment Partners II, L.P. c/o General Atlantic Service Company, LLC 3 Pickwick Plaza Greenwich, CT 06830 Telecopier: (203) 302-3044 Attention: David A. Rosenstein	$864,571.92
GAPCO GmbH & Co. KG Koenigsallee 62 40212 Duesseldorf Germany Telecopier: 49 211 602 888-57 Attention: David A. Rosenstein	$13,359.60
Campina Enterprises Limited c/o 7th Floor, Cheung Kong Center 2 Queen's Road Central Hong Kong Telecopier: (852) 2128-8001 Attention: Company Secretary	$8,250,000.00
Richmond CP LLC c/o Richmond Management LLC 645 Madison Avenue, 20th Floor New York, NY 10022 Telecopier: (212) 838-6742 Attention: Peter B. Kellner	$1,500,000.00

EX-99

EXECUTION COPY

VOTING AGREEMENT

BY AND AMONG

CP HOLDCO, LLC

AND

THE ENTITIES AND PERSONS NAMED ON SCHEDULE I HERETO

DATED AS OF DECEMBER 5, 2007

Table of Contents

			Page
ARTICLE I CERTAIN DEFINITIONS			2
	Section 1.1	Capitalized Terms	2
	Section 1.2	Other Definitions	2
ARTICLE II AGREEMENT TO VOTE			3
	Section 2.1	Agreement to Vote	3
	Section 2.2	Additional Shares	5
	Section 2.3	Restrictions on Transfer, Etc.	5
	Section 2.4	Acknowledgement	5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF			5
	SHAREHOLDERS
	Section 3.1	Authority Relative to this Agreement	5
	Section 3.2	No Conflict	6
	Section 3.3	Ownership of Shares	6
	Section 3.4	No Finder's Fee	6
	Section 3.5	Reliance by the Purchaser Parties	7
ARTICLE IV ADDITIONAL COVENANTS OF THE SHAREHOLDERS
	Section 4.1	Restriction on Conversion	7
	Section 4.2	Waiver of Appraisal Rights	7
	Section 4.3	Disclosure	7
	Section 4.4	No Inconsistent Agreement; Non-Interference; Further Assurances	7
ARTICLE V TERMINATION			8
	Section 5.1	Termination	8
ARTICLE VI MISCELLANEOUS			8
	Section 6.1	Notices	8
	Section 6.2	Parties in Interest	8
	Section 6.3	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	8
	Section 6.4	Severability	9
	Section 6.5	Assignment; Successors and Assigns	9
	Section 6.6	Amendments; Waivers	9
	Section 6.7	Fees and Expenses	9
	Section 6.8	Entire Agreement	10

Section 6.9	Remedies Cumulative	10
Section 6.10	Counterparts; Effectiveness; Execution	10
Section 6.11	Specific Performance	10
Section 6.12	Additional Shareholders	10

SCHEDULES

Schedule I Shareholders

Schedule II Owned Shares; Company Derivatives

VOTING AGREEMENT

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").

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Parent, CP Merger Co., a California corporation and a wholly-owned subsidiary of Parent ("Merger Sub", and, jointly with Parent, the "Purchaser Parties") and Critical Path, Inc., a California corporation (the "Company") have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented, modified from time to time, the "Merger Agreement"), which provides, among other things, for the merger of Merger Sub with and into the Company (the "Merger") and certain other transactions contemplated therein, upon the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company proposes to amend and restate its Articles of Incorporation (the "Restated Articles");

WHEREAS, each Shareholder is the record and Beneficial Owner (as defined below) of, and has the sole right to vote and dispose of, that number of shares of (i) Common Stock, par value $0.001 per share, of the Company (the "Common Stock"), (ii) Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series D Preferred Stock") and/or (iii) Series E Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series E Preferred Stock"), set forth next to such Shareholder's name on Schedule II hereto; and

WHEREAS, as an inducement and condition to the Purchaser Parties entering into the Merger Agreement and incurring the obligations therein, the Purchaser Parties have required that each Shareholder enter into this Agreement and the Shareholders, as an inducement to the Purchaser Parties entering into the Merger Agreement and incurring the obligations therein, have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 Capitalized Terms.  Each capitalized term used in this Agreement and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.

Section 1.2 Other Definitions.  For the purposes of this Agreement:

(a) "Agreement" has the meaning set forth in the Preamble.

(b) "Beneficial Owner" or "Beneficial Ownership" with respect to any securities means having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(c) "CK Shareholders" means, collectively, those Shareholders set forth under the heading "CK Shareholders" in Schedule I hereto.

(d) "Common Stock" has the meaning set forth in the Recitals.

(e) "Expiration Time" has the meaning set forth in Section 2.1(a).

(f) "GA Shareholders" means, collectively, those Shareholders set forth under the heading "GA Shareholders" in Schedule I hereto.

(g) "Legal Actions" means any claims, actions, suits, demand letters, judicial, administrative or regulatory proceedings, or hearings, notices of violation, or investigations.

(h) "Merger Agreement" has the meaning set forth in the Recitals.

(i) "Merger Sub" has the meaning set forth in the Recitals.

(j) "Owned Shares" has the meaning set forth in Section 2.1(a).

(k) "Parent" has the meaning set forth in the Preamble.

(l) "Permits" means all authorizations, licenses, consents, certificates, registrations, approvals, orders and other permits of any Governmental Authority.

(m) "Purchaser Parties" has the meaning set forth in the Recital.

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(n) "Representative" means, with respect to any particular Person, any director, officer, employee, agent or other representative of such Person, including any consultant, accountant, legal counsel or investment banker.

(o) "Restated Articles" has the meaning set forth in the Recitals.

(p) "Series D Preferred Stock" has the meaning set forth in the Recitals.

(q) "Series E Preferred Stock" has the meaning set forth in the Recitals.

(r) "Shareholder" has the meaning set forth in the Preamble.

(s) "Shares" shall mean, for the purposes of this Agreement, all the shares of Common Stock, Series D Preferred Stock, Series E Preferred Stock and other voting securities into which such shares may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of such shares and entitled to vote in respect of the matters contemplated by Article II and all other capital stock of the Company entitled to vote in respect of the matters contemplated by Article II.

(t) "Shareholders' Meeting" has the meaning set forth in Section 2.1(a).

(u) "Transfer" means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance, hypothecation or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security, the granting of any proxy with respect to such security, depositing such security into a voting trust or entering into a voting agreement with respect to such security.

ARTICLE II

AGREEMENT TO VOTE

Section 2.1 Agreement to Vote.

(a) Subject to the terms and conditions hereof, each Shareholder, severally and not jointly, hereby irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the conversion, after the Reverse Split, of all then outstanding shares of Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the written agreement of the Purchaser

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Parties, the GA Shareholders and the CK Shareholders to terminate this Agreement (such earliest occurrence being the "Expiration Time"), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company's shareholders, however called, or in any other circumstances (including any action by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a "Shareholders' Meeting"), each Shareholder will (x) appear at such a meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company for written consent, if any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, and (y) vote, or cause to be voted, all of such Shareholder's Shares Beneficially Owned by such Shareholder as of the relevant time ("Owned Shares") (A) in favor of the adop tion of the Merger Agreement (whether or not recommended by the Company Board of Directors or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of the adoption of the Restated Articles (whether or not recommended by the Company's Board of Directors or any committee thereof), and (C) in favor of the approval of any other matter to be approved by the shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement and the filing of the Restated Articles. In addition, upon written notice from any GA Shareholder or any CK Shareholder that such GA Shareholder or CK Shareholder is electing to convert its shares of Series D Preferred Stock (if any) and Series E Preferred Stock into shares of Common Stock, each other Shareholder holding any shares of Series D Preferred Stock or Series E Preferred Stock shall immediately elect to convert all of its shares of Series D Preferred Stock and Series E Preferred Stock int o shares of Common Stock pursuant to Section 7(aa) of Article V.C of the Restated Articles then in effect.

(b) Notwithstanding anything to the contrary contained in this Agreement, each of Peter Kellner, Richmond I, LLC, Richmond III, LLC, the Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner and Paul Kellner (collectively, the "Current Kellner Shareholders") and Richmond CP LLC ("Richmond CP"), hereby jointly and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof), each of the Current Kellner Shareholders shall assign, transfer, convey and deliver to Richmond CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Shareholder, all of the right, title and interest in and to (x) the Owned Shares of such Current Kellner Shareholder set forth opposite its name on Schedule II attached hereto and (y) all rights and obligations (including, without limitation, the obligation to vote its Owned Share s pursuant to the terms hereof) of such Current Kellner Shareholder pursuant to or arising out of this Agreement, and (ii) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Shareholders, of any type whatsoever, arising out of or relating to the Owned Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 2.1(b), Schedule II hereto shall be amended in accordance with the provisions of Section 6.6.

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Section 2.2 Additional Shares.  Each Shareholder, severally and not jointly, hereby agrees, while this Agreement is in effect, promptly to notify the Purchaser Parties of the number of any new Shares or equivalent thereof with respect to which Beneficial Ownership is acquired by such Shareholder, if any, after the date hereof and before the Expiration Time.  Any such Shares shall automatically become subject to the terms of this Agreement as Owned Shares as though owned by such Shareholder as of the date hereof.

Section 2.3 Restrictions on Transfer, Etc. Except as provided for herein, each Shareholder, severally and not jointly, agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer, offer to Transfer or contract to Transfer any Owned Shares or Company Derivatives (other than (x) Transfers to Parent pursuant to that certain Conversion and Contribution Agreement, dated the date hereof, among Parent and the shareholders of the Company named therein and (y) Transfers by each Current Kellner Shareholder to Richmond CP pursuant to Section 2.1(b)); (ii) tender any Owned Shares or Company Derivatives into any tender or exchange offer; or (iii) otherwise restrict the ability of such Shareholder freely to exercise all voting rights with respect thereto.  Any action attempted to be taken in violation of the preceding sentence shall be deemed null and void.  Each Shareholder, severally and not jointly, further agrees to au thorize and hereby authorizes the Purchaser Parties and the Company to notify the Company's transfer agent and the Paying Agent that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement places limits on the voting of the Owned Shares.

Section 2.4 Acknowledgement. Each Shareholder hereby acknowledges receipt and review of a copy of the Merger Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

The Shareholders, severally and not jointly, represent and warrant to the Purchaser Parties as of the date of this Agreement and at all times during the term of this Agreement, as follows:

Section 3.1 Authority Relative to this Agreement. (i) Each Shareholder has the requisite capacity and authority to execute and deliver this Agreement, to fulfill and perform such Shareholder's obligations hereunder and to consummate the transactions contemplated hereby and (ii) the execution and delivery of this Agreement by each Shareholder and the consummation by each Shareholder of the transactions to be consummated by it as contemplated hereby have been duly and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding agreement of such Shareholder enforceable by the Purchaser Parties against such Shareholder in accordance with its terms and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement, to perform such obligations or to consummate such transactions.

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Section 3.2 No Conflict. Other than the filing by a Shareholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by a Shareholder, the consummation by a Shareholder of the transactions contemplated hereby or compliance by a Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any other Person by such Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's properties or assets (including such Shareholder's Owned Shares) may be bound, (iii) violates any Law applicable to such Shareholder or any of such Shareholder's properties or assets (including such Shareholder's Owned Shares), or (iv) results in a Lien upon any of such Shareholder's properties or assets (including such Shareholder's Owned Shares).

Section 3.3 Ownership of Shares. The number of Shares of the Company constituting Owned Shares of each Shareholder as of the date hereof and the number and type of Company Derivatives held or Beneficially Owned by such Shareholder are set forth next to such Shareholder's name on Schedule II of this Agreement.  Such Shareholder is, and in the case of Richmond CP, will be upon transfer of the Owned Shares by the Current Kellner Shareholders as provided in Section 2.1(b) hereof, the record and Beneficial Owner and has, and in the case of Richmond CP, upon such transfer of the Owned Shares by the Current Kellner Shareholders will have, good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement), of the Owned Shares, and, except as provided in this Agreement, has, and in the case of Richmond CP, upon transfer of the Owned Shares by the Current Kellner Shareholders as provided in Section 2.1(b) hereof will have, full and unrestricted power to dispose of and vote all of such Shareholder's Owned Shares without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder's Owned Shares.  The Owned Shares set forth next to such Shareholder's name on Schedule II hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder as of the date hereof, and, except for such Shareholder's Owned Shares and Company Derivatives and the Owned Shares and Company Derivatives owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder's Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foreg oing) any Shares or any securities convertible into Shares.

Section 3.4 No Finder's Fee. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Shareholders.

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Section 3.5 Reliance by the Purchaser Parties. Each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholders' execution and delivery of this Agreement.

ARTICLE IV

ADDITIONAL COVENANTS OF THE SHAREHOLDERS

Section 4.1 Restriction on Conversion. Each Shareholder, severally and not jointly, hereby agrees, from the date hereof until the Expiration Time, not to voluntarily convert any shares of Series D Preferred Stock, Series E Preferred Stock or any other capital stock of the Company held or Beneficially Owned by such Shareholder into shares of Common Stock, provided that, for the avoidance of doubt, voting in favor of the Restated Articles in accordance with Section 2.1(a) hereof shall not be deemed a violation of this Section 4.1. Notwithstanding the foregoing restriction, Shareholders holding shares of Series D Preferred Stock may convert that number of shares of Series D Preferred Stock pursuant to and in satisfaction of their respective obligations under Section 1.1 of the Conversion and Contribution Agreement, dated as of the date hereof, by and among such Shareholders, Parent and the other Shareholders named therein, as the same may be amended from time to time.

Section 4.2 Waiver of Appraisal Rights.  Each Shareholder, severally and not jointly, hereby irrevocably and unconditionally waives, and agrees to prevent the exercise of, any rights of appraisal, any dissenters' rights or any similar rights under applicable Laws (including, without limitation, the CGCL) relating to the Merger and the other transactions contemplated by the Merger Agreement, the adoption of the Restated Articles or any related transaction that such Shareholder may directly or indirectly have by virtue of the record or Beneficial Ownership of any Shares.

Section 4.3 Disclosure.  Each Shareholder, severally and not jointly, hereby authorizes the Purchaser Parties and the Company to publish and disclose in any announcement or disclosure required by the SEC or other Governmental Authority such Shareholder's identity and ownership of the Owned Shares and the nature of such Shareholder's obligation under this Agreement.

Section 4.4 No Inconsistent Agreement; Non-Interference; Further Assurances.  Each Shareholder, severally and not jointly, hereby covenants and agrees that it shall not enter into any agreement that would restrict, limit or interfere with the performance of its obligations hereunder or under the Merger Agreement. Each Shareholder, severally and not jointly, agrees that, prior to the termination of this Agreement, such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement.  Each Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by the

7

 Purchaser Parties to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.

ARTICLE V

TERMINATION

Section 5.1 Termination.  This Agreement shall terminate without further action at the Expiration Time; provided that, notwithstanding the foregoing, Article VI of this Agreement shall survive any termination of this Agreement. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any breach of this Agreement prior to the time of termination.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices.  Any notice, request, instruction or other communication under this Agreement shall be in writing and delivered by hand or overnight courier service or by facsimile, (i) if to a Shareholder, to the address set forth below such Shareholder's name on Schedule I hereto, and (ii) if to the Purchaser Parties, in accordance with Section 8.3 of the Merger Agreement, or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.  Each such communication will be effective (A) if delivered by hand or overnight courier service, when such delivery is made at the address specified in this Section 6.1, or (B) if delivered by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6.1 and appropriate confirmation is received.

Section 6.2 Parties in Interest.  Other than with respect to the parties to this Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 6.3 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be construed, and the rights and obligations of the parties hereunder determined, in accordance with and governed by the law of the state of Delaware. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any suit, action or proceeding arising out of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY

8

 JURY IN CONNECTION WITH ANY MATTER RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, AMONG OTHER THINGS, BY THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

Section 6.4 Severability.  The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement.  If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision will be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of that provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction.

Section 6.5 Assignment; Successors and Assigns.  Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto, in whole or part (whether by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempt to do so shall be null and void; except that Merger Sub may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to Parent or any direct or indirect wholly-owned subsidiary of Parent. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns, heirs, executors, or devises.

Section 6.6 Amendments; Waivers.  This Agreement may not be amended, and no provision hereof may be waived, except by the express written agreement signed by Parent, the GA Shareholders and the CK Shareholders, which agreement shall be binding upon all of the Shareholders.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 6.7 Fees and Expenses.  Except as expressly provided in this Agreement, each party is responsible for its own fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and counsel) in connection with the entry into of this Agreement and the consummation of the transactions contemplated hereby.

9

Section 6.8 Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 6.9 Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 6.10 Counterparts; Effectiveness; Execution.  This Agreement may be executed in any number of counterparts, all of which are one and the same agreement.  This Agreement will become effective and binding upon each Shareholder when executed by such Shareholder and the Purchaser Parties.  This Agreement may be executed by facsimile signature by any party and such signature is deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

Section 6.11 Specific Performance.  The parties to this Agreement agree that irreparable damage would occur to Parent in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that prior to the termination of this Agreement in accordance with Article V, Parent will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent is entitled at law or in equity.

Section 6.12 Additional Shareholders.  Additional Shareholders shall become a party to this Agreement upon their execution of this Agreement.  Any such additional Shareholders who become parties to this Agreement shall not affect the rights and obligations of any other party hereto.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date first above written.

CP HOLDCO, LLC
By:	/s/ Tom C. Tinsley Name: Tom C. Tinsley Title: President

CP MERGER CO.
By:	/s/ Tom C. Tinsley Name: Tom C. Tinsley Title: President

SIGNATURE PAGE TO VOTING AGREEMENT

GA Shareholders:
GENERAL ATLANTIC PARTNERS 74, L.P.
By:	General Atlantic LLC,
	Its general partner
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAPSTAR, LLC
By:	General Atlantic LLC,
	Its sole member
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAP COINVESTMENT PARTNERS II, L.P.
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	A General Partner
GAPCO GMBH & CO. KG.
By:	GAPCO Management GmbH,
	Its general partner
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director

SIGNATURE PAGE TO VOTING AGREEMENT

CK Shareholders
CAMPINA ENTERPRISES LIMITED
By:	/s/ Ip Tak Chuen, Edmond
Name:	Ip Tak Chuen, Edmond
Title:	Director
CENWELL LIMITED
By:	/s/ Ip Tak Chuen, Edmond
Name:	Ip Tak Chuen, Edmond
Title:	Authorised Person
DRAGONFIELD LIMITED
By:	/s/ Li Tzar Kuoi; Victor
Name:	Li Tzar Kuoi; Victor
Title:	Director
LION COSMOS LIMITED
By:	/s/ Pau Yee Wan, Ezra
Name:	Pau Yee Wan, Ezra
Title:	Director

SIGNATURE PAGE TO VOTING AGREEMENT

ACE PARAGON HOLDINGS LIMITED
By:	/s/ Luke Peng	/s/ Felicia Kim
Name:	Luke Peng	Name:	Felicia Kim
Title:	CEO	Title:	Senior Director

SIGNATURE PAGE TO VOTING AGREEMENT

RICHMOND CP LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Member
/s/ Peter Kellner
Peter Kellner
RICHMOND I, LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Director
RICHMOND III, LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Director

SIGNATURE PAGE TO VOTING AGREEMENT

/s/ George Kellner
George Kellner
THE KELLNER FOUNDATION
By:	/s/ George Kellner
Name:	George Kellner
Title:	Authorized Signatory
TRUST FBO PETER AND
CATHERINE KELLNER
By:	/s/ George Kellner
Name:	George Kellner
Title:	Trustee
/s/ Catherine Kellner
Catherine Kellner
/s/ Clara Kellner
Clara Kellner
/s/ Paul Kellner
Paul Kellner

SIGNATURE PAGE TO VOTING AGREEMENT

VECTIS-CP HOLDINGS, LLC
By:	/s/ Matthew T. Hobart
Name:	Matthew T. Hobart
Title:	Managing Director

SIGNATURE PAGE TO VOTING AGREEMENT

CROSSLINK CROSSOVER FUND IV, LP
By:	/s/ Gerri Grossmann
Name:	Gerri Grossmann
Title:	Chief Financial Officer

SIGNATURE PAGE TO VOTING AGREEMENT

SCHEDULE I

SHAREHOLDERS

1. GA Shareholders

General Atlantic Partners 74, L.P.

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

GapStar, LLC

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

GAP Coinvestment Partners II, L.P.

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

GAPCO GmbH & Co. KG

Koenigsallee 62
40212 Duesseldorf
Germany
Telecopier: 49 211 602 888-57
Attention: David A. Rosenstein

2. CK Shareholders

Campina Enterprises Limited

7th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Telecopier: (852) 2128-8001
Attention: Company Secretary

Cenwell Limited

22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Telecopier: (852) 2128-1778
Attention: Company Secretary

Dragonfield Limited

7th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Telecopier: (852) 2128-8001
Attention: Company Secretary

Lion Cosmos Limited

7th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Telecopier: (852) 2128-8001
Attention: Company Secretary

3. Other Shareholders

Richmond CP LLC

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Peter Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Richmond I, LLC

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
 

New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Richmond III, LLC

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

The Kellner Foundation

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

George Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Trust FBO Peter and Catherine Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Catherine Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Clara Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
 

New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Paul Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212)838-6742
Attention: Peter B. Kellner

Vectis-CP Holdings, LLC

345 California St, Suite 2600
San Francisco, California 94104

Ace Paragon Holdings Limited

80 Robinson Road, 27th Floor
Singapore 068898

Crosslink Crossover Fund IV, L.P.

Two Embarcadero Center, Suite 2200
San Francisco, California 94111

SCHEDULE II

OWNED SHARES; COMPANY DERIVATIVES

SHAREHOLDER	OWNED SHARES	COMPANY DERIVATIVE
General Atlantic Partners 74, L.P.	Series D: 2,091,218 Series E: 6,070,185	Series F Warrants: 146,615
GapStar, LLC	Series D: 159,091 Series E: 466,928	Series F Warrants: 11,358
GAP Coinvestment Partners II, L.P.	Series D: 295,146 Series E:783,036	Series F Warrants: 18,526
GAPCO GmbH & Co. KG	Series E: 13,183	Series F Warrants: 285
Campina Enterprises Limited	Series D: 436,363 Series E: 3,390,000	Series F Warrants: 176,784
Cenwell Limited	Series D: 436,364 Series E: 3,113,333	0
Dragonfield Limited	Series E: 666,667	0
Lion Cosmos Limited	Series E: 1,776,667	0
Ace Paragon Holdings Limited	Series E: 12,916,667	0
Richmond CP LLC	0	Series F Warrants: 32,142
Peter Kellner	Common: 1,454,203	0
Richmond I, LLC	Common: 525,807	0
Richmond III, LLC	Series E: 1,666,666	0
The Kellner Foundation	Common: 498,700 Series E: 254,800	0

George Kellner	Common: 455,568 Series E: 220,719	0
Trust FBO Peter and Catherine Kellner	Common: 111,100 Series E: 49,855	0
Catherine Kellner	Common: 106,800 Series E: 48,815	0
Clara Kellner	Common: 50,000 Series E: 13,795	0
Paul Kellner	Common: 47,300 Series E: 12,025	0
Vectis-CP Holdings, LLC	Common: 5,672,378	0
Crosslink Crossover Fund IV, L.P.	Series E: 3,445,370	0

EX-99

CONVERSION AND CONTRIBUTION AGREEMENT

BY AND AMONG

CP HOLDCO, LLC

AND

THE PERSONS NAMED ON SCHEDULE I HERETO

Dated: December 5, 2007

TABLE OF CONTENTS

ARTICLE 1 CONVERSION AND CONTRIBUTION			2
	Section 1.1	Conversion of Series D Preferred Stock	2
	Section 1.2	Contribution of Conversion Shares for Units	2
	Section 1.3	Closing; Deliveries at Closing	3
	Section 1.4	No Transfer	4
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PARENT			4
	Section 2.1	Existence and Power	4
	Section 2.2	Authorization, No Conflicts	4
	Section 2.3	Binding Effect	4
	Section 2.4	Approvals and Consents	5
	Section 2.5	Issuance of Units	5
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING SHAREHOLDERS			5
	Section 3.1	Power and Authority	5
	Section 3.2	Authorization, No Conflicts	5
	Section 3.3	Binding Effect	6
	Section 3.4	Approvals and Consents	6
	Section 3.5	Status of Contributing Shareholder	6
	Section 3.6	Ownership of Series D Preferred Stock	6
	Section 3.7	Ownership of Conversion Shares	6
ARTICLE 4 CONDITIONS TO THE OBLIGATIONS OF THE PARTIES TO CLOSE			6
	Section 4.1	Conditions to the Obligations of the Contributing Shareholders to Close	6
	Section 4.2	Conditions to the Obligations of Parent to Close	7
ARTICLE 5 TERMINATION			7
	Section 5.1	Termination	7
	Section 5.2	Effect of Termination	7
ARTICLE 6 MISCELLANEOUS			8
	Section 6.1	Survival of Representations and Warranties	8
	Section 6.2	Notices	8
	Section 6.3	Successors and Assigns; Third Party Beneficiaries	8
	Section 6.4	Amendment and Waiver	9
	Section 6.5	Counterparts	9
	Section 6.6	Headings	9
	Section 6.7	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	9
	Section 6.8	Severability	9
	Section 6.9	Specific Performance	10
	Section 6.10	Rules of Construction	10
	Section 6.11	Entire Agreement	10

i

SCHEDULES

Schedule I Contributing Shareholders

Schedule II Conversion Shares

Schedule III Conversion Shares and Units

ii

CONVERSION AND CONTRIBUTION AGREEMENT

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").

WHEREAS, each of the Contributing Shareholders set forth under the heading "GA Shareholders" on Schedule I attached hereto (collectively, the "GA Shareholders") and each of the Contributing Shareholders set forth under the heading "CK Shareholders" on Schedule I attached hereto (collectively, the "CK Shareholders") owns shares of Series D Cumulative Redeemable Convertible Preferred Stock of Critical Path, Inc., a California corporation (the "Company"), par value $0.001 per share (the "Series D Preferred Stock");

WHEREAS, the shares of Series D Preferred Stock are convertible into shares of common stock of the Company, par value $0.001 per share (the "Common Stock") pursuant to the Amended and Restated Certificate of Determination of Preferences of Series D Cumulative Redeemable Convertible Preferred Stock (the "Series D Certificate of Determination");

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") with Parent and CP Merger Co., a California corporation and a wholly-owned subsidiary of Parent;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth herein, (i) the GA Shareholders wish to convert, pursuant to Section 7 of the Series D Certificate of Determination, prior to the record date (the "Record Date") established by the Company's Board of Directors for the determination of shareholders entitled to vote on the transactions contemplated by the Merger Agreement, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on Schedule II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Common Stock set forth opposite the GA Shareholders' names on Schedule II hereto, (ii) each of the CK Shareholders wishes to convert, pursuant to Section 7 of the Series D Certificate of Determination, prior to the Record Date, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's name on Schedule II hereto, which, upon conversion, will result in each CK Shareholder owning that number of shares of Common Stock set forth opposite such CK Shareholder's names on Schedule II hereto and (iii) each of the Contributing Shareholders wishes to contribute all of the shares of Common Stock (including shares of Common Stock issued upon conversion of the Series D Preferred Stock) (the "Conversion Shares") held by such Contributing Shareholders set forth opposite its name

on Schedule III hereto for the aggregate number of Units set forth opposite its name on Schedule III; and

WHEREAS, Parent is authorized to issue an aggregate of 70,000,000 units of membership interest ("Units") in accordance with its Limited Liability Company Agreement, dated as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

CONVERSION AND CONTRIBUTION

Section 1.1 Conversion of Series D Preferred Stock.

(a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on Schedule II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' names on Schedule II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, provided that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' names on Schedule II hereto.

(b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's name on Schedule II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on Schedule II hereto.

Section 1.2 Contribution of Conversion Shares for Units.

(a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree to contribute to Parent, on the Closing Date (as defined

2

below), all of the Conversion Shares set forth opposite the GA Shareholders' names on Schedule III hereto, in exchange for that number of Units set forth opposite their names on Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from the GA Shareholders on the Closing Date and issue such Units to the GA Shareholders in consideration therefor on the Closing Date. The GA Shareholders may allocate in their sole discretion the number of Conversion Shares contributed and Units issued pursuant to this Section 1.2(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, provided that the aggregate number of such Conversion Shares contributed and Units issued in consideration therefor are those set forth opposite the GA Shareholders' names on Schedule III hereto.

(b) Subject to the terms and conditions set forth herein, each Contributing Shareholder (other than the GA Shareholders) hereby agrees, severally but not jointly, to contribute to Parent, on the Closing Date, all of the Conversion Shares set forth opposite its name on Schedule III hereto, in exchange for that number of Units set forth opposite its name on Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from such Contributing Shareholder (other than the GA Shareholders) on the Closing Date and issue such Units to such Contributing Shareholder (other than the GA Shareholders) in consideration therefor on the Closing Date.

(c) Notwithstanding anything to the contrary contained in this Agreement, each of Peter Kellner, Richmond I, LLC, Richmond III, LLC, the Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner and Paul Kellner (collectively, the "Current Kellner Shareholders") and Richmond CP LLC ("Richmond CP"), hereby jointly and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof) (the "Assignment Date"), each of the Current Kellner Shareholders shall assign, transfer, convey and deliver to Richmond CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Shareholder, all of the right, title and interest in and to (x) the Conversion Shares of such Current Kellner Shareholder set forth opposite its name on Schedule III attached hereto and (y) all rights (including, without limitation, the right to receive Units upon contribution of the Conversion Shares pursuant to the terms hereof) and obligations (including, without limitation, the obligation to contribute the Conversion Shares pursuant to the terms hereof) of such Current Kellner Shareholder pursuant to or arising out of this Agreement, and (ii) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Shareholders, of any type whatsoever, arising out of or relating to the Conversion Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 1.2(c), Schedule III hereto shall be amended in accordance with the provisions of Section 6.4.

Section 1.3 Closing; Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the "Closing") shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP at 1285 Avenue of the Americas, New York, New York 10019, immediately prior to the Effective

3

Time (the date upon which such Closing occurs, the "Closing Date"). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.

Section 1.4 No Transfer. Prior to the earlier of the Closing and termination of this Agreement pursuant to Section 5.1, except with the prior written consent of Parent and except for the transfers by the Current Kellner Shareholders pursuant to Section 1.2(c), no Contributing Shareholder shall sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) any shares of Series D Preferred Stock, Series E Preferred Stock or Conversion Shares.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to each of the Contributing Shareholders as follows:

Section 2.1 Existence and Power. Parent (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) has all requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged; (c) is duly qualified as a foreign entity, licensed and in good standing under the laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) has the power and authority to execute, deliver and perform its obligations under this Agreement.

Section 2.2 Authorization, No Conflicts. The execution, delivery and performance by Parent of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of Parent; (b) do not violate or conflict with the terms of the certificate of formation, the limited liability company agreement or other organizational documents of Parent; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of Parent or any requirement of law applicable to Parent; and (d) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental authority against, or binding upon, Parent.

Section 2.3 Binding Effect. This Agreement has been duly executed and delivered by Parent, and constitutes the legal, valid and binding obligations of Parent,

4

enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Section 2.4 Approvals and Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or registration, declaration or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the issuance and delivery of the Units) by, or enforcement against, the Parent of this Agreement or the consummation of the transactions contemplated hereby.

Section 2.5 Issuance of Units. Upon consummation of the Closing, including receipt by Parent of the Conversion Shares to be surrendered by the Contributing Shareholders under this Agreement, the Units to be issued to each Contributing Shareholder under this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of any transfer restrictions or liens (other than as provided by applicable law), and not subject to any preemptive rights, rights of first refusal or other similar rights.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING SHAREHOLDERS

Each Contributing Shareholder represents and warrants, severally and not jointly, to Parent as follows:

Section 3.1 Power and Authority. Such Contributing Shareholder (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) has the power and authority to execute, deliver and perform its obligations under this Agreement.

Section 3.2 Authorization, No Conflicts. The execution, delivery and performance by such Contributing Shareholder of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of such Contributing Shareholder; (b) do not violate or conflict with the terms of the organizational or governing documents of such Contributing Shareholder; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of such Contributing Shareholder or any requirement of law applicable to such Contributing Shareholder; and (d) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental authority against, or binding upon, such Contributing Shareholder.

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Section 3.3 Binding Effect. This Agreement has been duly executed and delivered by such Contributing Shareholder, and constitutes the legal, valid and binding obligations of such Contributing Shareholder, enforceable against such Contributing Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Section 3.4 Approvals and Consents. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or registration, declaration or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the such Contributing Shareholder of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.5 Status of Contributing Shareholder. Such Contributing Shareholder is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act").

Section 3.6 Ownership of Series D Preferred Stock. To the extent that such Contributing Shareholder owns shares of Series D Preferred Stock or is converting shares of Series D Preferred Stock pursuant to this Agreement, such Contributing Stockholder is the record and beneficial owner of all of such Series D Preferred Stock and has good and valid title to such Series D Preferred Stock, free and clear of any and all liens, claims and encumbrances of any nature whatsoever, and no other person or entity has any right, title or interest in or to any of those shares.

Section 3.7 Ownership of Conversion Shares. Such Contributing Shareholder (other than Richmond CP) is, and in the case of Richmond CP, will be effective upon the Assignment Date, the record and beneficial owner of the Conversion Shares to be surrendered by it to Parent pursuant to this Agreement and has, and in the case of Richmond CP, will have effective upon the Assignment Date, good and valid title to such Conversion Shares, free and clear of any and all liens, claims and encumbrances of any nature whatsoever, and no other person or entity has any right, title or interest in or to any of those shares. The Conversion Shares to be surrendered to Parent pursuant to this Agreement constitute all of the shares of Common Stock of the Company owned by such Contributing Shareholder.

ARTICLE 4

CONDITIONS TO THE OBLIGATIONS
OF THE PARTIES TO CLOSE

Section 4.1 Conditions to the Obligations of the Contributing Shareholders to Close. The obligations of each Contributing Shareholder to acquire the

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Units, to deliver the Conversion Shares to Parent in exchange for the Units at the Closing and to perform any obligations hereunder (other than the obligations of each GA Shareholder and CK Shareholder pursuant to Section 1.1) shall be subject to the satisfaction as determined by, or waived by, such Contributing Shareholder in its sole discretion, of the following conditions on or before the Closing Date:

(a) Representations and Warranties; Compliance. The representations and warranties of Parent contained in Article II hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date. Parent shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by Parent on or before the Closing Date.

Section 4.2 Conditions to the Obligations of Parent to Close. The obligations of Parent to issue the Units at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waived by, Parent in its sole discretion, of the following conditions on or before the Closing Date:

(a) Representations and Warranties; Compliance. The representations and warranties of each Contributing Shareholder contained in Article 3 hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date (other than the representations by each of the Current Kellner Shareholders in Section 3.7, which shall be true and correct in all respects as of the date hereof and as of the date upon which such Current Kellner Shareholders transfers their Conversion Shares to Richmond CP). Each Contributing Shareholder shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by it on or before the Closing Date.

ARTICLE 5

TERMINATION

Section 5.1 Termination. This Agreement shall terminate automatically, without any action on the part of any party hereto, upon the termination of the Merger Agreement in accordance with its terms.

Section 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 5.1, this Agreement shall forthwith become void and have no effect; provided, that such termination shall not relieve any party for any material breach of this Agreement by such party prior to such termination. In no event shall any party be liable for any consequential, speculative or punitive damages or any damages arising from lost profits.

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ARTICLE 6

MISCELLANEOUS

Section 6.1 Survival of Representations and Warranties. All of the representations, warranties and agreements in this Agreement by the Contributing Shareholders shall survive the execution and delivery of this Agreement and the Closing. All of the representations, warranties and agreements in this Agreement by Parent shall terminate at the Closing.

Section 6.2 Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

If to Parent,

CP Holdco, LLC
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein, Esq.

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Telecopier: (212) 757-3990
Attention: Douglas A. Cifu, Esq.
Marilyn Sobel, Esq.

If to any Contributing Shareholder, at the addresses of such Contributing Shareholder set forth on Schedule I attached hereto

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

Section 6.3 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors of the parties hereto. No Person other than the parties hereto and their successors are intended to be a beneficiary of this Agreement.

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Section 6.4 Amendment and Waiver. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by Parent or the Contributing Shareholders from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by Parent, the GA Shareholders and the CK Shareholders and (ii) only in the specific instance and for the specific purpose for which it is made or given. Any such amendment, supplement, modification, waiver or consent shall be binding upon all of the Contributing Shareholders.

Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 6.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed, and the rights and obligations of the parties hereunder determined, in accordance with and governed by the law of the state of Delaware. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any suit, action or proceeding arising out of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, AMONG OTHER THINGS, BY THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

Section 6.8 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not

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be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

Section 6.9 Specific Performance.  The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity.

Section 6.10 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

Section 6.11 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties hereto have caused this Conversion and Contribution Agreement to be executed and delivered by their respective officers hereunto duly authorized on the date first above written.

CP HOLDCO, LLC
By:	/s/ Tom C. Tinsley
Name:	Tom C. Tinsley
Title:	President

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

GA SHAREHOLDERS:
GENERAL ATLANTIC PARTNERS 74, L.P.
By:	General Atlantic LLC,
	Its general partner
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAPSTAR, LLC
By:	General Atlantic LLC,
	Its sole member
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	Managing Director
GAP COINVESTMENT PARTNERS II, L.P.
By:	/s/ Matthew Nimetz
Name:	Matthew Nimetz
Title:	A General Partner

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

CK SHAREHOLDERS:
CAMPINA ENTERPRISES LIMITED
By:	/s/ Ip Tak Chuen, Edmond
Name:	Ip Tak Chuen, Edmond
Title:	Director
CENWELL LIMITED
By:	/s/ Ip Tak Chuen, Edmond
Name:	Ip Tak Chuen, Edmond
Title:	Authorised Person

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

CONTRIBUTING SHAREHOLDER:
RICHMOND CP LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Member
/s/ Peter Kellner
Peter Kellner
RICHMOND I, LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Director
RICHMOND III, LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Director

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

/s/ George Kellner
George Kellner
THE KELLNER FOUNDATION
By:	/s/ George Kellner
Name:	George Kellner
Title:	Authorized Signatory
TRUST FBO PETER AND
CATHERINE KELLNER
By:	/s/ George Kellner
Name:	George Kellner
Title:	Trustee
/s/ Catherine Kellner
Catherine Kellner
/s/ Clara Kellner
Clara Kellner
/s/ Paul Kellner
Paul Kellner

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

CONTRIBUTING SHAREHOLDER:
VECTIS-CP HOLDINGS, LLC
By:	/s/ Matthew T. Hobart
Name:	Matthew T. Hobart
Title:	Managing Director

SIGNATURE PAGE TO CONVERSION AND CONTRIBUTION AGREEMENT

SCHEDULE I

CONTRIBUTING SHAREHOLDERS

I. GA SHAREHOLDERS:

General Atlantic Partners 74, L.P.

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

GapStar, LLC

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

GAP Coinvestment Partners II, L.P.

c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Telecopier: (203) 302-3044
Attention: David A. Rosenstein

II. CK SHAREHOLDERS:

Campina Enterprises Limited

c/o 7th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Telecopier: (852) 2128-8001
Attention: Company Secretary

Cenwell Limited

c/o 22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
 

Telecopier: (852) 2128-1778
Attention: Company Secretary

III. Other Contributing Shareholders:

Richmond CP LLC

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Peter Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Richmond I, LLC

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

The Kellner Foundation

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

George Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Trust FBO Peter and Catherine Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Catherine Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Clara Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Paul Kellner

c/o Richmond Management LLC
645 Madison Avenue, 20th Floor
New York, NY 10022
Telecopier: (212) 838-6742
Attention: Peter B. Kellner

Vectis-CP Holdings, LLC

345 California St, Suite 2600
San Francisco, California 94104

SCHEDULE II

CONVERSION SHARES

Contributing Shareholder	Shares of Series D Preferred Stock To Be Converted	Shares of Common Stock To Be Held Upon Conversion
GA Shareholders           General Atlantic Partners 74, L.P.           GapStar, LLC           GAP Coinvestment Partners II, L.P.	1,293,561 (1)	17,316,848
Campina Enterprises Limited	436,363	5,841,576
Cenwell Limited	436,364	5,841,576

_______________

(1) To be allocated among the GA Shareholders pursuant to Section 1.1(a) hereof.

SCHEDULE III

CONVERSION SHARES AND UNITS

Contributing Shareholder	Conversion Shares	Units to be Acquired
GA Shareholders           General Atlantic Partners 74, L.P.           GapStar, LLC           GAP Coinvestment Partners II, L.P.	17,316,848 (1)	17,316,848 (2)
Campina Enterprises Limited	5,841,576	5,841,576
Cenwell Limited	5,841,576	5,841,576
Richmond CP LLC	0	0
Peter Kellner	1,454,203	1,454,203
Richmond III, LLC	0	0
Richmond I, LLC	525,807	525,807
The Kellner Foundation	498,700	498,700
George Kellner	455,568	455,568
Trust FBO Peter and Catherine Kellner	111,100	111,100
Catherine Kellner	106,800	106,800
Clara Kellner	50,000	50,000
Paul Kellner	47,300	47,300
Vectis-CP Holdings, LLC	5,672,378	5,672,378

_______________

(1) To be allocated among the GA Shareholders pursuant to Section 1.2(a) hereof.

(2) To be allocated among the GA Shareholders pursuant to Section 1.2(a) hereof.