SC 13E3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E–3

RULE 13e–3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

CRITICAL PATH, INC.

(Name of Issuer)

Critical Path, Inc.

General Atlantic Partners 74, L.P.

GapStar, LLC

GAP Coinvestment Partners II, L.P.

GAPCO GmbH Co. & KG

Campina Enterprises Limited

Cenwell Limited

Richmond CP LLC

Peter Kellner

Vectis-CP Holdings, LLC

CP Holdco, LLC

CP Merger Co.

(Names of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

22674 V100

(CUSIP Number of Class of Securities)

Mike Plumleigh

Vice President and General Counsel

42-47 Lower Mount Street

Dublin 2, Ireland

(415) 541-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to:

Gregg Vignos, Esq. Paul, Hastings, Janofsky & Walker LLP 55 Second Street San Francisco, CA 94105 (415) 856-7000 Douglas A. Cifu, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3436

This statement is filed in connection with (check the appropriate box):

x	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e–3(c) under the Securities Exchange Act of 1934.
¨	b.	The filing of a registration statement under the Securities Act of 1933.
¨	c.	A tender offer.
¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$2,933,784.41	$90.07

* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 (Set forth the amount on which the filing fee is calculated and state how it was determined): The filing fee was determined based upon the sum of (A) 28,719,360 shares of Common Stock multiplied by $0.102 per share and (B) options to purchase 209,985 shares of Common Stock with exercise prices at or below $0.102 multiplied by $0.021 per share (which is the difference between $0.102 and the weighted average exercise price per share).

** In accordance with Rule 0–11(b) promulgated under the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying .00003070 by the sum of the preceding sentence.

x Check box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $90.07

Form or Registration No.:   Schedule 14A

Filing Party:   Critical Path, Inc.

Date Filed:   December 26, 2007

INTRODUCTION

This Rule 13e–3 Transaction Statement on Schedule 13E–3, together with the exhibits hereto (the “Transaction Statement”), is being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by (1) Critical Path, Inc., a California corporation (the “Company”), the issuer of the common stock, par value $0.001 per share (the “Common Stock”), that is subject to the Rule 13e–3 transaction under a potential interpretation of Rule 13e–3 promulgated under the Exchange Act; (2) General Atlantic Partners 74, L.P., a Delaware limited partnership (“GAP 74”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestment Partners II, L.P., a Delaware limited partnership (“GAPCO”), and GAPCO GmbH & Co. KG, a German limited partnership (“KG” and, together with GAP 74, GapStar and GAPCO, the “General Atlantic shareholders”); (3) Campina Enterprises Limited, a British Virgin Islands corporation (“Campina”), and Cenwell Limited, a British Virgin Islands corporation (“Cenwell” and, together with Campina, the “CKH shareholders”); (4) Richmond CP LLC, a Delaware limited liability company (“Richmond CP”), and Peter Kellner; (5) Vectis-CP Holdings, LLC, a Delaware limited liability company (“Vectis”); (6) CP Holdco, LLC, a Delaware limited liability company (“Parent”), which is owned and controlled by the General Atlantic shareholders, the CKH shareholders and Richmond CP; and (7) CP Merger Co., a California corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company, the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis and Parent, the “filing parties”). The filing parties expressly disclaim any obligation to file this Transaction Statement.

Pursuant to an Agreement and Plan of Merger (the “merger agreement”), dated December 5, 2007, by and among Parent, Merger Sub and the Company, Merger Sub will, subject to the terms and conditions of the merger agreement, merge with and into the Company, with the Company surviving as a subsidiary of Parent (the “merger”). If the merger is consummated, holders of our common stock (other than Parent and shareholders entitled to and who properly exercise dissenters’ rights under California law) will receive $0.102 in cash (subject to adjustments upon any stock split, stock dividend, stock distribution or reclassification of the common stock) (the “merger consideration”) (without interest and less any applicable withholding of taxes) for each share of common stock they own. Holders of options exercisable for common stock will receive the positive difference, if any, between the exercise price of their options and the merger consideration times the number of shares that may be purchased pursuant to such options. If the exercise price of a stock option is less than the merger consideration, the option will be cancelled without consideration. Holders of warrants to purchase common stock will be compensated on the same basis as holders of options to purchase the Company’s common stock. The right of any holder of options or warrants to purchase common stock to receive consideration is subject to and will be reduced by the amount of any withholding required under applicable law. The rights, preferences and privileges of the Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series D preferred stock”), and Series E Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series E preferred stock”), will not be affected by the merger but will be affected by the recapitalization described below.

Immediately prior to the merger, and pursuant to the terms of the merger agreement, we intend to amend and restate our amended and restated articles of incorporation (such amended and restated articles of incorporation, as amended and restated, are referred to herein as the “second amended and restated articles”) to, among other things, (i) provide for a 70,000-to-1 reverse stock split of our Series E preferred stock to be effected immediately following the merger and the cashing out of all fractional shares of the Series E preferred stock resulting from such reverse stock split on an as if converted to common stock basis at a per share price equal to the merger consideration, (ii) provide for the conversion, pursuant to the terms set forth in the second amended and restated articles, of all of our then outstanding Series D preferred stock and Series E preferred stock after the reverse stock split into shares of our common stock following the reverse stock split upon the election by holders of a majority of the then outstanding shares of each such series to convert, (iii) increase the number of authorized shares of our common stock to 500,000,000, (iv) permit shareholders to act by written consent, (v) terminate the authorization to issue Series F Redeemable Convertible Preferred Stock and (vi) provide that the transactions do not constitute a change of control for purposes of our second amended and restated articles. Immediately following the conversion described in clause (ii) above, all of our outstanding 13.9% promissory notes due June 30, 2008 (the “13.9% notes”) will be exchanged for shares of common stock at a per share price equal to the merger consideration pursuant to the terms of the Note Exchange

Agreement, dated as of December 5, 2007, by and among the Company and the holders of all of the outstanding 13.9% notes. Pursuant to the terms of the second amended and restated articles, we will consummate the reverse stock split of the Series E preferred stock and cashing out all of the fractional shares of Series E preferred stock resulting from such reverse stock split and convert all of the then outstanding Series D preferred stock and Series E preferred stock remaining after the reverse stock split into shares of our common stock upon the election of holders of a majority of the then outstanding shares of each such series to convert. Pursuant to a Voting Agreement, dated as of December 5, 2007 (the “voting agreement”), the General Atlantic shareholders, the CKH shareholders, Dragonfield Limited, Lion Cosmos Limited, Richmond CP, Richmond I, LLC, Richmond III, LLC, Peter Kellner and certain relatives of and entities related to Peter Kellner, Vectis, Ace Paragon Holdings Limited and Crosslink Crossover Fund IV, L.P., who, as of December 5, 2007, collectively held a majority of the outstanding shares of Series D preferred stock and Series E preferred stock, have agreed to elect to convert their shares of then outstanding Series D preferred stock and Series E preferred stock into common stock following the merger upon written notice from any General Atlantic shareholder or CKH shareholder which will result in the automatic conversion of all of the then outstanding Series D preferred stock and Series E preferred stock.

Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a preliminary proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Exchange Act, relating to a special meeting of the shareholders of the Company at which such shareholders will consider and vote upon proposals to adopt the second amended and restated articles and to adopt the merger agreement and approve the merger. The cross references below are being supplied pursuant to General Instruction G to Schedule 13E–3 and show the location in the Proxy Statement of the information required to be included in response to the Items of Schedule 13E–3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. All information contained in this Transaction Statement concerning the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis, Parent and Merger Sub has been provided by the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis, Parent and Merger Sub, respectively, and all information concerning the Company has been provided by the Company. No filing party takes responsibility for the accuracy of any information not supplied by such filing party. The filing of this Transaction Statement shall not be construed as an admission by the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis, Parent or Merger Sub or by any of their respective affiliates that the Company is “controlled” by the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis, Parent or Merger Sub or that any of the General Atlantic shareholders, the CKH shareholders, Richmond CP, Peter Kellner, Vectis, Parent or Merger Sub is an “affiliate” of the Company within the meaning of Rule 13e–3 promulgated under Section 13(e) of the Exchange Act.

ITEM 1. SUMMARY TERM SHEET.

Regulation M–A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet”

• “Questions and Answers About the Transactions and the Special Meeting”

ITEM 2. SUBJECT COMPANY INFORMATION.

Regulation M–A Item 1002

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet—The Parties to the Merger”

• “Information about Management of the Company and the Affiliated Shareholders”

(b) Securities. The information set forth in the Proxy Statement under the caption “Description of Capital Stock” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Trading Market and Price of Common Stock” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the caption “Trading Market and Price of Common Stock—Dividend Policy” is incorporated herein by reference.

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the caption “Prior Purchases and Sales of Our Common Stock—Prior Public Offerings” is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “Prior Purchases and Sales of Our Common Stock” is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON(S).

Regulation M–A Item 1003

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet—The Parties to the Merger”

• “Information about Management of the Company and the Affiliated Shareholders”

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the caption “Information about Management of the Company and the Affiliated Shareholders” is incorporated herein by reference.

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the caption “Information about Management of the Company and the Affiliated Shareholders” is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

Regulation M–A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “The Special Meeting”

• “The Special Meeting—Vote Required”

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Interests of Certain Persons in the Transactions”

• “Special Factors—Certain Effects of the Transactions”

• “Material United States Federal Income Tax Consequences”

• “The Merger”

• “The Recapitalization”

• Annex A—Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Interests of Certain Persons in the Transactions”

• “Special Factors—Certain Effects of the Transactions”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Dissenters’ Rights”

• Annex F—Chapter 13 of California Corporations Code

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors—Provisions for Unaffiliated Security Holders” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Regulation M–A Item 1005

(a) Transactions. The information set forth in the Proxy Statement under the caption “Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “The Recapitalization—The Voting Agreement and the Conversion and Contribution Agreement”

• “The Recapitalization—The Note Exchange Agreement and the Exchange of Outstanding 13.9% Notes for Common Stock and Cancellation of Warrants to Purchase Shares of Series F Preferred Stock”

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the caption “Special Factors—Background of the Transactions” is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Interests of Certain Persons in the Transactions”

• “Special Factors—Certain Effects of the Transactions”

• “The Merger—The Merger Agreement”

• “The Recapitalization—The Voting Agreement and the Conversion and Contribution Agreement”

• “The Recapitalization—The Note Exchange Agreement and the Exchange of Outstanding 13.9% Notes for Common Stock and Cancellation of Warrants to Purchase Series F Preferred Stock”

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M–A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Purpose of the Transactions”

• “Special Factors—Certain Effects of the Transactions”

• “The Merger”

• “The Recapitalization”

• Annex A—Agreement and Plan of Merger

(c) (1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Certain Effects of the Transactions”

• “Special Factors—Interests of Certain Persons in the Transactions”

• “The Recapitalization—The Voting Agreement and the Conversion and Contribution Agreement”

• “The Recapitalization—The Note Exchange Agreement and the Exchange of Outstanding 13.9% Notes for Common Stock and Cancellation of Warrants to Purchase Series F Preferred Stock”

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

Regulation M–A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Position of Affiliated Shareholders as to Fairness of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

• “Special Factors—Certain Effects of the Transactions”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Alternatives Considered by the Board of Directors and the Special Committee”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Alternatives Considered by the Board of Directors and the Special Committee”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Position of Affiliated Shareholders as to the Fairness of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Interests of Certain Persons in the Transactions”

• “Special Factors—Certain Effects of the Transactions”

• “Special Factors—Dissenters’ Rights”

• “Material United States Federal Income Tax Consequences”

• “The Merger—The Merger Agreement”

• “The Recapitalization”

ITEM 8. FAIRNESS OF THE TRANSACTION.

Regulation M–A Item 1014

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Position of Affiliated Shareholders as to the Fairness of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

• Annex E—Opinion of Oppenheimer & Co., Inc.

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “Special Factors—Reasons for the Special Committee’s Determination; Effects of the Transactions; Fairness of the Transactions”

• “Special Factors—Position of Affiliated Shareholders as to the Fairness of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

• “Special Factors—Certain Effects of the Transactions”

• Annex E—Opinion of Oppenheimer & Co., Inc.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “The Special Meeting—Vote Required”

(d) Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet”

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness—Special Committee and Board of Directors’ Determination of Fairness”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet”

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness—Special Committee and Board of Directors’ Determination of Fairness”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

• “The Special Meeting—Recommendation of our Board of Directors”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness”

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

Regulation M–A Item 1015

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet—Fairness Opinion of the Special Committee’s Advisor”

• “Special Factors—Background of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

• Annex E—Opinion of Oppenheimer & Co., Inc.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Special Factors—Background of the Transactions”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

(c) Availability of Documents. The information set forth in the Proxy Statement under the caption “Where You Can Find More Information” is incorporated herein by reference.

ITEM 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

Regulation M–A Item 1007

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet—Financing”

• “Special Factors—Financing of the Transactions”

(b) Conditions. None.

(c) Expenses. The information set forth in the Proxy Statement under the caption “Special Factors—Estimate of Fees and Expenses Related to the Transactions” is incorporated herein by reference.

(d) Borrowed Funds. None.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Regulation M–A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

(b) Securities Transactions. The information set forth in the Proxy Statement under the caption “Prior Purchases and Sales of Our Common Stock—Transactions in Securities of the Company in the Last 60 Days” is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

Regulation M–A Item 1012

(d) Intent to Tender or Vote in a Going–Private Transaction. The information set forth in the Proxy Statement under the caption “Information about Management of the Company and the Affiliated Shareholders—Voting by Management of the Company and Affiliated Shareholders; Recommendation by Such Persons” is incorporated herein by reference.

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Summary Term Sheet—Critical Path’s Reasons for the Transactions”

• “Summary Term Sheet—Recommendation of the Special Committee and Our Board of Directors”

• “Questions and Answers About the Transactions and the Special Committee”

• “Special Factors—Background of the Transactions”

• “Special Factors—Reasons for the Special Committee’s Determination; Effect of the Transactions; Fairness of the Merger”

• “Special Factors—Reasons for the Transactions and Factors Considered in Determining Fairness—Special Committee and Board of Directors’ Determination of Fairness”

• “The Special Meeting—Recommendation of Our Board of Directors”

• “Information about Management of the Company and the Affiliated Shareholders—Voting by Management of the Company and Affiliated Shareholders; Recommendation by Such Persons”

ITEM 13. FINANCIAL STATEMENTS.

Regulation M–A Item 1010

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “Selected Historical Consolidated Financial Data”

• Annex H—Critical Path, Inc.’s Annual Report on Form 10-K for the Year Ended December 31, 2006

• Annex J—Critical Path, Inc.’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2007

(b) Pro Forma Information. None. The effect of the transactions on Critical Path’s balance sheet, statement of income, earnings per share, ratio of earnings to fixed charges and book value per share is not material.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Regulation M–A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “The Special Meeting—Solicitation of Proxies”

• “Special Factors—Fairness Opinion of the Special Committee’s Advisor”

(b) Employees and Corporate Assets. Not applicable.

ITEM 15. ADDITIONAL INFORMATION.

Regulation M–A Item 1011

(a) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

ITEM 16. EXHIBITS.

Regulation M–A Item 1016

(a)(1)	Not applicable.
(a)(2)(i)	Preliminary copy of letter to shareholders from Mark J. Ferrer (incorporated herein by reference to the preliminary proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on December 26, 2007 (the “Proxy Statement”)).
(a)(2)(ii)	Proxy Statement (incorporated herein by reference to the Proxy Statement).
(a)(2)(iii)	Form of Proxy Card (incorporated herein by reference to Annex K to the Proxy Statement).
(a)(3)	Proxy Statement (incorporated herein by reference to the Proxy Statement).
(a)(4)	Not applicable.
(a)(5)	The press release issued by the Company on December 5, 2007 announcing the signing of the Merger Agreement (incorporated herein by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 6, 2007).
(b)	Not applicable.
(c)(1)	Fairness Opinion of Oppenheimer & Co., Inc. to the Special Committee of the board of directors of Critical Path, dated November 19, 2007 (incorporated herein by reference to Annex E to the Proxy Statement).
(c)(2)	Presentation to the Special Committee of the board of directors of Critical Path, dated November 19, 2007.*†
(d)(1)	Agreement and Plan of Merger, dated December 5, 2007, by and among Critical Path, Inc., CP Holdco, LLC and CP Merger Co. (incorporated herein by reference to Annex A to the Proxy Statement).
(d)(2)	Voting Agreement, dated December 5, 2007, by and among CP Holdco, LLC, General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, Campina Enterprises Limited, Cenwell Limited, Dragonfield Limited, Lion Cosmos Limited, Richmond CP LLC, Richmond I, LLC, Richmond III, LLC, Peter Kellner, The Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner, Paul Kellner, Vectis-CP Holdings, LLC, Ace Paragon Holdings Limited and Crosslink Crossover Fund IV, L.P. (incorporated herein by reference to Annex B to the Proxy Statement).
(d)(3)	Note Exchange Agreement, dated December 5, 2007, by and among Critical Path, Inc., General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, Campina Enterprises Limited and Richmond CP LLC (incorporated herein by reference to Annex D to the Proxy Statement).
(d)(4)	Conversion and Contribution Agreement, dated December 5, 2007, by and among CP Holdco, LLC, General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., Campina Enterprises Limited, Cenwell Limited, Richmond CP LLC, Peter Kellner, Richmond I, LLC, The Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner, Paul Kellner and Vectis-CP Holdings, LLC (incorporated herein by reference to Annex C to the Proxy Statement).

(f)	Chapter 13 of the California Corporations Code (incorporated herein by reference to Annex F to the Proxy Statement).
(g)	None.

The Power of Attorney, dated January 3, 2007, appointing Thomas J. Murphy, Attorney-in-Fact for GAP Coinvestment Partners II, L.P., filed as Exhibit 1 to the Amendment No. 4 to the Schedule 13D filed on October 17, 2007, is hereby incorporated by reference.

* Filed herewith.

† The financial projections included in this exhibit have been prepared by, and are the responsibility of, the Company’s management. Neither our independent registered public accounting firm nor any other independent registered public accounting firm has compiled, examined or performed any procedures with respect to this projected financial information, nor has any independent registered public accounting firm expressed any opinion or given any form of assurance on this projected financial information.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 26, 2007	CRITICAL PATH, INC.
	By:	/s/ James A. Clark
	Name:	James A. Clark
	Title:	Chief Financial Officer
	GENERAL ATLANTIC PARTNERS 74, L.P.
	By:	General Atlantic LLC, Its general partner
	By:	/s/ Thomas J. Murphy
	Name:	Thomas J. Murphy
	Title:	Managing Director
	GAPSTAR, LLC
	By:	General Atlantic LLC, Its sole member
	By:	/s/ Thomas J. Murphy
	Name:	Thomas J. Murphy
	Title:	Managing Director
	GAP COINVESTMENT PARTNERS II, L.P.
	By:	/s/ Thomas J. Murphy
	Name:	Thomas J. Murphy
	Title:	Attorney-in-Fact
	GAPCO GMBH & CO. KG
	By:	GAPCO Management GmbH, Its general partner
	By:	/s/ Thomas J. Murphy
	Name:	Thomas J. Murphy
	Title:	Procuration Officer

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:	Authorized Signatory
RICHMOND CP LLC
By:	/s/ Peter Kellner
Name:	Peter Kellner
Title:	Managing Member
/s/ Peter Kellner
Peter Kellner
VECTIS-CP HOLDINGS, LLC
By:	/s/ Matthew T. Hobart
Name:	Matthew T. Hobart
Title:	Managing Director

CP HOLDCO, LLC
By:	/s/    Thomas J. Murphy
Name:	Thomas J. Murphy
Title:	Vice President and CFO
CP MERGER CO.
By:	/s/    Thomas J. Murphy
Name:	Thomas J. Murphy
Title:	Vice President and CFO

EXHIBIT INDEX

(a)(1)	Not applicable.
(a)(2)(i)	Preliminary copy of letter to shareholders from Mark J. Ferrer (incorporated herein by reference to the preliminary proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on December 26, 2007 (the “Proxy Statement”)).
(a)(2)(ii)	Proxy Statement (incorporated herein by reference to the Proxy Statement).
(a)(2)(iii)	Form of Proxy Card (incorporated herein by reference to Annex K to the Proxy Statement).
(a)(3)	Proxy Statement (incorporated herein by reference to the Proxy Statement).
(a)(4)	Not applicable.
(a)(5)	The press release issued by the Company on December 5, 2007 announcing the signing of the Merger Agreement (incorporated herein by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 6, 2007).
(b)	Not applicable.
(c)(1)	Fairness Opinion of Oppenheimer & Co., Inc. to the Special Committee of the board of directors of Critical Path, dated November 19, 2007 (incorporated herein by reference to Annex E to the Proxy Statement).
(c)(2)	Presentation to the Special Committee of the board of directors of Critical Path, dated November 19, 2007.*
(d)(1)	Agreement and Plan of Merger, dated December 5, 2007, by and among Critical Path, Inc., CP Holdco, LLC and CP Merger Co. (incorporated herein by reference to Annex A to the Proxy Statement).
(d)(2)	Voting Agreement, dated December 5, 2007, by and among CP Holdco, LLC, General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, Campina Enterprises Limited, Cenwell Limited, Dragonfield Limited, Lion Cosmos Limited, Richmond CP LLC, Richmond I, LLC, Richmond III, LLC, Peter Kellner, The Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner, Paul Kellner, Vectis-CP Holdings, LLC, Ace Paragon Holdings Limited and Crosslink Crossover Fund IV, L.P. (incorporated herein by reference to Annex B to the Proxy Statement).
(d)(3)	Note Exchange Agreement, dated December 5, 2007 by and among Critical Path, Inc., General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, Campina Enterprises Limited and Richmond CP LLC (incorporated herein by reference to Annex D to the Proxy Statement).
(d)(4)	Conversion and Contribution Agreement, dated December 5, 2007, by and among CP Holdco, LLC, General Atlantic Partners 74, L.P., GapStar, LLC, GAP Coinvestment Partners II, L.P., Campina Enterprises Limited, Cenwell Limited, Richmond CP LLC, Peter Kellner, Richmond I, LLC, The Kellner Foundation, George Kellner, Trust FBO Peter and Catherine Kellner, Catherine Kellner, Clara Kellner, Paul Kellner and Vectis-CP Holdings, LLC (incorporated herein by reference to Annex C to the Proxy Statement).
(f)	Chapter 13 of the California Corporations Code (incorporated herein by reference to Annex F to the Proxy Statement).
(g)	None.

The Power of Attorney, dated January 3, 2007, appointing Thomas J. Murphy, Attorney-in-Fact for GAP Coinvestment Partners II, L.P., filed as Exhibit 1 to the Amendment No. 4 to the Schedule 13D filed on October 17, 2007, is hereby incorporated by reference.

* Filed herewith

EX-99.(C)(2)

Exhibit (c)(2)

Exhibit (c)(2)

CONFIDENTIAL

Presentation to the Special Committee to the Board of Directors:

Regarding the Merger Consideration of CPTH Common Stock

November 19, 2007

FOR DISCUSSION PURPOSES ONLY

Table of Contents

CONFIDENTIAL

I. Executive Summary

II. Transaction Summary

III. Company Overview

IV. Summary Valuation Analyses

V. Appendices

A. Discounted Cash Flow Analysis

B. Comparable Company Analysis

C. Precedent Transaction and Premium Analysis

FOR DISCUSSION PURPOSES ONLY Page 1

CONFIDENTIAL

I. Executive Summary

FOR DISCUSSION PURPOSES ONLY

Executive Summary

CONFIDENTIAL

In arriving at its Opinion, Oppenheimer assumed and relied upon, without independent verification, the accuracy and completeness of the information provided by Company Management

Oppenheimer is pleased to have the opportunity to present to the Special Committee for the Board of Directors of Critical Path (“CPTH”) the Fairness Opinion with regards to the proposed going private transaction. Oppenheimer would like to review the following items with the Special Committee:

Review a summary of the transaction and its mechanics/key terms;

Review a summary of projected financials provided by CPTH management;

Discuss the valuation analyses performed, including, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken;

Delivery of our formal oral opinion;

Q&A from the Board of Directors.

As of November 19,2007, Oppenheimer is of the opinion that, the Merger Consideration of $.102 in cash per share for each outstanding share of unaffiliated (non-”Rollover”) CPTH Common Stock is fair from a financial point of view to the unaffiliated (non-”Rollover”) Common Shareholders of CPTH.

FOR DISCUSSION PURPOSES ONLY Page 3

Executive Summary

CONFIDENTIAL

In arriving at its Opinion, Oppenheimer assumed and relied upon, without independent verification, the accuracy and completeness of the information provided by Company Management

In arriving at our opinion, we have, among other matters:

Reviewed a draft of the Term Sheet dated September 19th, 2007; Draft Merger Agreement dated November 15th, 2007; and Draft of Transaction Steps dated November 1, 2007; M&A Summary dated October 11,2007;

Conducted numerous discussions with management of CPTH about operations and financial condition;

Analyzed financial and other information that was publicly available or furnished to us by CPTH, including information provided to us during discussions with the management of CPTH;

Compared certain financial data of CPTH with various other companies in generally similar industries with generally similar business and financial characteristics whose securities are traded in public markets;

Reviewed and considered historical prices and valuation multiples of the CPTH Common Stock and compared them with those of certain publicly traded companies that we have deemed relevant;

Conducted such other financial studies, analyses and investigations as we deemed appropriate.

We did not rely on any one particular financial analysis or methodology, but formulated our opinion on the whole of such analyses

In conducting our review and analysis, we have relied upon and assumed, without independent verification, the accuracy and completeness of all the financial and other information that was reviewed by us, whether obtained from public sources, provided to us by either CPTH or counsel to the Special Committee, or that was otherwise reviewed by Oppenheimer

FOR DISCUSSION PURPOSES ONLY Page 4

CONFIDENTIAL

II. Transaction Summary

FOR DISCUSSION PURPOSES ONLY

Transaction Background

CONFIDENTIAL

Background/Strategic Rationale for Going Private

The inability to achieve profitability; long history of operating losses; negative net worth; technically insolvent (debt of $25.638 million as of 9/30/07, no means to repay), negative net working capital

Note holders retain right to force Company in to bankruptcy; entitled to all assets of the Company as of June 30, 2008

The need to rationalize the capital structure of the Company

Series D and E Preferred Shares have liquidation rights and accrued dividends totaling more than $156 million (as of 9/30/07) in addition to outstanding debt

In its most recent 10Q dated September 30, 2007, the Company disclosed that its existing capital resources are not sufficient to fund ongoing operations or meet it obligations, and that it has a limited capability to raise additional cash or liquidate assets; as a result, the Company may be forced to seek the protection of applicable bankruptcy laws in the next twelve months

Limited investor interest and lack of Wall Street sponsorship; Company stock remains illiquid and is traded on Bulletin Board

No success in several previous attempts over the course of approximately 28 months to find a buyer with a satisfactory or viable offer

Last audit was completed March 2006. Company avoided going concern opinion at that time but has indicated that an audit or need for consent from auditors would result in a going concern opinion from Burr Pilger Mayer

Excessive costs associated with the accounting, filing and regulatory requirements of being a public company with a $3 million market capitalization

FOR DISCUSSION PURPOSES ONLY Page 6

Transaction Mechanics

CONFIDENTIAL

Group of General Atlantic, Cheung Kong and affiliated entities sign voting agreement to vote in favor of Merger Agreement and all transactions contemplated thereby

Group creates CP Holdings; CP Holdings forms CP Merger Co.

Merger Agreement provides:

An agreed upon portion of Series D Preferred will be converted into common of CPTH. Series D Preferred will execute Voting Agreement in favor of the transaction and a Conversion Agreement to reconvert Series D shares into common shares of CP Holdings upon consummation of the merger;

Merger of CP Merger Co. with and into Critical Path, whereby all outstanding, non-Rollover common is cashed out (as a condition of Closing) at $0.102 per share; common held by CP holdings is canceled and CP Merger Co. shares are converted into common of Critical Path;

All out-of-money options and warrants canceled;

Concurrently with merger, all outstanding Series E Preferred is reverse split on 70,000 to 1 basis; resulting fractional shares are cashed out at $0.102 per share on an as-converted to common basis; the remainder are converted into common of CP Holdings upon vote of majority of Series E Preferred; and

Simultaneously with the conversion of all of the outstanding Series E Preferred, all outstanding Series D Preferred is converted into common of CP Holdings upon vote of majority of Series D Preferred;

Immediately after merger, all 13.9% notes will convert into common of CP Holdings at $0.102 per share, pursuant to the Note Exchange Agreement

Source: provided by counsel to Special Committee

FOR DISCUSSION PURPOSES ONLY Page 7

CONFIDENTIAL

III. Company Overview

FOR DISCUSSION PURPOSES ONLY

Company Summary

CONFIDENTIAL

Critical Path, Inc.

Transaction Analysis Accumulated Preferences Analysis (4) Debt and

(in $000 except for common stock outstanding and per share data) accumulated

preferences (a)

Stock Price @ Close 11/16/07 $0.081 Notes payable

Number of Shares 37,682,065 Principal $ 18,000

Market Cap 3,052 Accrued interest (to 9/30/07) 7,638

Cash (1) 11,341 25,638

Debt (Due 6/30/07) (1) (2) 25,638 Series E preferred stock (accreted value at 9/30/07) 85,954

Enterprise Value (3) 162,170 Series D preferred stock 69,840

EV/2008 Revenue Multiple 3.62x

Total debt and accumulated preferences $ 181,432

(1) As reported on the Balance Sheet as of 9/30/07

(2) If not paid before maturity, total accreted value will be $28.674 million on June 30,2008

(3) Enterprise Value is as reported and includes redeemable preferred stock as an equity investment as reported on Balance Sheet as of 9/30/07

(4) Source: Values provided by Critical Path Management as of 9/30/07

FOR DISCUSSION PURPOSES ONLY Page 9

Major Common Holders

CONFIDENTIAL

Major holders of CPTH outstanding common

Holder Common Shares Held % Of CSO Position Date

Vectis-CP Holdings LLC 5,672,378 15.053 Mar-01-2007

Apex Capital, L.L.C. 4,144,000 10.997 Mar-01-2007

Passport Capital, LLC 2,620,833 6.955 Mar-01-2007

Kellner, Peter 2,155,259 5.72 Mar-01-2007

General Atlantic LLC 1,767,840 4.691 Oct-1 5-2007

Ferrer, Mark J. (Chairman) 1,178,024 3.126 Mar-01-2007

Twohig, Barry (Executive Vice President of Engineering) 59,638 0.158 Mar-01-2007

Palomba, Mark (Chief Executive Officer and Executive Vice President of Worldwide Sales & Field Operations) 41,570 0.11 Mar-01 2007

Clark, James A. (Chief Financial Officer, Principal Accounting Officer and Executive Vice President) 33,880 0.09 Mar-01-2007

Bainco International Investors LLC 17,074 0.045 Jun-30-2007

Credit Suisse Asset Management, LLC 1,187 0.003 Jun-30-2007

Albion Financial Group 25 0 Sep-30-2007

Source: Thomson Financial 11/16/07

FOR DISCUSSION PURPOSES ONLY Page 10

Capitalization Table

Critical Path, Inc.

Capitalization Table: September 30,2007

Liquidation Preferences

09/30/07 Accreted and %of % of Total

Issued and converted preferred total common + Accreted to Accreted to (Series E accreted

outstanding to common series preferred preferred 30-Sep end of term to 8/31 plus D at $22)

Common stock

Outstanding (as per Computershare) 37,682,065 37,682,065 24.5% 26.6%

Canadian exchange shares (as per Computershare) —   0.0% 0.0%

37,682,065 37,682,065 24.5% 26.6%

Preferred stock

Series D

General Atlantic 2,545,455 33,802,611 22.0% 72.3% 4.9% 23.9% $50,703,917 $52,609,959 69,039,820

Cheung Kong 872,727 11,589,460 7.5% 24.8% 1.7% 8.2% 17,384,192 $18,037,691 35,108,566

Vectis —   0.0% 0.0% 0.0% 0.0%

MBCP 102,355 1,168,052 0.8% 2.9% 0.2% 0.8% 1,752,084 1,817,948 5,624,

358 3,520,537 46,560,123 30.3% 100.0% 6.8% 32.9% $69,640,193 $72,465,598

Series E

General Atlantic 7,333,332 8,693,207 5.7% 15.2% 14.1% 6.1% 13,039,810 $13,529,998

Cheung Kong 8,946,667 10,605,715 6.9% 18.5% 17.2% 7.5% 15,908,572 16,506,601

Zaxis 5,673,325 6,725,372 4.4% 11.7% 10.9% 4.8% 10,088,058 10,467,285 10,088,058

Ace Paragon 12,916,667 15,311,901 10.0% 26.7% 24.9% 10.8% 22,967,852 23,831,251 22,967,852

Crosslink 3,445,370 4,084,271 2.7% 7.1% 6.6% 2.9% 6,126,406 6,356,708 6,126,406

Permal 3,334,673 3,953,046 2.6% 6.9% 6.4% 2.8% 5,929,570 6,152,472 5,929,570

Passport 2,620,833 3,106,384 2.0% 5.4% 5.1% 2.2% 4,660,251 4,835,437 4,660,251

Criterion —   0.0% 0.0% 0.0% 0.0% —   —  

Sagamore —   0.0% 0.0% 0.0% 0.0% —   —  

Capital Ventures 628,148 744,630 0.5% 1.3% 1.2% 0.5% 1,116,945 1,158,933 1,116,945

MBCP 829,873 983,63 0.6% 1.7% 1.6% 0.7% ,1,475,444, 1,530,916

Guggenheim —   0.0% 0.0% 0.0% 0.0% —  

Barclays —   0.0% 0.0% 0.0% 0.0% —  

Other E holders (rights offering) 2,617,932 3,093,778 2.0% 5.4% 5.0% 2.2% 4,640,666 4,815,659 4,640,666

48346 820 57,302,383 37.3% 100.0% 93.2% 40.5% 85,953,575 $89,185,258 165,302,493

Total preferred stock 51,867357 103,862,506 67.7%

Preferred stock warrants

Series F

General Atlantic 176,784 1,767,840 1.2%

Cheung Kong 176,784 1,767,840 1.2%

Richmond Capital 32,142 321,420 0.2%

385,710 3,857,100 2.5%

Common stock equivalents

Warrants

Warrants (in-the-money) 0.0%

Warrants (out-of-the-money) 861,362 861,362 0.0%

861,362 861,362 0.6%

Options

1998 Ran (Avg. Price of $1.3795) 6,842,002 6,842,002 4.5%

1999 Plan (Avg. Price of $2.4706) 403,008 403,008 0.3%

Acquired Plans (Avg. Price of $41 .98) 1,855 1,855 0.0%

7,246,865 7,246,865 4.7%

Restricted plans

RU98 (restricted stock units) 4,552 4,552 0.0%

RS98 (restricted stock) [a] —   —   0.0%

4,552 4,552 0.0%

Total capitalization 153,514,450 100.0%

FOR DISCUSSION PURPOSES ONLY Source: Critical Path Management Page 11

CPTH Stock Price vs. Volume

CONFIDENTIAL

FOR DISCUSSION PURPOSES ONLY Page 12

Critical Path Projected Income Statement

Financial Statements were prepared by Management, as of 10/31/07, in the ordinary course of business and as part of Critical

Path standard practice

CONFIDENTIAL

Critical Path Consolidated

Statement of Operations Actual Projected

(in OOOs) 2005 2006 2007 E 2008 F 2009 F 2010 F

Statement of Operations:

NET REVENUE

SW licensing $19,078 $12,876 $15,834 $16,400 $17,220 $18,081

Hosted messaging 15,198 4,775 4,365 —   —   —  

Professional services 12,759 10,539 9,776 10,000 10,332 10,849

Maintenance and support 19,797 18,240 18,512 18,400 18,942 19,889

Total net revenue 66,832 46,430 48,487 44,800 46,494 48,818

COST OF REVENUE

SW licensing 4,843 4,447 4,754 4,787 5,166 5,424

Hosted messaging 15,095 3,142 2,959 —   —   —  

Professional services 9,331 8,156 7,758 7,578 7,801 8,191

Maintenance and support 6,060 5,216 5,632 5,726 5,777 6,066

Stock-based expense 15 —   —   —  

Restructure expense 43 136 —   —  

Total cost of revenue 35,329 20,961 21,161 18,226 18,744 19,681

GROSS PROFIT (LOSS) 31,503 25,469 27,326 26,574 27,750 29,137

OPERATING EXPENSES

Selling and marketing 16,525 12,515 12,392 11,681 11,856 12,449

Research and development 15,251 9,815 9,321 8,325 8,531 8,958

General and administrative 13,453 11,914 10,820 7,786 6,775 7,114

Stock-based expense 1,278 173 —   —   —  

Restructuring expense 2,198 (3,187) 582 897 —   —  

(Gain) loss on the sale of assets (128) (1,969) (500) —  

Total operating expenses 47,427 32,335 33,160 26,719 26,662 28,520

OPERATING INCOME (LOSS) (15,924) (6,866) (5,834) (145) 1,088 617

Operating margin

Other income (expense), net 6,624 421 (513) —   —   —  

Interest income (expense), net (3,414) (3,654) (4,249) (515) —   —  

Income (loss) before provision for income taxes (12,714) (10,099) (10,596) (661) 1,088 617

Provision for income taxes (938) (867) (646) (1,300) (1,300) (1,300)

NET INCOME (LOSS) (13,652) (10,966) (11,242) (1,961) (212) (683)

Accretion on mandatorily redeemable preferred stock (18,730) (14,117) (14,933) (2,551) —   —  

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $(32,382) $(25,083) $(26,174) $(4,512) $(212) $(683)

FOR DISCUSSION PURPOSES ONLY Page 13

Critical Path Projected Balance Sheet

CONFIDENTIAL

Financial Statements were prepared by Management, as of 10/31/07, in the ordinary course of business and as part of Critical Path standard practice

Critical Path Consolidated

Balance Sheet

(in 000s)

Actual As of Projected (2)

2005 2006 9/31/2007(1) 2007 E 2008 F 2009 F 2010 F

Balance Sheet:

ASSETS

Cash and equivalents $18,707 $14,542 $11,341 $5,972 $ 6,615 $7,617 $6,810

Accounts receivable 10,096 10,283 10,794 13,163 11,158 11,464 12,037

Prepaids and other current assets 5,193 2,427 2,680 3,288 3,211 3,211 3,211

Total current assets 33,996 27,252 24,815 22,422 20,983 22,292 22,059

Property and equipment 55,344 55,237 55,987 56,737

Accumulated depreciation (53,218) (54,304) (55,240) (56,224)

Property and equipment, net 2,625 2,612 2,325 2,126 933 746 513

Goodwill 7,047 7,460 7,766 7,766 7,766 7,766 7,766

Other assets 1,756 679 379 346 1,199 988 988

Total assets $45,424 $38,003 $35,285 $32,660 $30,881 $31,792 $31,325

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable $2,726 $3,995 $4,292 $3,286 $3,189 $4,312 $4,528

Accrued liabilities 19,946 16,837 12,994 12,240 11,525 11,525 11,525

Deferred revenue 6,574 6,848 8,066 7,644 7,877 7,877 7,877

Notes payable 25,638 26,785 —   —   —  

Other current liabilities 106 24 8 11 11 11 11

Total current liabilities 29,352 27,704 50,998 49,966 22,602 23,725 23,941

Long-term liabilities 20,787 23,237 4,690 4,895 660 660 660

Total liabilities 50,139 50,941 55,688 54,861 23,262 24,385 24,601

Redeemable preferred stock 120,293 134,406 144,821 148,597 —   —   —  

Stockholders’ equity (deficit) (125,008) (147,344) (165,224) (170,798) 7,619 7,407 6,725

Total liabilities and stockholders’ deficit $45,424 $38,003 $35,285 $32,660 $30,881 $31,792 $31,325

(1) Unaudited

(2) Company’s projections assume a recapitalization of the Company to continue as a going concern; presuming the benefit of a capital infusion, the repayment of outstanding indebtedness of $28.674 million due on 6/30/08, and the conversion of existing Preferred in to Common which does not accrue to the benefit of Common shareholders

FOR DISCUSSION PURPOSES ONLY Page 14

Critical Path Projected Cash Flow Statement

Financial Statements were prepared by Management, as of 10/31/07, in the ordinary course of business and as part of Critical Path standard practice

Critical Path Consolidated CONFIDENTIAL

Statements of Cash Flow Actual Projected (1)

(in 000s)

2005 2006 2007 E 2008 F 2009 F 2010 F

Statement of Cash Flow:

Net loss (13, 652) (10,966) $(11,240) $(1,961) $(212) $(683)

Cash provided (used) by operating activities

Depreciation, stock-based comp and other 1,900 (883) 437 984

Accounts receivable (2,727) 2,005 (306) (573)

Prepaids and other current assets (672) 77 —   —  

Goodwill —   —   —   —  

Other assets 144 —   211 —  

Accounts payable (709) (97) 1,123 216

Accrued liabilities (4,217) (715) —   —  

Deferred revenue 1,227 233 —   —  

Other current and long-term liabilities (381) —   —   —  

(5,500) (8,483) (16,674) (1,341) 1,252 (57)

Cash provided (used) by investing activities

Purchases of capital equipment (1,357) (745) (750) (750)

Proceeds from the sale of business operations 126 1,969 500 —  

1,227 3,854 (1,231) 1,223 (250) (750)

Cash provided (used) by financing activities 680 (65) 9,411 761 —   —  

Net cash provided (used) (3,593) (4,694) (8,494) 643 1,002 (807)

Effect of exchange rates (939) 529 (76) —   —   —  

Cash at beginning of period 23,239 18,707 14,542 5,972 6,615 7,617

Cash at end of period $18,707 $14,542 5 5,972 $6,615 $7,617 $6,810

(1) Company’s projections assume a recapitalization of the Company to continue as a going concern; presuming the benefit of a capital infusion, the repayment of outstanding indebtedness of $28.674 million due on 6/30/08, and the conversion of existing Preferred in to Common which does not accrue to the benefit of Common shareholders

FOR DISCUSSION PURPOSES ONLY Page 15

CONFIDENTIAL

IV. Summary Valuation Analyses

FOR DISCUSSION PURPOSES ONLY

Summary Valuation Analysis

CONFIDENTIAL

Value Per Share Based on Various Valuation Methodologies

Simple;

Non-weighted Final Offer:

Average: $.102 or

($1.772) 28% 1 Day Premium

Discounted Cash Flow Analysis $.005 $.032

Comparable Company Analysis ($3.494)

($3.679)

Precedent Transaction Analysis ($3.524)

($3.704)

Precedent Premium Analysis $.086 or 7.9% $.102 27.9%

$(4.0) $(3.5) $(3.0) $(2.5) $(2.0) $(1.5) $(1.0) $(0.5) $- $0.5

Implied Value Per Share

FOR DISCUSSION PURPOSES ONLY Page 17

Summary Valuation Analysis

Value Per Share Based on Various Valuation Methodologies CONFIDENTIAL

($ in millions, except per share data)

DISCOUNTED CASH FLOW ANALYSIS ANALYSIS

Financial Multiple Range (2) Equity Value (3) Per Share Data (3)

Valuation Metric Statistic (1) Min Max Min Max Min Max

2010 Revenue Estimate 48.4 0.7x 0.9x 0.7 4.6 $0.005 $0.032

Reference Range $0.005 $0.032

COMPARABLE COMPANY ANALYSIS

Financial Multiple Range (4) Equity Value (5) Per Share Data (6)

Valuation Metric Statistic (1) Min Max Min Max Min Max

2008 Revenue Estimate 44.8 0.7x 0.9x (138.6) (131.7) $(3.679) $(3.494)

Reference Range $(3.679) $(3.494)

(1) Source: SEC Filings and management estimates

(2) Revenue multiple used in determining terminal value in 2010 and range based on slight premium to precedent transaction group

(3) Based on Company’s projections that assume a recapitalization of the Company to continue as a going concern; presuming the benefit of a capital infusion, the repayment of outstanding indebtedness of $28.674 million due on 6/30/08, and the conversion of existing Preferred in to Common which does not accrue to the benefit of Common shareholders

(4) Multiple range based on 10% above and below the median multiple of peer group as of close 11/16/07

(5) Source: CPTH Balance Sheet as of 9/30/07: ($170.019) million in net cash

(6) Based on common shares outstanding of 37.68 million as of 9/30/07

FOR DISCUSSION PURPOSES ONLY Page 18

Summary Valuation Analysis

Value Per Share Based on Various Valuation Methodologies CONFIDENTIAL

($ in millions, except per share data)

PRECEDENT TRANSACTION ANALYSIS

Financial Multiple Range (2) Equity Value (3) Per Share Data (4)

Valuation Metric Statistic (1) Min Max Min Max Min Max

LTM Revenue 48.4 0.6x 0.8x (139.6) (132.8) $(3.704) $(3.524)

Reference Range $(3.704) $(3.524)

PRECEDENT PREMIUM ANALYSIS

Financial Multiple Range (6) Equity Value (7) Per Share Data (4)

Valuation Metric Statistic (5) Min Max Min Max Min Max

Share Price $0.080 7.9% 27.9% 3.3 3.9 $0.086 $0.102

Reference Range $0.086 $0.102

(1) Source: SEC Filings and management estimates

(2) Multiple range based on 10% above and below the median precedent transaction peer group

(3) Source: CPTH Balance Sheet as of 9/30/07: ($170.019) million in net cash

(4) Based on common shares outstanding of 37.68 million as of 9/30/07

(5) Closing price as of 10/16/07

(6) Premium range based on 10 percentage points above and below precedent transaction peer group

(7) Assumes a simple premium applied to current stock price (as of close 10/16/07)

FOR DISCUSSION PURPOSES ONLY Page 19

Summary Valuation Analysis

CONFIDENTIAL

Discounted Cash Flow Analysis

In determining the theoretical or intrinsic value of CPTH, Oppenheimer calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that CPTH could generate for the remainder of 2007 and the calendar years 2008 through 2010. Oppenheimer looked at this based on CPTH’s management model which assumes a recapitalization of the Company to continue as a going concern; presuming the benefit of a capital infusion, the repayment of outstanding indebtedness of $28.674 million due on 6/30/08, and the conversion of existing Preferred in to Common which does not accrue to the benefit of common shareholders

For the purpose of this analysis, Oppenheimer calculated a range of estimated terminal values for CPTH by applying multiples ranging from .7x – .9x to CPTH’s 2010 estimated Revenue

The estimated free cash flows and terminal values were then discounted to present value using a range of discount rates from 23%-25% which reflected:

CPTH’s weighted average cost of capital (“WACC”) calculation is based on a risk free rate of 4.75% based on the Ten Year Treasury, a size premium of 6.36% from Ibbotson Associates for companies with market capitalization under $265 million, a 5% control premium and a 7.1% equity risk premium from Ibbotson’s published historical arithmetic mean of equity returns

Overall, the discount rate range was selected based on, among other considerations, the degree of risk associated with the business and the industry in general, the cost of equity financing for CPTH, assumptions on CPTH’s long-term target debt to equity and debt total capital ratios and certain equity risk premium

FOR DISCUSSION PURPOSES ONLY Page 20

Summary Valuation Analysis

CONFIDENTIAL

Discounted Cash Flow Analysis (continued)

The per share value of CPTH was determined by:

Adding CPTH’s net cash of ($14.29) million to the sum of the present value of CPTH’s cash flows and the present value of CPTH’s terminal value to determine the theoretical equity value of CPTH and dividing that resultant by the number of diluted shares on an as-converted basis outstanding of CPTH

Based on the above assumptions, this analysis indicated an implied per share equity reference range of $.005 to $.032 per share

Assumed Discount Rate 24.0%

Terminal Value EV/Rev Multiple 0.8x

Terminal Value $39,055

Present Value of Terminal Value $19,434

Sum of PV of Unlevered Free Cash Flows (2,439)

Total Enterprise Value $16,994

Plus: Cash @ September 30, 2007 11,341

Less: Debt @ September 30, 2007 (25,638)

Implied Equity Value $2,697

Diluted Shares Outstanding 141,545

Implied Per Share Value $0.019

FOR DISCUSSION PURPOSES ONLY Page 21

Summary Valuation Analysis

Comparable Company Analysis CONFIDENTIAL

Using FirstCall consensus estimates and published Wall Street estimates, Oppenheimer reviewed certain trading and valuation statistics in a selected group of publicly traded companies that Oppenheimer deemed relatively comparable to CPTH in terms of business model and/or size. However, the comparable companies selected are going concerns that trade in relatively more liquid markets

The group of comparable companies included:

EV/Revenues

Company Name Ticket 2008E

Critical Path CPTH 3.6x

Amdocs Ltd. DOX 2.1x

Intervoice Inc. INTV 1.7x

Openwave Systems Inc. OPWV 0.7x

Tucows Inc. TCX 0.8x

Entrust Inc. ENTU 0.8x

Oppenheimer derived, among other things, multiples of enterprise value (equity value plus debt less cash) to projected calendar year 2008 Revenue, to derive an implied equity value for CPTH, and an implied per share price based on CPTH’s diluted shares on an as-converted basis outstanding

Based on 10% above/below the median multiples of the comparable companies (0.8x as of close 11/16/07), these methodologies implied an CPTH per share value of ($3.679) to ($3.494)

FOR DISCUSSION PURPOSES ONLY Page 22

Summary Valuation Analysis

CONFIDENTIAL

Precedent Transaction and Premium Analysis

Oppenheimer reviewed more than 50 transactions of which 20 were deemed appropriate

Oppenheimer then analyzed statistics and public information and determined that 7 transactions were most directly comparable to the proposed offer made by GA and CK

The 7 selected transactions consisted of:

($ in millions) Total Target

Announce Transaction Transaction LTM EV/Rev (1 Day)%

Date Acquirer Target Value EV Rev Multiple Premium

04/25/07 Photochannel Pixology 16.21 5.21 10.09 0.5x 53.4%

12/15/06 British Sky Broadcasting Group 365 Media Group 189.7 169.9 241.5 0.7x 6.0%

12/15/06 Made2Manage Sys Knova Software 49.53 39.9 27.1 1.5x 21.0%

11/30/06 Redstone Plc. IDN Telecom 22.9 23.0 32.2 0.7x 13.0%

09/12/06 RealNetworks WiderThan 256.9 257.0 78.6 3.3x 25.6%

08/05/06 Dada Upoc 7.0 6.1 3.6(1) 1.7x NA

06/22/06 Redstone Plc. Symphony Telecom Holdings 43.1 31.2 110.7 0.3x 14.7%

Oppenheimer noted that the median Enterprise Value/LTM Revenue of the target was 0.7x with a median implied premium of 17.9%. This methodology implied a CPTH per share value of ($3.704) to ($3.524) based on 10% above/below the median multiples of the precedent transactions and a per share value of based on a premium range of 7.9% to 27.9%

FOR DISCUSSION PURPOSES ONLY Page 23

CONFIDENTIAL

V. Appendices

FOR DISCUSSION PURPOSES ONLY

CONFIDENTIAL

A. Discounted Cash Flow Analysis

FOR DISCUSSION PURPOSES ONLY

Discounted Cash Flow

CONFIDENTIAL

CPTH DISCOUNTED CASH FLOW ANALYSIS

(figures in thousands) EBITA (1)

Years Ending December 31,

2007 2008 2009 2010

EBITA (5,834) (145) 1,088 617

Less: Cash Taxes —   —   —   —  

Tax-Effected EBITA (5,834) (145) 1,088 617

Plus: Depredation, Stock-based Compensation and Other 1,900 (883) 437 984

Tax-Effected EBITDA (3,933) (1,029) 1,525 1,601

Plus / (Less) Changes in Balance Sheet Accounts (7,335) 1,503 1,027 (358)

Less: Capital Expenditures (1,357) (745) (750) (750)

Unlevered Free Cash Flow (12,626) (270) 1,802 493

Less: YTD Unlevered Free Cash Flow (2) 8,838 —   —   —  

Unlevered Free Cash Flows for Discounting $(3,778) $(270) $1,802 $493

Discounted Period (3)

0.25 1.25 2.25 3.25

Assumed Discount rate 24.0% ($3,590) ($207) $1,112 $246

Terminal Value EV/ Rev Multiple 0.8x

Terminal Value $39,055

Present Value of Terminal Value $19,434

Sum of PV of Unlevered Free Cash Flows (2,439)

Total Enterprise Value $16,994

Plus: Cash @ September 30,2007 11,341

Less: Debt @ September 30, 2007 (25,638)

Implied Equity Value $2,697

Diluted Shares Outstanding 141,545

Implied Per Share Value $0.019

Terminal Value Multiple

0.5x 0.6x 0.7x 0.8x 0.9x 1.0x 1.1x

Discount Rate

19.0% (0.020) (0.001) 0.019 0.039 0.058 0.078 0.098

20.0% (0.023) (0.004) 0.015 0.035 0.054 0.073 0.092

21.0% (0.025) (0.007) 0.012 0.030 0.049 0.068 0.086

22.0% (0.028) (0.010) 0.008 0.027 0.045 0.063 0.081

23.0% (0.030) (0.013) 0.005 0.023 0.040 0.058 0.076

24.0% (0.032) (0.015) 0.002 0.019 0.036 0.053 0.071

25.0% (0.035) (0.018) (0.001) 0.016 0.032 0.049 0.066

26.0% (0.037) (0.020) (0.004) 0.012 0.028 0.045 0.061

27.0% (0.039) (0.023) (0.007) 0.009 0.025 0.041 0.056

28.0% (0.041) (0.025) (0.010) 0.006 0.021 0.037 0.022

29.0% (0.043) (0.028) (0.0013) 0.002 0.018 0.033 0.048

(1) Company’s projections assume a recapitalization of the Company to continue as a going concern; presuming the benefit of a capital infusion, the repayment of outstanding indebtedness of $28.674 million due on 6/28/07 and the conversion of existing Preferred into Common which does not accrue to the benefit of Common shareholders

(2) Assumed 70% of total cash flow has occurred in 2007 based on management projections

(3) Discounted 1 quarter for remaining 2007 cash flow

FOR DISCUSSION PURPOSES ONLY Page 26

Weighted Average Cost of Capital

CONFIDENTIAL

WEIGHTED AVERAGE COST OF CAPITAL CALCULATIONS

Assumptions

Risk-Free Rate (1) 4.75% Adjusted Beta (4) 1.469 Debt/ Equity (6) 20.0%

Small-Cap Premium (2) 6.36% Tax Rate (5) 35.0% Debt /Total Capital 15.7%

Market Risk Premium 7.10% Unlevered Beta 1.30

WACC Calculation

Debt / Equity Levered Beta Cost of Equity Pre-Tax Cost of Debt After-Tax Cost of Debt Debt/ Total Cap. Pre-Control Premium WACC CPTH WACC

15.0% 1.43 21.2% 13.9% 9.0% 15.7% 19.3% 24.3%

17.5% 1.45 21.4% 13.9% 9.0% 18.2% 19.1% 24.1%

20.0% 1.47 21.5% 13.9% 9.0% 20.7% 19.0% 24.0%

22.5% 1.49 21.7% 13.9% 9.0% 23.2% 18.8% 23.8%

25.0% 1.51 21.8% 13.9% 9.0% 25.7% 18.6% 23.6%

27.5% 1.53 22.0% 13.9% 9.0% 28.2% 18.3% 23.3%

(1) Source: Bloomberg. 10-year U.S. Treasury rate

(2) Source: Ibbotson

(3) Based on Ibbotson Associates’ published historical arithmetic mean of equity returns

(4) Source: Bloomberg. Adj. Beta = [(0.67)* Raw Beta]+[(0.33)*1.0]

(5) Oppenheimer assumed normalized tax rate

(6) Based on target ratios

FOR DISCUSSION PURPOSES ONLY Page 27

CONFIDENTIAL

B. Comparable Company Analysis

FOR DISCUSSION PURPOSES ONLY

Comparable Company Analysis

Market Statistics

($ in millions except for per share data)

CONFIDENTIAL

Price @ % of 52 Market Cash& Total Enterprise

Company Name Ticker 11/16/2007 Week High Cap. Equiv. Value Debt

Critical Path CPTH $0.08 22.50% $3.05 $11.34 $170.09(4) $161.80

Amdocs Ltd. DOX 32.30 80.03% 7,312.97 1,179.00 450.00 6,583.97

Intervoice Inc. INTV 10.15 92.02% 408.23 30.62 0.00 377.62

Openwave Systems Inc. OPWV 2.99 28.26% 248.84 202.38 149.22 195.68

Tucows Inc. TCX 0.76 53.90% 56.05 5.92 15.25 65.39

Entrust Inc. ENTU 1.79 38.91% 109.27 21.47 0.00 87.80

Notes:

(1) Source: Wall Street research and First Call estimates.

(2) Market value includes options and warrants in-the-money based on the treasury method.

(3) Cash and cash equivalents include cash, short-term and marketable securities and long-term investments.

(4) EV includes redeemable preferred stock reported on balance sheet as of 9/30/07

FOR DISCUSSION PURPOSES ONLY Page 29

Comparable Company Analysis

Operating Statistics CONFIDENTIAL

($ in millions except for per share data)

Fiscal Revenues EBITDA Calendarized EPS

Company Name Ticker Year 2007E 2008E 2007E 2008E 2007E 2008E

Critical Path CPTH 31-Dec $48.0 $44.8 ($2.3) ($2.5) #NA #NA

Amdocs Ltd. DOX 30-Sep 2,885.4 3,192.7 633.2 728.7 2.2 2.4

Intervoice Inc. INTV 28-Feb 195.8 220.9 14.5 38.3 0.0 0.3

Openwave Systems Inc. OPWV 30-Jun 266.2 273.5 (16.7) 21.2 (0.4) 0.1

Tucows Inc. TCX 31-Dec 75.2 84.2 8.6 9.9 0.0 0.0

Entrust Inc. ENTU 31-Dec 99.7 107.7 #NA #NA (0.0) 0.1

Notes:

(1) Source: Wall Street research and First Call estimates.

(2) Market value includes options and warrants in-the-money based on the treasury method.

(3) Cash and cash equivalents include cash, short-term and marketable securities and long-term investments.

FOR DISCUSSION PURPOSES ONLY Page 30

Comparable Company Analysis

Valuation Statistics CONFIDENTIAL

EV/Revenues EV/EBITDA Price/Earnings

Company Name Ticker 2007E 2008E 2007E 2008E 2007E 2008E

Critical Path CPTH 3.4x 3.6x NM NM NA NA

Amdocs Ltd. DOX 2.3x 2.1x 10.4x 9.0x 15.0x 13.2x

Intervoice Inc. INTV 1.9x 1.7x 26.1x 9.9x NM 29.3x

Openwave Systems Inc. Tucows Inc. OPWV TCX 0.7x 0.9x 0.7x 0.8x NM 7.6x 9.2x 6.6x NM 19.0x 24.5x 19.0x

Entrust Inc. ENTU 0.9x 0.8x NA NA NM 19.6x

Average 1.3x 1.2x 14.7x 8.7x 17.0x 2l.lx

Median 0.9x 0.8x 10.4x 9.1x 17.0x 19.6x

High 2.3x 2.1x 26.1x 9.9x NM 29.3x

Low 0.7x 0.7x 7.6x 6.6x NM 13.2x

Notes:

(1) Source: Wall Street research and First Call estimates.

(2) Market value includes options and warrants in-the-money based on the treasury method.

(3) Cash and cash equivalents include cash, short-term and marketable securities and long-term investments.

FOR DISCUSSION PURPOSES ONLY Page 31

CONFIDENTIAL

C. Precedent Transaction Analysis

FOR DISCUSSION PURPOSES ONLY

Precedent Transaction Analysis

CONFIDENTIAL

($ in millions) Total Target

Announce Target Business Transaction Transaction LTM EV/Rev (1 Day)%

Date Acquirer Target Description Value EV Rev Multiple Premium

04/25/07 Photochannel Pixology Develops personal picture software applications for mobile phones 16.21 5.21 10.09 0.5x 53.4%

12/15/06 British Sky Broadcasting Group 365 Media Group Provides online sports and gaming content to businesses and end consumers including digital wagering 189.7 169.9 241.5 0.7x 6.0%

12/15/06 Made2Manage Sys Knova Software Develops CRM software and mobile device applications for in field service database querying 49.53 39.9 27.1 1.5x 21.0%

11/30/06 Redstone Plc. IDN Telecom Provides fixed and mobile telecommunication services as well as data communication services including mobile voice and data 22.9 23.0 32.2 0.7 13.0%

09/12/06 RealNetworks WiderThan Offers carrier services which enable and facilitate the delivery of mobile entertainment content including ringback tones, games and messaging. 256.9 257.0 78.6 3.3x 25.6%

08/05/06 Dada Upoc Provides wireless SMS and MMS messaging software, WAP software, and other communications software. 7.0 6.1 3.6(1) 1.7x NA

06/22/06 Redstone Plc. Symphony Telecom Holdings Provides mobile data services and offers internet protocol and broadband services 43.1 31.2 110.7 0.3x 14.7%

High $256.90 3.3x

Low 7.00 0.3x

Average $83.62 $76.0 $72.0 1.2x 22.3%

Median 43.12 31.2 32.2 0.7x 17.9%

LTM = Last Twelve Months NA = Not Available NM = Not Meaningful

Notes: (1) Calendar 2005

FOR DISCUSSION PURPOSES ONLY Source: SEC filings, Wall Street research and press releases Page 33