Common use of Employee Benefit Plans; ERISA Clause in Contracts

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (i) Schedule 4 hereto 2.1(v) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary Subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiarySubsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iii) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iiiiv) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary Subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. . (iii) Neither the Company nor any subsidiary Subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. . (iv) Neither the Company nor any subsidiary Subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. . (v) Except as provided for in this Subscription Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary Subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein SCHEDULE 4.14 attached hereto, correct and complete list of all at the date hereof, the Company does not maintain or contribute to any material employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangements and practices of the “Company Plans”being referred to as the "COMPANY PLANS"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits (excluding any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, "MULTI-EMPLOYER PLAN" within the meaning of section 414 Section 3(37) of ERISA or a "MULTIPLE EMPLOYER PLAN" within the meaning of Section 413(c) of the Internal Revenue Code Code). SCHEDULE 4.14(A) attached hereto lists all Multi-employer Plans and Multiple Employer Plans which the Company maintains or to which it makes contributions. The Company does not have any obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of 1986the Company Plans, as amended (the “Code”), maintain under existing collective bargaining agreements or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelto comply with applicable law. (b) Except as disclosed in SCHEDULE 4.14 attached hereto, (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "STANDARD TERMINATION" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether vii) each of the Company Plans which is intended to be "QUALIFIED" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "QUALIFIED" status of Labor or otherwisesuch Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to any Company Plan and no facts exist under which any such actionsMulti-employer Plans, suits or claims are likely to be brought or under which the Company has not made or suffered a "COMPLETE WITHDRAWAL" or a "PARTIAL WITHDRAWAL," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the best knowledge of the Company, no event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to the best knowledge of the Company, there are no material pending, threatened or anticipated claims involving any subsidiary could incur any liability with respect to a of the Company Plan Plans other than claims for benefits in the ordinary course, and (x) the Company has no current material liability, whether measured alone or in the aggregate, for plan termination or complete withdrawal or partial withdrawal under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with the Company under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "COMPANY CONTROLLED GROUP PLANS"), and the Company does not reasonably anticipate that any such liability will be asserted against the Company . None of the Company Controlled Group Plans is or was a multiemployer plan within the meaning has an "ACCUMULATED FUNDING DEFICIENCY" (as defined in Section 302 of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement ERISA and in the other Offering Documents, the consummation 412 of the transactions contemplated by this Subscription Agreement, either alone Code). (c) SCHEDULE 4.14 attached hereto contains a true and complete summary or in combination list of or otherwise describes all employment contracts and employee benefit arrangements with another event, will not (A) result in any individual becoming entitled to any increase in all employees of the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualCompany.

Employee Benefit Plans; ERISA. (a) Section 4.9(a) of the Company Disclosure Schedule 4 hereto sets forth a truelists, correct as of the date of this Agreement, all material Benefit Plans and separately identifies each material Foreign Benefit Plan. With respect to each Benefit Plan, if applicable, the Company has made available to Parent true and complete list copies of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974plan document (and, as amended (“ERISA”if applicable, related trust or funding agreements or insurance policies), (ii) the most recent summary plan description or prospectus and any summary of material modifications, (iii) the most recent annual report (including all schedules), (iv) if the Benefit Plan is intended to qualify under Section 4975 401(a) of the Code, the most recent determination, advisory, or opinion letter received from the IRS, and (v) the most recent actuarial reports and financial statements. (b) Each Benefit Plan is and has been in material compliance with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of applicable Law, including ERISA and the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISAits terms. There are no actionspending or, suits or to the Knowledge of the Company, threatened claims pending or threatened (other than routine claims for benefitsbenefits in the ordinary course), whether by participantslawsuits, the Internal Revenue Servicecharges, the Department of Labor complaints, grievances, investigations, audits, proceedings or otherwise, arbitrations that have been asserted or instituted with respect to any Company Benefit Plan. Each Benefit Plan and no facts exist under which any such actions, suits or claims are likely intended to be brought or qualified under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None Section 401(a) of the Company Plans Code is the subject of an unrevoked favorable determination, advisory, or was a multiemployer plan within opinion letter from the meaning IRS, and, to the Knowledge of Section 3(37the Company, nothing has occurred since the date of the most recent such determination that would reasonably be expected to adversely affect such qualification. (c) of ERISA. Neither the Company nor any subsidiary Subsidiary or ERISA Affiliate of the Company (i) maintains, sponsors or contributes to, or has announcedwithin the past six (6) years maintained, proposed sponsored or agreed contributed to, a Benefit Plan that is a “defined benefit plan” (as defined in ERISA Section 3(35)) or otherwise subject to Title IV of ERISA, (ii) has any material liability with respect to any change “defined benefit plan,” whether or not subject to ERISA, (iii) has an “obligation to contribute” (as defined in benefits ERISA Section 4212) to a Benefit Plan that is a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)), and (iv) has any liability, contingent or otherwise, under any Company Plan or the establishment Title IV of any new Company ERISA with respect to a Benefit Plan. There have been no changes in No Benefit Plan subject to ERISA holds securities issued by the operation Company or interpretation any of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. its current ERISA Affiliates. (d) Neither the Company nor any subsidiary has incurred Subsidiary of the Company sponsors, maintains or contributes to any liability plan, program or arrangement that provides for the misclassification of employees post-retirement or other post-employment welfare benefits, including life insurance (other than health care continuation coverage as leased employees or independent contractors. required by Law). (e) Except as provided for in contemplated by this Subscription Agreement, the execution and delivery of this Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, Agreement will not (either alone or in combination with another event, will not ) (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional material payment from the Company or any subsidiary of its Subsidiaries becoming due, or materially increase the amount of any compensation due, to any Service Provider, (includingii) increase any benefits otherwise payable under any Benefit Plan, without limitation, severance, golden parachute (iii) result in the acceleration of the time of payment or bonus payments vesting of any compensation or otherwise)benefits from the Company or any of its Subsidiaries to any Service Provider, or (Biv) accelerate limit or restrict the vesting right of the Company to merge, amend or timing terminate any of payment the Benefit Plans. Without limiting the generality of the foregoing, no amount payable to any benefits Service Provider (whether in cash or property or as a result of accelerated vesting) as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement (either alone or together with any other event) under any Benefit Plan or other compensation payable arrangement would be nondeductible under Sections 280G of the Code. Neither the Company nor any Company Subsidiary has any obligation to compensate any Service Provider for any excise taxes incurred by such Service Provider, including under Sections 409A and 4999 of the Code. (f) To the Knowledge of the Company, (i) each Foreign Benefit Plan and related trust, if any, complies with and has been administered in respect material compliance with its terms and the Laws of the applicable foreign country, (ii) each Foreign Benefit Plan which, under the Laws of the applicable foreign country, is required to be registered or approved by any individualGovernmental Entity, has been so registered or approved, and (iii) each Foreign Benefit Plan intended to qualify for special tax treatment meets all the requirements for such treatment. The Company and its Subsidiaries have complied in all material respects with all applicable Laws regarding participation in and contributions required to be made to any Mandated Benefit Plans. (g) To the Knowledge of the Company, each Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated since December 31, 2004 in compliance with applicable guidance under Code Section 409A and has been documented in accordance with Section 409A since January 1, 2009.

Employee Benefit Plans; ERISA. (a) The SEC Reports and the Company Disclosure Schedule 4 hereto sets set forth a trueeach material employee or director benefit plan, correct and complete list of all employee benefit plansarrangement or agreement, programsincluding, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Companywithout limitation, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction employee welfare benefit plan within the meaning of Section 406 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement (excluding any multi-employer plan as defined in Section 3(37) of ERISA (a "Multi-employer Plan") and any multiple employer plan within the meaning of Section 413(c) of the Internal Revenue Code of 1986, as amended (the "Code")) that is sponsored, maintained or contributed to by the Company or any of its subsidiaries or by any trade or business, whether or not incorporated, all of which together with the Company would be deemed a "single employer" within the meaning of Section 4001 of ERISA (collectively, the "Company Plans"). (b) Except as disclosed in the SEC Reports or in the Company Disclosure Schedule, (i) there have been no prohibited transactions within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code, Code with respect to any of the Company Plans; Plans that could result in penalties, taxes or liabilities which would individually or in the aggregate, have a Company Material Adverse Effect, (ii) none of the no Company Plans Plan is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and , (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There except for failures to comply which would not, individually or in the aggregate, have a Company Material Adverse Effect, (iv) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified and such determination has not been revoked by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (v) to the knowledge of the Company and its subsidiaries, there are no actionspending, suits threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course or claims pending which would not reasonably be expected, individually or threatened in the aggregate, to have a Company Material Adverse Effect, (vi) no Company Plan provides post-retirement medical benefits to employees or directors of the Company or any of its subsidiaries beyond their retirement or other termination of service, other than routine claims coverage mandated by applicable law, (vii) all material contributions or other amounts payable by the Company or its subsidiaries as of the date hereof with respect to each Company Plan in respect of current or prior plan years have been paid or accrued in accordance with generally accepted accounting principles, (viii) with respect to each Multi-employer Plan contributed to by the Company, to the knowledge of the Company and its subsidiaries, as of the date hereof, none of the Company or any of its subsidiaries has received any notification that any such Multi-employer Plan is in reorganization, has been terminated or is insolvent, (ix) the Company and each of its subsidiaries has complied in all respects with the Worker Adjustment and Retraining Notification Act, except for benefits)failures which would not, whether by participantsindividually or in the aggregate, the Internal Revenue Servicehave a Company Material Adverse Effect, the Department of Labor and (x) no act, omission or otherwise, transaction has occurred with respect to any Company Plan and no facts exist under which that has resulted or could result in any such actions, suits or claims are likely to be brought or under which liability of the Company or any subsidiary could incur any liability with respect to under Section 409 or 502(c)(1) of ERISA or Chapter 43 of Subtitle (A) of the Code, except for liabilities which would not, individually or in the aggregate, have a Company Plan other than Material Adverse Effect. (c) Except as set forth in the ordinary course. None Company Disclosure Schedule, and excluding payments in respect of outstanding Options or Common Stock, neither the Company Plans is or was a multiemployer plan within the meaning execution and delivery of Section 3(37) of ERISA. Neither the Company this Agreement nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, hereby will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severanceany severance or "excess parachute payment" (within the meaning of Section 280G of the Code)) becoming due to any director or employee of the Company or any of its subsidiaries under any Company Plan, golden parachute or bonus payments or otherwise)(ii) increase any benefits otherwise payable under any Company Plan, or (Biii) accelerate result in any acceleration of the vesting or timing time of payment or vesting of any benefits or compensation payable in respect of any individualsuch benefits.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed in SCHEDULE 2.17 hereto, correct and complete list of all there are no "employee benefit plans" (within the meaning of Section 3(3) of the ERISA) nor any other employee benefit or fringe benefit arrangements, programspractices, contracts, policies and arrangementsor programs of every type other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Company, whether written or unwritten and whether or not funded. The plans listed in SCHEDULE 2.17 hereto are hereinafter referred to as the "EMPLOYEE BENEFIT PLANS." (b) All current and prior material documents, including all amendments thereto, with respect to each Employee Benefit Plan have been made available to Parent and Acquisition Corp. or their advisors. (c) To the “Company Plans”), that knowledge of the Company, any subsidiary or any other corporation or business which is now or at all Employee Benefit Plans are in material compliance with the relevant time was a member applicable requirements of a controlled group of companies or trades or businesses including the Company or any subsidiaryERISA, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “"Code”)") and any other applicable state, maintain federal or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelforeign law. (id) There has are no pending claims or lawsuits which have been no prohibited transaction within asserted or instituted against any Employee Benefit Plan, the meaning assets of Section 406 any of the trusts or funds under the Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Employee Retirement Income Security Act Benefit Plans or against any fiduciary of 1974an Employee Benefit Plan with respect to the operation of such plan, as amended nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit. (“ERISA”)e) There is no pending or, to the knowledge of the Company, contemplated investigation, or Section 4975 pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Code, Internal Revenue Service or any other government agency with respect to any Employee Benefit Plan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action. (f) No actual or, to the knowledge of the Company, contingent liability exists with respect to the funding of any Employee Benefit Plan or for any other expense or obligation of any Employee Benefit Plan, except as disclosed on the financial statements of the Company Plans; (ii) none of or the Company Plans is or was subject Schedules to Section 412 of the Code or Section 302 or Title IV of ERISA; this Agreement, and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, contingent liability exists under ERISA with respect to any Company Plan and no facts exist under which any such actions, suits "multi-employer plan," as defined in Section 3(37) or claims Section 4001(a)(3) of ERISA. (g) No events have occurred or are likely expected to be brought or under which the Company or any subsidiary could incur any liability occur with respect to any Employee Benefit Plan that would cause a Company Plan other than material change in the ordinary course. None costs of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees Employee Benefit Plan or independent contractors. Except as provided for in this Subscription Agreement and would cause a material change in the cost of providing for other Offering Documents, the consummation liabilities of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualsuch Employee Benefit Plan.

Employee Benefit Plans; ERISA. (a) Set forth on Schedule 4 hereto sets forth 5.19(a) is a true, correct true and complete list of all employee benefit planseach Benefit Plan of a Target Company (each, programs, policies and arrangements, whether written or unwritten (the a “Company PlansBenefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no material unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company, any subsidiary Company Financials. No Target Company is or any other corporation or business which is now or at has in the relevant time was past been a member of a “controlled group group” for purposes of companies Section 414(b), (c), (m) or trades or businesses including the Company or any subsidiary, within the meaning of section 414 (o) of the Internal Revenue Code Code, nor does any Target Company have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelERISA. (ib) There Each Company Benefit Plan is and has been no prohibited transaction operated at all times in compliance in all material respects with all applicable Laws, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable U.S. Internal Revenue Service determination of qualification and/or exemption within the period permitted by applicable Law. Except as would not reasonably be expected to have a Material Adverse Effect on any Target Company, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Target Company, the Company has provided or made available to the Parent accurate and complete copies, if applicable, of: (i) all Company Benefit Plans and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) the most recent summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500 and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the U.S. Internal Revenue Service; (vii) the most recent actuarial valuation; and (viii) all communications with any Governmental Authority concerning any matter that is still pending or for which a Target Company has any outstanding Liability or obligation. (d) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms, the Code and ERISA; (ii) no material breach of fiduciary duty has occurred; (iii) no prohibited transaction, as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, with respect has occurred, excluding transactions effected pursuant to any of the Company Plans; (ii) none of the Company Plans is a statutory or was subject to Section 412 of the Code or Section 302 or Title IV of ERISAadministration exemption; and (iiiiv) each of all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the Company Plans has been operated and administered in all material respects in accordance with all applicable lawsFinancials. With respect to each Company Benefit Plan, including ERISA. There are no actionsAction is pending, suits or claims pending or to the Company’s Knowledge, threatened (other than routine claims for benefitsbenefits arising in the ordinary course of administration). (e) No Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), whether by participantsa “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, the Internal Revenue Serviceand no Target Company has incurred any Liability or otherwise has any Liability, the Department of Labor contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Target Company currently maintains or contributes to, or has any Liability (whether contingent or otherwise) with respect to to, any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a “multiemployer plan plan,” within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Neither No Target Company currently maintains or has, during the Company nor any subsidiary past six (6) years, maintained, or is required currently or has announcedever been required to contribute to or otherwise participate in, proposed a multiple employer welfare arrangement or agreed to any change voluntary employees’ beneficiary association as defined in benefits Section 501(c)(9) of the Code. (f) There is no arrangement under any Company Benefit Plan or with respect to any employee that would result in the establishment payment of any new amount that by operation of Sections 280G or 162(m) of the Code would not be deductible by the Target Companies and no arrangement exists pursuant to which a Target Company Plan. There have been no changes in will be required to “gross up” or otherwise compensate any person because of the operation or interpretation imposition of any excise tax on a payment to such person. (g) With respect to each Company Benefit Plan since the most recent annual reportwhich is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees of a Target Company beyond their termination of employment (other than coverage mandated by Law, which would have is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any material effect on such plan. Each Target Company has complied with the cost provisions of operating, maintaining or providing benefits under such Company PlanSection 601 et seq. Neither of ERISA and Section 4980B of the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the Code. (h) The consummation of the transactions contemplated by this Subscription AgreementAgreement and the other Ancillary Documents will not: (i) entitle any individual to severance pay, either alone unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with another eventany other payment, will not (A) result in any individual becoming entitled to any increase an “excess parachute payment” within the meaning of Section 280G of the Code; or (iv) constitute or involve a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwiseCode), or constitute or involve a breach of fiduciary responsibility within the meaning of Section 502(l) of ERISA or otherwise violate Part 4 of Subtitle B of Title I of ERISA. (Bi) accelerate Except to the vesting extent required by Section 4980B of the Code or timing similar state Law, no Target Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service. (j) Each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) has been administered in compliance, and is in documentary compliance, in all material respects with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder. No Target Company has any obligation to any employee or other service provider with respect to any Section 409A Plan that may be subject to any Tax under Section 409A of the Code. No payment to be made under any Section 409A Plan is, or to the Knowledge of any benefits or compensation payable in respect the Company will be, subject to the penalties of any individualSection 409A(a)(1) of the Code.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as previously disclosed to Parent and the Purchaser, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of each "employee benefit plan" (as defined in Section 406 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or its subsidiaries or any trade or business, whether or not incorporated, that would be deemed a "single employer" within the meaning of Section 4975 4001 of ERISA (an "ERISA Affiliate"), for the benefit of any employee or former employee of the Company or any of its ERISA Affiliates (the "Plans") is, and has been operated in accordance with its terms and in compliance (including the making of governmental filings) with all applicable Laws, including ERISA and the applicable provisions of the Code, except for failures that would not, individually or in the aggregate, have a Company Material Adverse Effect, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, (iii) no "reportable event," as such term is defined in Section 4043(c) of ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any of the Company Plans; (ii) none of the Company Plans Plan that is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; ERISA which presents a risk of liability to any governmental entity or other person which, individually or in the aggregate, would have a Company Material Adverse Effect, and (iiiiv) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There there are no actionspending, suits or to the Company's knowledge threatened, claims pending or threatened (other than routine claims for benefits)) by, whether by participantson behalf of or against, any of the Internal Revenue ServicePlans or any trusts related thereto which would, individually or in the Department aggregate, have a Company Material Adverse Effect. No Plan is a "multiemployer plan" (within the meaning of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which ERISA) nor has the Company or any subsidiary could incur ERISA Affiliate ever contributed or been required to contribute to any multiemployer plan. (i) No Plan has incurred an "accumulated fund deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived and (ii) neither the Company nor any ERISA Affiliate has incurred any liability with respect under Title IV of ERISA except for required premium payments to a Company Plan other than in the ordinary course. None PBGC, which payments have been made when due, and no events have occurred which are reasonably likely to give rise to any liability of the Company Plans or an ERISA Affiliate under Title IV of ERISA or which could reasonably be anticipated to result in any claims being made against Purchaser by the PBGC, in any such case, which presents a risk of liability which would, individually or in the aggregate, have a Company Material Adverse Effect. (c) With respect to each Plan that is or was a multiemployer plan within the meaning of Section 3(37) subject to Title IV of ERISA. , (i) the Company has provided to Parent and the Purchaser copies of the most recent actuarial valuation report prepared for such Plan prior to the date hereof, (ii) the assets and liabilities in respect of the accrued benefits as set forth in the most recent actuarial valuation report prepared by the Plan's actuary fairly presented the funded status of such Plan in all material respects, and (iii) since the date of such valuation report there has been no adverse change in the funded status of any such Plan which would, individually or in the aggregate, have a Company Material Adverse Effect. (d) Neither the Company nor any subsidiary ERISA Affiliate has announced, proposed failed to make any contribution or agreed payment to any change Plan which has resulted or could result in benefits under any Company Plan the imposition of a lien or the establishment posting of any new Company Plan. There have been no changes in a bond or other security under ERISA or the operation or interpretation of any Company Plan since the most recent annual report, Code which would have any material effect on the cost of operating, maintaining or providing benefits under such a Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Material Adverse Effect. (e) Except as provided for in this Subscription Agreement and or as disclosed in the other Offering DocumentsDisclosure Letter, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Agreement will not (Ai) result in entitle any individual becoming entitled current or former employee or officer of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting or increase in the amount of compensation due any such employee or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualofficer.

Employee Benefit Plans; ERISA. (a) Schedule 4 3.8 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of but not limited to plans described in section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), or Section 4975 severance, stock, bonus, option, profit sharing or change of control plans maintained by the CodeCompany, any of its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with respect to any the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company Plans("Employee Agreements"). True and complete copies of all Employee Agreements have been delivered to Parent by the Company. (b) With respect to each Benefit Plan, the Company has delivered to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) none the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Company or its Subsidiaries to their employees concerning the extent of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISAbenefits provided under a Benefit Plan; and (iiiiv) for the two most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney's response to an auditor's request for information. (c) With respect to each Benefit Plan, except as otherwise disclosed to Parent: (i) if intended to qualify under section 401(a) or 401(k) of the Company Plans Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been operated and administered in all material respects in accordance with all its terms and applicable laws, including ERISA. There are law; (iii) no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None part of the Company Plans is or was a multiemployer plan Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company; (v) no prohibited transaction (within the meaning of Section 406 of ERISA) or "reportable event" (as defined in Section 4043 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full; and (vii) for each Benefit Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form since the date thereof. (d) Except as disclosed on Schedule 3.8, no Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA. Neither , nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (e) Except as disclosed on Schedule 3.8, no liability under Title IV of ERISA has been incurred by the Company nor or any subsidiary ERISA Affiliate that has announcednot been satisfied in full, proposed and no condition exists that presents a material risk to the Company or agreed any ERISA Affiliate of incurring a material liability under such Title. No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 312 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of the Company or any of its Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). (g) Except as set forth in Section 2.5 or as disclosed on Schedule 3.8, no Benefit Plan exists that would result in the payment to any change in benefits under present or former employee of the Company or any Company Plan or the establishment of its Subsidiaries of any new Company Plan. There have been no changes in the operation money or interpretation other property or accelerate or provide any other rights or benefits to any present or former employee of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees or its Subsidiaries as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation a result of the transactions contemplated by this Subscription Agreement, either alone whether or in combination with another event, will not (A) result in any individual becoming entitled to any increase in such payment would constitute a parachute payment within the amount meaning of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.Code section 280G.

Employee Benefit Plans; ERISA. Schedule 4 hereto 5 sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (a) Section 3.9 of the Company's Disclosure Schedule 4 hereto sets forth a true, correct and complete list of all material employee benefit plans, programs, policies and arrangements, whether written contracts or unwritten agreements (the “Company Plans”), that the Company, including employment agreements and severance agreements) of any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses type (including the Company or any subsidiary, within the meaning of but not limited to plans described in section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), maintained by the Company, any of its Subsidiaries or Section 4975 any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be under "common control" within the meaning of section 4001(a)(14) of ERISA ("Benefit Plans"). Neither the CodeCompany nor any ERISA Affiliate has any formal plan or commitment, with respect whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would affect any employee or terminated employee of the Company Plansor any Subsidiary. (b) With respect to each Benefit Plan: (i) if intended to qualify under section 401(a), 401(k) or 403(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), the United States Internal Revenue Service (the "Service") has issued a favorable letter of determination on such qualified status and on the exempt status under section 501(a) of the Code and since such letter of determination no event has occurred that would disqualify such plan; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans such plan has been operated and administered in all material respects in accordance with all its terms and applicable laws, including ERISA. There are law; (iii) no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None part of the Company Plans is or was a multiemployer plan Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company; (v) no prohibited transaction (within the meaning of Section 3(37) 406 of ERISA. ) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; (vi) all contributions and premiums due as of the date hereof (taking into account any extensions for such contributions and premiums) have been made in full; and (vii) all reports required to be filed with respect to such Benefit Plan have been properly, accurately and timely filed. (c) Neither the Company nor any subsidiary ERISA Affiliate (a) has announcedincurred an accumulated funding deficiency, proposed as defined in the Code and ERISA or agreed (b) has any material liability under Title IV of ERISA with respect to any change Benefit Plan that is subject to Title IV of ERISA. (d) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(l) of ERISA), no such plan provides medical or death benefits under any Company Plan with respect to current or the establishment former employees of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor or any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. its Subsidiaries beyond their termination of employment, other than on an employee-pay-all basis. (e) Except as provided for in this Subscription Agreement and in the other Offering Documentscontemplated by Section 2.5, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Agreement will not (Ai) result in entitle any individual becoming entitled to any severance pay or accelerate the time of payment or vesting, or increase in the amount amount, of compensation or benefits due to any individual (other than as disclosed in writing), (ii) constitute or result in a prohibited transaction under section 4975 of the Code or section 406 or 407 of ERISA or (iii) subject the Company, any of its Subsidiaries, any ERISA Affiliate, any of the Benefit Plans, any related trust, any trustee or administrator of any thereof, or any additional payment party dealing with the Benefit Plans or any such trust to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a tax imposed pursuant to section 4976 or 4980B of the Code. (f) Neither the Company nor any ERISA Affiliate has at any time within the preceding six years been obligated to contribute to any Benefit Plan that is a "multiemployer plan," as such term is defined in section 3(37) of ERISA. (g) With respect to each Benefit Plan, the Company has made available to Parent or its representatives accurate and complete copies of all plan texts, summary plan descriptions, summary of material modifications, trust agreements and other related agreements including all amendments to the foregoing; the most recent annual report; the most recent annual and periodic accounting of plan assets; the most recent determination letter received from the Company or Service; and the most recent actuarial valuation, to the extent any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate of the vesting or timing of payment of any benefits or compensation payable in respect of any individualforegoing may be applicable to a particular Benefit Plan.

Employee Benefit Plans; ERISA. (a) Section 3.12(a) of the Company Disclosure Schedule 4 hereto sets forth contains a true, correct true and complete list of all employee benefit planseach Company Benefit Plan. With respect to such Company Benefit Plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)made available, or Section 4975 within 30 days after the execution hereof will make available, to Parent a true and correct copy of (A) such Company Benefit Plan, (B) the Codemost recent annual report (Form 5500) filed with the IRS, (C) each trust agreement relating to the Company Benefit Plan, (D) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required, (E) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (F) the most recent determination letter issued by the IRS with respect to any Company Benefit Plan qualified under Section 401(a) of the Company Plans; Code. (iib) none of Except as would not reasonably be expected to have, either individually or in the Company Plans is or was subject to Section 412 of aggregate, a Material Adverse Effect on the Code or Section 302 or Title IV of ERISA; and Company, (iiii) each of the Company Benefit Plans has been operated established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Company Benefit Plan which is intended to be qualified within the meaning of Code Section 401(a) has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification, and (iii) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against any Company Benefit Plan. (c) Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, no Company Benefit Plan exists that could result in the payment to any present or former employee, director or independent consultant of the Company or any of its Subsidiaries of any money or other property or accelerate or provide any other rights or benefits to any present or former employee of the Company or any of its Subsidiaries as a result of the transaction contemplated by this Agreement. Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, there is no contract, plan or arrangement (written or otherwise) covering any current or former employee or director of the Company or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 280G or 162(m) of the Code. In connection with the transaction contemplated by this Agreement or otherwise, no current or former employee or director of the Company or its Subsidiaries has the right to compel the Company or any of its Subsidiaries to fund (by reason of, or pursuant to, a grantor trust or any other funding mechanism) any benefit provided, or to be provided, to such employee or director. (d) All Options were granted with an exercise price per share of Company Common Stock that was equal to or in excess of the fair market value per share of Company Common Stock as of the date of grant of such Option to the extent required by applicable law, accounting rules or Section 409A of the Code, and each of the Company Benefit Plans subject to Code Section 409A has been administered in all material respects in accordance good faith compliance with all the applicable lawsrequirements of Code Section 409A, including ERISA. There are no actionsIRS Notice 2005-1 or the proposed regulations issued thereunder. (e) Prior to the execution of this Agreement, suits each of Wxxxxxx X. Xxxx, Pxxxx X. Xxxxxxx, Sxxxxxx X. Xxxxx and Cxxxx X. Xxxxxxxx has entered into a written amendment (or claims pending otherwise effective modification) to his or threatened (other than routine claims for benefits)her Retention Agreement or Employment Agreement, whether by participantsas applicable, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed form previously provided to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated previously found acceptable by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualParent.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed in the Company SEC Reports, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain or contribute to or have any obligation or liability to or with respect to any material employee benefit plans, programs, policies and arrangementsarrangements or practices, whether written including employee benefit plans within the meaning set forth in Section 3(3) of ERISA, or unwritten other similar material arrangements for the provision of benefits (the “Company Plans”), that the Company, excluding any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, "Multi-employer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Internal Revenue Code Code) (such plans, programs, arrangements or practices of 1986the Company and its subsidiaries being referred to as the "Company Plans"). The Company Disclosure Schedule lists all Multi-employer Plans to which any of them makes contributions or has any obligation or liability to make material contributions. Neither the Company nor any of its subsidiaries maintains or has any material liability with respect to any Multiple Employer Plan. Neither the Company nor any of its subsidiaries has any obligation to create or contribute to any additional such plan, program, arrangement or practice or to amend any such plan, program, arrangement or practice so as amended (to increase benefits or contributions thereunder, except as required under the “Code”)terms of the Company Plans, maintain under existing collective bargaining agreements or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelto comply with applicable law. (b) Except as disclosed in the Company SEC Reports, (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which would reasonably be expected to have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Company SEC Reports as of December 31, 1997, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actionsexcept for failures to comply which would not reasonably be expected to have a Company Material Adverse Effect, suits or claims pending or threatened (other than routine claims for benefits), whether vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "qualified" status of Labor such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multi-employer Plans, neither the Company nor any of its subsidiaries has made or otherwisesuffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the best knowledge of the Company and its subsidiaries, no event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under such Sections 4203, 4204 and 4205, (ix) to the knowledge of the Company and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course, (x) the Company and its subsidiaries have no current material liability under Title IV of ERISA, and the Company and its subsidiaries do not reasonably anticipate that any such liability will be asserted against the Company or any of its subsidiaries, and (xi) no act, omission or transaction (individually or in the aggregate) has occurred with respect to any Company Plan that has resulted or could result in any material liability (direct or indirect) of the Company or any subsidiary under Sections 409 or 502(c)(1) or (l) of ERISA or Chapter 43 of Subtitle (A) of the Code. None of the Company Controlled Group Plans has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) or is required to provide security to a Company Plan pursuant to Section 401(a)(29) of the Code. (c) The Company SEC Reports contain a true and complete summary or list of or otherwise describe all material employment contracts and other employee benefit arrangements with "change of control" or similar provisions and all severance agreements with executive officers. (d) Except as disclosed in Section 7.12(b) of the Company Disclosure Schedule, there are no facts exist agreements which will or may provide payments to any officer, employee, stockholder, or highly compensated individual which will be "parachute payments" under which any such actions, suits Code Section 280G that are nondeductible to the Company or claims are likely subject to be brought or tax under Code Section 4999 for which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which ERISA Affiliate would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualwithholding liability.

Employee Benefit Plans; ERISA. (a) With respect to the ADS Employees, Section 3.11(a) of the Company Disclosure Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and agreements or arrangements, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of ERISA, in each case, whether written oral or unwritten (the “Company Plans”)written, that the Companyfunded or unfunded, any subsidiary or any other corporation insured or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including self-insured, maintained by the Company or any subsidiaryCompany Subsidiary, within or to which the meaning of section 414 of Company or any Company Subsidiary contributed or is obligated to contribute thereunder, or with respect to which the Company or any Company Subsidiary has or may have any Liability, in each case, for or to any current or former ADS Employees (collectively, the “Company Benefit Plans”). (b) All Company Benefit Plans that are intended to be subject to Code Section 401(a) and any trust agreement that is intended to be tax exempt under Code Section 501(a) have been determined by the Internal Revenue Service to be qualified under Code of 1986, as amended (the “Code”Section 401(a) and exempt from taxation under Code Section 501(a), maintain and, to the knowledge of the Company, nothing has occurred that would adversely affect the qualification of any such plan. Except as has not had and would not reasonably be expected to have, individually or have maintained on behalf of current or former membersin the aggregate, partners, principals, directors, officers, managers, employees, consultants or other personnel. a Company Material Adverse Effect: (i) There each Company Benefit Plan and any related trust subject to ERISA complies with and has been administered in substantial compliance with, (A) the provisions of ERISA, (B) all provisions of the Code, (C) all other applicable laws and (D) its terms and the terms of any collective bargaining or collective labor agreements; (ii) neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity questioning or challenging such compliance; (iii) there are no unresolved claims or disputes under the terms of, or in connection with, the Company Benefit Plans other than claims for benefits which are payable in the ordinary course; (iv) there has not been any “prohibited transaction transaction” (within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, ) with respect to any Company Benefit Plan; (v) no litigation has been commenced with respect to any Company Benefit Plan and, to the knowledge of the Company Plans; (ii) none of the Company Plans Company, no such litigation is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefitsbenefits in the normal course); (vi) there are no governmental audits or investigations pending or, whether by participantsto the knowledge of the Company, threatened in connection with any Company Benefit Plan; and (vii) to the Internal Revenue Serviceknowledge of the Company, the Department of Labor or otherwise, with respect there are not any facts that could give rise to any Company Plan and no facts exist under which liability in the event of any such actions, suits governmental audit or claims are likely to be brought or under which investigation. (c) Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate of the Company (as defined below) (i) sponsors or contributes to a Company Benefit Plan that is a “defined benefit plan” (as defined in ERISA Section 3(35)); (ii) has an “obligation to contribute” (as defined in ERISA Section 4212) to a Company Benefit Plan that is a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)); (iii) has any subsidiary could incur any liability Liability under Title IV of ERISA with respect to a Company Plan Benefit Plan, either directly or through any ERISA Affiliate; and (iv) sponsors, maintains or contributes to any plan, program or arrangement that provides for post-retirement or other post-employment welfare benefits (other than in the ordinary course. None health care continuation coverage as required by applicable law). (d) With respect of each of the Company Benefit Plans which is subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan’s actuary with respect to such plan, did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such accrued benefits. No Company Benefit Plan nor any trust established under a Company Benefit Plan has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or was not waived, as of the last day of the most recent fiscal year of each of the Company Benefit Plans ended prior to the date of this Agreement. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a multiemployer Company Material Adverse Effect, all reports, returns and similar documents with respect to all Company Benefit Plans required to be filed by the Company or any Company Subsidiary with any Governmental Entity or distributed to any Company Benefit Plan participant have been duly and timely filed or distributed. (f) Section 3.11(f) of the Company Disclosure Schedule discloses whether each Company Benefit Plan that is an employee welfare benefit plan is (i) unfunded or self-insured, (ii) funded through a “welfare benefit fund”, as such term is defined in Code Section 419(e) or other funding mechanism or (iii) insured. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each such employee welfare benefit plan may be amended or terminated (including with respect to benefits provided to retirees and other former employees) without liability (other than benefits then payable under such plan without regard to such amendment or termination) to the Company or any Company Subsidiary at any time. The Company and each Company Subsidiary complies in all material respects with the applicable requirements of Section 4980B(f) of the Code or any similar state statute with respect to each Company Benefit Plan that is a group health plan within the meaning of Section 3(375000(b)(1) of ERISAthe Code or such state statute. Neither the Company nor any subsidiary Company Subsidiary has announced, proposed any material obligations for retiree health or agreed to any change in life insurance benefits under any Company Benefit Plan (other than for continuation coverage under Section 4980B(f) of the Code). (g) Except as may be required by applicable law, or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual reportas contemplated under this Agreement, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither neither the Company nor any subsidiary Company Subsidiary has incurred any liability for plan or commitment to create any additional Company Benefit Plans, or to amend or modify any existing Company Benefit Plan in such a manner as to materially increase the misclassification cost of employees as leased employees such Company Benefit Plan to the Company or independent contractors. Except as provided for any Company Subsidiary. (h) Section 3.11(h) of the Company Disclosure Schedule discloses: (i) each material payment (including any bonus, severance, unemployment compensation, deferred compensation, forgiveness of indebtedness or golden parachute payment) becoming due to any current or former ADS Employee under any Company Benefit Plan; (ii) any increase in any material respect any benefit otherwise payable under any Company Benefit Plan; (iii) any acceleration in any material respect of the time of payment or vesting of any such benefits under any Company Benefit Plan; or (iv) any material obligation to fund any trust or other arrangement with respect to compensation or benefits under a Company Benefit Plan in each case caused or triggered by the execution and delivery of this Subscription Agreement and in the other Offering Documents, or the consummation of the transactions contemplated by this Subscription AgreementOffer, either alone the Merger or in combination with another eventthe other Transactions. No payment or benefit which has been, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from may be made by the Company or any subsidiary Company Subsidiary with respect to any current or former ADS Employee located in the United States in connection with the execution and delivery of this Agreement or the consummation of the Transactions would be characterized as an “excess parachute payment” with the meaning of Section 280G(b)(1) of the Code or fail to be deductible under Section 162(m) of the Code. (includingi) True, without limitation, severance, golden parachute correct and complete copies have been delivered or bonus payments or otherwisemade available to the Purchaser by the Company of all Company Benefit Plans (including all amendments and attachments thereto), or (B) accelerate the vesting or timing of payment ; written summaries of any benefits Company Benefit Plan not in writing, all related trust documents; all insurance contracts or compensation payable other funding arrangements to the degree applicable; the two (2) most recent annual information filings (Form 5500) and annual financial reports for those Company Benefit Plans (where required); the most recent determination letter from the Internal Revenue Service (where required); and the most recent summary plan descriptions for the Company Benefit Plans and in respect of defined Company Benefit Plans, the most recent actuarial valuation and any individualsubsequent valuation or funding advice (including draft valuations). (j) None of the Company or any Company Subsidiary has entered into any contract, agreement, arrangement or understanding with any officer or director of the Company or any Company Subsidiary in connection with or in contemplation of the Transactions. (k) None of the Company nor any Company Subsidiary has any non-U.S. employees.

Employee Benefit Plans; ERISA. (a) All material benefit and compensation plans, programs, agreements, contracts, policies or arrangements covering any current or former employees of the Companies or the Transferred Subsidiaries (the “Employees”) or directors of, or other service providers to, the Companies or the Transferred Subsidiaries, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and deferred compensation, severance, change in control, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “Benefit Plans”), are listed on Schedule 4 hereto sets forth 4.8(a) of Seller’s Disclosure Schedules. Benefit Plans sponsored by Seller are referred to as “Seller Benefit Plans” and all Benefit Plans sponsored by any of the Companies or the Transferred Subsidiaries, referred to as “Company Benefit Plans”, and the Seller Benefit Plans and Company Benefit Plans have been separately identified on Schedule 4.8(a) of Seller’s Disclosure Schedules. No Company Benefit Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider. No Company Benefit Plan is maintained, sponsored or contributed to primarily for the benefit of service providers who perform or performed services for any of the Companies or the Transferred Subsidiaries outside the United States. (b) Seller has provided to Purchaser with respect to each applicable Company Benefit Plan true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. copies of: (i) There has been no prohibited transaction within the meaning of Section 406 a copy of the Employee Retirement Income Security Act of 1974, as amended annual report (“if required under ERISA”), or Section 4975 of the Code, ) with respect to any of each such Benefit Plan for the Company Planslast three (3) years (including all schedules and attachments); (ii) none a copy of the Company Plans is or was subject summary plan description, together with each summary of material modification, required under ERISA with respect to Section 412 of each such Benefit Plan (in the Code or Section 302 or Title IV of ERISAevent no such summary plan description exists, such other documentation describing such Benefit Plan as may be available); and (iii) each of written Benefit Plan (including all amendments not incorporated into the Company Plans has been operated documentation for each such Benefit Plan); (iv) all trust agreements, insurance contracts, and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, similar instruments with respect to any Company Plan each funded or insured Benefit Plan; (v) copies of all nondiscrimination and no facts exist under which any such actions, suits or claims are likely to be brought or under which top-heavy testing reports for the Company or any subsidiary could incur any liability last three (3) plan years with respect to a each such Benefit Plan that is subject to nondiscrimination and/or top-heavy testing; and (vi) any material investment management agreements, administrative services contracts or similar agreements that are in effect as of the date hereof relating to the ongoing administration and investment of each such Benefit Plan. To the extent required to be funded, no Company Benefit Plan has any material unfunded liabilities. (c) All Benefit Plans, other than in the ordinary course. None of the Company Plans is or was a “multiemployer plan plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”), are in substantial compliance with ERISA, the Code and other applicable Laws. Each Benefit Plan which is subject to ERISA (the “ERISA Plan”) that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS covering all tax Law changes through the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and the Companies and the Transferred Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such Pension Plan under Section 401(a) of the Code. None of the Companies, the Transferred Subsidiaries or Seller has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date of this Agreement, could subject any of the Companies or the Transferred Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. None of the Companies or the Transferred Subsidiaries has incurred or reasonably expects to incur a material tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA. (d) None of the Companies or the Transferred Subsidiaries nor any entity which is considered one employer with the Companies or the Transferred Subsidiaries under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) reasonably expects to incur any liability under Title IV of ERISA arising in connection with any ongoing, frozen or terminated “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA, maintained, as of the date of this Agreement or formerly, by it or any of its ERISA Affiliates. With respect to each Benefit Plan subject to Section 412 of the Code, (i) no such Benefit Plan has failed to meet the minimum funding standards (as determined under Section 303 of ERISA and Section 430 of the Code) applicable thereto and (ii) the Pension Benefit Guaranty Corporation has not instituted or threatened to institute proceedings for the termination of any such Benefit Plan. As of the date of this Agreement, none of Seller, the Companies, the Transferred Subsidiaries nor any of their ERISA Affiliates contributes to (or has any obligation to contribute to), or has within the six (6) years prior to the date of this Agreement contributed to (or had any obligation to contribute to), any Multiemployer Plan, “multiple employer plan” (within the meaning of Section 413(c) of the Code) or (iii) “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). All contributions and payments required to be made under each Benefit Plan, as of the date of this Agreement, have been timely made and all obligations in respect of each Benefit Plan have been properly accrued and reflected in the Financial Statements in all material respects. (e) As of the date of this Agreement, there is no material pending or, to Seller’s Knowledge, threatened litigation relating to the Benefit Plans or against the assets of any Benefit Plan. None of the Companies, the Transferred Subsidiaries or ERISA Affiliates has any obligations for retiree health and life benefits under any ERISA Plan or collective bargaining agreement. There are no audits, inquiries or proceedings pending or, to Seller’s Knowledge, threatened by any governmental authority with respect to any Company Benefit Plan. (f) There has been no amendment to, or announcement by Seller, any of the Companies or any of the Transferred Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year. Neither the Company execution of this Agreement nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by hereby will, (i) entitle any service providers of either of the Companies or the Transferred Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date of this Subscription Agreement, either alone (ii) accelerate the time of payment or in combination with another event, will not (A) vesting or result in any individual becoming entitled to any increase in the amount payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any additional payment from other material obligation pursuant to, any of the Benefit Plans, (iii) limit or restrict any right of the Companies or the Transferred Subsidiaries or, after the consummation of the transactions contemplated hereby, Purchaser to merge, amend or terminate any of the Company Benefit Plans or (iv) result in payments to any subsidiary (includingservice provider under any of the Benefit Plans which would not be deductible under Section 162(m) or Section 280G of the Code. No Company Benefit Plan is subject to any surrender fees, without limitationdeferred sales charges, severance, golden parachute or bonus payments or otherwise)commissions, or other fees upon termination thereof other than the normal and reasonable administrative fees associated with such termination. (Bg) accelerate Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the vesting meaning of Section 409A(d)(1) of the Code) has been, since January 1, 2005, operated in good faith compliance and, since January 1, 2009, maintained and operated in substantial documentary and operational compliance with Section 409A of the Code, its Treasury regulations, and any administrative guidance relating thereto; and no additional tax under Section 409A(a)(1)(B) of the Code has been or timing is reasonably expected to be incurred by any service provider of payment the Companies or the Transferred Subsidiaries who is a participant in any Company Benefit Plan. No Seller Benefit Plan provides for the gross-up of any benefits or compensation payable in respect taxes imposed by Section 409A(a)(1)(B) of any individualthe Code.

Employee Benefit Plans; ERISA. Schedule 4 hereto (a) Section 5.1.19(a) of the Company Disclosure Letter sets forth a true, complete and correct and complete list of all employee benefit planseach Company Benefit Plan. With respect to each Company Benefit Plan, programsthe Company has provided or made available to AFI and Merger Sub complete and correct copies of (i) such Company Benefit Plan, policies if written, or a description of such Company Benefit Plan if not written (except with respect to the Company Benefit Plans marked with an asterisk on Section 5.1.19(a) of the Company Disclosure Letter, which Company Benefit Plans is not material to the current business of the Company and arrangements, whether written or unwritten (the “Company Plans”Subsidiaries taken as a whole), that and (ii) to the Company, any subsidiary extent applicable with respect to Company Benefit Plans sponsored or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including maintained by the Company or any subsidiaryMONY Life Insurance Company, within the meaning of section 414 of most recent actuarial valuation reports; the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance most recent Forms 5500 with all applicable laws, including ERISA. There are no actions, suits attachments required to have been filed with the IRS or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwiseany similar report filed with any comparable governmental authority in any non- U.S. jurisdiction having jurisdiction over any Company Benefit Plan, with respect and all schedules thereto; all current summary plan descriptions; all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor; all current employee handbooks and manuals; the most recent statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which non-U.S. employee benefit plan sponsored by the Company or any subsidiary could incur Company Subsidiary, if any); and all amendments and modifications to any liability with respect to a Company Plan other than such document. Except as set forth in the ordinary course. None Section 5.1.19(a) of the Company Plans is or was a multiemployer plan within the meaning Disclosure Letter, none of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute of the Company Subsidiaries has communicated to any current or bonus payments former employee thereof any intention or otherwise), commitment to amend or (B) accelerate the vesting modify any Company Benefit Plan in any material respect or timing of payment of to establish or implement any benefits other material employee or retiree benefit or compensation payable in respect of any individualplan or arrangement.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed in the Company SEC Reports, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain or contribute to or have any obligation or liability to or with respect to any material employee benefit plans, programs, arrangements or practices, including severance plans or policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, employee benefit plans within the meaning set forth in Section 3(3) of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or other similar material arrangements for the provision of benefits (excluding any "Multi-employer Plan" within the meaning of Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Code) (such plans, programs, arrangements or practices of the Company and its subsidiaries being referred to as the "Company Plans"). Neither the Company nor any of its subsidiaries maintains or has any material liability with respect to any Multiple Employer Plan or contributes to or is obligated to contribute to any Multi-employer Plan. Neither the Company nor any of its subsidiaries has any obligation to create or contribute to any additional, material plan, program, arrangement or practice or to amend any such plan, program, arrangement or practice so as to increase benefits or contributions thereunder, except as required under the terms of the Company Plans, under existing collective bargaining agreements or to comply with applicable law. (b) Except as disclosed in the Company SEC Reports, (i) there have been no prohibited transactions within the meaning of Section 406 or 407 of ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which would reasonably be expected to have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , which would reasonably be expected to have a Company Material Adverse Effect, (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) to the best knowledge of the Company, with respect to Company Plans subject to Title IV of ERISA; and , there has been no material change in the funded status of such plans from the status set forth most recently in the Company SEC Reports, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There except for failures to comply which would not reasonably be expected to have a Company Material Adverse Effect, (vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multi-employer Plans, neither the Company nor any of its subsidiaries has made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the best knowledge of the Company and its subsidiaries, no event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under such Sections 4203, 4204 and 4205, (ix) to the knowledge of the Company and its subsidiaries, there are no actionspending, suits threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course or claims pending or threatened which would not reasonably be expected to have a Company Material Adverse Effect, (other than routine claims x) except for benefits), whether by participantspremiums due, the Internal Revenue ServiceCompany and its subsidiaries have no current liability under Title IV of ERISA, and the Department Company and its subsidiaries do not reasonably anticipate that any such liability will be asserted against the Company or any of Labor its subsidiaries, except for liabilities or otherwiseanticipated liabilities which would not reasonably be expected to have a Company Material Adverse Effect, and (xi) no act, omission or transaction (individually or in the aggregate) has occurred with respect to any Company Plan that has resulted or could result in any liability (direct or indirect) of the Company or any subsidiary under Sections 409 or 502(c)(1) or (l) of ERISA or Chapter 43 of Subtitle (A) of the Code, except for liabilities or anticipated liabilities which would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company SEC Reports contain a true and complete summary or list of or otherwise describe all material employment contracts and other employee benefit arrangements with "change of control" provisions and all severance agreements with executive officers. (d) There are no facts exist agreements which will or would be reasonably expected to provide payments to any officer, employee, stockholder, or highly compensated individual which will be "parachute payments" under which any such actions, suits Code Section 280G that are nondeductible to the Company or claims are likely subject to be brought or tax under Code Section 4999 for which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which ERISA Affiliate would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualwithholding liability.

Employee Benefit Plans; ERISA. Except as specifically disclosed in Schedule 4 hereto sets forth 3.11: (a) Schedule 3.11(a) contains a true, correct true and complete list of all each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plansplan, programsprogram, policies and arrangementsagreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by the Company or by any trade or business, whether written or unwritten not incorporated (the “Company Plans”an "ERISA Affiliate"), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including together with the Company or any subsidiary, would be deemed a "single employer" within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i4001(b)(1) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder (“"ERISA”"), for the benefit of any employee or Section 4975 former employee of the CodeCompany or any ERISA Affiliate whether formal or informal and whether legally binding or not (the "Plans"). Schedule 3.11(a) identifies each of the Plans that is an "employee welfare benefit plan" or "employee pension benefit plan" as such terms are defined in sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). Neither the Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or terminated employee of the Company or any ERISA Affiliate. (b) With respect to each of the Plans, the Company has heretofore delivered to Parent and Purchaser true and complete copies of each of the following documents: (i) a copy of each Plan (including all amendments thereto); (ii) a copy of the annual report, if required under ERISA, with respect to any each Plan for the last three years; (iii) a copy of the Company Plansactuarial report, if required under ERISA, with respect to each Plan for the last three years; (iiiv) none a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA with respect to each Plan, and all other material employee communications relating to each Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof; (vi) all contracts relating to the Plans with respect to which the Company Plans or any ERISA Affiliate may have any liability, including without limitation insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is or was intended to be qualified under section 401 of the Internal Revenue Code of 1986, as from time to time amended (the "Code"). (c) No ERISA Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA; , and no liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to the Company or an ERISA Affiliate of incurring a liability under such Title. (iiid) each Neither the Company, any ERISA Affiliate, any of the Company ERISA Plans, any trust created thereunder nor any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any ERISA Affiliate, any of the ERISA Plans, any such trust, any trustee or administrator thereof, or any party dealing with the ERISA Plans or any such trust could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a tax imposed pursuant to section 4975, 4976 or 4980B of the Code. (e) Each of the Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened but not limited to ERISA and the Code. (other than routine claims for benefits), whether by participants, f) Each of the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely ERISA Plans that is intended to be brought "qualified" within the meaning of section 401(a) of the Code is so qualified. (g) Neither the Company nor any ERISA Affiliate currently maintains or previously has maintained an ERISA Plan subject to section 501(c)(9) of the Code. (h) No amounts payable under the Plans or any other agreement or arrangement to which the Company or any subsidiary could incur any liability with respect ERISA Affiliate is a party will fail to a Company Plan other than in the ordinary course. None be deductible for Federal income tax purposes by virtue of section 280G of the Company Plans Code. (i) No "leased employee," as that term is or was a multiemployer plan within the meaning of Section 3(37defined in section 414(n) of ERISA. Neither the Company nor any subsidiary has announcedCode, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability performs services for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary ERISA Affiliate. (includingj) No Plan provides benefits, including without limitationlimitation death or medical benefits (whether or not insured), severancewith respect to current or former employees after retirement or other termination of service (other than (i) coverage mandated by applicable law, golden parachute (ii) death benefits or bonus payments retirement benefits under any "employee pension plan," as that term is defined in section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of the Company or otherwise)the ERISA Affiliates, or (Biv) accelerate benefits, the vesting full cost of which is borne by the current or timing former employee (or his beneficiary)). (k) With respect to each Plan that is funded wholly or partially through an insurance policy, there will be no liability of payment the Company or an ERISA Affiliate, as of the Closing Date, under any benefits such insurance policy or compensation payable ancillary agreement with respect to such insurance policy in respect the nature of any individuala retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Closing Date. (l) As of the date hereof, the median salary paid to Company employees (other than employees of POL) who would be entitled to severance under the Company's severance and termination policy as set forth on Schedule 6.8(b)(2) is $40,560 and the median number of years of service of such employees with the Company is 4.4. (m) The current "Purchase Period" (as such term is defined in the Stock Plan) under the Stock Plan will end on November 30, 1995.

Employee Benefit Plans; ERISA. Schedule 4 hereto 3(k) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription S Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Except as described in the Recent Company SEC Reports or as would not have a truematerial adverse effect on the Company and its Subsidiaries taken as a whole, correct (i) all Company Employee Benefit Plans are in compliance with all applicable requirements of law, including ERISA and the Code, and (ii) neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any liabilities or obligations with respect to any such Company Employee Benefit Plans, whether accrued, contingent or otherwise, nor to the knowledge of the Company are any such liabilities or obligations expected to be incurred. Except as described in the Company SEC Reports or as described in Section 3.13 of the Company Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. The only severance agreements or severance policies applicable to the Company or any of its Subsidiaries are the agreements and policies specifically referred to in Section 3.13 of the Company Disclosure Letter. (b) With respect to each of its Plans, the Company has heretofore delivered to Parent true and complete list copies of all employee benefit planseach of the following documents, programsas applicable: (i) a copy of the Plan; (ii) a copy of the most recent annual report; (iii) a copy of the most recent actuarial report; (iv) a copy of the most recent Summary Plan Description; (v) a copy of the trust or other funding agreement; and (vi) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to be qualified under section 401 of the Code. (c) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate within the past six years that has not been satisfied in full. To the knowledge of the Company, policies and arrangements, whether written or unwritten (the “Company Plans”), no condition exists that presents a material risk to the Company, any subsidiary of the Subsidiaries or any other corporation or business which ERISA Affiliate of incurring a liability under such Title. The Pension Benefit Guaranty Corporation established under ERISA ("PBGC") has not instituted proceedings to terminate any of the Plans and no condition exists that presents a material risk that such proceedings will be instituted. With respect to each of the Plans that is now or at subject to Title IV of ERISA, the relevant time was a member present value of a controlled group accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not, as of companies or trades or businesses including its latest valuation date, exceed the Company then current value of the assets of such plan allocable to such accrued benefits. None of the Plans or any subsidiarytrust established thereunder has incurred any "accumulated funding deficiency" (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the Plans ended prior to the date of this Agreement. None of the Plans is a "multiemployer plan," as such term is defined in section 3(37) of ERISA. Each of the Plans that is intended to be "qualified" within the meaning of section 414 401(a) of the Internal Revenue Code of 1986, as amended (is so qualified and the “Code”), maintain or have trusts maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (ithereunder are exempt from taxation under section 501(a) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code. Except as set forth in Section 3.13(c) of the Company Disclosure Letter, no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to any current or former employees after retirement or other termination of service (other than coverage mandated by applicable law or benefits, the Company Plans; (ii) none full cost of which is borne by the Company Plans is current or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISAformer employee). There are no actions, suits or claims pending or threatened claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37. (d) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.As used herein:

Employee Benefit Plans; ERISA. For purposes of this Section 4.13, the term ‘Company’ shall also refer to any ERISA Affiliate. (a) Schedule 4 hereto sets forth a true, correct 4.13 contains an accurate and complete list of all employee benefit plansEmployee Plans, programs, policies accurate and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business complete copies of which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelbeen delivered to Buyer. (b) Neither the Company nor any ERISA Affiliate has maintained or contributed to a (i) There has been no prohibited transaction “defined benefit plan” (within the meaning of Section 406 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and “multiemployer plan” (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA. Neither ) or (iii) any Employee Plan of the type described in Sections 4063 and 4064 of ERISA or in Section 413(c) of the Code (and the regulations promulgated thereunder) at any time, nor has the Company nor any subsidiary has announced, proposed ERISA Affiliate had any actual or agreed potential liability with respect to any change in benefits under of these types of plans at any time. (c) The Company has not maintained any Employee Plan or outside of the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual reportUnited States. (d) Except as set forth on Schedule 4.13, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor has never maintained any subsidiary has incurred any liability for Employee Plan (other than an Employee Plan which is intended to be “qualified” within the misclassification meaning of employees as leased Section 401(a) of the Code) which provides benefits with respect to employees or independent contractorsformer employees following their termination of service with the Company (other than as required pursuant to Section 601 of ERISA or pursuant to COBRA). Each Employee Plan that is subject to the requirements of Section 601 of ERISA has been operated in accordance therewith. (e) Except as provided set forth on Schedule 4.13, no individual will accrue or receive additional benefits, credit for in this Subscription Agreement and in the other Offering Documents, the consummation service or accelerated rights to payments of benefits as a direct result of the transactions contemplated by this Subscription Agreement. (f) No liability, either alone claim, investigation, audit, action or litigation incurred, made, commenced or threatened by or against any Employee Plan or the Company with respect to any Employee Plan (other than for benefits payable in combination the ordinary course). (g) No Employee Plan-related trust owns any securities in violation of Section 407 of ERISA. (h) No Employee Plan that is a “welfare plan” (within the meaning of Section 3(1) of ERISA) provides any benefit to retired or former employees of the Company, other than as required by COBRA. (i) Each Employee Plan that is a group health plan is subject to COBRA and the requirements of COBRA have been met with another eventrespect to each such Employee Plan. (j) Except as set forth on Schedule 4.13, will full payment has been made of all amounts which the Company was required under the terms of each Employee Plan to have paid as contributions to such Employee Plan on or prior to the date hereof (excluding any amounts not yet due), and no Employee Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any “accumulated funding deficiency” (Awithin the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. (k) Each Employee Plan and all related trusts, insurance contracts and funds (as applicable) have been maintained, funded, operated and administered in compliance in all respects in accordance with its terms and with all applicable laws and regulations, including, but not limited to, ERISA and the Code. (l) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code, and each trust forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification under the Code of such Employee Plan and the Tax-exempt status of such related trust, and no event has occurred, and no condition exists, since the date of such determination letter that has adversely affected, or would be reasonably expected to adversely affect, the qualification of such Employee Plan or the Tax-exempt status of such related trust. (m) Neither the Company nor any other “disqualified person” or “party in interest” (as defined in Section 4975(e) (2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Plan that could reasonably be expected to result in any individual becoming entitled the imposition of a penalty pursuant to any increase in Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a Tax pursuant to Section 4975(a) of the amount of compensation or benefits or any additional payment from Code. (n) With, respect to each Employee Plan, the Company has delivered or caused to be delivered to Buyer and its counsel true and complete copies of the following documents, as applicable to each respective Employee Plan: (i) all Employee Plan documents, with all amendments thereto; (ii) the current summary plan description, with any subsidiary applicable summaries of material modifications thereto, as well as any other material employee communications; (iii) all current trust agreements and/or other documents establishing the Employee Plan’s funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with the IRS, a copy of such filing; (v) the three most recently prepared IRS Forms 5500; (vi) the most recently prepared financial statements; and (vii) all material related contracts, including, without limitation, severanceinsurance contracts, golden parachute service provider agreements and investment management and investment advisory agreements. (o) All Benefit Plans have been disclosed to Buyer. All of such Benefit Plans that are pursuant to written agreements are set forth on Schedule 4.13. Each Benefit Plan that is a ‘nonqualified deferred compensation plan’ (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and Internal Revenue Service Notice 2005-1 (collectively “Section 409A”). No Benefit Plan that is a ‘nonqualified deferred compensation plan’ has been materially modified within the meaning of Section 409A. No event has occurred that would be treated under Section 409A as a transfer of property for purposes of Section 83 of the Code. No equity-based compensation arrangement or bonus payments or otherwise), or (B) accelerate award granted under any Benefit Plan is considered ‘deferred compensation’ within the vesting or timing meaning of payment of any benefits or compensation payable in respect of any individual.Section 409A.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Neither the Company nor any of the Company Subsidiaries is a trueparty to any oral or written (i) employment, correct and complete list severance, collective bargaining or consulting agreement not terminable on 60 days' or less notice, (ii) agreement with any current or former executive officer or other current or former key employee of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiaryCompany Subsidiary (A) the benefits of which are contingent, within or the meaning terms of section 414 which are materially altered, upon the occurrence of a transaction involving the Company or any Company Subsidiary of the Internal Revenue Code nature of 1986any of the transactions contemplated by this Agreement, as amended (the “Code”)B) providing any term of employment or compensation guarantee extending for a period longer than six months, maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants (C) providing severance benefits or other personnelbenefits after the termination of employment of such executive officer or key employee regardless of the reason for such termination of employment, (iii) agreement, plan or arrangement under which any person may receive payments subject to the tax imposed by Section 4999 of the Code, or (iv) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, the benefits of which would be increased, or the vesting of benefits of which would be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (ib) There The Company has been no prohibited transaction within the meaning delivered or made available to Parent full and complete copies of Section 406 all "Employee Pension Benefit Plans" ("Pension Plans") and all "Employee Welfare Benefit Plans" ("Welfare Plans") as such terms are defined in Sections 3(2) and 3(1) respectively of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which are maintained, contributed to, or required to be contributed to by the Company or any corporation or other entity which under Section 4975 4001(b) of ERISA is under common control with the Code, with respect to any Company (a "Company ERISA Affiliate"). Each Pension Plan and Welfare Plan of the Company Plans; (ii) none of and the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans ERISA Affiliates has been operated and administered maintained in all material respects in accordance compliance with its terms and all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed Company ERISA Affiliate is subject to any change in benefits potential liability under any Company Plan or the establishment Section 4069(a) of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualERISA.

Employee Benefit Plans; ERISA. (a) Section 6.12(a) of the Company Disclosure Schedule 4 hereto sets forth includes a complete list of each material employee benefit plan, program or policy providing benefits to any current or former employee, officer or trustee of the Company, the FUMI Share Trust or any of their respective subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Company, the FUMI Share Trust or any of their respective subsidiaries or to which the Company, the FUMI Share Trust or any of their respective subsidiaries contributes or is obligated to contribute, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit agreement, plan, program or policy (collectively, the "COMPANY PLANS"). (b) With respect to each Company Plan, the Company, the FUMI Share Trust and their respective subsidiaries have delivered or made available to Gotham or its representa- tives a true, correct and complete list copy of: (i) all plan documents and trust agreements; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. (c) Except as set forth in Section 6.12(c) of the Company Disclosure Schedule, as of the date hereof, (i) each of the Company, the FUMI Share Trust and their respective subsidiaries has no employees, (ii) all employee benefit plansCompany Plans have been terminated without obligation or other liability to the Company, programsthe FUMI Share Trust, policies their respective subsidiaries (and arrangementseach of the forgoing persons' respective successors and assigns) or to any person or governmental entity, whether written (iii) there are no employment agreements currently existing to which the Company, the FUMI Share Trust or unwritten their respective subsidiaries is a party, (iv) there have been no employment agreements to which the “Company, the FUMI Share Trust or each of their respective subsidiaries was a party that have not been terminated pursuant to their terms, and (v) all obligations of such persons under any such terminated employment agreements have been satisfied in full. Further, except as set forth in Section 6.06(a) of the Company Plans”)Disclosure Schedule, as of the date hereof, neither the Company, the FUMI Share Trust nor their respective subsidiaries has any obligations or liabilities in respect of any employees that the Company, any subsidiary the FUMI Share Trust or any other corporation or business which is now or at their respective subsidiaries may have employed prior to the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personneldate hereof. (id) There has been no prohibited transaction No Company Plan is intended to be qualified within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 401(a) of the Code. (e) Except as would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company, with respect the FUMI Share Trust and their respective subsidiaries have complied, and are now in compliance with, all provisions of ERISA, the Code and all laws and regulations applicable to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans Plan has been operated and administered in all material respects in accordance with all applicable lawsits terms; (ii) none of the Company, the FUMI Share Trust and their respective subsidiaries nor, to the knowledge of the Company, the FUMI Share Trust or their respective subsidiaries, any other person, including any fiduciary, has engaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA. There ), which could subject any of the Company Plans or their related trusts, the Company, the FUMI Share Trust or any of their respective subsidiaries, to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA; and (iii) there are no actionspending or, suits to the Company's, the FUMI Share Trust's or their respective subsidiaries' knowledge, threatened claims pending or threatened (other than routine claims for benefitsbenefits in the ordinary course), whether by participantslawsuits or arbitrations that have been asserted or instituted against the Company Plans that could reasonably be expected to result in any liability of the Company, the Internal Revenue ServiceFUMI Share Trust or any of their respective subsidiaries to any Company Plan participant, to the Pension Benefit Guaranty Corporation, the Department of Labor Treasury, the Department of Labor, any Multiemployer Plan or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37Plan. (f) of ERISA. Neither the Company execution and delivery of this Agreement nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, hereby shall (either alone or in combination conjunction with another any other event, will not (A) result in in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any individual becoming entitled material payment or benefit to any increase in current or former employee, officer or trustee of the amount of compensation or benefits Company, the FUMI Share Trust or any additional payment from of their respective subsidiaries. (g) No Company Plan is a Multiemployer Plan and neither of the Company nor any of its subsidiaries has at any time since October 1, 1998, contributed to or been obligated to contribute to, any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualMultiemployer Plan.

Employee Benefit Plans; ERISA. (a) Schedule 4 4.16 hereto sets forth a true, correct true and complete list of all each material employee benefit plansplan, programsarrangement or agreement that is maintained, policies and arrangements, whether written or unwritten was maintained at any time during the five (5) calendar years preceding the date of this Agreement (the “"Company Plans”"), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including by the Company or by any subsidiaryUnited States trade or business, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended whether or not incorporated (the “Code”a "Company ERISA Affiliate"), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction which together with the Company would be deemed a "single employer" within the meaning of Section 406 414(b) and (c) of the Code. (b) Each of the Company Plans that is subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”), ") is and has been in compliance with ERISA and the Code in all material respects; each of the Company Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received an IRS determination letter regarding its tax- qualified status; no Company Plan has an accumulated or waived funding deficiency within the meaning of Section 4975 412 of the Code; neither the Company nor any Company ERISA Affiliate has incurred, directly or indirectly, any material liability (including any material contingent liability) to or on account of a Company Plan pursuant to Title IV of ERISA; no proceedings have been instituted to terminate any Company Plan that is subject to Title IV of ERISA; no "reportable event," as such term is defined in Section 4043(b) of ERISA, has occurred with respect to any of the Company Plans; (ii) none of the Company Plans is or was Plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and no condition exists that presents a material risk to the Company or any Company ERISA Affiliate of incurring a material liability to or on account of a Company Plan pursuant to Title IV of ERISA. (iiic) The current value of the assets of each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There that are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect subject to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) Title IV of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.based

Employee Benefit Plans; ERISA. (a) Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement, there exists no employment, consulting, retention, change in control, severance or termination agreement, arrangement or understanding between the Company or any of the Company Subsidiaries and any individual current or former employee, officer or director of the Company or any of the Company Subsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $100,000. (b) Section 3.12(b) of the Company Disclosure Schedule 4 hereto sets forth contains a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of "employee pension benefit plans" (as defined in Section 406 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Pension Plans"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), and (iii) all other benefit plans, policies, programs, agreements or arrangements, including but not limited to, any bonus, deferred compensation, severance pay, retention, change in control, employment, consulting, pension, profit-sharing, retirement, insurance, stock purchase, stock option, incentive or equity compensation or other fringe benefit plan, program, policy, agreement, arrangement or practice maintained, contributed to or required to be contributed to, by the Company or any of the Company Subsidiaries, for the benefit of any current or former employees, officers, consultants or directors of the Company or any of the Company Subsidiaries (including individuals who perform or performed services outside of the United States, or with respect to which the Company or any of the Company Subsidiaries could reasonably have any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent and Merger Sub correct and complete copies of (i) each Benefit Plan (including all amendments thereto) or written description of each Benefit Plan that is not otherwise in writing, (ii) the three most recent annual reports on Form 5500 and all schedules thereto filed with respect to each Benefit Plan, to the extent applicable, (iii) the most recent summary plan description, summary of material modifications and plan prospectus for each Benefit Plan, to the extent applicable, (iv) each current trust agreement, insurance contract or policy or group annuity contract to the extent applicable, (v) the most recent actuarial report, financial statement or valuation report, to the extent applicable and (vi) a current Internal Revenue Service favorable determination or opinion letter, to the extent applicable. (c) Each Benefit Plan is and has at all times been operated and administered in accordance with its terms and in compliance in each case in all material respects with applicable Law, including but not limited to ERISA and the Code. Except as set forth on Section 4975 3.12 of the Company Disclosure Schedule, no Benefit Plan is a "nonqualified deferred compensation plan" subject to Section 409A of the Code. Since January 1, 2005, each Benefit Plan has been administered in good faith compliance with Section 409A of the Code to the extent applicable. (d) Each Pension Plan intended to be "qualified" within the meaning of section 401(a) of the Code has received a determination letter or opinion from the Internal Revenue Service that such Pension Plan is so qualified and exempt from taxation under section 401(a) and 501(a) of the Code, with respect and, to the knowledge of the Company, no condition exists that would be expected to materially adversely affect such qualification. (e) None of the Benefit Plans is, and none of the Company or any of the Company Plans; (iiSubsidiaries, nor any trade or business, whether or not incorporated, that, together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) none of ERISA or Section 414 of the Company Plans Code (each, "ERISA Affiliate"), has within the last six (6) years, maintained or had an obligation to contribute to (i) a "single employer plan" (as such term is or was defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and , (ii) a "multiple employer plan" or "multiple employer welfare arrangement" (as such terms are defined in ERISA) or (iii) each a funded welfare benefit plan (as such term is defined in Section 419 of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISACode). There are no actionsunpaid contributions due prior to the date of this Agreement with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, suits any related insurance contract or claims pending any applicable Law and all contributions due have been timely made. (f) None of the Company, any of the Company Subsidiaries or any ERISA Affiliate has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to any Benefit Plan that reasonably could be expected to subject the Company or any of the Company Subsidiaries to any material tax or penalty. (g) With respect to any Benefit Plan, there is no action, suit, audit, investigation or claim pending, or to the Company's knowledge, threatened (or anticipated, other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department . (h) None of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans Subsidiaries has any obligation to provide any health benefits or other non-pension benefits (whether or not insured) to retired or other former employees, directors or consultants, except as specifically required by Part 6 of Title I of ERISA ("COBRA"), except to the extent the sole cost of which is borne solely by such former employees, directors or was a multiemployer plan within the meaning of Section 3(37consultants. (i) of ERISA. Neither the Company execution and delivery of this Agreement nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated hereby, or (except as required by this Subscription AgreementLaw) any termination of employment or service (or other event or occurrence) in connection therewith will (i) entitle any current or former employee, either alone director or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount consultant of compensation or benefits or any additional payment from the Company or any subsidiary of the Company Subsidiaries to any payment or benefit (includingor result in the funding of any such payment or benefit) or result in any forgiveness of indebtedness with respect to any such persons, without limitation(ii) increase the amount of any compensation, severance, golden parachute equity award or bonus payments other benefits otherwise payable by the Company or otherwise), any Company Subsidiary or (Biii) accelerate result in the acceleration of the time of payment, funding or vesting or timing of payment of any benefits compensation, equity award or compensation other benefits. (j) No amounts payable (individually or collectively and whether in cash, capital stock of the Company or other property) under any of the Benefit Plans or any other contract, agreement or arrangement with respect to which the Company or any Company Subsidiary may have any liability could fail to be deductible for federal income tax purposes by virtue of any individualSection 162(m) or Section 280G of the Code, as a result of the transactions contemplated hereby.

Employee Benefit Plans; ERISA. (a) Except as set forth in the Company SEC Reports, as supplemented by Schedule 4 hereto sets forth a true5.13 attached hereto, correct at the date hereof, the Company and complete list of all its ------------- subsidiaries do not maintain, contribute to or have any obligation or liability to any employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangements and practices of the “Company and its subsidiaries being referred to as the "Company Plans”"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits (excluding any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, "Multi-employer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Internal Revenue Code Code). Schedule 5.13 attached ------------- hereto lists all Multi-employer Plans and Multiple Employer Plans which any of 1986the Company or its subsidiaries maintains or to which any of them makes contributions or has any liability, contingent or otherwise. Neither the Company nor its subsidiaries has any obligation to create any additional such plan or to amend any such plan so as amended (to increase benefits thereunder, except as required under the “Code”)terms of the Company Plans, maintain under existing collective bargaining agreements or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelto comply with applicable law. (b) Except as disclosed in the Company SEC Reports or Schedule 5.13, ------------- (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Company SEC Reports as of September 30, 1995, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "qualified" status of Labor or otherwisesuch Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multi-employer Plans, neither the Company nor any of its subsidiaries has, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are defined in Sections 4203, 4204 and 4205 of ERISA, respectively, and, to the best knowledge of the Company Plan and its subsidiaries, no facts exist event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to the knowledge of the Company and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course and (x) the Company and its subsidiaries have no current material liability, whether measured alone or in the aggregate, for plan termination or complete withdrawal or partial withdrawal under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with the Company and its subsidiaries under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and the Company and its subsidiaries do not reasonably anticipate that any such actions, suits or claims are likely to liability will be brought or under which asserted against the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary courseof its subsidiaries. None of the Company Controlled Group Plans is or was a multiemployer plan within the meaning has an "accumulated funding deficiency" (as defined in Section 302 of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement ERISA and in the other Offering Documents, the consummation 412 of the transactions contemplated Code). (c) The Company SEC Reports, as supplemented by this Subscription AgreementSchedule 5.13 ------------- attached hereto, either alone contain a true and complete summary or in combination list of or otherwise describe all material employment contracts and other employee benefit arrangements with another event, will not (A) result in any individual becoming entitled to any increase in the amount "change of compensation control" or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualsimilar provisions and all severance agreements with executive officers.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed by Company at the date hereof, correct and complete list of all Company does not maintain or contribute to any material employee benefit plans, programs, policies and arrangements, whether written or unwritten and practices (such as plans, programs, arrangements, and practices of Company being referred to as the “"Company Plans”"), that including employee benefit plans within the meaning set forth in Section 3(3) of ERISA. Company has no obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of Company Plans or to comply with applicable law. (b) Except as disclosed by Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, (i) there have been no non-exempt prohibited transactions within the meaning of section 414 Sections 406 or 407 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, Code with respect to any of Company Plans that could result in penalties, taxes, or liabilities, which, singly or in the aggregate, could have a Company Material Adverse Effect; (ii) except for premiums due, there is no outstanding liability in excess of $100,000, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of Company Plans; (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 404(b) of ERISA; (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each such Company Plan ended prior to the date of this Agreement for which the required time for making contributions has expired; (v) the current present value of all projected benefit obligations under each of Company Plans which is subject to Title IV of ERISAERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Recent Balance Sheet (based upon reasonable actuarial assumptions currently utilized for such Company Plan); and (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened laws during the period of time covered by the applicable statute of limitations; (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department vii) each of Labor or otherwise, with respect to any Company Plan and no facts exist under Plans which any such actions, suits or claims are likely is intended to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan "qualified" within the meaning of Section 3(37401(a) of ERISA. Neither the Code has been determined by the Internal Revenue Service to be so qualified and such determination has not been modified, revoked, or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company nor Plans, and the period for making any subsidiary such necessary retroactive amendments has announcednot expired; (viii) to the best knowledge of Company, proposed there are no material pending, threatened, or agreed to anticipated claims involving any change in of Company Plans other than claims for benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation ordinary course; and (ix) Company has no current liability in excess of $100,000, whether measured alone or interpretation in the aggregate, for plan termination or withdrawal (complete or partial) which has occurred under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with Company Plan since under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and Company has no knowledge that any such liability will be asserted against it, none of Company Controlled Group Plans has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) as of the last day of the most recent annual reportfiscal year of such plan ended prior to the date of this Agreement for which the required time for making contributions has expired, and no Company Controlled Group Plan has an outstanding funding waiver which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and could result in the other Offering Documentsimposition of liens, the consummation excise taxes, or liability against Company in excess of the transactions contemplated by this Subscription Agreement$100,000, either whether measured alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualaggregate.

Employee Benefit Plans; ERISA. Schedule 4 hereto 3(t) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; , (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; , and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein Section 3.15(a) of the Company Disclosure Schedule, correct and complete list of all there are no material employee benefit plansplans (including any plans for the benefit of directors or former directors), programs, policies and arrangements, whether written practices, contracts or unwritten agreements (the “Company Plans”)including employment agreements and severance agreements, that the Companyincentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses type (including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iplans described in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), maintained by the Company, any of its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company would be deemed a "controlled group" within the meaning of Section 4975 4001(a)(14) of the CodeERISA, or with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any of its Subsidiaries has or may have a liability with respect to a (the "Company Plan other than Benefit Plans"). Except as disclosed in the ordinary course. None Section 3.15(a) of the Company Plans Disclosure Schedule (or as otherwise permitted by this Agreement): (1) neither the Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Company Benefit Plan or modify or change any existing Company Benefit Plan that would affect any employee or terminated employee of the Company or any ERISA Affiliate; and (2) since September 30, 1999, there has been no change, amendment, modification to, or adoption of, any Company Benefit Plan, in each case, that has had, or would have, a Material Adverse Effect on the Company. (b) With respect to each Company Benefit Plan, except as disclosed in Section 3.15(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, have a Material Adverse Effect on the Company: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, such plan so qualifies, and its trust is or was a multiemployer exempt from taxation under Section 501(a) of the Code; (ii) such plan has been administered in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred; (iv) no prohibited transaction within the meaning of Section 3(37406 of ERISA has occurred; (v) as of the date of this Agreement, no lien imposed under the Code or ERISA exists; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full. (c) None of the Company Benefit Plans has incurred any "accumulated funding deficiency", as such term is defined in Section 412 of the Code, whether or not waived. (d) Except as disclosed in Section 3.15(d) of ERISA. Neither the Company Disclosure Schedule, neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary ERISA Affiliate has incurred any liability for the misclassification under Title IV of employees as leased employees ERISA (including Sections 4063-4064 and 4069 of ERISA) that has not been satisfied in full except as, individually or independent contractors. Except as provided for in this Subscription Agreement and in the aggregate, would not have a Material Adverse Effect on the Company or that has not been reflected on the Company's consolidated financial statements. (e) With respect to each Company Benefit Plan that is a "welfare plan" (as defined in Section 3(1) of ERISA), except as specifically disclosed in Section 3.15(e) of the Company Disclosure Schedule, no such plan provides medical or death benefits with respect to current or former employees of the Company or any of its Subsidiaries beyond their termination of employment, other Offering Documentsthan as may be required under Part 6 of Title I of ERISA and at the expense of the participant or the participant's beneficiary and except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (f) Except with respect to payments under the agreements and programs specified in Section 3.15(f) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Agreement will not (A) result in entitle any individual becoming entitled to severance pay or any tax "gross-up" payments with respect to the imposition of any tax pursuant to Section 4999 of the Code or accelerate the time of payment or vesting, or increase in the amount amount, of compensation or benefits or due to any additional payment from individual with respect to any Company Benefit Plan. (g) Except as disclosed in Section 3.15(a) of the Company or any subsidiary (includingDisclosure Schedule, without limitationthere is no Company Benefit Plan that is a "multiemployer plan", severance, golden parachute or bonus payments or otherwise)as such term is defined in Section 3(37) of ERISA, or (B) accelerate the vesting which is covered by Section 4063 or timing 4064 of payment of any benefits or compensation payable in respect of any individualERISA.

Employee Benefit Plans; ERISA. (a) Section 4.13(a) of the Company Disclosure Schedule 4 hereto sets forth a truelists each material employment, correct and complete list of all consulting, severance, termination, retirement, profit sharing, bonus, incentive or deferred compensation, retention or change in control plan, program, arrangement, agreement or commitment, or bonus, pension, stock option, restricted stock or other equity-based, profit sharing, savings, life, health, disability, accident, medical, insurance, vacation, other welfare fringe benefit or other employee compensation or benefit plan, program, arrangement, agreement, fund or commitment, including any “employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, plan” as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (idefined in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee, consultant or Section 4975 director of the CodeCompany or any of its subsidiaries or any current or former employee, consultant or director of any entity with respect to which the Company or its subsidiaries is a successor or with respect to which the Company or any of its subsidiaries may have any material liability (collectively the “Company Benefit Plans”). True and complete copies of each Company Benefit Plan, including, but not limited to, any trust instruments and/or insurance contracts, if any, forming a part thereof, all material amendments thereto and the most recent determination letters issued by the Internal Revenue Service, all government and regulatory approvals received from any foreign Regulatory Agency, the most recent summary plan descriptions (including any material modifications), the two most recent annual reports on Form 5500 (including all exhibits and attachments thereto), the two most recent actual reports and the two most recent audited financial reports for any funded Company Benefit Plan have been supplied or made available to Parent. Neither the Company nor any of its subsidiaries has any current plan or commitment to create any additional Company Benefit Plan or modify or change any existing Company Benefit Plan that would materially increase the compensation or benefits provided to any employee or former employee, consultant or director of the Company Plansor any subsidiary of the Company, other than to comply with changes in the laws or regulations applicable thereto. Since the Audit Date there has been no material change, amendment, modification to, or adoption of, any Company Benefit Plan other than to comply with changes in the laws or regulations applicable thereto. (b) With respect to each Company Benefit Plan: (i) if intended to qualify under Section 401(a) of the Code or under any law or regulation of any foreign jurisdiction or Regulatory Agency, to the best knowledge of the Company, there has been no event, condition or circumstance that would reasonably be expected to result in disqualification under the Code (or the comparable provisions of any law or regulation of any foreign jurisdiction or Regulatory Agency); (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans it has been operated and administered in all material respects in accordance compliance with its terms and all applicable lawslaws and regulations (including but not limited to ERISA, including ERISA. There the Code and any relevant foreign laws and regulations); (iii) there are no actionspending or, suits to the Company’s knowledge, threatened claims against, by or claims pending on behalf of any Company Benefit Plans or threatened the assets, fiduciaries or administrators thereof (other than routine claims for benefits); (iv) to the Company’s knowledge, whether by participants, the Internal Revenue Service, the Department no breaches of Labor or otherwise, with respect to any Company Plan and no facts exist fiduciary duty under which the Company or a fiduciary could reasonably be expected to incur a material liability have occurred; (v) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred; (vi) no Lien imposed under the Code, ERISA or any foreign law exists; and (vii) all contributions, premiums and expenses to or in respect of such actionsCompany Benefit Plan have been paid in full or, suits to the extent not yet due, have been adequately accrued on the Company’s consolidated financial statements. (c) Neither the Company nor any of its subsidiaries has incurred or claims are likely reasonably expects to be brought incur, either directly or indirectly (including as a result of an indemnification obligation), any material liability under Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code or any foreign law or regulation relating to employee benefit plans (including, without limitation, Section 406, 409, 502(i), 502(l), 4069 or 4212(c) of ERISA, or Section 4971, 4975 or 4976 of the Code), or under any agreement, instrument, statute, rule or legal requirement pursuant to or under which the Company or any of its subsidiaries or any Company Benefit Plan has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such legal requirement, and to the knowledge of the Company, no event, transaction or condition has occurred, exists or is expected to occur which could result in any such material liability to the Company, any of its subsidiaries or, after the Closing, to Parent. (d) The Company and each of its subsidiaries has complied in all material respects with, and each such Company Benefit Plan conforms in all material respects in operation and form to (or has remaining a period of time to conform such plan to applicable legal requirements) all applicable legal requirements, including, but not limited to, ERISA, the Code and all applicable U.S. and non-U.S. securities laws and regulations except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company and its subsidiaries taken as a whole. (e) With respect to each “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) as to which either the Company or any subsidiary could of the Company may incur any liability with respect to a Company Plan other than in the ordinary course. None under, or which is subject to, Section 302 or Title IV of ERISA or Section 412 of the Company Plans Code: (i) no such plan is or was a “multiemployer plan plan” (within the meaning of Section 3(37) of ERISA. Neither ) or a “multiple employer plan” (within the meaning of Section 413(c) of the Code); (ii) no such plan has been terminated so as to result, directly or indirectly, in any material liability, contingent or otherwise, of either the Company or any subsidiary of the Company under Title IV of ERISA; (iii) no complete or partial withdrawal from such plan has been made by the Company or any subsidiary of the Company, or by any other person, so as to result in any material liability to the Company or any subsidiary of the Company, whether such liability is contingent or otherwise; (iv) no proceeding has been initiated by any Person (including the Pension Benefit Guaranty Corporation (the “PBGC”)) to terminate any such plan or to appoint a trustee for any such plan; (v) no condition or event currently exists or currently is expected to occur that could result, directly or indirectly, in any material liability of the Company or any subsidiary of the Company under Title IV of ERISA, whether to the PBGC or otherwise, on account of the termination of any such plan; (vi) if any such plan were to be terminated as of the Closing Date or if any person were to withdraw from such plan, neither the Company nor any subsidiary of the Company would incur, directly or indirectly, any material liability under Title IV of ERISA; (vii) no “reportable event” (as defined in Section 4043 of ERISA) has announced, proposed or agreed occurred with respect to any change in benefits under such plan, nor has notice of any such event or similar notice to any foreign Regulatory Agency been required to be filed for any Company Benefit Plan within the past 12 months nor will any such notice be required to be filed as a result of the transactions contemplated by this Agreement; (viii) no such plan has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and section 412 of the Code, respectively), whether or not waived, and neither the establishment Company nor any of any new Company Plan. There have been no changes in the operation its subsidiaries has provided, or interpretation of is required to provide, security to any Company Benefit Plan since pursuant to Section 401(a)(29) of the most recent annual reportCode; and (ix) the transactions contemplated hereby will not result in any event described in section 4062(e) of ERISA. (f) With respect to each Company Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA), which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither neither the Company nor any subsidiary of the Company has incurred any liability for material obligations to provide health, life insurance, or death benefits with respect to current or former employees, consultants or directors of the misclassification Company or any of employees its subsidiaries beyond their termination of employment or service, other than as leased employees required under Section 4980B of the Code or independent contractorssimilar laws. Except as provided for in There has been no communication to any employee, consultant or director of the Company or any subsidiary of the Company that would reasonably be expected to promise or guarantee any such retiree health or life insurance or other retiree death benefits on a permanent basis. (g) Neither the execution and delivery of this Subscription Agreement and in the other Offering DocumentsAgreement, nor the consummation of the transactions contemplated by this Subscription Agreementhereby, either alone or in combination with another eventevent (whether contingent or otherwise) will (i) entitle any current or former employee, will not (A) result in consultant or director of the Company or any individual becoming entitled of its subsidiaries or any group of such employees, consultants or directors to any material payment; (ii) materially increase in the amount of compensation or benefits due to any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other similar benefit; (iv) result in any “parachute payment” under Section 280G of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (v) cause any compensation to fail to be deductible under Section 162(m) of the Code, or any additional payment from other provision of the Code or any similar foreign law or regulation. (h) Under each Company Benefit Plan which is a single-employer plan and any foreign plan that is a defined benefit plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA or, with respect to any foreign plan, as determined under any equivalent law or practice (in each case as determined on the basis of the actuarial assumptions contained in Company Benefit Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Company Benefit Plan, and there has been no material adverse change in the financial condition of such Company Benefit Plan (with respect to either assets or benefits) since the last day of the most recent plan year. (i) Neither the Company nor any of its subsidiaries maintains any plan, agreement or arrangement, formal or informal, that provides material benefits in the nature of severance or has outstanding any liabilities with respect to material severance benefits. (j) Neither the Company nor any subsidiary of the Company has any material liability (including a material liability arising out of an indemnification, guarantee, hold harmless or similar agreement) relating to any insurance contract held under or purchased to fund a Company Benefit Plan, the issuer of which is or was insolvent or in reorganization or the payments under which were suspended. (k) Section 4.13(k) of the Company Disclosure Schedule sets forth any and all indebtedness in excess of fifty thousand U.S. dollars (US$50,000) owed by any current or former employee, consultant or director to the Company or any subsidiary of the Company. (includingl) To the Company’s knowledge, without limitationno Company Benefit Plan, severancenor the Company or any subsidiary of the Company with respect to any Company Benefit Plan, golden parachute is under audit or bonus payments is the subject of an audit or otherwiseinvestigation by the United States Internal Revenue Service (the “IRS”), the U.S. Department of Labor, the PBGC or any other federal or state governmental agency or any foreign Regulatory Agency, nor is any such audit or investigation pending or, to the knowledge of the Company, threatened. (Bm) accelerate Except for the vesting Company Option Plans, the Company Stock Purchase Plans and as set forth in Section 4.13(m) of the Company Disclosure Schedule, neither the Company nor any subsidiary of the Company maintains any plan, program or timing of payment of arrangement or is a party to any contract that provides any material benefits or provides for material payments to any person in, based on or measured by the value of, any equity security of, or interest in, the Company or any subsidiary of the Company. (n) Except as set forth in Section 4.13(n) of the Company Disclosure Schedule, there are no material liabilities, whether contingent or absolute, of the Company or any of its subsidiaries relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. (o) The Company has provided to Parent a true and complete list of each current or former employee, consultant, officer or director of the Company or any of its subsidiaries who, as of the date hereof, holds (i) any option to purchase any shares of Company Common Stock or commitments for future options, together with the number of shares of Company Common Stock subject to each such option, the exercise price per share under each such option, and the expiration date of each such option, (ii) any shares of Company Common Stock that are unvested or subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by the Company upon any termination of the shareholders’ employment, directorship or other relationship with the Company or any of its subsidiaries or which shares are subject to performance-based vesting and (iii) any other award or right (including share units or stock appreciate rights), directly or indirectly, to receive Company Common Stock (or any other unit of Company equity) or any amount payable by reference to Company Common Stock (or any other unit of Company equity), together with the number of shares of Company Common Stock (or any other unity of Company equity) subject to such right. (p) With respect to each Company Benefit Plan and with respect to each state workers’ compensation arrangement, that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid, all premiums required to be paid under the insurance policy or fund through the Closing Date will have been paid on or before the Closing Date and, as of the Closing Date, there will be no material liability of the Company or its subsidiaries under any such insurance policy, fund or ancillary agreement with respect to such insurance policy in respect the nature of any individuala retroactive rate adjustment, loss sharing arrangement or other actual or contingent material liability arising wholly or partially out of events occurring prior to the Closing Date.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Section 3.9 of the Company Disclosure Letter contains a true, complete and correct and complete list of all each bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization or other medical, life or other insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee compensation or benefit plansplan, programsprogram, policies and arrangementsagreement or arrangement, whether written sponsored, maintained or unwritten (the “Company Plans”), that contributed to by the Company, any subsidiary of its Subsidiaries or by any other corporation trade or business which is now business, whether or at the relevant time was a member of a controlled group of companies or trades or businesses including not incorporated that, together with the Company or any subsidiaryof its Subsidiaries, would be deemed a “single employer” within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i4001(b) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA” and each such entity, an “ERISA Affiliate”), or Section 4975 to which the Company, any of its Subsidiaries or any ERISA Affiliate of the CodeCompany is party at any time since September 1, 2000, whether written or oral, for the benefit of any current or former employee, officer or director of the Company, any of its Subsidiaries or any ERISA Affiliate of the Company and regardless of where in the world the plan is established (the “Company Plans”). (b) With respect to each Company Plan, the Company has heretofore delivered to Parent complete and correct copies of each of the following documents (including all amendments to such documents), as applicable: (i) the Company Plan or a written description of any Company Plan not in writing; (ii) the most recent annual report and accounts or Internal Revenue Service Form 5500 Series with respect to each Company Plan for the last three Company Plan years ending prior to the date of this Agreement for which such a report was filed, including all related reports required therewith; (iii) the most recent Summary Plan Description of the Company (the “Company Summary Plan Description”), together with all Summaries of Material Modification issued with respect to such Company Summary Plan Description with respect thereto, and where there is no Summary Plan Description, all written communications with members of the Company Plan which are of current effect and which summarize the benefits provided in such Company Plan (other than day-to-day communications with individual Plan members); (iv) if the Company Plan or any obligations thereunder are funded through a trust or any other funding vehicle, the trust or other funding agreement and the latest financial statements thereof (including the accounts for the Company Plan), any actuarial valuation or other actuarial report in relation to the Company Plan prepared or received within the last six Company Plan years ending prior to the date of this Agreement (and whether prepared for the Company or for the trustees or managers of the relevant Company Plan), and details of any agreement (whether made in writing or otherwise and whether or not legally binding) for the funding of such a plan; (v) all contracts relating to the Company Plan with respect to which the Company or any ERISA Affiliate may have any material liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; (vi) the most recent determination letter received from the Internal Revenue Service with respect to each Company Plan intended to qualify under section 401(a) of the Code and in relation to any Company Plan established in the United Kingdom, evidence of its status as a registered scheme together with confirmation as to whether or not it is contracted out of the Second State pension; and (vii) all reports, statements, annual information returns, investment information summaries or other returns, filings and material communications between the Company or any ERISA Affiliate of the Company or, if in the Company’s possession, the trustees of any Company Plan with any governmental agency with respect to such Company Plan since September 1, 2003. (c) No Company Plan in effect as of the date hereof is subject to Title IV or section 302 of ERISA. No liability under Title IV or section 302 of ERISA has been incurred by the Company or any ERISA Affiliate of the Company that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of the Company of incurring any such liability. Insofar as the representation made in this Section 3.9(c) applies to sections 4064, 4069 or 4204 of Title IV of ERISA, it is made with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Company or any ERISA Affiliate of the Company made, or was required to make, contributions during the six-year period ending on the Closing Date. (d) None of the Company, any ERISA Affiliate of the Company, any of the Company Plans; (ii) none , or any trust created thereunder, nor, to the knowledge of the Company Plans is Company, any trustee or was administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any of its Subsidiaries or any ERISA Affiliate would be reasonably likely to be subject to a material civil penalty assessed pursuant to Section 412 409 or 502(i) of ERISA or a material tax imposed on the Company or the Company Plan pursuant to Section 4975(a) or (b) or 4976 of the Code or Section 302 any legislation applicable to the Company Plan in the jurisdiction where the Company Plan and/ or Title IV its members are resident. (e) All contributions and/or premiums required to be made or paid with respect to any Company Plan on or prior to the Closing Date have been timely made or paid or are reflected on the Company Balance Sheet. Since January 1, 2006, there has been no amendment to, written interpretation of ERISA; and or announcement (iiiwhether or not written) each by Company or any ERISA Affiliate of the Company or the trustees of any Company Plan relating to, or change in employee participation or coverage under, any Company Plan that would increase materially the expense of maintaining such Company Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (f) Each of the Company Plans has been operated and administered in all material respects in accordance with its terms, all employee plan summaries and booklets and applicable lawsLaws, including ERISA. There are no actionsERISA and the Code and any applicable requirements prohibiting discrimination on grounds of age, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor sex or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None . (g) Each of the Company Plans that is or was a multiemployer plan in effect on the date hereof that is intended to be “qualified” within the meaning of Section 3(37401(a) of ERISAthe Code (A) satisfies in form the requirements of such section except to the extent amendments are not required by law to be made until a date after the Closing Date, (B) has received a favorable determination letter from the Internal Revenue Service regarding such qualified status as to all requirements preceding the enactment of the Economic Growth and Tax Relief Reconciliation Act of 2002, and (C) has not, since receipt of the most recent favorable determination letter, been amended or operated in a way that would adversely affect its qualified status. Neither the Company nor any subsidiary has announced, proposed or agreed As to any change in benefits under any Company Plan intended to be qualified under section 401 of the Code, there has been no termination or partial termination of the establishment Plan within the meaning of any new Section 411(d)(3) of the Code. Each trust funding a Company Plan. There have been no changes in , which trust is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the operation or interpretation Code, satisfies the requirements of any Company Plan such section and has received a favorable determination letter from the Internal Revenue Service regarding such exempt status and has not, since receipt of the most recent annual reportfavorable determination letter, been amended or operated in a way which would have any material effect on the cost of operating, maintaining or providing benefits under adversely affect such Company Plan. Neither exempt status. (h) Assuming for this purpose that each individual who is a party to an Employment Agreement (as defined below) with the Company nor any subsidiary has incurred any liability for the misclassification or one of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement its Subsidiaries and whose employment is based in the other Offering Documents, United States were to become entitled to the consummation total payments and benefits (including without limitation severance payments and benefits and vesting of equity) to which such individual would be entitled in connection with a change in control of the transactions contemplated by this Subscription AgreementCompany, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of such payments and benefits which would be nondeductible by reason of Section 280G of the Code will not exceed an aggregate of $30.0 million. For purposes of this Section 3.9(h), “Employment Agreement” shall mean a written agreement specifying terms and conditions of employment and related compensation and, for the avoidance of doubt, shall not include any written agreement that provides only nondisclosure provisions, commission arrangements or benefits bonus arrangements or any additional payment from the award agreement granted pursuant to any Company or any subsidiary Stock Plan (including, without limitation, severance, golden parachute or bonus payments or otherwiseas defined in Section 1.8(a), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual).

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(i) (a) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, correct and complete list as amended (“ERISA”), or Section 4975 of all the Code, with respect to any of the employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary Subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiarySubsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (iib) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iiic) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary Subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. . (ii) Neither the Company nor any subsidiary Subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. . (iii) Neither the Company nor any subsidiary Subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. . (iv) Except as provided for in this Subscription Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary Subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Sale Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto 3.14 sets forth a truean accurate, correct and complete list of all employee benefit plansevery Employee Program (i) that is maintained, programsadministered, policies and arrangements, whether written sponsored or unwritten (the “Company Plans”), that the contributed to by Company, or with respect to which Company has, or may in the future have, any subsidiary or liability, (ii) that covers any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former membersdirector, partnersemployee, principalsofficer, directorsmanager, officersindependent contractor or retiree of Company or (iii) with respect to which an obligation of Company to make any contribution exists (collectively, managersthe "Plans"). Except for the Plans listed in Schedule 3.14, employeesCompany does not maintain, consultants contribute to or have any Employee Program and has not agreed or committed, or otherwise become obligated, to institute any plan, program, arrangement or agreement for the benefit of any of its employees other personnelthan the Plans, or to make any amendments to any of the Plans. (ib) There Company does not currently have, and at no time in the past has been no prohibited transaction had, an obligation to contribute to a "defined benefit plan" as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a "multiemployer plan" as defined in Section 3(37) of ERISA or Section 414(f) of the Code or a "multiple employer plan" within the meaning of Section 406 210(a) of ERISA or Section 413(c) of the Employee Retirement Income Security Act Code. (c) There are no pending or, to the Knowledge of 1974Company, as amended threatened, claims by or on behalf of the Plans or by any employee of Company alleging any breach of fiduciary duties or violations of other applicable Legal Requirement that would result in liability on the part of Company or any of the Plans under any applicable Law. (“ERISA”)d) Copies of the following materials have been delivered or made available to Purchaser all: (i) current and prior plan documents with respect to each Plan, or in the case of an unwritten Plan, a written description thereof, (ii) determination letters from the IRS, (iii) current and prior summary plan descriptions, summaries of material modifications, annual reports and summary annual reports, (iv) current and prior trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Plan, and (v) other documents, forms or other instruments relating to any Plan. With respect to each Plan that is a group health plan benefiting any current or former employee of Company that is subject to Section 4975 4980B of the Code, Company has complied with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA ("COBRA"). (e) All Plans have been maintained, operated and administered in accordance with their terms and in compliance with all applicable laws, including without limitation the Code and ERISA. There are no "accumulated funding deficiencies" within the meaning of the Code in any of the Plans. No "reportable events" (within the meaning of ERISA) have occurred with respect to any of the Company Plans; (ii) none of . No "prohibited transactions" within the Company Plans is or was subject to Section 412 meaning of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are ERISA for which there is no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, statutory exemption have occurred with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is Plans. There have been no prohibited transactions or was a multiemployer plan breaches of any of the duties imposed on "fiduciaries" (within the meaning of Section 3(373(21) of ERISA. Neither ) by ERISA with respect to the Company nor Plans that could result in any subsidiary liability or excise tax under ERISA or the Code being imposed on Company. (f) Each Plan intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has announcedoccurred since the date of any such determination that could reasonably be expected to give the IRS grounds to revoke such determination. (g) No Plan is or at any time was funded through a "welfare benefit fund" as defined in Section 419(e) of the Code, proposed or agreed to any change in and no benefits under any Plan are or at any time have been provided through a voluntary employees' beneficiary association (within the meaning of subsection 501(c)(9) of the Code) or a supplemental unemployment benefit plan (within the meaning of Section 501(c)(17) of the Code). (h) All (i) returns, reports, disclosure statements and premium payments required to be made by Company with respect to, (ii) benefits, expenses, and other amounts due and payable by Company under and (iii) contributions, transfers, or payments required to be made by Company to, any Plan prior to the date of this Agreement have been paid, made or accrued, as appropriate, by Company. (i) All contributions, transfers and payments in respect of each Plan have been or are fully deductible under the Code. With respect to any insurance policy providing funding for benefits under any Plan, (i) there is no liability of Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of Company, no such proceedings with respect to any such insurer are imminent. (j) No Plan provides benefits, including death or medical benefits: (i) to any individual other than Company's employees, or the establishment dependents or other beneficiaries of any new such employees; or (ii) beyond termination of service or retirement other than coverage mandated by COBRA. (k) Neither the execution, delivery nor performance of this Agreement will: (i) constitute a stated triggering event under any Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Company Plan. There have been no changes to any current or former employee, officer, manager or consultant (or dependents of such individuals or entities) of Company; or (ii) accelerate the time of payment or vesting, or increase the amount, of compensation due to any current or former employee, officer, manager or consultant (or dependents of such individuals or entities) of Company. (l) No amount that could be received (whether in cash or property or the operation or interpretation vesting of property) as a result of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription AgreementAgreement by any employee, either alone officer or manager of Company who is a "disqualified individual" (as such term is defined in combination with another eventTreasury Regulation Section 1.280G-1) under any employment, will severance or termination agreement, other compensation arrangement or Plan currently in effect would be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). (m) Company does not (A) result in have any individual becoming entitled Plan or other agreement that is subject to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.Code Section 409A.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Neither the Company nor any of the Company Subsidiaries is a trueparty to any oral or written (i) employment, correct and complete list severance, collective bargaining or consulting agreement not terminable on 60 days' or less notice, (ii) agreement with any current or former executive officer or other current or former key employee of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiaryCompany Subsidiary (A) the benefits of which are contingent, within or the meaning terms of section 414 which are materially altered, upon the occurrence of a transaction involving the Company or any Company Subsidiary of the Internal Revenue Code nature of 1986any of the transactions contemplated by this Agreement, as amended (the “Code”)B) providing any term of employment or compensation guarantee extending for a period longer than six months, maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants (C) providing severance benefits or other personnelbenefits after the termination of employment of such executive officer or key employee regardless of the reason for such termination of employment, (iii) agreement, plan or arrangement under which any person may receive payments subject to the tax imposed by Section 4999 of the Code, or (iv) agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, the benefits of which would be increased, or the vesting of benefits of which would be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Disclosure Schedule contains a true and correct description of the annual compensation, bonus plans and awards, options, SAR's, deferred compensation and all other material benefits for each of the executive officers of the Company. (ib) There has been no prohibited transaction within Neither the meaning Company nor any corporation or other entity which under Section 4001(b) of Section 406 ERISA is under common control with the Company (a "Company ERISA Affiliate") maintains any "Employee Pension Benefit Plan" ("Pension Plan") or any "Employee Welfare Benefit Plan" ("Welfare Plan") as such terms are defined in Sections 3(2) and 3(1) respectively of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which is subject to ERISA. Each Pension Plan and Welfare Plan of the Company and the Company ERISA Affiliates has been maintained in all material respects in compliance with its terms and all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable laws. Neither the Company nor any Company ERISA Affiliate is subject to potential liability under Section 4069(a) of ERISA. (c) No Pension Plan or Welfare Plan of the Company or any Company ERISA Affiliate is currently subject to an audit or other investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity nor are any such plans subject to any lawsuits or legal proceedings of any kind or to any material pending disputed claims by employees or beneficiaries covered under any such plan or by any other parties. (d) No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, resulting in material liability to the Company or any Company ERISA Affiliate has occurred with respect to any Pension Plan or Welfare Plan. The Company has no knowledge of any breach of fiduciary responsibility under Part 4 of Title I of ERISA which has resulted in or would result in any material liability to the Company Plans; (ii) none Company, any trustee, administrator or fiduciary of the Company Plans is any Pension Plan or was subject to Section 412 Welfare Plan of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of ERISA Affiliate. (e) Neither the Company Plans nor any Company ERISA Affiliate has maintained or contributed to, or been obligated or required to contribute to, a "Multiemployer Plan," as such term is or was a multiemployer plan within the meaning of defined in Section 3(374001(a)(3) of ERISA. Neither the Company nor any subsidiary Company ERISA Affiliate has announcedeither withdrawn, proposed partially or agreed completely, or instituted steps to withdraw, partially or completely, from any change in benefits under Multiemployer Plan nor has any Company event occurred which would enable a Multiemployer Plan or the establishment to give notice of and demand payment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any withdrawal liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled respect to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary Company ERISA Affiliate. (includingf) There is no contract, without limitationagreement, severanceplan or arrangement covering any employee or former employee of the Company or any Company ERISA Affiliate that, golden parachute individually or bonus payments or otherwise)collectively, or (B) accelerate could give rise to the vesting or timing of payment of any benefits material amount that would not be deductible pursuant to the terms of Sections 162(m) or compensation payable 280G of the Code. (g) The Company has delivered or made available to Parent full and complete copies or descriptions of, and the Company Disclosure Schedule contains a complete list of each Pension Plan, Welfare Plan and each other material agreement, policy, plan or other arrangement, whether written or oral, express or implied, fixed or contingent, to which the Company or any Company ERISA Affiliate is a party or by which the Company or any Company ERISA Affiliate is bound, which is or relates to a pension, option, bonus, deferred compensation, retirement, stock purchase, profit-sharing, severance pay, health, welfare, incentive, vacation, sick leave, medical disability, hospitalization, life or other insurance or fringe benefit plan, policy or arrangement. Certain of the employment agreements contain change in respect control provisions which will be triggered as of the Effective Time, as set forth in the Company Disclosure Schedule. (h) The Company has delivered or made available to Parent, for each Pension Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code, a copy of the most recent determination letter issued by the IRS to the effect that each such Plan is so qualified and that each trust created thereunder is tax exempt under Section 501 of the Code, and the Company is unaware of any individualfact or circumstances that would jeopardize the qualified status of each such Pension Plan or the tax exempt status of each trust created thereunder.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed in the Company SEC Reports, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain or contribute to or have any obligation or liability to or with respect to any material employee benefit plans, programs, policies arrangements or practices (such plans, programs, arrangements or practices of the Company and arrangements, whether written or unwritten (its subsidiaries being referred to as the “Company Plans”"COMPANY PLANS"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of ERISA, any subsidiary or any other corporation or business which is now or at similar material arrangements for the relevant time was a member provision of a controlled group of companies or trades or businesses including benefits. Neither the Company nor any of its subsidiaries maintains or has any subsidiary, financial or funding liability with respect to any "Multi-employer Plan" within the meaning of section 414 Section 3(37) of ERISA or "Multiple Employer Plan" within the meaning of Section 413(c) of the Internal Revenue Code Code. Neither the Company nor any of 1986its subsidiaries has any obligation to create or contribute to any additional such plan, program, arrangement or practice or to amend any such plan, program, arrangement or practice so as amended (to increase benefits or contributions thereunder, except as required under the “Code”)terms of the Company Plans, maintain under existing collective bargaining agreements or have maintained on behalf to comply with applicable law. Neither the Company nor any of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelits subsidiaries has any obligation to contribute to any plan subject to Title IV of ERISA. (b) Except as disclosed in the Company SEC Reports, (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, Code with respect to any of the Company Plans; Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Company Material Adverse Effect, (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether iii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "qualified" status of Labor such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (iv) to the best knowledge of the Company and its subsidiaries, there are no material pending, threatened or otherwiseanticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course, and (v) no act, omission or transaction (individually or in the aggregate) has occurred with respect to any Company Plan that has resulted or could result in any material liability (direct or indirect) of the Company or any subsidiary under Sections 409 or 502(c)(i) or (l) of ERISA or Chapter 43 of Subtitle (A) of the Code. Except as set forth in the Company Disclosure Schedule, each Company Plan can be unilaterally terminated by the Company or a subsidiary at any time without material liability, other than for amounts previously reflected in the financial statements (or notes thereto) included in the Company SEC Reports. (c) The Company SEC Reports, together with the Company Disclosure Schedule, contain a true and complete summary or list of or otherwise describe all material employment contracts and other employee benefit arrangements with "change of control" or similar provisions and all severance agreements with executive officers. (d) There are no facts exist agreements which will or may provide payments to any officer, employee, stockholder, or highly compensated individual which will be "parachute payments" under which any such actions, suits Code Section 280G that are nondeductible to the Company or claims are likely subject to be brought or tax under Code Section 4999 for which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which ERISA Affiliate would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualwithholding liability.

Employee Benefit Plans; ERISA. (a) Section 4.13(a) of the Company Disclosure Schedule 4 hereto sets forth lists (i) each plan, program, arrangement, practice and policy, whether formal or informal, funded or unfunded, written or oral, under which any current or former officer, employee, consultant, advisor, independent contractor or director of the Company or a trueSubsidiary of the Company has any right to employment or service, correct to purchase or receive any stock or other securities of the Company or a Subsidiary of the Company or any ERISA Affiliate or to receive or have the right to receive in the future any compensation (whether in the form of cash or stock or otherwise) or benefits of any kind or description whatsoever in any amount in excess of $25,000 or under which the Company or a Subsidiary of the Company or any ERISA Affiliate has any liability in excess of $25,000, and complete list of all (ii) each employee benefit plansplan within the meaning set forth in Section 3(3) of ERISA under which the Company or a Subsidiary or any ERISA Affiliate has any liability (collectively, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member . Section 4.13(a) of a controlled group of companies or trades or businesses including the Company or any subsidiary, within Disclosure Schedule identifies the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelCompany Plans pursuant to which Company Stock Options may be granted. (b) The Company has made available to Parent (i) There has been no prohibited transaction within the meaning a current, complete and accurate copy of Section 406 each Company Plan which is set forth in writing (and any related trust, insurance Contract or other funding arrangement) and a written summary of each Company Plan which is not set forth in writing, and (ii) a copy of the Employee Retirement Income Security Act three (3) most recent Annual Reports (Form 5500) and all related exhibits and reports for each Company Plan which is subject to ERISA. (c) No Company Plan is subject to Title IV of 1974, as amended (“ERISA”), ERISA or Section 4975 412 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37414(f) of ERISAthe Code or a plan described in Section 413(c) of the Code. Neither the Company nor any subsidiary Subsidiary of the Company nor any ERISA Affiliate has announcedany liability under Title IV of ERISA. (d) There have been no prohibited transactions within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code with respect to any of the Company Plans that could be reasonably expected to be material to the Company or its Subsidiaries, proposed and there has been no other event with respect to any Company Plan that could reasonably be expected material to the Company or agreed its Subsidiaries. (e) Each Company Plan which is intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service, has pending an application for such a determination letter from the Internal Revenue Service or is entitled to rely on a prototype plan opinion letter, and the Company is not aware of any reason likely to result in the revocation of any such letter or in the Internal Revenue Service declining to issue a favorable determination letter on a pending application. The Company has made available to Parent a copy of the most recent Internal Revenue Service favorable determination or opinion letter with respect to each such Company Plan or a copy of the application to the Internal Revenue Service, as applicable. (f) Each Company Plan has been established, maintained and administered in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (g) Except as set forth on Section 4.13(g) of the Company Disclosure Schedule, the consummation of the Transactions will not (either alone or together with any other event, including, any termination of employment) entitle any current or former officer, employee, director or other independent contractor of the Company or a Subsidiary of the Company to any change in control payment or benefit, transaction bonus or similar benefit or severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. . (h) Neither the Company nor any subsidiary Subsidiary of the Company has incurred any liability in respect of post-retirement health, medical or life insurance benefits for the misclassification of employees as leased employees any current or former officer, employee, director or independent contractors. Except contractor except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation required to avoid excise Tax under Section 4980B of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not Code. (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional All contributions and other payment due from the Company or any subsidiary Subsidiary of the Company with respect to each Company Plan have been made or paid in full or are shown in the Company Reports, and all of the assets which have been set aside in a trust, escrow account or insurance company separate account to satisfy any obligations under any Company Plan are shown on the books and records of each such trust or account at their current fair market value as of the most recent valuation date for such trust or account, and the fair market value of all such assets as of each such valuation date equals or exceeds the present value of any obligation under any Company Plan. (includingj) There are no pending or, without limitationto the Knowledge of the Company, severancethreatened claims with respect to a Company Plan (other than routine and reasonable claims for benefits made in the ordinary course of the plan’s operations) or with respect to the terms and conditions of employment or termination of employment of any current or former officer, golden parachute employee or bonus payments independent contractor of the Company or otherwise)a Subsidiary of the Company, which claims could reasonably be expected to result in any material liability to the Company or a Subsidiary of the Company, and no audit by any domestic or foreign governmental or other law enforcement agency is pending or, to the Knowledge of the Company, has been proposed with respect to any Company Plan. (k) Each Person who performs, or has performed, services for the Company or a Subsidiary of the Company as an employee or as an independent contractor is, or has been, properly classified as an employee or as an independent contractor, except where failure to properly classify such Person(s) would not be material to the Company. (Bl) accelerate Vesting for options which are outstanding under Company Stock Option Plans, including accelerated vesting which will occur prior to the vesting Effective Time, has been effected in accordance with the terms of the Company Stock Option Plans and with all applicable laws, and to the extent required to be registered pursuant to the Securities Act on a Form S-8, the interests in or timing shares available for issuance under such Company Stock Option Plans are so registered. (m) Section 4.13(m) of payment the Company Disclosure Schedule sets forth a list of all severance plans or policies maintained by the Company or any Subsidiary of the Company or any ERISA Affiliate for the benefit of any employee of the Company or any Subsidiary of the Company. (n) No Company Plan maintained or adopted by the Company or any Subsidiary of the Company for the benefits or compensation payable in respect of any individualemployer, officer, director, consultant, advisor, or independent contractor outside the United States (each, an “International Company Plan”) has unfunded liabilities that as of the Effective Time will not be offset by insurance or fully accrued. Section 4.13(n) of the Company Disclosure Schedule sets forth, to the extent applicable, each International Company Plan that has been approved by the relevant taxation and other Governmental Entities so as to enable: (i) the Company and the participants and beneficiaries under the relevant International Company Plan and (ii) in the case of any International Company Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Company Plan”) the assets held for the purposes of the Funded Company Employee Plans, to enjoy favorable taxation status under applicable laws relating to employee benefit plans. The Company is not aware of any ground on which any such approval may cease to apply.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets Except as set forth a true, correct and complete list in Section 2.15(a) of all the Company Disclosure Schedule: (a) All employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction plans within the meaning of Section 406 3(3) of the Employee Employment Retirement Income Security Act of 1974, as amended (“"ERISA”"), and all stock purchase, stock option, severance, retention, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan, multiemployer and all other employee benefit plans, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future), whether formal or informal, oral or written, legally binding or not (collectively, "PLANS"), under which (i) any current or former employee, director or consultant of the Company or its Subsidiaries (the "COMPANY EMPLOYEES") has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has had or has any present or future liability (collectively, the "COMPANY PLANS") are in compliance with, and have been established, administered and operated in accordance with, the terms of such Company Plans and applicable Law, except for any failure to so comply, administer or operate the Company Plans that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Plans that are maintained by the Company or any of its Subsidiaries at any time since January 1, 2002 (collectively, the "COMPANY MAINTAINED PLANS") are set forth in Section 2.15(a) of the Company Disclosure Schedule. With respect to each Company Plan (other than any Company Non-U.S. Plan, each of which shall be made available to Parent by the Company within 30 days after the receipt by the Company of a written request from Parent for such plan), the Company has made available to Parent a true, correct and complete copy of: (i) each writing constituting a part of such Company Plan, including without limitation all plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. (b) The Internal Revenue Service has issued a determination or opinion letter to the effect that each such Company Maintained Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified. Except as could not, individually or in the aggregate, result in a Company Material Adverse Effect, (i) no event has occurred, and no condition exists, that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "CONTROLLED GROUP" (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by applicable Law; (ii) neither the Company nor any of its Subsidiaries has engaged in any nonexempt prohibited transactions in connection with any Company Maintained Plan (or its related trust) with respect to which the Company or its Subsidiaries or any officer, director, employee of the Company or any of its Subsidiaries would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each neither the Company nor its Subsidiaries has incurred any liability under the fiduciary provisions of ERISA. No Company Maintained Plan that is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any "accumulated funded deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. None of the Company Plans or its Subsidiaries has been operated and administered participated in all material respects or contributed to any multiemployer plan as defined in accordance Section 3(37) of ERISA at any time during the prior six (6) years. Neither the Company nor any of its Subsidiaries has incurred or could reasonably be expected to incur any liability with all applicable lawsrespect to any Company Maintained Plan that is subject to Title IV of ERISA, including ERISA. There are except for any liability that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) With respect to any Company Plan, except as would not, individually or in the aggregate, result in a Company Material Adverse Effect, no (i) actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, benefits in the Internal Revenue Service, the Department of Labor ordinary course) are pending or otherwise, with respect threatened and (ii) facts or circumstances exist that could give rise to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than claims. (d) Except as set forth in the ordinary course. None Section 2.15(d) of the Company Plans is Disclosure Schedule, no Company Maintained Plan exists that, as a result of the execution of this Agreement or was the transactions contemplated by this Agreement or any prior acquisitions or reorganizations of the Company (or any of its affiliates) (whether alone or in connection with any subsequent event(s)), could result in the (i) payment to any Company Employee of any money or other property; (ii) provision of any benefits or other rights of any Company Employee; or (iii) increase, acceleration or provision of any payments, benefits or other rights (whether or not a multiemployer plan "parachute payment" within the meaning of Section 3(37280G of the Code) to any Company Employee. (e) Except as set forth in Section 2.15(e)-1 of the Company Disclosure Schedule, all Company Maintained Plans maintained outside the United States (collectively, the "COMPANY NON-U.S. PLANS") are in compliance with, and have been established, administered and operated in accordance with, the terms of such Company Non-U.S. Plans and applicable Law, except for any failure to so comply, establish, administer or operate the Company Non-U.S. Plans as would not reasonably be expected to have a Company Material Adverse Effect. All such Company Non-U.S. Plans are set forth in Section 2.15(e) of ERISA. Neither the Company nor any subsidiary has announced, proposed Disclosure Schedule. All contributions or agreed other payments which are due with respect to any change in benefits under any each Company Non-U.S. Plan or the establishment of any new Company Plan. There have been made in full and there are no changes funding deficiencies thereunder, except to the extent any such events would not, individually or in the operation aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) The Company and its Subsidiaries have no liability for life, health, medical or interpretation other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of any Company Plan since the most recent annual report, which would have any material effect on the cost Code or Part 6 of operating, maintaining or providing benefits under such Company Plan. Neither Title I of ERISA and at no expense to the Company nor any subsidiary and its Subsidiaries. (g) The Company has incurred any liability for the misclassification of employees caused its 2005 Severance Pay Plan to be amended as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation set forth on Section 2.15(g) of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualDisclosure Schedule.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto sets forth a true4.8(a) lists each Plan. Elite has made available to Mattress Firm and Newco complete copies of each of the Plans, correct and complete list of including all employee benefit plansamendments to date, programsthe summary plan description for each Plan, policies and arrangementsany insurance contract, whether written trust agreement or unwritten other funding arrangement related to any Plan, any actuarial valuation for an Plan, the most recent IRS determination letter for the Plan (the “Company Plans”if applicable), that the Companyannual report on Form 5500 Series (including all attachments and schedules) for the three most recent Plan years for each Plan required to file such forms, and a list showing all former employees or dependents of employees or former employees currently on COBRA or similar continuation coverage under any subsidiary Plan. No Plan provides benefits to individuals other than employees or Elite and their dependants and beneficiaries. (b) Each of the Plans complies with the applicable provisions of ERISA, the Code and any other corporation applicable law or business which is now or at regulation, and has been administered in accordance with ERISA, the relevant time was a member terms of a controlled group the Plan and, where applicable, the Code. Each of companies or trades or businesses including the Company or any subsidiary, Plans intended to be “qualified” within the meaning of section 414 of Code Sections 401(a), 403(a) or 501(c)(9) has received a timely determination letter or approval letter from the Internal Revenue Code of 1986Service that it is so qualified and has, as amended (in fact, been continuously qualified under the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 applicable section of the Employee Retirement Income Security Act Code since the effective date of 1974such Plan. Neither Elite nor any Stockholder has Knowledge of any facts, as amended (“ERISA”), circumstances or Section 4975 omissions that would materially adversely affect such qualification. None of the CodePlans is subject to Title IV of ERISA. No “reportable event,” as such term is defined in Section 4043(b) of ERISA, has occurred with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISAPlan. There are no actionspending or, suits or to the Knowledge of Elite and each Stockholder, threatened claims pending or threatened (other than routine claims for benefits), actions, suits or proceedings by, on behalf of or against any of the Plans or any trusts related thereto or any fiduciary thereof. (c) No Plan provides benefits including, without limitation, death or medical benefits (whether by participants, the Internal Revenue Service, the Department of Labor or otherwisenot insured), with respect to any Company Plan and no facts exist employees or former employees of Elite beyond their retirement or other termination of service (other than (i) coverage mandated by applicable law, or (ii) death benefits or retirement benefits under which any “employee pension plan,” as that term is defined in Section 3(2) of ERISA). (d) With respect to each Plan, neither Elite nor any ERISA Affiliate thereof has engaged in a “prohibited transaction” (as such actionsterm is defined in Section 4975 or Section 406 of ERISA) that would subject Elite, suits or claims are likely to be brought Mattress Firm or under which the Company Newco or any subsidiary could incur of their respective Affiliates, directly or indirectly, to any liability taxes, penalties or other liabilities resulting from prohibited transactions under Code Section 4975 or Sections 409 or 502(i) of ERISA. (e) Elite has complied with the notice and continuation of coverage requirements of Code Section 4980B and the regulations thereunder, or of any similar state law or regulation, with respect to a Company each Plan other than in the ordinary course. None of the Company Plans is that is, or was during any taxable year of Elite for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a multiemployer group health plan within the meaning of Section 3(374980B(g) of ERISA. . (f) No Plan has incurred an “accumulated funding deficiency” (as defined in Section 302(a) of ERISA or Code Section 412(a)), whether or not waived. (g) Neither the Company Elite nor any subsidiary ERISA Affiliate has announcedincurred or would incur a “withdrawal” or “partial withdrawal,” as defined in Sections 4203 and 4205 of ERISA, proposed from any Plan that has resulted or agreed would result in a withdrawal liability of Elite or any ERISA Affiliate under such Plan. (h) On and after the Closing Date, neither Mattress Firm nor any of its Affiliates will have any liability related to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets There are no Company Plans except as set forth on Section 3.18 of the Company Disclosure Schedule. With respect to each Company Plan, to the extent applicable: (a) each of the Company Plans is, and its administration is and has been in material compliance with, and neither the Company nor any of its Subsidiaries has received any claim or notice that any such Company Plan is not in material compliance with, its terms and all applicable laws, regulations, rulings and other authority issued thereunder and all other applicable governmental laws, regulations and orders, and prohibited transaction exemptions, including, without limitation, the requirements of ERISA and all tax rules for which favorable tax treatment is intended, bonding requirements and requirements for the filing of applicable reports, documents, and notices with the Secretary of Labor or the Secretary of the Treasury and the furnishing of documents to the participants and beneficiaries (and other individuals entitled to such documents) of each such Plan; (b) neither the Company nor any ERISA Affiliate sponsors, contributes to, maintains or has any liability (whether contingent or otherwise) under or with respect to (i) a true, correct and complete list "multiemployer plan" (as defined in Section 4001(a)(3) of all ERISA) or (ii) an employee benefit plansplan subject to Part 3 of Title I of ERISA, programsor Section 412 of the Code, policies or Title IV of ERISA, or Section 4043(c) of ERISA; (c) all contributions, premiums and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary other payments required by law or any Plan or applicable collective bargaining agreement to have been made under any such Plan to any fund, trust or account established thereunder or in connection therewith have been made by the due date thereof, and any and all contributions, premiums and other corporation payments with respect to compensation or business which is now service before and through the Closing, or at otherwise with respect to periods before and through the relevant time was a member Closing, due from any of a controlled group of companies or trades or businesses including the Company or any subsidiaryof its Affiliates to, within under or on account of each Company Plan shall have been paid prior to Closing or accrued in accordance with GAAP applied on a basis consistent with that of preceding accounting periods; (d) each of the meaning Company Plans which is intended to be tax-qualified under Section 401(a) of section 414 of the Code has been determined by the Internal Revenue Code Service to be so qualified and such determination has not been modified, revoked or limited, and no circumstances have occurred that would reasonably be expected to adversely affect the tax-qualified status of 1986any such Company Plan; (e) there is no suit, as amended (the “Code”)action, maintain dispute, claim, arbitration or have maintained on behalf of current or former memberslegal, partners, principals, directors, officers, managers, employees, consultants administrative or other personnel.proceeding or governmental investigation pending, or, to the Company's knowledge, threatened, alleging any breach of the terms of any such Company Plan or of any fiduciary duties thereunder or violation of any applicable law with respect to any such Company Plan; (if) There has been no prohibited transaction within neither the meaning Company nor any of Section 406 its Subsidiaries is in default in performing any of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), its contractual or Section 4975 of the Code, legal obligations under or with respect to any of the Company Plans; Plans or any related trust agreement or insurance contract; (iig) none neither the Company nor any of its Subsidiaries nor has any "party in interest" (as defined in Section 3(14) of ERISA) or any "disqualified person" (as defined in Section 4975 of the Code) with respect to any such Company Plans is or was subject to Plan, has engaged in a non-exempt "prohibited transaction" within the meaning of Section 412 4975 of the Code or Section 302 406 of ERISA; (h) (i) no Company Plan that is a "welfare benefit plan" as defined in Section 3(1) of ERISA provides for continuing benefits or Title IV coverage for any participant or beneficiary or covered dependent of a participant after such participant's termination of employment, except to the extent required by law; (ii) there has been no violation of Section 4980B of the Code or Sections 601 through 608 of ERISA with respect to any such Plan that could result in any material liability; (iii) no such Company Plans are "multiple employer welfare arrangements" within the meaning of Section 3(40) of ERISA; and (iv) all Company Plans which provide medical, dental health or long-term disability benefits are fully insured and claims with respect to any participant or covered dependent under such Company Plan could not result in any uninsured liability to the Company (or the Surviving Corporation following the Merger), any of its Subsidiaries or Inveresk or any of its subsidiaries or Affiliates (including Acquisition); (i) with respect to each such Company Plan, true, correct, and complete copies of the applicable following documents have been delivered or made available to Inveresk: (i) all current Company Plan documents and related trust documents, and any amendment thereto; (ii) Forms 5500, to the extent applicable, financial statements and actuarial reports for the last three Plan years; (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the most recently issued Internal Revenue ServiceService determination letter; and (iv) summary plan descriptions and all summaries of material modifications thereto; (j) Without limiting any other provision of this Section 3.18, the Department of Labor or otherwiseno event has occurred and no condition exists, with respect to any Company Plan and no facts exist under which any such actionsPlan, suits that has subjected or claims are likely to be brought or under which could subject Inveresk, Acquisition, the Company or any subsidiary could incur of its Subsidiaries, or any of their respective Affiliates or any Company Plan or any successor thereto, to any tax, fine, penalty or other liability (other than, in the case of the Company, any Subsidiary and the Company Plans, a liability arising in the normal course to make contributions or payments, as applicable, when ordinarily due under a Company Plan with respect to employees of the Company and its Subsidiaries). No Plan other than a Company Plan is or will be directly or indirectly binding on Inveresk or any of its Affiliates by virtue of the transactions contemplated hereby. Inveresk, and its Affiliates, including on and after the Closing, the Company and its Subsidiaries, shall have no liability for, under, with respect to or otherwise in connection with any Plan other than in a Company Plan, which liability arises under ERISA or the ordinary course. None Code, by virtue of the Company Plans or any of its Subsidiaries being aggregated in a controlled group or affiliated service group with any ERISA Affiliate for purposes of ERISA or the Code at any relevant time prior to the Closing. No Plan exists which could result in the payment of money or any other property or rights, or accelerate or provide any other rights or benefits, to any current or former employee of the Company or any of its Subsidiaries (or other current or former service provider thereto) that would not have been required but for the transactions provided for herein, and none of the Company or any of its Subsidiaries, nor any of their respective Affiliates, is a party to any Plan, program, arrangement or was a multiemployer plan understanding that would result, separately or in the aggregate, in the payment (whether in connection with any termination of employment or otherwise) of any "excess parachute payment" within the meaning of Section 3(37) 280G of ERISA. Neither the Code with respect to a current or former employee of, or current or former independent contractor to, any of the Company nor or any subsidiary has announced, proposed or agreed to any change in benefits under any of its Subsidiaries. Each Company Plan may be amended and terminated in accordance with its terms, and, each such Plan provides for the unrestricted right of the Company or the establishment of any new Company Plan. There have been no changes in the operation a Subsidiary (as applicable) to amend or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under terminate such Company Plan. Neither the Company nor Company, any subsidiary has incurred of its Subsidiaries, Inveresk or any of their respective Affiliates will have any liability for under the misclassification of employees Workers Adjustment and Retraining Notification Act, as leased employees amended, with respect to any events occurring or independent contractors. Except as provided for conditions existing on or prior to Closing. (k) The representations and warranties in this Subscription Agreement Section 3.18 and in Section 3.19 are the other Offering Documents, the consummation of the transactions contemplated sole and exclusive representations and warranties made by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate with respect to the vesting or timing of payment of any benefits or compensation payable in respect of any individualCompany Plans and ERISA matters.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Except for the Company Share Incentive Plans and mandatory social insurance required by applicable Law, neither the Company nor any of its Subsidiaries maintains or contributes to, has made any plan or commitment to, whether legally binding or not, or has any liability, direct or indirect, contingent or otherwise (including, without limitation, a trueliability arising out of an indemnification, correct and complete list of all guarantee, hold harmless or similar agreement) with respect to, any material employment, consulting, severance pay, termination pay, retirement, deferred compensation, retention or change in control plan, program, arrangement, agreement or commitment, or an executive compensation, incentive bonus or other bonus, pension, share option, restricted share or equity-based, profit sharing, savings, life, health, disability, accident, medical, insurance, vacation, or other employee benefit plansplan, programsprogram, policies and arrangementsarrangement, whether written agreement, fund or unwritten (the commitment, including any “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, employee benefit plan” as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (idefined in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), providing benefits to any current or Section 4975 former Employee of the Code, Company or any of its Subsidiaries or any current or former Employee of any entity with respect to any which the Company or its Subsidiaries is a successor (collectively, the “Company Benefit Plans”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been maintained and administered in accordance with its terms and true and complete copies of each Company Benefit Plan (or a summary thereof, if the Company Benefit Plan is not in writing), including all amendments thereto, have been provided or made available to Parent. (b) None of the Company PlansBenefit Plans was or is subject to ERISA. (c) With respect to each Company Benefit Plan, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each document prepared in connection therewith complies with applicable Law; (ii) none of such Company Benefit Plan has been operated in accordance with its terms, applicable Law, and, to the Company Plans is or was subject extent applicable, in accordance with generally accepted accounting practices in the applicable jurisdiction applied to Section 412 of the Code or Section 302 or Title IV of ERISAsuch matters; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There there are no actionspending or, suits or claims pending or to the Company’s knowledge, threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, Proceedings with respect to any such Company Benefit Plan or against the assets of such Company Benefit Plan, and no facts exist under which any such actionscircumstance, suits fact or claims are likely to be brought or under which the Company or any subsidiary event exists that could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount default under or violation of compensation or benefits or any additional payment from the such Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualBenefit Plan.

Employee Benefit Plans; ERISA. (a) Section 3.8(a) of the Company Disclosure Schedule 4 hereto sets forth contains a true, complete and correct and complete list of all each employee benefit plansplan (as defined in Section 3(3) of ERISA) and each other benefit or compensation plan, programsprogram, policies and arrangementspolicy, whether written practice, arrangement or unwritten (the “Company Plans”)contract of any kind maintained, that the Companysponsored, any subsidiary contributed or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including required to be contributed to by the Company or any subsidiary, of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any material current or potential liability or obligation. Each item listed in Section 3.8(a) of the Company Disclosure Schedule is referred to herein as a “Benefit Plan.” (b) Each Benefit Plan that is intended to be qualified within the meaning of section 414 Section 401(a) of the Internal Revenue Code is a prototype plan and is entitled to rely on an opinion letter from the IRS that such Benefit Plan is qualified in form under Section 401(a) of 1986the Code, and nothing has occurred since the date of such IRS opinion letter that could adversely affect the qualification of such Benefit Plan. Each such Benefit Plan has been timely amended to comply with the legislation commonly referred to as amended “GUST” and “EGTRRA.” (c) None of the Company, its Subsidiaries or any ERISA Affiliate has any current or potential liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA. None of the Company, its Subsidiaries or any ERISA Affiliate has any current or potential liability or obligation (including any liability on account of a “partial withdrawal” or a “complete withdrawal” within the meaning of Sections 4205 and 4203 or ERISA, respectively) under or with respect to (i) any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) that is subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code”, or (ii) any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Neither the Company nor any of its Subsidiaries maintains, sponsors, contributes to or has any current or potential obligation or liability under or with respect to (A) any “multiple employer plan” (as defined in Section 210 of ERISA or Section 413(c) of the Code), maintain (B) any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or have maintained (C) except as disclosed on behalf Section 3.8(c) of current the Company Disclosure Schedule, any plan or former members, partners, principals, directors, officers, managers, employees, consultants arrangement that provides for post-employment or post-termination health or life insurance or other personnelwelfare or welfare-type benefits to any Person. The Company, its Subsidiaries and the ERISA Affiliates have complied with the requirements of COBRA. (d) Each Benefit Plan and any related trust, insurance contract or fund has been maintained, funded and administered in compliance in all material respects with its respective terms and in compliance in all material respects with all applicable laws, including ERISA and the Code. (e) With respect to each Benefit Plan, the Company has provided to Parent and the Purchaser true, complete and correct copies of (to the extent applicable) (i) all documents pursuant to which the Benefit Plan is maintained, funded and administered, (ii) the most recent annual report (Form 5500 series) filed with the IRS (with applicable attachments), (iii) the most recent financial statements, and (iv) the most recent summary plan description provided to participants. (f) With respect to each Benefit Plan, all required or recommended premium payments, contributions, distributions, reimbursements and accruals for all periods (or partial periods) ending prior to or as of the Closing shall have been made or properly accrued. None of the Benefit Plans has any material unfunded liabilities. (g) There has been no prohibited transaction within the meaning of (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, ) or breach of fiduciary duty (as determined under ERISA) with respect to any of the Company Plans; (ii) none of the Company Plans is Benefit Plan. No action, suit, proceeding, hearing, audit or was subject investigation with respect to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened any Benefit Plan (other than routine claims for benefits)) is pending or, whether by participantsto the Company’s knowledge, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None threatened. (h) Except as disclosed on Section 3.8(h) of the Company Plans is or was a multiemployer plan within Disclosure Schedule, neither the meaning execution and delivery of Section 3(37) of ERISA. Neither the Company this Agreement, nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions Transactions contemplated by this Subscription Agreement, hereby (either alone or in combination conjunction with another any other event, ) will not (Ai) result in any individual payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming entitled due to any Person under any Benefit Plan, (ii) increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable under any Benefit Plan, or (iii) result in respect the acceleration of the time of payment or vesting of any individualsuch benefits or compensation.

Employee Benefit Plans; ERISA. (a) Section 4.13(a) of the Company Disclosure Schedule 4 hereto sets forth includes a complete list of each employee benefit plan, program or policy providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its subsidiaries or to which the Company or any of its subsidiaries contributes or is obligated to contribute (other than those programs or policies that do not provide material benefits and other than employee benefit plans, programs or policies providing benefits to non-U.S. employees of the Company), including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA, and including any "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA (a "Multiemployer Plan")) and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, stock based, severance, employment, change of control or fringe benefit agreement, plan, program or policy (collectively, the "Company Employee Benefit Plans"). (b) With respect to each Company Employee Benefit Plan other than a Multiemployer Plan (a "Company Plan"), the Company has delivered or made available to Parent a true, correct and complete list of copy of: (i) all employee benefit plansplan documents and trust agreements; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, programsif any; (iii) the current summary plan description, policies if any; (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and arrangements(vi) the most recent determination letter from the IRS, whether written if any. Except as specifically provided in the foregoing documents, or unwritten (the “in other documents, delivered or made available to Parent, there are no amendments to any Company Plans”), Plan that the Company, any subsidiary have been adopted or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelapproved. (ic) There The IRS has been no prohibited transaction issued a favorable determination letter with respect to each Plan that is intended to be a "qualified plan" within the meaning of Section 406 401(a) of the Employee Retirement Income Security Act Code (a "Qualified Plan") and its related trust that has not been revoked, and there are no circumstances and no events have occurred that would reasonably be expected to result in a revocation of 1974such letter, which cannot be cured without a Company Material Adverse Effect. (d) Except as amended is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect: (“ERISA”)i) the Company and its subsidiaries have complied, or Section 4975 of the Codeand are now in compliance, with respect all provisions of ERISA, the Code and all laws and regulations applicable to any of the Company PlansEmployee Benefit Plans and each Company Plan has been administered in all material respects in accordance with its terms; (ii) none of the Company Plans is or was subject to and its subsidiaries nor any other person, including any fiduciary, has engaged in any "prohibited transaction" (as defined in Section 412 4975 of the Code or Section 302 406 of ERISA), which could subject any of the Company Employee Benefit Plans or Title IV their related trusts, the Company, any of its subsidiaries or any person that the Company or any of its subsidiaries has an obligation to indemnify, to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA; and (iii) each there are no pending or, to the Company's knowledge, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans has been operated and administered which could reasonably be expected to result in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits any liability of the Company or claims pending or threatened (other than routine claims for benefits), whether by participants, any of its subsidiaries to the Internal Revenue ServicePension Benefit Guaranty Corporation, the Department of Labor or otherwiseTreasury, with respect to the Department of Labor, any Company Multiemployer Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37Plan. (e) of ERISA. Neither the Company execution and delivery of this Agreement nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreementhereby will result in, either alone cause the accelerated vesting, funding or in combination with another eventdelivery of, will not (A) result in or increase the amount or value of, any individual becoming entitled material payment or benefit to any increase in the amount employee, officer or director of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise)of its subsidiaries, or result in any limitation on the right of the Company or any of its subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Employee Benefit Plan or related trust. (Bf) accelerate No Company Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the vesting Code, and none of the Company and its subsidiaries, nor any of their respective ERISA Affiliates, has, at any time during the last six years contributed to or timing been obligated to contribute to any plan subject to Title IV of payment of any benefits or compensation payable in respect of any individualERISA.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto sets forth 2.16(a) includes a complete list of all bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance, termination pay, welfare and other employee benefit plans, agreements and arrangements, labor agreements, trusts, funds and other arrangements in effect as of the date hereof for the benefit or welfare of any director, officer, employee or former employee of NA or NIG or pursuant to which NA or NIG has any liability, contingent or otherwise (a "Company Plan"). Except as otherwise disclosed in Schedule 2.16(a), each Company Plan is in compliance with all Applicable Laws including ERISA and the Code. No Company Plan is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 or 4971 of the Code. No Company Plan is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a "Multiple Employer Plan"), nor has NA or NIG or any ERISA Affiliate, at any time within the preceding six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. (b) Buyer has had an opportunity to examine the records of, and request information concerning the Company Plans and, with respect to each such request, Company has delivered or made available to Buyer a true, correct and complete list copy of each of the following to Buyer's satisfaction: (i) each writing constituting a part of such Company Plan, including without limitation all employee plan documents, benefit plansschedules, programstrust agreements, policies and arrangementsinsurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, whether written if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; and (v) the most recent determination letter from the IRS, if any. Except as specifically provided in this Agreement or unwritten (the “foregoing documents delivered or made available to Buyer, there are no amendments to any Company Plans”), Plan that the Company, any subsidiary have been adopted or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including approved nor has the Company or undertaken to make any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelsuch amendments. (ic) There has been no prohibited transaction Schedule 2.16(c) identifies each Company Plan that is intended to be a "qualified plan" within the meaning of Section 406 401(a) of the Employee Retirement Income Security Act of 1974, as amended Code (“ERISA”"Qualified Plans"), or Section 4975 of the Code, . The IRS has issued a favorable determination letter with respect to each Qualified Plan that has not been revoked, and there are no existing circumstances nor any events that have occurred since the date of such determination letter that could reasonably be expected to affect adversely the qualified status of any Qualified Plan or the related trust. No Company Plan is intended to meet the requirements of Code Section 501(c)(9). (d) All contributions required to be made to any Company Plan by Applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Company Financial Statements. (e) There does not now exist, nor do any circumstances exist that are reasonably likely to result in, any Controlled Group Liability following the Closing. Without limiting the generality of the foregoing, neither the Company nor any ERISA Affiliate has engaged in any transaction described in Section 4069, 4204 or 4212 of ERISA. (f) The Company has no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to the Company other than administrative expense. (g) Except as provided in this Agreement or the Amended and Restated Closing Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any employee of the Company. (h) There are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans; (ii) none Plans which could reasonably be expected to result in any material liability of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participantsPension Benefit Guaranty Corporation, the Internal Revenue ServiceDepartment of Treasury, the Department of Labor or any multiemployer plan. (i) Set forth on Schedule 2.16(i) is an accounting of all obligations, contingent or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which of the Company or any subsidiary could incur any liability with respect to a Company Plan (other than obligations to pay base salary in the ordinary course. None course of business consistent with past practice) owing or payable to, or on behalf of, employees or former employees of the Company Plans is that are not accrued or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither otherwise reflected on the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualBalance Sheets.

Employee Benefit Plans; ERISA. (a) Section 2.16(a) of the Company Disclosure Schedule 4 hereto sets forth includes a list of all employee benefit, compensation, bonus, incentive, deferred compensation, capital appreciation, pension, profit sharing, retirement, option, equity or equity-based, employment, change of control, severance, reduction-in-force, termination pay or similar plans, programs, policies, practices, arrangements or agreements, and all life, hospitalization, medical or other welfare or employee benefit insurance or fringe benefit plans, programs, policies, practices, arrangements or agreements in effect as of the date hereof that are sponsored or maintained by the Company, Parent, Holdings or OMAM or to which the Company, Parent, Holdings or OMAM contributes or is obligated to contribute, pay premiums or make other payments, whether actual or contingent, with respect to or on behalf of current or former employees of the Company (the "Plans"). Section 2.16(a) of the Company Disclosure Schedule identifies each Plan as either (i) a Plan maintained by the Company solely for the benefit of current or former employees of the Company or its subsidiaries ("Company Plan") or (ii) a Plan maintained by Parent, Holdings, OMAM or any of their respective Subsidiaries (other than the Company), but under which the Company is a participating employer. None of the Plans is subject to the laws of any jurisdiction outside of the United States. (b) With respect to each Plan, the Company has delivered to Buyer a true, correct and complete list copy of each writing constituting a part of such Plan, including without limitation all employee plan documents and amendments thereto, benefit plansschedules, programstrust agreements, policies insurance contracts and arrangementsother funding vehicles, whether written the most recent Form 5500 and accompanying schedules, if any, the current summary plan description and any material modifications thereto, if any, the most recent financial reports, if any, and the most recent determination letter from the IRS. Except as specifically provided in the foregoing documents delivered to Buyer, there are no amendments to any Plan that have been adopted or unwritten (the “Company Plans”)approved nor has Parent, that the CompanyHoldings, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including OMAM, the Company undertaken to make any such amendments or to adopt or approve any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelnew Plan. (ic) There The IRS has been no prohibited transaction issued a favorable determination letter with respect to each Plan that is intended to be a "qualified plan" within the meaning of Section 406 401(a) of the Employee Retirement Income Security Act of 1974, as amended Code (“ERISA”), or "Qualified Plans") that has not been revoked. Each trust created under any Qualified Plan is exempt under Section 4975 501(a) of the Code. There are no existing circumstances nor any events that have occurred nor any amendments to a Qualified Plan that have been adopted that are reasonably likely to affect adversely the qualified status of any Qualified Plan or the related trust. No Plan that is an employee pension benefit plan, with respect to any as defined in Section 3(2) of the Company Plans; (ii) none of the Company Plans ERISA is or was subject to Section 412 Title IV of the Code ERISA or Section 302 of ERISA or Title IV of ERISA; and (iii) each Section 412 or 4971 of the Company Plans Code. (d) Each Plan is in compliance in all material respects with all Applicable Laws, including ERISA and the Code, and each Plan has been operated and administered in all material respects in accordance with all applicable lawsits terms and Applicable Laws. To the Knowledge of the Old Mutual Parties there is not now, including nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any lien on the assets of the Company under ERISA or the Code. No Plan is, or during the six years prior to the date hereof has been, a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. Each Plan that is a "group health plan" (as defined in Section 607(l) of ERISA and Section 5000(b)(1) of the Code) has complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code. No Plan provides post-termination welfare benefits other than as required by law. (e) All contributions required to be made to any Plan by Applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Company Financial Statements. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of (including the forgiveness of indebtedness), any payment or benefit to any employee, officer or director of the Company, or result in any limitation on the right of the Company to amend, merge, terminate or receive a reversion of assets from any Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Parent, Holdings, OMAM or the Company in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 280G of the Code. (g) There are no actions, suits or pending claims pending or threatened (other than routine claims for benefitsbenefits in the ordinary course), whether lawsuits, investigations by participantsany Governmental Authority with respect to which notice has been given to any of the Old Mutual Parties, termination proceedings or arbitrations which have been asserted or instituted, or to the Knowledge of the Old Mutual Parties threatened or anticipated, against the Plans which could reasonably be expected to result in any material liability of the Company to the Pension Benefit Guaranty Corporation, the Internal Revenue ServiceDepartment of Treasury, the Department of Labor or otherwiseany Plan participant or beneficiary. (h) Since January 1, with respect to any Company Plan and no facts exist under which any such actions2001, suits or claims are likely to be brought or under which the Company has not increased the compensation or any subsidiary could incur any liability with respect to a Company Plan benefits (other than (i) regularly scheduled increases of welfare benefits (ii) changes in individual bonus amounts and (iii) regular annual merit-based increases in base salary, in each case in the ordinary course. None course of the Company Plans is or was business) provided pursuant to a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change Plan in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualrespect.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a (a) Each Company Benefit Plan is listed on Section 4.9(a) of the Company Disclosure Letter. The Company has made available to Parent true, complete and correct copies, as applicable, of: (i) each Company Benefit Plan document, related trust contracts, insurance contracts and complete list of all employee benefit plans, programs, policies and arrangementsall amendments thereto, whether written (ii) all current summary plan descriptions, (iii) the Form 5500 annual reports and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, (iv) any discrimination tests performed during the last two plan years and (v) summaries of any Company Benefit Plans for which there is not a plan document. Except to the extent specifically made available to Parent, as of the date hereof there are no material amendments to any Company Benefit Plan that have been adopted or unwritten (the “Company Plans”)approved, that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including nor has the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain its Subsidiaries committed or have maintained on behalf of current undertaken to make any such amendments or former members, partners, principals, directors, officers, managers, employees, consultants to adopt or other personnelapprove any new Company Benefit Plan. (ib) There Each Company Benefit Plan has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974established, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated maintained and administered in all material respects in accordance with all its terms and applicable lawsLaws, including ERISASection 409A of the Code to the extent applicable. There are no actions, suits or claims pending or threatened (other than routine claims for benefits)) pending, whether by participantsor to the knowledge of the Company, the Internal Revenue Service, the Department of Labor threatened or otherwise, anticipated with respect to any Company Benefit Plan. Each Company Benefit Plan that is an “employee pension benefit Plan” (as defined in Section 3(2) of ERISA) and intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has been adopted under a prototype plan or volume submitter plan approved by the United States Internal Revenue Service. No event has occurred and no facts circumstances exist that would adversely affect the tax qualification of such Company Benefit Plan, materially increase its cost or require security under which Section 436 of the Code. There are no pending audits, investigations or written inquiries by any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability Governmental Entity with respect to a the Company Benefit Plans. (c) Neither the Company nor any of its ERISA Affiliates maintains or, within the last six years, has maintained, contributes or, within the last six years, has contributed to, or has any obligation or liability (contingent or otherwise) with respect to (x) any Company Benefit Plan other than in the ordinary course. None that is subject to Section 302 or Title IV of ERISA or Section 412 of the Company Plans is or was Code, (y) a “multiemployer plan plan” within the meaning of Section 3(37) of ERISA. ERISA or (z) a “multiple employer plan” within the meaning of Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. (d) Neither the Company nor any subsidiary has announced, proposed execution or agreed to any change in benefits under any Company Plan delivery of this Agreement or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company Ancillary Agreements nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription AgreementTransactions will, either alone or in combination conjunction with another eventany other event (whether contingent or otherwise), will not (Ai) result in any individual material payment or benefit becoming due or payable, or required to be provided, to any officer, employee, director, consultant or independent contractor of the Company or any of its Subsidiaries, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such officer, employee, director, consultant or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation payable to, or forgiveness of any debt of any officer, employee, director, consultant or independent contractor or (iv) result in payments under any Company Benefit Plan that would not be deductible under Section 162(m) of the Code or Section 280G of the Code. No amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or its Subsidiaries in connection with the Transactions (either alone or in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code, or would constitute an “excess parachute payment” if such amounts were subject to the provisions of Section 280G of the Code. No Person is entitled to any increase in the amount of compensation or benefits or receive any additional payment from the Company or its Subsidiaries as a result of the imposition of a Tax under Section 4999 of the Code. (e) Neither the Company nor any subsidiary of its Subsidiaries has any material liability with respect to an obligation to provide health or other non-pension benefits to any employee of the Company or any of its Subsidiaries or any other individual beyond his or her retirement or termination of employment or services other than coverage mandated by Law. (includingf) Neither the Company nor any ERISA Affiliate has a material liability of any kind whatsoever, without limitationwhether direct, severanceindirect, golden parachute or bonus payments contingent or otherwise), (i) on account of any violation of the health care requirements of Part 6 or 7 of Title I of ERISA or Section 4980B or 4980D of the Code or (Bii) accelerate under Section 502(i) or 502(l) of ERISA or Section 4975 of the vesting or timing of payment of any benefits or compensation payable Code. (g) All material contributions required to be made under each Company Benefit Plan have been timely made and all obligations in respect of each Company Benefit Plan as of the date of this Agreement have been properly accrued and reflected in the financial statements. All premiums, fees and administrative expenses required to be paid under the Company Benefit Plans for the period on or before the Effective Time have been, or will be, paid by the Company prior to the Effective Time. (h) For each officer, director, employee, consultant or independent contractor of the Company and its Subsidiaries, Section 4.9(h) of the Company Disclosure Letter sets forth as of the date hereof the name, position, location, date of hire, current annual salary, hourly rate of pay, commission or bonus arrangement (as applicable), service credited for purposes of vesting and eligibility under any individualCompany Benefit Plan, current status as either active or on leave and, if on leave, the type and date of such leave. (i) Except as set forth on Section 4.9(i) of the Company Disclosure Letter, no condition exists that would prevent the Company or its Subsidiaries from amending or terminating any Company Benefit Plan without material cost. (j) Except as set forth on Section 4.9(j) of the Company Disclosure Letter, none of the Company Benefit Plans limits or restricts the Company’s ability to terminate the employment or service of any officer, director, employee, consultant or independent contractor of the Company for any reason without liability.

Employee Benefit Plans; ERISA. (i) Section 3.12(a)(i) of the Disclosure Schedule 4 hereto sets forth a true, correct contains an accurate and complete list of all plans, contracts, programs and arrangements, including, but not limited to, collective bargaining agreements, pensions, bonuses, deferred compensation, retirement, severance, hospitalization, insurance, salary continuation, and other employee benefit plans, programs, policies and programs or arrangements, whether written maintained currently or unwritten at any time within the previous five (5) years by any of the “Company Plans”), that the Company, any subsidiary Deco Companies or any other corporation or business which is now or at company related by ownership to any of the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, Deco Companies within the meaning of section 414 Code Section 414(b), (c) or (m) ("Related Company") or under which any of the Internal Revenue Code Deco Companies or any Related Company has had any obligations with respect to an employee of 1986, as amended any of the Deco Companies or of a Related Company (the “Code”"Plans"), maintain . (ii) None of the Deco Companies or have maintained on behalf any Related Company contributes or has any obligation to contribute 22 to any "multiemployer plans" within the meaning of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel3(37) of ERISA ("Multiemployer Plans"). (b) Seller has delivered to Buyer true and complete copies of the following: (i) There has been no prohibited transaction within all documents that set forth the meaning terms of Section 406 each Plan and of any related trust, including all amendments, plan descriptions and/or summary plan descriptions, whether required to be prepared and distributed to plan participants under ERISA; (ii) all collective bargaining agreements pursuant to which contributions have or are being made or obligations incurred for pension and/or welfare benefits by any of the Employee Retirement Income Security Act of 1974, as amended Deco Companies or any Related Company; (“ERISA”), or Section 4975 of the Code, iii) all registration statements filed with respect to any of the Company PlansPlan; (iiiv) none all insurance policies purchased to provide benefits under any Plan; (v) all contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that relate or related to any Plan; (vi) all notifications to employees of their rights under ERISA Section 601 et seq. and Code Section 4980B; (vii) the Company Plans is or was subject to Section 412 of Form 5500 filed for the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, three most recent plan years with respect to each Plan, including all schedules thereto and the opinions of independent accountants; (viii) all notices that were given by any Company Plan and no facts exist under which any such actionsof the Deco Companies, suits or claims are likely to be brought or under which the a Related Company or any subsidiary could incur Plan to the United States Internal Revenue Service ("IRS"), the United States Pension Benefit Guaranty Corporation ("PBGC") or the United States Department of Labor, pursuant to Governmental Regulation, within the four (4) years preceding the date of this Agreement, and all such notices that were required to be given by such agencies to any liability with respect to a Company Plan other than in the ordinary course. None of the Deco Companies, any Related Company Plans is or was a multiemployer plan any Plan, within the meaning of Section 3(37such time period; (ix) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled determination letter issued to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwisePlan which is intended to be tax-qualified under Code Section 401(a), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.; and

Employee Benefit Plans; ERISA. Schedule 4 hereto (a) Section 3.15(a) of the Disclosure Schedules sets forth a true, correct and complete list of all employee benefit plansCompany Plans. Seller has made available to Buyer or its counsel with respect to each and every Company Plan a true and complete copy of all plan documents, programsif any, policies and including related trust agreements, funding arrangements, whether written or unwritten and insurance contracts and all amendments thereto; and, to the extent applicable, (i) the “Company Plans”)most recent determination letter, that the Companyif any, any subsidiary received by Seller or any other corporation of its Subsidiaries from the U.S. Internal Revenue Service regarding the tax-qualified status of such Company Plan; (ii) the most recent financial statements for such Company Plan, if any; (iii) the most recent actuarial valuation report, if any; (iv) the current summary plan description and any summaries of material modifications; and (v) Form 5500 Annual Returns/Reports, including all schedules and attachments, including the certified audit opinions, for the most recent plan year. Seller has made available to Buyer or business its counsel a true and complete copy of each Seller Plan which is now or at governs the relevant time was a member terms of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelLong-Term Incentive Award. (ib) There Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan has been no prohibited transaction within established and administered in accordance with its terms, and in compliance in all material respects with the meaning applicable provisions of ERISA, the Code (including Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 409A of the Code) and other applicable Laws. All material contributions (including all material employer contributions and employee salary reduction contributions) required to have been made by the Group Companies under any of the Benefits Arrangements to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof. Following the Closing, Buyer and its Subsidiaries will not have any obligation or liability with respect to any Seller Plan, except as expressly set forth in this Agreement. (c) There are no material pending or, to the knowledge of the Company, threatened actions, claims or lawsuits against or relating to the Company Plans; (ii) none , the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Plans with respect to the operation of such plans (other than routine benefits claims). (d) No Company Plan is or was intended to qualify under Section 401(a) of the Code. No Company Plan (i) is subject to Title IV of ERISA or Section 412 of the Code or (ii) is a “multiemployer plan” as defined in Section 302 or Title IV 3(37) of ERISA; and , or (iii) provides retiree health or life insurance benefits. No event has occurred and no condition exists that could reasonably be expected to subject any Group Company by reason of its affiliation with any of its ERISA Affiliates to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by ERISA, the Code or other applicable Laws. (e) Seller has provided to Buyer prior to the Closing Date a list of each employee of the Group Companies who, as of the date hereof, is not actively employed by any of the Group Companies but who is on an approved leave of absence, including military leave, family or medical leave, and disability leave, but excluding vacation and other personal time off. (f) Each Company Plans has been operated and administered Plan that provides for nonqualified deferred compensation is in compliance in all material respects in accordance form and operation with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None Section 409A of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualCode.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein the Company SEC Reports, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain or contribute to any material employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangements and practices of the “Company and its subsidiaries being referred to as the "Company Plans”"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits (excluding any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, "Multi-employer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Internal Revenue Code Code). Schedule 5.13(a) attached hereto lists ---------------- all Multi-employer Plans and Multiple Employer Plans which any of 1986the Company or its subsidiaries maintains or to which any of them makes contributions. Neither the Company nor its subsidiaries has any obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as amended (required under the “Code”)terms of the Company Plans, maintain under existing collective bargaining agreements or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelto comply with applicable law. (b) Except as disclosed in the Company SEC Reports, (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Company SEC Reports as of June 29, 1996, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions(vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified and such determination has not been modified, suits revoked or claims pending limited by failure to satisfy any condition thereof or threatened by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, viii) with respect to Multi- employer Plans, neither the Company nor any of its subsidiaries has, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the best knowledge of the Company Plan and its subsidiaries, no facts exist event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to the best knowledge of the Company and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course, and (x) the Company and its subsidiaries have no current material liability, whether measured alone or in the aggregate, for plan termination or complete withdrawal or partial withdrawal under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with the Company and its subsidiaries under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and the Company and its subsidiaries do not reasonably anticipate that any such actions, suits or claims are likely to liability will be brought or under which asserted against the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary courseof its subsidiaries. None of the Company Controlled Group Plans is or was a multiemployer plan within the meaning has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation 412 of the transactions contemplated by this Subscription Agreement, either alone Code). (c) The Company SEC Reports or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.Schedule 5.13

Employee Benefit Plans; ERISA. (i) Schedule 4 hereto 3.1(jj)(i) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary Subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiarySubsidiary, within the meaning of section Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iii) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iiiiv) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary Subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. . (iii) Neither the Company nor any subsidiary Subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. . (iv) Neither the Company nor any subsidiary Subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. . (v) Except as provided for in this Subscription Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary Subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (a) Attached hereto as Schedule 4 hereto sets forth a true, correct 3.10 are complete and complete list accurate copies of all employee benefit plans, programsall employee welfare benefit plans, policies all employee pension benefit plans, all multi-employer plans and arrangements, whether written or unwritten all multi-employer welfare arrangements (the “Company Plans”as defined in Sections 3(3), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”1), maintain or have maintained on behalf of current or former members(2), partners(37) and (40), principalsrespectively, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by any Company (or any Subsidiary), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to which any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company (or any subsidiary could incur any liability with respect Subsidiary) currently contributes, or has an obligation to a Company Plan other than contribute in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary future (including, without limitation, severancebenefit plans or arrangements that are not subject to ERISA, such as employment agreements and any other agreements containing "golden parachute or bonus payments or otherwiseparachute" provisions and deferred compensation agreements), together with copies of any trusts related thereto and a classification of employees covered thereby (collectively, the "Plans"). Schedule 3.10 sets forth all of the Plans that have been terminated within the past three years. (b) Except for the Plans, no Company (including any Subsidiary) maintains or sponsors, or is a contributing employer to, a pension, profit- sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with their respective employees whether or not subject to ERISA. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified (or application for determination letters have been timely submitted to the IRS), and copies of the current plan determination letters, most recent actual valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 3.10. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Consummation Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 forms, audits or Tax Returns) have been timely filed or distributed. None of: (i) the Sellers; (ii) any Plan; or (Biii) accelerate any Company (including any Subsidiary) has engaged in any transaction prohibited under the vesting provisions of Section 4975 of the Code or timing Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(l) of ERISA; and no circumstances exist pursuant to which any Company (including any subsidiary) could have any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any benefits such liability), to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA or compensation payable to the Internal Revenue Service for any excise tax or penalty with respect to any plan now or hereafter maintained or contributed to by any Company or any member of a "controlled group" (as defined in respect Section 4001(a)(14) of ERISA) that includes any individualCompany; and no Company (including any Subsidiary) or any member of a "controlled group" (as defined above) that include any Company currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14)), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan.

Employee Benefit Plans; ERISA. (i) Schedule 4 hereto 3.1(kk)(i) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary Subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiarySubsidiary, within the meaning of section Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iii) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iiiiv) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary Subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. . (iii) Neither the Company nor any subsidiary Subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. . (iv) Neither the Company nor any subsidiary Subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. . (v) Except as provided for in this Subscription Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary Subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (a) Attached hereto as Schedule 4 hereto sets forth a true, correct 2.10 are complete and complete list accurate copies of all employee benefit plans, programsall employee welfare benefit plans, policies all employee pension benefit plans, all multi-employer plans and arrangements, whether written or unwritten all multi-employer welfare arrangements (the “Company Plans”as defined in Sections 3(3), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”1), maintain or have maintained on behalf of current or former members(2), partners(37) and (40), principalsrespectively, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company (or any Subsidiary), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company (or any subsidiary could incur any liability with respect Subsidiary) currently contributes, or has an obligation to a Company Plan other than contribute in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary future (including, without limitation, severancebenefit plans or arrangements that are not subject to ERISA, such as employment agreements and any other agreements containing "golden parachute parachute" provisions and deferred compensation agreements), together with copies of any trusts related thereto and a classification of employees covered thereby (collectively, the "Plans"). Schedule 2.10 sets forth all of the Plans that have been terminated within the past three years. (b) Except for the Plans, the Company (including any Subsidiary) does not maintain or bonus payments sponsor, nor is it a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or otherwiseother employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees whether or not subject to ERISA. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are so qualified and have been determined by the IRS to be so qualified (or applications for determination letters have been timely submitted to the Internal Revenue Service (the "IRS")), and copies of the current plan determination letters, most recent actual valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 2.10. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any Governmental Entity or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 forms, audits or Tax Returns) have been timely filed or distributed. Neither any Plan nor the Company (included any Subsidiary) has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency (as defined in Section 412(a) of the Code and Section 302(l) of ERISA); and no event has occurred pursuant to which the Company (including any Subsidiary) could have any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any plan now or hereafter maintained or contributed to by the Company or any member of a "controlled group" (as defined in Section 4001(a)(14) of ERISA) that includes the Company; and the Company (including any Subsidiary) or any member of a "controlled group" (as defined above) that includes the Company does not currently have (or at the Closing Date will not have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14)), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further, except as set forth on Schedule 2.10,: (i) since January 1, 1992, there have been no terminations, partial terminations or discontinuance of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of such Qualified Plan; (ii) since January 1, 1992, no Plan which is subject to the provisions of Title IV of ERISA, has been terminated; (iii) since January 1, 1992, there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any Plan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall equal or exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualified as "group health plans" under Section 4980B of the Code and Section 607(1) of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA"), the Company (including any Subsidiary) has complied (and on the Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and the Company (including any Subsidiary) has not incurred (and will not incur) any direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect to any direct or indirect failure by the Company (including any Subsidiary), at any time prior to the Closing Date to comply with any such federal or state benefit continuation requirement, which is capable of being assessed or is asserted before or after the Closing Date directly or indirectly against the Company (including any Subsidiary) with respect to such group health plans; (vi) the Company (including any Subsidiary) is not now nor has it been within the past five years a member of a "controlled group" as defined in ERISA Section 4001(a)(14) other than with respect to each other; (vii) there is no pending litigation, arbitration or disputed claim, settlement or adjudication proceeding, and, to the best of the Company's knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator or sponsor thereof (in their capacities as such), or any party in interest thereof; and (Bviii) accelerate the vesting or timing Company (including any Subsidiary) has not incurred liability under Sections 4062, 4063, 4064 and 4069 of payment of any benefits or compensation payable in respect of any individualERISA.

Employee Benefit Plans; ERISA. Schedule 4 (a) SCHEDULE 3.12 hereto sets forth a trueeach plan, correct and complete list of all agreement, arrangement or commitment which is an employment or consulting agreement, executive or incentive compensation plan, bonus plan, deferred compensation agreement, employee pension, profit sharing, savings or retirement or welfare plan, (including, but not limited to, "employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986", as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (idefined in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), maintained by the Company or Section 4975 any Subsidiary of the CodeCompany for any present or former employees, officers or directors of the Company or its Subsidiaries ("COMPANY PERSONNEL") or with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur Subsidiary of the Company has liability or makes or has an obligation to make contributions ("EMPLOYEE PLANS"). (b) All contributions or payments due under any Employee Plan have been made. Each Employee Plan by its terms and operation is in compliance in all material respects with all applicable laws (including, but not limited to, ERISA, the Internal Revenue Code of 1986, as amended (the "CODE") and the Age Discrimination in Employment Act of 1967, as amended). (c) Neither the Company nor any Subsidiary of the Company nor any entity that is or was at any time treated as a single employer with the Company or any of its Subsidiaries under Section 414(b), (c), (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to or had any liability with respect to a Company Plan other than in the ordinary course. None plan subject to Title IV of ERISA or Section 412 of the Company Plans is or was Code (including, without limitation, a multiemployer multiemployee plan within the meaning of Section 3(37) of ERISA. ). (d) Neither the Company nor any subsidiary of its Subsidiaries nor any other person, including any fiduciary, has announcedengaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA), proposed which could subject the Company or agreed any of its Subsidiaries, or any entity the Company or any Subsidiary of the Company has an obligation to indemnify, to any change in benefits tax or penalty imposed under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation Section 4975 of the transactions Code or Section 502 of ERISA). (e) None of the events contemplated by this Subscription Agreement, Agreement (either alone or in combination together with another any other event) will (i) entitle any Company Personnel to severance pay, will not unemployment compensation, or other similar payments under any Employee Plan or law, (Aii) accelerate the time of payment or vesting or increase the amount of benefits due under any Employee Plan or increase the compensation payable to any Company Personnel or (iii) result in any individual payments (including parachute payments within the meaning of that term under Section 280G of the Code) under any Employee Plan or law becoming entitled due to any increase in the amount Company Personnel. (f) Each of compensation or benefits or any additional payment from the Company or any subsidiary (includingand its Subsidiaries has complied with the Worker Adjustment and Retraining Notification Act, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate to the vesting or timing of payment of any benefits or compensation payable in respect of any individualextent applicable.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within Schedule 4.01(u) hereto contains an accurate and complete description of each employment, consulting, bonus, deferred compensation, incentive compensation, severance or termination pay, disability hospitalization or other medical, dental, vision, life or other insurance, stock purchase, stock option, stock appreciation, stock award, pension, profit sharing, 401(k) or retirement plan, agreement or arrangement, and each other employee benefit plan or arrangement, whether formal or informal, written or oral, tax-qualified under the meaning of Section 406 of Code or non-qualified, whether covered by the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or not, maintained or contributed to by CineMasters covering its employees, former employees, retirees or sales personnel (collectively, "Plans"). In addition, Schedule 4.01(u) hereto contains an accurate and complete description of any amounts payable, or which will become payable, under any former pension, profit sharing, 401(k) or retirement plan, agreement or arrangement, to any participant, beneficiary or any other third party. Any Plan maintained by CineMasters that has subsequently been terminated, was terminated in compliance with the requirements of the Code and ERISA and the liabilities under such plan were fully satisfied. CineMasters does not have any formal plan or commitment, whether covered by ERISA or not, to create any additional plan, agreement or arrangement or to modify or change any existing Plan that would affect any of its employees, former employees, retirees or sales personnel. CineMasters has heretofore delivered to Xx. Xxxxxx true and complete copies of the Plans, the trusts and other contracts (including any amendments to any of the foregoing) relating to the Plans and all other relevant documents governing or relating to the Plans in effect on the date hereof (including without limitation, the latest summary plan description, the latest annual report (and all attachments) filed with the Internal Revenue Service ("IRS") with respect to each of the Plans, and the latest favorable determination letter issued by the IRS for each of the Plans as applicable). (ii) Except as set forth on Schedule 4.01(u) hereto, CineMasters does not maintain, nor has it ever maintained, any "employee pension benefit plan", as such term is defined in Section 3(2) of the ERISA, and the rules and regulations promulgated thereunder, covering its employees, former employees or retirees, including but not limited to, any non-qualified retirement or deferred compensation plan. CineMasters does not maintain, nor has it ever maintained or contributed to, a "multiemployer plan", as that term is defined in Section 3(37) of ERISA. CineMasters is not currently responsible for any "withdrawal liability" as that term is defined in Section 4201 of ERISA with respect to any multi-employer plan. None of CineMasters, any of the Plans, any trust created thereunder, or any trustee or administrator thereof has engaged in a transaction involving any of the Plans in connection with which CineMasters or any of the Plans, any such trust, or any trustee or administrator thereof, or any other party dealing with the Plans or any such trust, could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA, or a tax imposed by Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and . (iii) Full payment has been made of all amounts which CineMasters is required to pay under the terms of the Plans as a contribution to such Plans as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement. (iv) Each of the Plans is and has been operated and administered in all material respects in accordance with all applicable laws, including ERISAbut not limited to, ERISA and the Code. There are no actionsExcept as set forth on Schedule 4.01(u) hereto, suits or claims pending or threatened (other than routine claims each Plan subject to Section 401(a) of the Code has received a favorable determination from the IRS that the Plan satisfies the requirements of Section 401(a) of the Code for benefits)the Plan to be tax-qualified, whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which could reasonably be expected to adversely affect the tax-qualified status of any such actionsPlan. (v) There are no pending, suits or claims are likely to be brought the best knowledge of CineMasters, threatened or under which anticipated claims, litigation, administrative actions or proceedings against or otherwise involving any of the Company Plans or related trusts, or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None fiduciary thereof, by or on behalf of the Company Plans by any employee or beneficiary covered under the Plans, or otherwise involving the Plans. There is no judgment, decree, injunction, rule or was a multiemployer plan within the meaning order of Section 3(37) any court, governmental body, commission, agency or arbitrator outstanding against or in favor of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment any fiduciary thereof in that capacity. The assets of CineMasters are not, and will not, either as a result of any new Company Plan. There have been no changes in circumstances existing prior to the operation Closing Date or interpretation as a result of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription AgreementAgreement or any of the Related Documents, either alone be subject to any claims under any Plan maintained by CineMasters or in combination with another eventwhich employees, will former employees or retirees of CineMasters participate. (vi) Except as set forth in Schedule 4.01(u) hereto, each Plan that is an employee welfare benefit plan providing health benefits to retirees may be terminated at any time after the Closing Date without liability to CineMasters other than liabilities relating to claims incurred prior to the effective date of the termination of such Plan. (vii) CineMasters has not (A) result engaged in any individual becoming entitled transaction, failed to make any increase in required contribution, committed any act or omission or otherwise incurred any liability for any excise tax under Sections 4971 through 4980B of the amount of compensation or benefits or any additional payment from the Company or any subsidiary (includingCode, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualinclusive.

Employee Benefit Plans; ERISA. Schedule 4 hereto 3(t) sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) . There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. (a) Except as set forth in the Company SEC Reports, as supplemented by Schedule 4 hereto sets forth a true5.13 attached hereto, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain, contribute to or have any obligation or liability to any employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangements and practices of the “Company and its subsidiaries being referred to as the "Company Plans”"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits (excluding any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, "Multi- employer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Internal Revenue Code Code). Schedule 5.13 attached hereto lists all Multi-employer Plans and Multiple Employer Plans which any of 1986the Company or its subsidiaries maintains or to which any of them makes contributions or has any liability, contingent or otherwise. Neither the Company nor its subsidiaries has any obligation to create any additional such plan or to amend any such plan so as amended (to increase benefits thereunder, except as required under the “Code”)terms of the Company Plans, maintain under existing collective bargaining agreements or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelto comply with applicable law. (b) Except as disclosed in the Company SEC Reports or Schedule 5.13, (i) There has there have been no prohibited transaction transactions within the meaning of Section 406 or 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a Company Material Adverse Effect, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Company SEC Reports as of September 30, 1995, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the 28 applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "qualified" status of Labor or otherwisesuch Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multi-employer Plans, neither the Company nor any of its subsidiaries has, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are defined in Sections 4203, 4204 and 4205 of ERISA, respectively, and, to the best knowledge of the Company Plan and its subsidiaries, no facts exist event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to the knowledge of the Company and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course and (x) the Company and its subsidiaries have no current material liability, whether measured alone or in the aggregate, for plan termination or complete withdrawal or partial withdrawal under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with the Company and its subsidiaries under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and the Company and its subsidiaries do not reasonably anticipate that any such actions, suits or claims are likely to liability will be brought or under which asserted against the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary courseof its subsidiaries. None of the Company Controlled Group Plans is or was a multiemployer plan within the meaning has an "accumulated funding deficiency" (as defined in Section 302 of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement ERISA and in the other Offering Documents, the consummation 412 of the transactions contemplated Code). (c) The Company SEC Reports, as supplemented by this Subscription AgreementSchedule 5.13 attached hereto, either alone contain a true and complete summary or in combination list of or otherwise describe all material employment contracts and other employee benefit arrangements with another event, will not (A) result in any individual becoming entitled to any increase in the amount "change of compensation control" or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualsimilar provisions and all severance agreements with executive officers.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct (i) The Company does not have and complete list does not maintain for the benefit of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of its current or former membersEmployees any Employee Benefit Plans, partnersother than (A) group health, principalshospitalization and similar insurance plans, directors(B) a custom or practice of paying annual bonuses in December of each year and (C) the sick leave, officersholiday and vacation policies described in the employee handbook referred to in Section 2.12(d), managersall as described on Schedule 2.12(e) (collectively, employees, consultants or other personnel"Company Plans"). Complete and correct copies of all Company Plans have been made available to the Purchaser for review. (iii) Without limiting the generality of Section 2.12(e)(i), no Company Plan consists of or includes, and neither the Company nor its current or past Employees are subject to, any (A) any plan intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code, (B) any "multiemployer plan," as defined in Section 3(37) of ERISA, or an employee pension plan subject to Title IV of ERISA or Section 412 of the Code, (C) any plan for which a determination letter is required from the Department of Labor, or (D) any nonqualified deferred compensation plan subject to Section 409A of the Code. (iii) Each Company Plan has been operated in accordance with its terms and the requirements of all applicable Laws. The Company has performed all obligations required to be performed by it under, is not in any respect in default under or in violation of, and neither Principal Shareholder has any Knowledge of any default or violation by any party to, any Company Plan. No Action is pending or, to the Knowledge of the Principal Shareholders, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of the Principal Shareholders, no fact or event exists that could give rise to any such Action. (iv) There has been no "prohibited transaction transaction" (within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participantsor any breach of any duty under ERISA, the Internal Revenue Service, the Department of Labor any other applicable Law or otherwiseany agreement, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which could subject the Company to liability either directly or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary indirectly (including, without limitation, severancethrough any obligation of indemnification or contribution) for any damages, golden parachute penalties, taxes or bonus payments any other loss or expense. (v) The Company has no liability or contingent liability for providing, under any Plan or otherwise), any post-retirement medical, dental, death or (B) accelerate other welfare or fringe benefits, other than group health plan continuation coverage under Sections 601-608 of ERISA and Section 4980B of the vesting or timing of payment of Code. Except with respect to any benefits or compensation payable in respect of any individualCompany Plan that provides flexible spending account benefits, all medical, vision and other welfare benefit coverage and all death benefit coverage under each Plan is provided solely through insurance.

Employee Benefit Plans; ERISA. (a) Except as set forth in Schedule 4 hereto sets forth a true3.15(a), correct and complete list of all there are no material employee benefit plansplans (including any plans for the benefit of directors or former directors), programs, policies and arrangements, whether written practices, contracts or unwritten agreements (the “Company Plans”)including employment agreements and severance agreements, that the Companyincentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses type (including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iplans described in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), or Section 4975 of the Codemaintained by Company, with respect to any of the Company Plans; its Subsidiaries or any trade or business, whether or not incorporated (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefitsan "ERISA AFFILIATE"), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, that together with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to would be brought or under which the Company or any subsidiary could incur any liability with respect to deemed a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan "CONTROLLED GROUP" within the meaning of Section 3(374001(a)(14) of ERISA, or with respect to which Company or any of its Subsidiaries has or may have a liability (the "COMPANY BENEFIT PLANS"). Neither the Except as disclosed in Schedule 3.15(a) (or as otherwise permitted by this Agreement): (1) neither Company nor any subsidiary ERISA Affiliate has announcedany formal plan or commitment, proposed whether legally binding or agreed not, to create any additional Company Benefit Plan or modify or change in benefits under any existing Company Benefit Plan that would affect any employee or terminated employee of Company or any ERISA Affiliate; and (2) since October 31, 1997, there has been no change, amendment, modification to, or adoption of, any Company Plan Benefit Plan, in each case, that has had, or would be reasonably likely to have, a Material Adverse Effect on Company. (b) With respect to each Company Benefit Plan, except as disclosed in Schedule 3.15(b) or as would not, individually or in the establishment aggregate, have a Material Adverse Effect on Company: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) such plan has been administered in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred; (iv) no prohibited transaction within the meaning of Section 406 of ERISA has occurred; (v) as of the date of this Agreement, no lien imposed under the Code or ERISA exists; and (vi) all contributions and premiums due (including any new Company Plan. There extensions for such contributions and premiums) have been no changes made in full. (c) None of the operation Company Benefit Plans has incurred any "accumulated funding deficiency", as such term is defined in Section 412 of the Code, whether or interpretation of any Company Plan since the most recent annual reportnot waived. (d) Except as disclosed in Schedule 3.15(d), which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the neither Company nor any subsidiary ERISA Affiliate has incurred any liability for the misclassification under Title IV of employees as leased employees ERISA (including Sections 4063- 4064 and 4069 of ERISA) that has not been satisfied in full except as, individually or independent contractors. Except as provided for in this Subscription Agreement and in the aggregate, would not have or would not be reasonably likely to have a Material Adverse Effect on Company or that has not been reflected on Company's consolidated financial statements. (e) With respect to each Company Benefit Plan that is a "welfare plan" (as defined in Section 3(1) of ERISA), except as specifically disclosed in Schedule 3.15(e), no such plan provides medical or death benefits with respect to current or former employees of Company or any of its Subsidiaries beyond their termination of employment, other Offering Documentsthan as may be required under Part 6 of Title I of ERISA and at the expense of the participant or the participant's beneficiary and except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Company. (f) Except with respect to payments under the agreements and programs specified in Schedule 3.15(f), the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Agreement will not (A) result in entitle any individual becoming entitled to severance pay or any tax "gross-up" payments with respect to the imposition of any tax pursuant to Section 4999 of the Code or accelerate the time of payment or vesting, or increase in the amount amount, of compensation or benefits due to any individual with respect to any Company Benefit Plan. (g) Except as disclosed in Schedule 3.15(a), there is no Company Benefit Plan that is a "multiemployer plan", as such term is defined in Section 3(37) of ERISA, or any additional payment from the which is covered by Section 4063 or 4064 of ERISA. (h) Schedule 3.15(h) identifies each collective bargaining agreement to which Company or any subsidiary (including, without limitation, severance, golden parachute of its Significant Subsidiaries is a party and copies of each such agreement have been furnished to or bonus payments or otherwisemade available to Parent. Except as set forth on Schedule 3.15(h), or except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Company, (Bi) accelerate there is no labor strike, slowdown or work stoppage or lockout against Company or any of its Significant Subsidiaries and (ii) there is no unfair labor practice charge or complaint against or pending before the vesting National Labor Relations Board. As of the date of this Agreement, there is no representation claim or timing petition pending before the National Labor Relations Board and, to the knowledge of payment Company, no question concerning representation exists with respect to the employees of Company or any benefits or compensation payable in respect of any individualits Significant Subsidiaries.

Employee Benefit Plans; ERISA. (a) Section 3.11(a) of the Company Disclosure Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and policies, practices, agreements or arrangements, including pension, retirement, profit sharing, savings, deferred compensation, stock option, employment, change in control, retention, salary continuation, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, sick leave, disability, death benefit, bonus, commission or other incentive plans, medical, vision, dental or other health plans, life insurance plans, Code Section 125 “cafeteria” or “flexible” benefit, employee loan or loan guarantees, educational assistance and all other employee benefit plans or fringe benefit plans, including any “employee benefit plan” as that term is defined in Section 3(3) of ERISA, in each case, whether written oral or unwritten (the “Company Plans”)written, that the Companyfunded or unfunded, any subsidiary insured or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including self-insured, maintained by the Company or any subsidiaryCompany Subsidiary, within or to which the meaning Company or any Company Subsidiary contributed or is obligated to contribute thereunder, or with respect to which the Company or any Company Subsidiary has or may have any liability (contingent or otherwise), in each case, for or to any current or former employees, directors, officers or consultants of section 414 of the Company or any Company Subsidiary or their dependents (collectively, the “Benefit Plans”). (b) All Benefit Plans that are intended to qualify under Code Section 401(a) and any trust agreement that is intended to be tax exempt under Code Section 501(a) have been determined by the Internal Revenue Code of 1986, as amended Service (the “CodeIRS”), maintain ) to be qualified under Code Section 401(a) and exempt from taxation under Code Section 501(a) (or have maintained on behalf there remains a period of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within time under the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, applicable remedial amendment period with respect to any such a Benefit Plan to request such a determination), and, to the Knowledge of the Company Plans; (ii) none Company, nothing has occurred that would adversely affect the qualification of any such plan or that could give rise to a Tax under Code Section 511 or result in payment or assessment against the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of a material excise tax. Each Benefit Plan, the Company Plans has been operated and administered the Company Subsidiaries have complied in all material respects in accordance with all the applicable requirements of ERISA, the Code, applicable state or federal securities laws, including ERISAand all other applicable Laws, and its terms. There are With respect to any Benefit Plan, (i) no actionslitigation, suits suit, claim, proceeding, investigation, audit or claims pending or lien has been commenced or, to the Knowledge of the Company, threatened (other than routine claims for benefitsbenefits in the normal course), whether by participants(ii) there are no governmental audits, investigations or other administrative proceedings pending or, to the Knowledge of the Company, threatened, (iii) there are not any facts that would reasonably be expected to give rise to any material liability in the event of any governmental audit, investigation, or other administrative proceeding, (iv) all material payments due from the Company or any Company Subsidiary have been timely made or have been properly accrued as liabilities of the Company and properly reflected in the Financial Statements of the Company to the extent accrued prior to the date thereof in accordance with the terms of the Benefit Plan and applicable Laws, (v) no filing, application or other matter is pending with the IRS, the Internal Revenue ServicePBGC, the United States Department of Labor (the “DOL”) or otherwiseany other Governmental Authority, and (vi) there are no outstanding material liabilities for Taxes, penalties or fees. No non-exempt “prohibited transaction” or “reportable event” has occurred within the meaning of the applicable provisions of ERISA or the Code with respect to any Company Benefit Plan and no facts exist under which “fiduciary” (as defined in ERISA Section 3(21)) has committed any such actionsbreach of duty that could subject the Company, suits or claims are likely to be brought or under which the Company any of its respective ERISA Affiliates, or any subsidiary could incur director, officer or employee thereof to liability under Title I of ERISA or to Tax under Code Section 4975. (c) The Company and its ERISA Affiliates do not, and have not, within six (6) years prior to the date hereof, (i) sponsored or contributed to a Benefit Plan that is a “defined benefit plan” (as defined in ERISA Section 3(35) and Code Section 414(j)); (ii) had an “obligation to contribute” (as defined in ERISA Section 4212) to a Benefit Plan that is a Multiemployer Plan; (iii) sponsored or contributed to a Benefit Plan that is a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of ERISA Sections 4063 or 4064 or Code Section 413(c)); or (iv) had any liability, contingent or otherwise, under Title IV of ERISA with respect to a Benefit Plan, either directly or through any ERISA Affiliate. The Company and its ERISA Affiliates do not have any liability with respect to a Company Plan any plan, program or arrangement that provides for post-retirement or other post-employment medical or life insurance benefits (other than health care continuation coverage as required by applicable Laws). The Company and each ERISA Affiliate has complied in all material respects with the ordinary course. None notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Company Plans is or was a multiemployer plan within the meaning Code and Parts 6 and 7 of Section 3(37) Title I of ERISA. Neither , and the regulations thereunder. (d) Each Benefit Plan that is an employee welfare benefit plan may be amended or terminated (including with respect to benefits provided to former employees) without material liability (other than benefits then payable under such plan without regard to such amendment or termination) to the Company or any Company Subsidiary at any time. (e) Except as may be required by applicable Laws, or as contemplated under this Agreement, neither the Company nor any subsidiary Company Subsidiary has announcedany plan or commitment to create any additional Benefit Plans. (f) Other than with respect to the Change of Control Agreements, proposed or agreed to any change in benefits under any Company Plan or neither the establishment execution and delivery of any new Company Plan. There have been no changes in this Agreement, the operation or interpretation obtaining of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company Stockholder Approval, nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, Merger or the other Transactions will cause or result in (either alone or in combination with another event): (i) any payment, will not (A) result in any individual compensation or benefit becoming entitled to due, or any increase in the amount of any payment, compensation or benefit due, to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary, (ii) the acceleration of the time of payment or vesting or in any funding (through a grantor trust or otherwise) of compensation or benefits to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary, (iii) any material obligation pursuant to any of the Benefit Plans, (iv) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (v) any limitation or restriction on the right of Parent or the Company to merge, amend or terminate any of the Benefit Plans or (vi) the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Code Section 280G(b)(1). No “disqualified individual” (within the meaning of Code Section 280G(c)) is entitled to receive any additional payment from the Company or any subsidiary other Person in the event that the excise Tax required by Code Section 4999(a) is imposed on such “disqualified individual.” (including, without limitation, severance, golden parachute g) Correct and complete copies have been delivered or bonus payments or otherwisemade available to Parent by the Company of (A) all Benefit Plans (including all amendments and material attachments thereto), or (B) accelerate written summaries of any Benefit Plan not in writing and all related trust documents, (C) all material insurance contracts or other funding arrangements to the vesting degree applicable, (D) the two (2) most recent annual information filings (Form 5500) (and associated annual financial reports for those Benefit Plans, where required) and the summary plan description for each Benefit Plan required to file such description, (E) the most recent determination letter from the IRS (where applicable), and (F) all documents and correspondence received from or timing provided to the DOL, IRS or PBGC during the past two years. (h) There is no Controlled Group Liability that is a liability of the Company or any Company Subsidiary, and no event has occurred, and to the Knowledge of the Company, no condition exists that could reasonably be expected to result in any Controlled Group Liability being imposed on Parent, the Company or any of their ERISA Affiliates. (i) Other than with respect to the Change of Control Agreements, there is no contract, plan or arrangement covering any Person that, individually or in the aggregate, could give rise to the payment of any benefits amount that would not be deductible by Parent, the Company or any Company Subsidiary by reason of Section 162(m) of the Code. (j) Each Benefit Plan providing for deferred compensation payable that constitutes a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1) and applicable regulations) for any service provider to the Company or its ERISA Affiliates complies, and has been in compliance in form and operation, with the requirements of Code Section 409A and the regulations promulgated thereunder, and no payment under any such Benefit Plan would subject any Person to Tax pursuant to Code Section 409A and applicable regulations. (k) With respect to each Benefit Plan maintained outside the jurisdiction of the United States, including any individualsuch plan required to be maintained or contributed to by applicable law, custom or rule of the relevant jurisdiction (“Foreign Plan”): (i) all employer and employee contributions to each Foreign Plan required by law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct and complete list of all (a) Each “employee benefit plans, programs, policies and arrangements, whether written or unwritten plan” (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (idefined in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and all other employee benefit, bonus, incentive, stock option (or other equity based), severance, change in control, welfare (including post retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or any of its subsidiaries or any trade or business, whether or not incorporated, that would be deemed a “single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), for the benefit of any employee or former employee of the Company or any of its ERISA Affiliates (collectively, the “Plans”) has been operated and administered, in all material respects, in accordance with its terms and with applicable Law. To the knowledge of the Company, all filings, disclosures and notices related to the Plans as required by applicable Law have been timely made. There is no pending, or Section 4975 to the knowledge of the CodeCompany threatened, with respect litigation, administrative action, suit or claim relating to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants. To the knowledge of the Company, the Internal Revenue ServiceCompany has not engaged in a transaction, the Department of Labor or otherwiseomitted to take any action, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely that would reasonably be expected to be brought or under which subject the Company or any subsidiary could incur any liability with respect to a penalty or Tax imposed by either Section 4975 of the Code or Section 502 of ERISA. (b) The Company has made available to Parent true and complete copies of the following: the current Plan other than in document (including a written description of all oral Plans), any amendments thereto, and the ordinary courserelated summary plan description and summaries of material modifications, if any, for the last three Plan years; the financial information or reports (including any FASB required reports, if applicable), relating to each such Plan; and all Annual Report Form 5500 series) filed with any governmental agency at any time during the three year period ending on the Effective Time. (c) Neither the Company nor any ERISA Affiliate maintains or has maintained during the last six years a Plan which is subject to Title IV of ERISA or which is subject to the minimum funding requirements of Section 412 of the Code. None of the Company, any ERISA Affiliate, any Plan, any trust created under any Plan, or to the Company’s knowledge any trustee or administrator of any such trust, has engaged in a transaction in connection with which the Company, any ERISA Affiliate, any Plan, any such trust or any such trustee or administrator would reasonably be expected to be subject to either a civil liability or penalty pursuant to Section 409, 502(i) or 502(l) of ERISA or a tax imposed pursuant to Chapter 43 of the Code. (d) All contributions required to be made under the terms of any Plan or any employee benefit arrangements to which the Company Plans is a party or was of which the Company is a sponsor have been timely made for the four prior Plan years. All additional contributions, premium payments and other payments due on or before the Effective Time shall have been paid by that date. The Company has no material obligation to provide retiree health, life insurance, disability insurance or other retiree benefits under any Plan, other than benefits mandated by Section 4980B of the Code. (e) At no time has the Company or an ERISA Affiliate contributed to or been obligated to contribute to any multiemployer plan within the meaning of plan, as defined in Section 3(37) of ERISA. . (f) Neither the Company nor an ERISA Affiliate has ever established, sponsored, maintained, participated in or contributed to any self-insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies). (g) Neither the Company nor any subsidiary has announcedof its subsidiaries maintains any compensation plans, proposed programs or agreed to arrangements under which any change payment is non-deductible, in benefits whole or in part, for tax reporting purposes as a result of the limitations under any Company Plan or Section 162(m) of the establishment of any new Company PlanCode and the regulations issued thereunder. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the The consummation of the transactions contemplated by this Subscription AgreementAgreement will not, either alone directly or in combination with another eventindirectly (including as a result of any termination of employment or service at any time prior to or following the Effective Time), will not (A) result in entitle any individual becoming entitled current or former director, officer, employee or independent contractor of the Company to any increase actual or deemed payment (or benefit) which would constitute a “parachute payment” (as such term is defined in Section 280G of the amount Code). (h) Each Plan that is subject to Code Section 409A has been operated and administered in compliance, in all material respects, with Code Section 409A. (i) Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Company, Purchaser or Parent (other than ordinary administration expenses). (j) Except as set forth on Schedule 4.11 of compensation the Disclosure Letter, with respect to each Plan that is an “employee pension benefit plan” (as defined in ERISA Section 3(2)): (1) each such Plan that is intended to qualify as a tax-qualified retirement plan under Code Section 401(a) and each trust intended to qualify under Code Section 501(a) has received a current favorable determination letter (or benefits notification, advisory or opinion letter, as applicable) from the IRS as to qualification of such Plan covering the period from its adoption through the Effective Time; all amendments required to maintain such qualification have been timely adopted; nothing has occurred, whether by action or failure to act, which has resulted in or, to the knowledge of the Company, would reasonably be expected to cause the loss of such qualification (whether or not eligible for review under the IRS’s Closing Agreement Program, Voluntary Compliance Resolution program or any additional payment similar governmental agency program); and each trust thereunder is exempt from the Company or any subsidiary Tax pursuant to Code Section 501(a); and (including, without limitation, severance, golden parachute or bonus payments or otherwise2) no such Plan is a “multiemployer plan” (as defined in ERISA Section 3(37), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual).

Employee Benefit Plans; ERISA. (a) Section 5.18 of the Sellers' Disclosure Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten and whether or not governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the “Company "Plans”"), that any of the ZC Companies, the Company, the Sub S Holding Corporation, any subsidiary Subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company Company, the Sub S Holding Corporation any Subsidiary or any subsidiaryof the ZC Companies, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (ib) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iiiiv) each of the Company Plans has been operated and administered in all material respects in accordance with both its terms (including the provisions of any related insurance policy) and all applicable lawsLaws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue ServiceIRS, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company Company, the Sub S Holding Corporation, any Subsidiary or any subsidiary of the ZC Companies could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither . (c) None of the Company nor Company, the Sub S Holding Corporation, any subsidiary Subsidiary or any of the ZC Companies has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither . (d) None of the Company nor Company, the Sub S Holding Corporation, any subsidiary Subsidiary or any of the ZC Companies has incurred any liability for the misclassification of employees as leased employees or independent contractors. . (e) Except as provided for in this Subscription Agreement and in the other Offering Transaction Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (Ai) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company Company, the Sub S Holding Corporation, any Subsidiary or any subsidiary the ZC Companies (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (Bii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual. (f) No Plan provides benefits to any non-U.S. employees.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto 3.19(a) sets forth a trueall "employee pension benefit plans" (as defined in Section 3(2) of ERISA), correct all medical, disability, life insurance, and complete list other "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), and all other employee benefit plans, programs or arrangements, including, without limitation, any bonus, stock option, stock purchase or other equity-based compensation arrangements, any incentive, deferred compensation, supplemental retirement, severance, disability, vacation, cafeteria and other employee benefit plans, policies, programs, policies and arrangementsagreements, arrangements or other Contracts (whether written or unwritten otherwise), including those which contain change of control provisions or pending change of control provisions, in any case (i) that are maintained or contributed to (or to which there was or will be an obligation to contribute) by the Company or any trade or business under common control with the Company within the meaning of Section 4001(a)(14) of ERISA (each, an "ERISA Affiliate"), or (ii) with respect to which the Company has or could have any liability, whether direct or indirect or actual or contingent (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) (the “"Company Employee Plans”"). (b) The Company has made available to the Buyer copies of any communications or election forms sent to participants in any Company Employee Plan or employment agreement regarding compliance with Section 409A of the Code, and has made available to the Buyer a written description of any measures that the Company has taken to address Section 409A compliance. (c) Except as set forth in Schedule 3.19(c), that the Company, any subsidiary no entity (whether or any other corporation or business which not incorporated) is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiaryis under common control of the Company, within the meaning of section 414 Section 414(b), (c) or (m) of the Internal Revenue Code Code. (d) The Company has made available to the Buyer copies of 1986(i) each written Company Employee Plan (and a written description of any Company Employee Plan which is not written) and all related trust agreements, as amended insurance and other Contracts (the “Code”including policies), maintain or have maintained summary plan descriptions, summaries of material modifications and communications distributed to plan participants explaining Company Employee Plan benefits (other than routine statements of accounts), (ii) the three most recent annual reports on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants Form 5500 series or other personnelapplicable annual reports, with accompanying schedules and attachments, filed with the applicable Governmental Authority with respect to each Company Employee Plan required by applicable Laws to make such a filing, (iii) any reports other than a Form 5500 report which have been filed with the United States Department of Labor or other labor related Governmental Authorities within the last five (5) years with respect to any Company Employee Plan required by applicable Laws to make such a report, (iv) the most recent actuarial valuation, if any, for each Company Employee Plan, and (v) the most recent favorable determination letters issued for each Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code or other applicable Law (and, if an application for such determination is pending, a copy of the application for such determination). (e) Except as set forth on Schedule 3.19(e), none of the Company Employee Plans (i) promises or provides retiree medical or other retiree welfare benefits to any person except as required by Section 601 et seq. of ERISA (commonly referred to as COBRA coverage); (ii) is or ever was subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA; (iii) is or ever was a "multiemployer plan" as defined in Section 3(37) of ERISA or a "multiple employer plan" as defined in Section 3(40) of ERISA; (iv) is or ever was a defined benefit plan; (v) does now or ever has invested in stock of the Company or provided benefits in the form of or based on the value of stock of the Company; or (vi) has incurred any withdrawal liability that remains unsatisfied. The transactions contemplated hereby will not result in the assessment of any withdrawal liability or the creation of any other contingent liabilities relating to pension, medical or other employee benefits. (i) There All Company Employee Plans have been established, maintained and operated in accordance with their terms and the requirements of applicable Law, and may by their terms be amended and/or terminated at any time; (ii) the Company has been performed in all material respects all obligations required to be performed by it under all Company Employee Plans; (iii) the Company is not in material default under or material violation of, and the Sellers have no prohibited transaction within the meaning Knowledge of Section 406 any material default or material violation by any other party to, any of the Company Employee Retirement Income Security Act Plans; (iv) each Company Employee Plan which is intended to be qualified under Section 401(a) of 1974the Code or other applicable Law has received a favorable determination letter from the IRS and to the Knowledge of the Sellers, nothing has occurred which may impair such determination; (v) the premiums for all insurance policies through which benefits are provided under any Company Employee Plan have been paid in accordance with the terms of such policies; and (vi) all contributions required to be made with respect to any Company Employee Plan have been made on or before their due dates (including any extensions thereof) and all such amounts accrued but not yet paid have been properly recorded in the books of the Company and reflected in the financial books of the Company. (i) To the Knowledge of the Sellers, no party in interest or disqualified person (as amended (“ERISA”)defined in Section 3(14) of ERISA and Section 4975 of the Code) is either currently engaged or has at any time been engaged in a transaction with respect to any Company Employee Plan which could subject the Company, directly or indirectly, to a tax, penalty, or other liability for prohibited transactions under ERISA or Section 4975 of the Code, with respect and no such transaction has occurred that could subject the Company to any of the Company Planssuch liability; and (ii) none to the Knowledge of the Company Plans is or was subject to Sellers, no fiduciary (as defined in Section 412 of the Code or Section 302 or Title IV 3(21) of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actionsEmployee Plan, suits or claims are likely to be brought or under which for whose conduct the Company or any subsidiary could incur have any liability (by reason of indemnities or otherwise), has breached any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA. (h) Other than routine claims for benefits made in the ordinary course of the operation of the Company Employee Plans, there are no pending or, to the Knowledge of the Sellers, threatened claims, investigations or causes of action with respect to any Company Employee Plan, whether made by a participant or beneficiary of such a plan, a Governmental Authority or otherwise, against the Company, any director, officer or employee of the Company, any Company Employee Plan or any fiduciary of a Company Employee Plan; and there have been no communications to any employee, former employee or any other person who may be entitled to benefits under any Company Employee Plan other than that are inconsistent in any material respect with any provision of any Company Employee Plan. (i) The Company has no current material liability based upon, arising out of or relating to the ordinary course. None classification of the Company Plans is any individual as an independent contractor, a temporary employee or was a multiemployer plan leased employee (within the meaning of Section 3(37414(n) of ERISA. Neither the Code or comparable non-United States law) rather than as an employee, and no facts exist as a result of which the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would could have any such material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. liability. (j) Except as provided for in this Subscription Agreement and in the other Offering Documentsset forth on Schedule 3.19(j), the consummation of the transactions contemplated by this Subscription Agreementhereby, either alone or in combination with another event, with respect to each director, officer, employee and consultant of the Company, will not (A) result in (i) any individual payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming entitled to due from the Company or under any Company Employee Plan, (ii) any increase in the amount of compensation or benefits or payable to any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise)such individual, or (Biii) accelerate any acceleration of the vesting or timing of payment of any benefits or compensation payable to any such individual. No Company Employee Plan provides benefits or payments contingent upon, triggered by, or increased as a result of a change in respect the ownership or effective control of any individualthe Company.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Section 3.10(a)(1) of the Company Disclosure Letter contains a true, correct true and complete list of all the individual or group employee benefit plansand compensation plans or arrangements of any type (including, programswithout limitation, policies all bonus, equity-based, change of control, incentive and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iplans described in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), sponsored, maintained or contributed to by the Company or any trade or business, whether or not incorporated, which together with the Company would be deemed a “single employer” within the meaning of Section 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA (a "Company ERISA Affiliate”) or with respect to which any Company ERISA Affiliate has any obligations or liability (“Company Benefit Plans”), and Section 3.10(a)(2) of the Company Disclosure Letter lists each material individual employment, severance or similar agreement with respect to which the Company or any Company ERISA Affiliate has any current or future obligation or liability (“Company Employee Agreement”). With respect to each Company Benefit Plan, the Company has made available to Parent a true, correct and complete copy of such Company Benefit Plan, and, to the extent applicable, trust agreements, insurance contracts and other funding vehicles, the most recent Annual Reports (Form 5500 Series) and accompanying schedules, summary plan descriptions, and the most recent determination letter from the Internal Revenue Service. The Company has made available to Parent a true, correct and complete copy of each Company Employee Agreement. (b) With respect to each Company Benefit Plan: (i) if intended to qualify under Section 401(a) or 401(k) of the Code, such Company Benefit Plan satisfies the requirements of such sections and its prototype sponsor has received an opinion letter from the Internal Revenue Service with respect to its qualification, and its related trust has been determined to be exempt from tax under Section 501(a) of the Code and, to the knowledge of the Company, nothing has occurred since the date of such letter to adversely affect such qualification or exemption; (ii) each Company Benefit Plan has been administered in substantial compliance with its terms and applicable Law; (iii) neither the Company nor any Company ERISA Affiliate has engaged in, and the Company and each Company ERISA Affiliate do not have any knowledge of any Person that has engaged in, any transaction or acted or failed to act in any manner that would subject the Company or any Company ERISA Affiliate to any liability for a breach of fiduciary duty under ERISA; (iv) no disputes are pending or, to the knowledge of the Company or any Company ERISA Affiliate, threatened other than ordinary claims for benefits; (v) neither the Company nor any Company ERISA Affiliate has engaged in, and the Company and each Company ERISA Affiliate do not have any knowledge of any Person that has engaged in, any transaction in violation of Section 406(a) or (b) of ERISA or Section 4975 of the Code, with respect to any Code for which no exemption exists under Section 408 of the Company Plans; (iiERISA or Section 4975(c) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV 4975(d) of ERISAthe Code; (vi) all contributions and premiums due have been made on a timely basis; and (iiivii) each Company Benefit Plan may be amended or terminated unilaterally by the Company at any time without any continuing liability for benefits other than benefits accrued to the date of such amendment or termination. All contributions made or required to be made under any Company Benefit Plan meet the requirements for deductibility under the Code, and all contributions and premiums which are required and which have not been made have been properly recorded on the books of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualERISA Affiliate.

Employee Benefit Plans; ERISA. (1) Section 5.12 of the Company Disclosure Schedule 4 hereto sets forth a truelists (A) each plan, correct program, arrangement, practice and complete list policy under which one, or more than one, current or former officer, employee or director of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any a Subsidiary of the Company Plans; (ii) none has any right to employment, to purchase or receive any stock or other securities of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each a Subsidiary of the Company Plans has been operated and administered or to receive any compensation (whether in all the form of cash or stock or Merger Agreement otherwise) or benefits of any kind or description whatsoever in any material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought amount or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None Subsidiary of the Company Plans has any material liability and (B) each employee benefit plan within the meaning set forth in Section 3(3) of ERISA under which the Company or a Subsidiary has any liability. (2) Each plan, program, arrangement, practice and policy described in Section 5.12(a)(1) shall be referred to individually as a "Union Plan" and shall be referred to collectively as the "Union Plans" if described in Section 414(f) of the Code, and each other plan, program, arrangement, practice and policy described in Section 5.12(a)(1) shall be referred to individually as a "Company Plan" and collectively as the "Company Plans". (b) The Company has delivered or made available to Parent (i) a current, complete and accurate copy of each Company Plan which is set forth in writing (and any related trust, insurance contract or was other funding arrangement) and a written summary of each Company Plan which is not set forth in writing and (ii) a copy of the most recent Annual Report (Form 5500) and all related exhibits and reports) for each Company Plan which is subject to ERISA. (c) No Company Plan is subject to Title IV of ERISA or Section 412 of the Code, and no Company Plan is a multiemployer plan within the meaning of Section 3(37414(f) of ERISAthe Code or a plan described in Section 413(c) of the Code. Neither the Company nor a Subsidiary has any subsidiary liability for any withdrawal or partial withdrawal from any Union Plan and, based on information provided by each Union Plan subject to Title IV of ERISA, the Company has announced, proposed no reason to believe that the either the Company or agreed any Subsidiary would have any liability under Title IV of ERISA to any change in benefits under any Union Plan if the Company Plan or the establishment of any new Company a Subsidiary incurred a withdrawal or partial withdrawal from such Union Plan. . (d) There have been no changes prohibited transactions within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code with respect to any of the Company Plans that could result in penalties, taxes, liabilities or indemnification obligations which, individually or in the operation aggregate, would reasonably be expected to have a Material Adverse Effect on the Company, and there has been no other event, or interpretation of more than one other event, with respect to any Company Plan since that could result in any liability for the Company or any Subsidiary related to any excise Taxes under the Code or to any liabilities under ERISA which would reasonably be expected to have a Material Adverse Effect on the Company. (e) Each Company Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service on the plan as currently in effect or has pending an application for such a determination letter from the Internal Revenue Service on the plan as currently in effect, and the Company is not aware of any reason likely to result in the revocation of any favorable determination letter which has been received or in the Internal Revenue Service declining to issue a favorable determination letter on a pending application. The Company has provided or made available to Parent a copy of the most recent annual reportInternal Revenue Service favorable determination letter with respect to each such Company Plan and, if such letter does not cover a Company Plan as currently in effect, a copy of the application to the Internal Revenue Service for such a letter. Merger Agreement (f) Each Company Plan has been maintained and administered in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which would have are applicable to such Company Plan or to the Company or any material effect on the cost Subsidiary as a sponsor, a plan administrator or a fiduciary of operating, maintaining or providing benefits under such Company Plan. Neither If a former Company Plan has been terminated by or all or any part of the liabilities of the Company or any Subsidiary for any current or former Company Plan or Union Plan have been transferred to another employer, such termination or transfer was properly effected and neither the Company nor any subsidiary of its Subsidiaries has incurred any further liability for the misclassification of employees as leased employees with respect to such termination or independent contractors. transfer. (g) Except as provided for set forth in this Subscription Agreement and in Section 5.12 of the other Offering DocumentsCompany Disclosure Schedule, neither the requisite corporate or stockholder approval of, nor the consummation of of, the transactions contemplated by this Subscription Agreement, Agreement will (either alone or in combination together with another any other event, will not (Aincluding, any termination of employment) result in entitle any individual becoming entitled current or former officer, employee, director or other independent contractor of the Company or a Subsidiary to any increase change in control payment or benefit, transaction bonus or similar benefit or severance pay or accelerate the amount time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any additional other material obligation pursuant to, any Company Plan. (h) Except as set forth in Section 5.12 of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any material liability in respect of post-retirement health, medical or life insurance benefits for any current or former officer, employee, director or independent contractor except as required to avoid excise Tax under Section 4980B of the Code. (i) All contributions and other payment due from the Company or any subsidiary Subsidiary with respect to each Company Plan and each Union Plan have been made or paid in full or are shown in the Company Reports filed with the SEC and publicly available on the XXXXX system prior to the date hereof, and all of the assets which have been set aside in a trust, escrow account or insurance company separate account to satisfy any obligations under any Company Plan are shown on the books and records of each such trust or account at their current fair market value as of the most recent valuation date for such trust or account, and the fair market value of all such assets as of each such valuation date equals or exceeds the present value of any obligation under any Company Plan. (includingj) There are no pending or threatened claims with respect to a Company Plan (other than routine and reasonable claims for benefits made in the ordinary course of the plan's operations) or with respect to the terms and conditions of employment or termination of employment of any current or former officer, without limitationemployee or independent contractor of the Company or a Subsidiary, severancewhich claims could reasonably be expected to result in any material liability to the Company or a Subsidiary, golden parachute and no audit or bonus investigation by any domestic or foreign governmental or other law enforcement agency is pending or, to the knowledge of the Company or a Subsidiary, has been proposed with respect to any Company Plan. (k) Section 5.12 of the Company Disclosure Schedule sets forth the approximate number of individuals who were performing services for the Company as of May 30, 2005 who were classified by the Company as independent contractors. Each individual who performs, or has Merger Agreement performed, services for the Company or a Subsidiary as an employee or as an independent contractor is, or has been, properly classified as an employee or as an independent contractor, except where failure to properly classify such individual(s) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (l) Vesting for options which are outstanding under Company Stock Option Plans, including accelerated vesting which will occur at the Effective Time, has been effected in accordance with the terms of the plans and with the rules of the New York Stock Exchange. (m) No current or former officer or employee of the Company or a Subsidiary of the Company is entitled to receive severance payments or otherwise), severance benefits under more than one Company Plan. Section 5.12(m) of the Company Disclosure Schedule sets forth a list of all severance plans or (B) accelerate policies maintained by the vesting Company or timing any Subsidiary of payment of any benefits or compensation payable in respect of any individualthe Company.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto sets forth 4.15 includes a complete list of all bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance, termination pay, welfare and other employee benefit plans, agreements and arrangements, labor agreements, trusts, funds and other arrangements in effect as of the date hereof for the benefit or welfare of any director, officer, employee or former employee of the Company or Optima or pursuant to which the Company, Optima or any ERISA Affiliate has any liability, contingent or otherwise, including, but not limited to, any liability with respect to any such plan or arrangement maintained by any Person that is or has been an ERISA Affiliate of the Company or Optima at #297907 -17- any time during the past five years (each, a "Company Plan"). Each Company Plan is in material compliance with all Applicable Laws including ERISA and the Code. No Company Plan is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 or 4971 of the Code. No Company Plan is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a "Multiple Employer Plan"), nor has the Company or any ERISA Affiliate, at any time since September 2, 1974, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. (b) With respect to each Company Plan, the Company has delivered or made available to Buyer a true, correct and complete list copy of: (i) each writing constituting a part of such Company Plan, including, without limitation, all employee plan documents, benefit plansschedules, programstrust agreements, policies and arrangementsinsurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, whether written if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; and (v) the most recent determination letter from the IRS, if any. Except as specifically provided in this Agreement or unwritten (the “foregoing documents delivered or made available to Buyer, there are no amendments to the Company Plans”), Plan that the Company, any subsidiary have been adopted or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including approved nor has the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelits Affiliates undertaken to make any such amendments. (ic) There has been no prohibited transaction Schedule 4.15 identifies each Company Plan that is intended to be a "qualified plan" within the meaning of Section 406 401(a) of the Employee Retirement Income Security Act Code ("Qualified Plans"). The IRS has issued a favorable determination letter with respect to each Qualified Plan that has not been revoked, and there are no existing circumstances nor any events that have occurred that are likely to adversely affect the qualified status of 1974any Qualified Plan or the related trust. No Company Plan is intended to meet the requirements of Code Section 501(c)(9). (d) All contributions required to be made to any Company Plan by Applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on or reserved for in the Company Financial Statements. (e) There does not now exist, nor do any circumstances exist that could result in, any Liability following the Closing under ERISA with respect to the Company or Optima arising from any actions or inactions taken by the Company, Optima or any current or former ERISA Affiliate. Without limiting the generality of the foregoing, neither the Company nor any current or former ERISA Affiliate has engaged in any transaction described in Sections 4069, 4204 or 4212 of ERISA. (f) Neither the Company, nor Optima, nor any of their Affiliates have any Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as amended required by Section 4980B of the #297907 -18- Code or Part 6 of Title I of ERISA and at no expense to the Company nor Optima nor any of their Affiliates. (“ERISA”)g) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any employee of the Company, or Optima or any of their Affiliates. Without limiting the generality of the foregoing, no amount paid or payable by the Company, or Optima, or any of their Affiliates in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 4975 280G of the Code. (h) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company, Optima, any present or former ERISA Affiliate, the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans; (ii) none Plans which could reasonably be expected to result in any Liability of the Company Plans is or was subject Optima or any of their Affiliates to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participantsPension Benefit Guaranty Corporation, the Internal Revenue ServiceDepartment of Treasury, the Department of Labor or any Multiemployer Plan. (i) Set forth on Schedule 4.15(i) is an accounting of all obligations, contingent or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which of the Company or Optima or any subsidiary could incur any liability with respect to a Company Plan of their Affiliates (other than obligations to pay base salary and annual bonuses in the ordinary course. None course of business consistent with past practice) owing or payable to, or on behalf of, employees or former employees of the Company Plans is or was a multiemployer plan within the meaning Optima or any of Section 3(37) of ERISA. Neither their respective predecessors that are not accrued or otherwise reflected on or reserved for in the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualFinancial Statements.

Employee Benefit Plans; ERISA. (a) Section 4.12(a) of the Company Disclosure Schedule 4 hereto sets forth includes a truecomplete list, correct as of the date hereof, of each Company Benefit Plan. The Company has made available to Parent a copy of each of the Company Benefit Plans, including any amendments thereto, and complete list where applicable, any related trust agreement, annuity or insurance contract, the most recent actuarial valuation, the most recent summary plan description, the most recent prospectus, the most recent IRS determination or opinion letter, and the most recent annual report (Form 5500) and any audited financial statements. (b) The Company and its Subsidiaries have complied in all material respects, and are now in compliance in all material respects, with all provisions of all employee benefit plansLaws and regulations applicable to Company Benefit Plans and each Company Benefit Plan has been administered in accordance with its terms, programsincluding the timely making of all required contributions and the reflection by the Company of all required accruals on its financial statements. To the Company's Knowledge, policies no event or condition exists which would reasonably be expected to subject the Company or any of its Subsidiaries to Liability in connection with the Company Benefit Plans or any plan, program, or policy sponsored or contributed to by any of their respective ERISA Affiliates other than the provision of benefits thereunder in the ordinary course. With respect to each applicable Company Benefit Plan, to the Company's Knowledge (i) there are no pending or threatened actions which have been asserted or instituted and arrangementswhich would reasonably be expected to result in any Liability of the Company or any of its Subsidiaries; (ii) there are no audits, whether written inquiries or unwritten Proceedings pending or threatened by any governmental authority; and (the “Company Plans”), that iii) there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) which has resulted or could reasonably be expected to result in material Liability to the Company, any subsidiary Company Subsidiary, or any of their respective employees. (c) In no event will the execution and delivery of this Agreement or any other corporation related agreement, the consummation of the Merger or business which is now the transactions contemplated hereby or at thereby, or the relevant time was a member Company Stockholder Approval (either alone or in conjunction with any other event, such as termination of a controlled group employment) result in, cause the accelerated vesting, exercisability, funding or delivery of, or increase the amount or value of, any material payment or benefit to any current or former employee, officer or director of companies or trades or businesses including the Company or any subsidiaryof its Subsidiaries or any beneficiary or dependent thereof or result in a limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. (d) Section 4.12(d) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be a "qualified plan" within the meaning of section 414 Section 401(a) of the Internal Revenue Code or is intended to be similarly qualified or registered under applicable foreign law (collectively, the "Company Qualified Plans"). The IRS (or other relevant foreign regulatory agency) has issued a favorable determination or opinion letter (or similar approval under foreign law) with respect to each Company Qualified Plan and the related trust that has not been revoked, and there are no existing circumstances or events that have occurred that would reasonably be expected to adversely affect the qualified status of 1986any Company Qualified Plan or the related trust. (e) Except as otherwise provided in Section 4.12(e) of the Company Disclosure Schedule, as amended no Company ERISA Affiliate Plan provides health benefits (the “Code”), maintain whether or have maintained on behalf of current not insured) with respect to employees or former members, partners, principals, directors, officers, managers, employees, consultants employees (or any of their beneficiaries) of the Company or any of its ERISA Affiliates after retirement or other personneltermination of service (other than coverage or benefits (A) required to be provided under Part 6 of Title I of ERISA or any other similar applicable Law or (B) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)). (f) No Company Benefit Plan or Company ERISA Affiliate Plan is, or has ever been, subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. (g) No Company Benefit Plan or Company ERISA Affiliate Plan is, or has ever been, a Multiemployer Plan. (h) No Company Benefit Plan or Company ERISA Affiliate Plan is, or has ever been, an International Plan. (i) There has been is no prohibited Contract, agreement, plan or arrangement to which the Company or any Subsidiary of the Company is a party, including but not limited to the provisions of this Agreement, that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code. (j) No payment pursuant to any Company Benefit Plan or Company Benefit Arrangement between Company or a Subsidiary and any "service provider" (as such term is defined in Section 409A of the Code and the United States Treasury Regulations and IRS guidance thereunder), including, without limitation, the grant, vesting or exercise of any equity option, would subject any Person to a tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the Merger, any other transaction contemplated by this Agreement or otherwise. (k) Each Company Benefit Plan, employment agreement, or other Contract, plan, program, agreement, or arrangement that is a "nonqualified deferred compensation plan" (within the meaning of Section 406 409A(d)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Code) has been operated in good faith compliance with Section 4975 409A of the Code, with respect to its Treasury regulations, and any of the Company Plansapplicable administrative guidance relating thereto; (iiand no additional tax under Section 409A(a)(1)(B) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered or is reasonably expected to be incurred by a participant in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actionsCompany Benefit Plan, suits employment agreement, or claims are likely to be brought other Contract, plan, program, agreement, or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISAarrangement. Neither the Company nor any subsidiary has announcedERISA Affiliate is a party to, proposed or agreed to otherwise obligated under, any change Contract, agreement, plan or arrangement that provides for the gross-up of taxes imposed by Section 409A(a)(1)(B) of the Code. (l) No amount that could be received (whether in benefits under any Company Plan cash or property or the establishment vesting of property), as a result of the execution and delivery of this Agreement or any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documentsrelated agreement, the consummation of the transactions contemplated by this Subscription Agreementhereby or thereby, or the stockholder approval of the Merger (either alone or in combination conjunction with another any other event, will not (A) result in such as termination of employment), by any individual becoming entitled to any increase in the amount employee, officer or director of compensation or benefits or any additional payment from the Company or any subsidiary Subsidiary of the Company who is a "disqualified individual" (includingas such term is defined in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan or otherwise could be characterized as a "parachute payment" (as defined in Section 280G(b)(2) of the Code). The Company has made available to Parent all necessary information to determine, without limitationas of the date hereof, severancethe estimated maximum amount that could be paid to each disqualified individual in connection with the transactions contemplated by this Agreement under all employment, golden severance and termination agreements, other compensation arrangements and Company Benefit Plans currently in effect, assuming that the individual's employment with the Company is terminated immediately after the Effective Time. The Company has identified in Section 4.12(l) of the Company Disclosure Schedule and provided to Parent (i) the grant dates, exercise prices and vesting schedules applicable to each Company Option granted to the individual; (ii) the "base amount" (as defined in Section 280G(b)(e) of the Code) for each such individual as of the date of this Agreement; and (iii) the maximum additional amount that the Company has an obligation to pay to each disqualified individual to reimburse the disqualified individual for any excise tax imposed under Section 4999 of the Code with respect to the disqualified individual's excess parachute payments (including any taxes, interest or bonus payments penalties imposed with respect to the excise tax). (m) All consideration and other amounts paid or otherwise)payable and benefits granted or to be granted to any holder of Company Shares or other securities of the Company, including any officer, director, employee, consultant or other independent contractor, under any Company Benefit Plan or Company Benefit Arrangement have been or are being paid or granted as compensation for past services performed, future services to be performed, or (B) accelerate future services to be refrained from performing, by the vesting or timing of payment applicable persons. A true and complete copy of any benefits or compensation payable in respect resolutions of any individualcommittee of the Company Board reflecting any approvals and actions referred to in the preceding sentence and taken prior to the date of this Agreement has been provided to Parent prior to the execution of this Agreement.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth (a) Section 4.12(a) of the Company Disclosure Letter includes a truecomplete list, correct and complete list as of all the date hereof, of each material employee benefit plansplan, programsprogram or policy providing benefits to any current or former employee, policies and arrangements, whether written officer or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member director of a controlled group of companies or trades or businesses including the Company or any subsidiary, within of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain Company or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is its Subsidiaries or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability of its Subsidiaries contributes or is obligated to contribute, or with respect to a Company Plan other than in the ordinary course. None of which the Company Plans is or was a multiemployer any of its Subsidiaries has or may have any Liability, including any employee welfare benefit plan within the meaning of Section 3(373(1) of ERISA or any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit or similar arrangement, agreement, plan, program or policy (collectively, the "Company Benefit Plans"). Neither The Company has made available to Parent a copy of each of the Company nor Benefit Plans, including any subsidiary has announcedamendments thereto, proposed and where applicable, any related trust agreement, annuity or agreed to any change in benefits under any Company Plan or insurance contract, the establishment of any new Company Plan. There have been no changes in most recent actuarial valuation, the operation or interpretation of any Company Plan since most recent summary plan description, the most recent prospectus, the most recent IRS determination letter, and the most recent annual reportreport (Form 5500) and audited financial statements. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) the Company and its Subsidiaries have complied, and are now in compliance, with all provisions of all laws and regulations applicable to Company Benefit Plans and each Company Benefit Plan has been administered in accordance with its terms, including the making of all required contributions and the reflection by the Company of all required accruals on its financial statements; (ii) no event or condition exists which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither reasonably be expected to subject the Company nor or any subsidiary has incurred of its Subsidiaries to Liability in connection with the Company Benefit Plans or any liability for plan, program, or policy sponsored or contributed to by any of their respective ERISA Affiliates other than the misclassification provision of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and benefits thereunder in the ordinary course; and (iii) there are no pending or, to the Company's knowledge, threatened Actions (other Offering Documentsthan claims for benefits in the ordinary course) relating to Company Benefit Plans which have been asserted or instituted and which would reasonably be expected to result in any Liability of the Company or any of its Subsidiaries. (c) In no event will the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated by this Subscription Agreement, either alone hereby or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary thereby (including, without limitation, severance, golden parachute or bonus payments or otherwisethe Offer), or the Company Stockholder Approval (Beither alone or in conjunction with any other event, such as termination of employment) accelerate result in, cause the vesting accelerated vesting, exercisability, funding or timing delivery of, or increase the amount or value of, any material payment or benefit to any current or former employee, officer or director of the Company or any of its Subsidiaries or any beneficiary or dependent thereof or result in a limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. (d) Section 4.12(d) of the Company Disclosure Letter identifies each Company Benefit Plan that is intended to be a "qualified plan" within the meaning of Section 401(a) of the Code or is intended to be similarly qualified or registered under applicable foreign law (collectively, the "Company Qualified Plans"). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the IRS (or other relevant foreign regulatory agency) has issued a favorable determination letter (or similar approval under foreign law) with respect to each Company Qualified Plan and the related trust that has not been revoked, and the Company knows of no existing circumstances or events that have occurred that would reasonably be expected to adversely affect the qualified status of any Company Qualified Plan or the related trust, which cannot be cured without a Company Material Adverse Effect. (e) No Company Benefit Plan or Company ERISA Affiliate Plan is, or has ever been, subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. (f) No Company Benefit Plan or Company ERISA Affiliate Plan is, or has ever been, a Multiemployer Plan. (g) There is no contract, agreement, plan or arrangement to which the Company or any Subsidiary of the Company is a party, including but not limited to the provisions of this Agreement, that, individually or collectively, could give rise to the payment of any benefits material amount that would not be deductible pursuant to Section 162(m) of the Code. (h) No amount that could be received (whether in cash or property or the vesting of property), as a result of the execution and delivery of this Agreement or any other related agreement, the consummation of the transactions contemplated hereby or thereby, or the stockholder approval of the Merger (either alone or in conjunction with any other event, such as termination of employment), by any employee, officer or director of the Company or any Subsidiary of the Company who is a "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G—1) under any Company Benefit Plan or otherwise could be characterized as a "parachute payment" (as defined in Section 280G(b)(2) of the Code). The Company has made available to Parent all necessary information to determine, as of the date hereof, the estimated maximum amount that could be paid to each disqualified individual in connection with the transactions contemplated by this Agreement under all employment, severance and termination agreements, other compensation payable arrangements and Company Benefit Plans currently in effect, assuming that the individual's employment with the Company is terminated immediately after the Effective Time. The Company has also provided to Parent (i) the grant dates, exercise prices and vesting schedules applicable to each Company Option granted to the individual; (ii) the grant dates and vesting schedules applicable to each grant of Company Restricted Stock, (iii) the "base amount" (as defined in Section 280G(b)(e) of the Code) for each such individual as of the date of this Agreement and (iv) the maximum additional amount that the Company has an obligation to pay to each disqualified individual to reimburse the disqualified individual for any excise tax imposed under Section 4999 of the Code with respect of to the disqualified individual's excess parachute payments (including any individualtaxes, interest or penalties imposed with respect to the excise tax).

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein the Company Disclosure Schedule, correct and complete list of all at the date hereof the Company does not maintain or contribute to any employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangement and practices of the “Company being hereinafter collectively referred to as the "Company Plans”"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of the Employee Retirement Income Security Act of 1974, any subsidiary as amended, and all regulations promulgated thereunder, as in effect from time to time ("ERISA"), or any written employment contracts providing for an annual base salary in excess of $100,000 and having a term in excess of one year, which contracts are not immediately terminable without penalty or further liability, or other corporation or business which is now or at similar arrangements for the relevant time was a member provision of a controlled group of companies or trades or businesses including the Company or benefits (excluding any subsidiary, "Multiemployer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Code, and all regulations promulgated thereunder, as in effect from time to time. The Company Disclosure Schedule lists all Multiemployer Plans and Multiple Employer Plans which the Company maintains or to which it makes contributions. The Company has no obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of the Company Plans, under existing collective bargaining agreements or to comply with applicable law. (b) Except as set forth in the Company Disclosure Schedule, (i) there have been no prohibited transactions within the meaning of Section 406 and 407 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”"), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a material adverse effect on the business, operations, properties, assets, condition (financial or other) results of operations or prospects of the Company, (ii) except for premiums due, there is no outstanding liability in excess of $10,000, whether measured alone or in the aggregate, under Title IV or ERISA with respect to any of the Company Plans, (iii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Financial Statements as of November 30, 1994 (iiibased upon reasonable actuarial assumptions currently utilized for such Company Plan), (vi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None vii) each of the Company Plans which is or was a multiemployer plan intended to be "qualified" within the meaning of Section 3(37401(a) of ERISA. Neither the Code has been determined by the IRS to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multiemployer Plans, the Company nor has not made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the knowledge of the Company and Priddy, no event has occurxxx xx is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) there are no pending or, to the knowledge of the Company and Priddy, threatened or antixxxxxxd claims involving any subsidiary has announced, proposed or agreed to any change in of the Company Plans other than claims for benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual reportordinary course, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither and (x) the Company nor any subsidiary has incurred any no current liability for the misclassification in excess of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents$10,000, the consummation of the transactions contemplated by this Subscription Agreement, either whether measured alone or in combination the aggregate, for plan termination or withdrawal (complete or partial) under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with another eventthe Company under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and the Company does not anticipate that any such liability will not be asserted against the Company, none of the Company Controlled Group Plans has an "accumulated funding deficiency" (A) as defined in Section 302 of ERISA and 412 of the Code), and no Company Controlled Group Plan has an outstanding funding waiver which could result in any individual becoming entitled to any increase the imposition of liens, excise taxes or liability against the Company in excess of $10,000 whether measure alone or in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualaggregate.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein the Company Disclosure Schedule, correct and complete list of all at the date hereof the Company does not maintain or contribute to any employee benefit plans, programs, policies arrangements and arrangementspractices (such plans, whether written or unwritten (programs, arrangement and practices of the “Company being hereinafter collectively referred to as the "Company Plans”"), that including employee benefit plans within the Companymeaning set forth in Section 3(3) of the Employee Retirement Income Security Act of 1974, any subsidiary as amended, and all regulations promulgated thereunder, as in effect from time to time ("ERISA"), or any written employment contracts providing for an annual base salary in excess of $100,000 and having a term in excess of one year, which contracts are not immediately terminable without penalty or further liability, or other corporation or business which is now or at similar arrangements for the relevant time was a member provision of a controlled group of companies or trades or businesses including the Company or benefits (excluding any subsidiary, "Multiemployer Plan" within the meaning of section 414 Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Code, and all regulations promulgated thereunder, as in effect from time to time. The Company Disclosure Schedule lists all Multiemployer Plans and Multiple Employer Plans which the Company maintains or to which it makes contributions. The Company has no obligation to create any additional such plan or to amend any such plan so as to increase benefits thereunder, except as required under the terms of the Company Plans, under existing collective bargaining agreements or to comply with applicable law. (b) Except as set forth in the Company Disclosure Schedule, (i) there have been no prohibited transactions within the meaning of Section 406 and 407 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”"), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a material adverse effect on the business, operations, properties, assets, condition (financial or other) results of operations or prospects of the Company, (ii) except for premiums due, there is no outstanding liability in excess of $10,000, whether measured alone or in the aggregate, under Title IV or ERISA with respect to any of the Company Plans, (iii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Financial Statements as of November 30, 1994 (iiibased upon reasonable actuarial assumptions currently utilized for such Company Plan), (vi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None vii) each of the Company Plans which is or was a multiemployer plan intended to be "qualified" within the meaning of Section 3(37401(a) of ERISA. Neither the Code has been determined by the IRS to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the "qualified" status of such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multiemployer Plans, the Company nor has not made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the knowledge of the Company and the Selling Stockholders, no event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) there are no pending or, to the knowledge of the Company and the Selling Stockholders, threatened or anticipated claims involving any subsidiary has announced, proposed or agreed to any change in of the Company Plans other than claims for benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual reportordinary course, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither and (x) the Company nor any subsidiary has incurred any no current liability for the misclassification in excess of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents$10,000, the consummation of the transactions contemplated by this Subscription Agreement, either whether measured alone or in combination the aggregate, for plan termination or withdrawal (complete or partial) under Title IV of ERISA based on any plan to which any entity that would be deemed one employer with another eventthe Company under Section 4001 of ERISA or Section 414 of the Code contributed during the period of time covered by the applicable statute of limitations (the "Company Controlled Group Plans"), and the Company does not anticipate that any such liability will not be asserted against the Company, none of the Company Controlled Group Plans has an "accumulated funding deficiency" (A) as defined in Section 302 of ERISA and 412 of the Code), and no Company Controlled Group Plan has an outstanding funding waiver which could result in any individual becoming entitled to any increase the imposition of liens, excise taxes or liability against the Company in excess of $10,000 whether measure alone or in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individualaggregate.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets (a) Except as set forth a truein Section 3.14(a) of the Company Disclosure Schedule, correct and complete list of all there are no employee benefit plansplans (including any plans for the benefit of directors or former directors), programs, policies and arrangements, whether written practices, contracts or unwritten agreements (the “Company Plans”)including employment agreements and severance agreements, that the Companyincentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses type (including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iplans described in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), whether or not subject to ERISA), maintained by Company, any of its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Company would be deemed a "controlled group" within the meaning of Section 4975 4001(a)(14) of ERISA, or with respect to which Company or any of its Subsidiaries has or may have a liability (the "Company Benefit Plans"). Except as disclosed in Section 3.14(a) of the Company Disclosure Schedule (or as otherwise permitted by this Agreement): (1) neither Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Company Benefit Plan or materially modify or change any existing Company Benefit Plan that would affect any employee or terminated employee of Company or any ERISA Affiliate; and (2) since September 30, 2000, there has been no material change, amendment, modification to, or adoption of, any Company Benefit Plan. Company has made available, or has caused to be made available, to Parent (i) current, accurate and complete copies of all documents embodying each Company Benefit Plan, including all amendments thereto, written interpretations thereof and trust or funding agreements with respect thereto; (ii) the two most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the two most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA in connection with each Company Benefit Plan or related trust; (iv) a statement of alternative form of compliance pursuant to Department of Labor Regulation ss. 2520.104-23, if any, filed for each Company Benefit Plan that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA for a select group of management or highly compensated employees; (v) each material communication received by or furnished since January 1, 1996 to Company or any ERISA Affiliate from the Service, Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority with respect to each Company Benefit Plan, including the most recent determination letter received from the Service, if any, for each Company Benefit Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (vi) if the Company Benefit Plan is funded, the most recent annual and periodic accounting of such Company Benefit Plan assets; (vii) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Company Benefit Plan; and (viii) all summary plan descriptions and all other material written communications distributed to employees since January 1, 1996 relating to any Company Benefit Plan. (b) With respect to each Company Benefit Plan, except as specifically disclosed in Section 3.14(b) of the Company Disclosure Schedule: (i) if intended to qualify under Section 401(a) of the Code, with respect such plan so qualifies, and since its inception has been so qualified, and a determination letter has been issued by the Service to the effect that each such Company Benefit Plan is so qualified and that each trust forming a part of any such Company Benefit Plan is exempt from taxation under Section 501(a) of the Company PlansCode; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans such plan has been operated and administered in compliance in all material respects with its terms and applicable law; (iii) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA has occurred; (iv) no Lien imposed under the Code or ERISA exists; (v) all contributions and premiums due (including any extensions for such contributions and premiums) with respect to all periods prior to the Effective Time (on a pro rata basis consistent with past practice, where otherwise accrued at year-end) have been or will be paid in accordance with all applicable laws, including ERISA. There full prior to the Effective Time or adequately reserved for in Company's financial statements; and (vi) there are no actions, proceedings, arbitrations, suits or claims pending or or, to the knowledge of Company, threatened (other than routine claims for benefits)) against Company or any ERISA Affiliate or any administrator, whether by participantstrustee or other fiduciary of any Company Benefit Plan. (c) Except as specifically disclosed in Section 3.14(c) of the Company Disclosure Schedule, the Internal Revenue Serviceneither Company nor any ERISA Affiliate has incurred any liability, the Department of Labor direct or indirect, contingent or otherwise, under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) or Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full prior to the Effective Time except for any such liability that has been reflected on the Company Balance Sheet. No Company Benefit Plan is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. (d) With respect to each Company Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), except as specifically disclosed in Section 3.14(d) of the Company Disclosure Schedule, no such plan provides medical or death benefits with respect to any Company Plan current or former employees (and no facts exist under which any such actions, suits or claims are likely to be brought or under which the their beneficiaries and dependents) of Company or any subsidiary could incur any liability of its Subsidiaries beyond their termination of employment, other than as may be required under Part 6 of Title I of ERISA. (e) Except with respect to a Company Plan other than payments under the agreements and programs specified in the ordinary course. None Section 3.14(e) of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering DocumentsDisclosure Schedule, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Agreement will not (A) result in entitle any individual becoming entitled to severance pay or any tax "gross-up" payments with respect to the imposition of any tax pursuant to Section 4999 of the Code or accelerate the time of payment or vesting, or increase in the amount amount, of compensation or benefits due to any individual with respect to any Company Benefit Plan. (f) Except as disclosed in Schedule 3.14(f) of the Company Disclosure Schedule, none of Company, the ERISA Affiliates or any additional payment from of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any "multiemployer plan" (within the meaning of Section (3)(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. Company and each ERISA Affiliate has complied in all material respects with the requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA. Each Company Benefit Plan may be unilaterally terminated and/or amended by Company at any time without damage or penalty. Neither Company nor any ERISA Affiliate has any unfunded liabilities pursuant to any Company Benefit Plan that is not intended to be qualified under Section 401(a) of the Code for which due and sufficient accruals have not been made in their respective books and records and financial statements. (g) Neither Company nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as would not, individually or in the aggregate, have a Material Adverse Effect on Company, (i) there is no labor strike, slowdown or work stoppage or lockout against Company or any subsidiary of its Subsidiaries and (includingii) there is no unfair labor practice charge or complaint against or pending before the National Labor Relations Board. Except as set forth on Section 3.14(g) of the Company Disclosure Schedule, without limitationthere is no representation, severanceclaim or petition pending before the National Labor Relations Board and, golden parachute to the knowledge of Company, no concerted effort relating to representation exists with respect to the employees of Company or bonus payments or otherwise)any of its Subsidiaries. Neither Company nor any Subsidiary has instituted any general "freeze" of, or (B) accelerate delayed or deferred in any material respect the vesting grant of, any cost-of-living or timing other salary adjustments for any of payment of any benefits or compensation payable in respect of any individualits employees.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets Except as set forth a true, correct and complete list in Section 3.15(a) of all the Company Disclosure Schedule: (a) All employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction plans within the meaning of Section 406 3(3) of the Employee Employment Retirement Income Security Act of 1974, as amended (“"ERISA”"), and all stock purchase, stock option, severance, retention, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan, multiemployer and all other employee benefit plans, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future), whether formal or informal, oral or written, legally binding or not (collectively, "Plans"), under which (i) any current or former employee, director or consultant of the Company or its Subsidiaries (the "Company Employees") has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has had or has any present or future liability (other than Stockholder Maintained Plans) (collectively, the "Company Plans") are in compliance with, and have been established, administered and operated in accordance with, the terms of such Company Plans and applicable Law, except for any failure to so comply, administer or operate the Company Plans that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Plans that are maintained by the Company or any of its Subsidiaries since January 1, 2001 (collectively, the "Company Maintained Plans") are set forth in Section 3.15(a) of the Company Disclosure Schedule. Section 3.15(a) of the Company Disclosure Schedule also sets forth a list of all Plans under which (i) any current or former employee, director or consultant of the Company and its Subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by Stockholder or its affiliates (other than the Company and its Subsidiaries) or (ii) the Stockholder or its affiliates (other than Company and its Subsidiaries) has had or has any present or future liability (collectively, "Stockholder Maintained Plans"). (b) The Internal Revenue Service has issued a determination or opinion letter to the effect that each such Company Maintained Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified. Except as could not, individually or in the aggregate, result in a Company Material Adverse Effect, (i) no event has occurred, and no condition exists, that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by applicable Law; (ii) neither the Company nor any of its Subsidiaries has engaged in any nonexempt prohibited transactions in connection with any Company Maintained Plan (or its related trust) with respect to which the Company or its Subsidiaries or any officer, director, employee of the Company or any of its Subsidiaries would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each neither the Company nor its Subsidiaries has incurred any liability under the fiduciary provisions of ERISA. No Company Maintained Plan that is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any "accumulated funded deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. None of the Company Plans or its Subsidiaries has been operated participated in or contributed to any multiemployer plan as defined in Section 3(37) of ERISA at any time during the prior six (6) years. Neither the Company nor any of its Subsidiaries has incurred or could reasonably be expected to incur any liability with respect to any Company Maintained Plan or Stockholder Maintained Plan that is subject to Title IV of ERISA, except for (i) any liability that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect or (ii) any contingent liability that will cease to be a contingent liability of the Company and administered its Subsidiaries upon the Stock Purchase Closing. (c) With respect to any Company Plan, except as would not, individually or in all material respects the aggregate, result in accordance with all applicable lawsa Company Material Adverse Effect, including ERISA. There are no (i) actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, benefits in the Internal Revenue Service, the Department of Labor ordinary course) are pending or otherwise, with respect threatened and (ii) facts or circumstances exist that could give rise to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than claims. (d) Except as set forth in the ordinary course. None Section 3.15(d) of the Company Plans is Disclosure Schedule, no Company Maintained Plan exists that, as a result of the execution of this Agreement or was the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could result in the (i) payment to any Company Employee of any money or other property; (ii) provision of any benefits or other rights of any Company Employee; or (iii) increase, acceleration or provision of any payments, benefits or other rights (whether or not a multiemployer plan "parachute payment" within the meaning of Section 3(37280G of the Code) to any Company Employee. (e) Except as set forth in Section 3.15(e) of ERISA. Neither the Company nor any subsidiary has announcedDisclosure Schedule, proposed or agreed to any change all Company Maintained Plans maintained outside the United States (collectively, the "Company Non-U.S. Plans") are in benefits under any Company Plan or the establishment of any new Company Plan. There compliance with, and have been no changes established, administered and operated in accordance with, the operation or interpretation terms of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither Non-U.S. Plans and applicable Law, except for any failure to so comply, establish, administer or operate the Company nor any subsidiary has incurred any liability for the misclassification of employees Non-U.S. Plans as leased employees or independent contractorswould not reasonably be expected to have a Company Material Adverse Effect. Except as provided for All such Company Non-U.S. Plans are set forth in this Subscription Agreement and in the other Offering Documents, the consummation Section 3.15(e) of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.Company

Employee Benefit Plans; ERISA. (a) Set forth on Schedule 4 hereto sets forth 2.13 (a) is a true, correct true and complete list of all employee benefit planseach Benefit Plan sponsored, programsmaintained, policies and arrangementsor contributed to, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including required to be contributed to by the Company or any subsidiaryCompany Subsidiary, within the meaning of section 414 in which present or former employees of the Internal Revenue Code Company or any Company Subsidiary participate, or with respect to which the Company or any of 1986the Company Subsidiaries has any liability, as amended (the “Code”)whether direct or indirect, maintain actual or have maintained on behalf of current contingent, whether formal or former membersinformal, partners, principals, directors, officers, managers, employees, consultants and whether legally binding or other personnelnot. (ib) There Except as disclosed on Schedule 2.13(b): (A) each of the Company's Benefit Plans and each Company Subsidiary's Benefit Plans have been maintained and are in compliance with the terms of such Benefit Plans and all Applicable Laws. (c) Neither the Company nor any Company Subsidiary has been no prohibited transaction ever maintained, established, sponsored, participated in, or contributed to, any "employee pension benefit plan" within the meaning of Section 406 3(2) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (iia "Pension Plan") none of the Company Plans is or was subject to Part 3 Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code or Section 302 or Title IV of ERISA; and Code. (iiid) each of Neither the Company Plans nor any Company Subsidiary has been operated and administered ever maintained, established, sponsored, participated in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect contributed to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan self-insured "group health plan" (within the meaning of Section 5000(b)(i) of the Code) that provides benefits to employees (other than medical flexible spending account, health reimbursement arrangement or similar program, including any such plan pursuant to which a stop-loss policy or contract applies). (e) Neither the Company nor any Company Subsidiary has ever contributed to or been obligated to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither the Company nor any subsidiary Company Subsidiary has announcedever maintained, proposed established, sponsored, participated in or agreed contributed to any change multiple employer plan or to any plan described in Section 413 of the Code. (f) No Company Benefit Plan provides, or reflects or represents any liability to provide, post-termination or retiree life insurance, health or other employee welfare benefits under to any Company Plan person for any reason, except as may be required by COBRA or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual reportother Applicable Law, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither and neither the Company nor any subsidiary Company Subsidiary has incurred ever represented, promised, or contracted (whether orally or in writing) to any liability for the misclassification of employee (either individually or to employees as leased employees a group) or any other person that such employee(s) or other persons would be provided with life insurance, health or other employee benefits after termination or retirement, except as required by statute. (g) Schedule 2.13(g) sets forth a complete and accurate list of each employee of the Company and each Company Subsidiary, including the name of such employee and the salary, wage or other compensation paid to each such employee on annual or hourly basis, as the case may be, on the date hereof, as well as the date of employment, their position, the date of their last increase in compensation and any other benefits or amount accrued by or owed to such employee, including without limitation any vacation days, sick days or holidays. To the Company's Knowledge, no such employee intends to terminate his or her employment with the Company for any reason. Schedule 2.13(g) also sets forth a complete and accurate list of each independent contractors. contractor or consultant engaged by the Company or any Company Subsidiary, including such contractor's or consultant's manner and amount of compensation, date of retention and the date of the last increase in such compensation. (h) Except as provided for in set forth on Schedule 2.13(h), neither the execution and delivery of this Subscription Agreement and in the other Offering Documents, nor the consummation of the transactions contemplated by this Subscription Agreement, either alone hereby or any termination of employment or service in combination with another event, will not connection therewith will: (Ai) result in any individual payment (including severance, golden parachute, bonus or otherwise), becoming entitled due and payable to any increase in the amount employee or former employee of compensation or benefits or any additional payment from the Company or any subsidiary Company Subsidiary, (includingii) result in any forgiveness of indebtedness owed or payable by any employee or former employee to the Company, without limitation, severance, golden parachute (iii) materially increase any benefits otherwise payable by the Company or bonus payments or otherwise)any Company Subsidiary, or (Biv) accelerate result in the acceleration of the time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Code. (i) Except as set forth on Schedule 2.13(i), there is no agreement, plan, arrangement or timing of other contract covering any employee that, considered individually or considered collectively with any other such agreements, plans, arrangements or other contracts, will, or could reasonably by expected to, give rise directly or indirectly to the payment of any benefits amount that would be characterized as a "parachute payment" within the meaning of Section 280G(b)(1) of the Code. There is no agreement, plan, contract or compensation payable in respect other arrangement by which the Company or any Company Subsidiary is or was bound to compensate any employee for excise taxes paid pursuant to Section 4999 of any individualthe Code. Schedule 2.13(i) lists all persons that the Company reasonably believes are "disqualified persons" (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof.

Employee Benefit Plans; ERISA. (a) Except as disclosed in Section 5.13(a) of the Company Disclosure Schedule 4 hereto sets forth a trueor the Company SEC Reports, correct at the date hereof, the Company and complete list of all its subsidiaries do not maintain or contribute to or have any obligation or liability to or with respect to any material employee benefit plans, programs, policies and arrangementsarrangements or practices, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, employee benefit plans within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (iset forth in Section 3(3) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or other similar material arrangements for the provision of benefits (excluding any "Multi-employer Plan" within the meaning of Section 3(37) of ERISA or a "Multiple Employer Plan" within the meaning of Section 413(c) of the Code) (such plans, programs, arrangements or practices of the Company and its subsidiaries being referred to as the "Company Plans"). Section 5.13 of the Company Disclosure Schedule lists all Multi-employer Plans to which any of them makes contributions or has any obligation or liability to make material contributions. Neither the Company nor any of its subsidiaries maintains or has any material liability with respect to any Multiple Employer Plan. Neither the Company nor any of its subsidiaries has any obligation to create or contribute to any additional such plan, program, arrangement or practice or to amend any such plan, program, arrangement or practice so as to increase benefits or contributions thereunder, except as required under the terms of the Company Plans, under existing collective bargaining agreements or to comply with applicable law. (b) Except as disclosed in the Company SEC Reports, (i) there have been no prohibited transactions within the meaning of Section 406 or 407 of ERISA or Section 4975 of the CodeCode with respect to any of the Company Plans that could result in penalties, taxes or liabilities which, singly or in the aggregate, could have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries, taken as a whole, (ii) except for premiums due, there is no outstanding material liability, whether measured alone or in the aggregate, under Title IV of ERISA with respect to any of the Company Plans; , (iiiii) neither the Pension Benefit Guaranty Corporation nor any plan administrator has instituted proceedings to terminate any of the Company Plans subject to Title IV of ERISA other than in a "standard termination" described in Section 4041(b) of ERISA, (iv) none of the Company Plans is or was subject to has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code Code), whether or Section 302 or not waived, as of the last day of the most recent fiscal year of each of the Company Plans ended prior to the date of this Agreement, (v) the current present value of all projected benefit obligations under each of the Company Plans which is subject to Title IV of ERISA; and ERISA did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such benefit liabilities by more than the amount, if any, disclosed in the Company SEC Reports as of December 31, 1997, based upon reasonable actuarial assumptions currently utilized for such Company Plan, (iiivi) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawslaws during the period of time covered by the applicable statute of limitations, including ERISA. There are no actionsexcept for failures to comply which, suits singly or claims pending in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or threatened other) or results of operations of the Company and its subsidiaries, taken as a whole, (other than routine claims for benefits), whether vii) each of the Company Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by participants, the Internal Revenue ServiceService to be so qualified and such determination has not been modified, revoked or limited by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, except that it may be necessary to make additional amendments retroactively to maintain the Department "qualified" status of Labor such Company Plans, and the period for making any such necessary retroactive amendments has not expired, (viii) with respect to Multi-employer Plans, neither the Company nor any of its subsidiaries has made or otherwisesuffered a "complete withdrawal" or a "partial withdrawal, as such terms are respectively defined in Sections 4203, 4204 and 4205 of ERISA and, to the best knowledge of the Company and its subsidiaries, no event has occurred or is expected to occur which presents a material risk of a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to the best knowledge of the Company and its subsidiaries, there are no material pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course, (x) the Company and its subsidiaries have no current material liability under Title IV of ERISA, and the Company and its subsidiaries do not reasonably anticipate that any such liability will be asserted against the Company or any of its subsidiaries, and (xi) no act, omission or transaction (individually or in the aggregate) has occurred with respect to any Company Plan and no facts exist under which that has resulted or could result in any such actions, suits material liability (direct or claims are likely to be brought or under which indirect) of the Company or any subsidiary could incur any liability with respect to a Company Plan other than in under Sections 409 or 502(c) of ERISA or Chapter 43 of Subtitle (A) of the ordinary courseCode. None of the Company Plans has an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) or is or was required to provide security to a multiemployer plan within the meaning of Company Plan pursuant to Section 3(37401(a)(29) of ERISA. Neither the Code. (c) The Company SEC Reports contain a true and complete summary or list of or otherwise describe all material employment contracts and other employee benefit arrangements with "change of control" or similar provisions and all severance agreements with executive officers. (d) Except as disclosed in Section 5.13(d) of the Company nor any subsidiary has announcedDisclosure Schedule, proposed there are no agreements which will or agreed may provide payments to any change in benefits current or former officer, employee, stockholder, or highly compensated individual which will be "parachute payments" under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, Code Section 280G that will not (A) result in any individual becoming entitled be nondeductible to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate subject to the vesting or timing of payment of any benefits or compensation payable in respect of any individualexcise tax imposed under Code Section 4999.

Employee Benefit Plans; ERISA. Schedule 4 hereto 5 of the Offering Documents sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise, with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(i) No Controlled Subsidiary has nor does it currently maintain for the benefit of its current or former Employees any Employee Benefit Plans, correct other than (A) group health, hospitalization and complete list of all employee benefit similar insurance plans, programs(B) a custom or practice of paying annual bonuses in December of each year, (C) the sick leave, holiday and vacation policies described in the employee handbook referred to in Section 2.12(d), all as described on Schedule 2.12(e) , (D) the non-qualified deferred compensation plans described on Schedule 2.12(e), and arrangements(E) the right of Employees to participate in the 401(k) plan described on Schedule 2.12(e) (collectively, whether written or unwritten (the “Company Plans”), that . Complete and correct copies of all Company Plans have been made available to the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelPurchaser for review. (iii) Each Company Plan has been operated in material compliance with its terms and the requirements of all applicable Laws. The Controlled Subsidiaries have performed all obligations required to be performed by them under, is not in any respect in default under or in violation of, and Seller has no Knowledge of any default or violation by any party to, any Company Plan. No Action is pending or, to the Knowledge of Seller, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of Seller, no fact or event exists that could give rise to any such Action. (iii) There has been no “prohibited transaction transaction” (within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ERISA or Section 4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participantsor any breach of any duty under ERISA, the Internal Revenue Service, the Department of Labor any other applicable Law or otherwiseany agreement, with respect to any Company Plan and no facts exist under which any such actions, suits could subject the Controlled Subsidiaries to liability either directly or claims are likely to be brought or under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary indirectly (including, without limitation, severancethrough any obligation of indemnification or contribution) for any damages, golden parachute penalties, taxes or bonus payments any other loss or expense. (iv) The Controlled Subsidiaries have no liability or contingent liability for providing, under any Plan or otherwise), any post-retirement medical, dental, death or other welfare or fringe benefits, other than group health plan continuation coverage under Sections 601-608 of ERISA and Section 4980B of the Code. Except with respect to any Company Plan that provides flexible spending account benefits, all medical, vision and other welfare benefit coverage and all death benefit coverage under each Plan is provided solely through insurance. (Bv) accelerate The Controlled Subsidiaries have at all times materially complied with the vesting or timing Patient Protection and Affordable Care Act, as amended, the Public Health Service Act, as amended, Section 105(h) of payment the Code, and Section 4980B of any benefits or compensation payable in respect the Code. The Controlled Subsidiaries will not be subject to excise taxes under the provisions of any individualSection 4980H of the Code.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true(a) Except as disclosed in Section 2.17 of the Company Disclosure Schedule, correct and complete list of all there are no “employee benefit plans, programs, policies and arrangements, whether written or unwritten ” (the “Company Plans”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades or businesses including the Company or any subsidiary, within the meaning of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Company. Any plans listed in Section 4975 2.17 of the CodeCompany Disclosure Schedule are hereinafter referred to as the “Company Employee Benefit Plans.” (b) Any current and prior material documents, including all amendments thereto, with respect to each Company Employee Benefit Plan have been provided to the Parent or its advisors. (c) All Company Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law. (d) There are no pending, or to the knowledge of the Company, threatened, claims or lawsuits which have been asserted or instituted against any Company Employee Benefit Plan, the assets of any of the trusts or funds under the Company Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Company Plans; Employee Benefit Plans or against any fiduciary of a Company Employee Benefit Plan with respect to the operation of such plan. (iie) none There is no pending, or to the knowledge of the Company Plans is Company, threatened, investigation or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits)possible enforcement action by the Pension Benefit Guaranty Corporation, whether by participantsthe Department of Labor, the Internal Revenue Service, the Department of Labor Service or otherwise, any other government agency with respect to any Company Employee Benefit Plan. (f) No actual or, to the knowledge of the Company, contingent liability exists with respect to the funding of any Company Employee Benefit Plan and no facts exist under which or for any such actionsother expense or obligation of any Company Employee Benefit Plan, suits or claims are likely to be brought or under which except as disclosed on the financial statements of the Company or any subsidiary could incur any in Section 2.17 of the Company Disclosure Schedule, and to the knowledge of the Company, no contingent liability exists under ERISA with respect to a Company Plan other than any “multi-employer plan,” as defined in the ordinary course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation of the transactions contemplated by this Subscription Agreement, either alone or in combination with another event, will not (A) result in any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.