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. Schedule 4 hereto sets forth a true, correct and complete list of all (a) All material written "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”"), and all other pension, profit sharing, retirement, supplemental retirement, stock, stock option, change of control, basic and supplemental accidental death and dismemberment, basic and supplemental life and health insurance, post-retirement medical or life, welfare, dental, vision, savings, bonus, deferred compensation, incentive compensation, business travel and accident, severance pay, salary continuation, short-term and long-term disability, termination or other compensation plan, arrangement or agreement or other material employee fringe benefit plans maintained by the Company or any of the Company Subsidiaries or any other employer (an "ERISA Affiliate") that is, or at any relevant time was, together with the Company or any of the Company Subsidiaries, treated as a "single employer" under Section 4975 414(b), 414(c), 414(m) or 414(o) of the Code, with respect or 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 Subsidiaries or any ERISA Affiliate contributes or is obligated to contribute thereunder for current or was former employees of the Company or any of the Company Subsidiaries (the "Employee Benefit Plans") other than any Employee Benefit Plan which is a multiemployer plan within the meaning of plan, as defined in Section 3(37) of ERISAERISA ("Multiemployer Plan"), are, in all material respects, maintained in accordance with their terms and with all applicable provisions of the Code and ERISA (including rules and regulations thereunder) and other applicable federal and state laws and regulations, including the timely filing of all material reports, returns and similar documents with the appropriate government agency or distribution to Employee Benefit Plan participants, as applicable, except where the failure to so maintain them would not be reasonably likely to result in a Company Material Adverse Effect. Neither the Company nor any subsidiary has announcedTrue and complete copies of each such Employee Benefit Plan, proposed or agreed to any change in benefits under any Company Plan or the establishment and where applicable, a copy 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 determination letter received from the Company or any subsidiary Internal Revenue Service (including, without limitation, severance, golden parachute or bonus payments or otherwisethe "IRS"), or (B) accelerate and the vesting or timing of payment of any benefits or compensation payable in most recent IRS Form 5500 filed, with respect of any individualto each such Employee Benefit Plan, have been furnished to Buyer.

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 any liability with respect ERISA Affiliate ever contributed or been required 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 contribute 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 individualmultiemployer plan.

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) All Company Employee Benefit Plans (as defined below) are and have been established and administered in accordance with their terms in all material respects and are in compliance in all material respects with all applicable requirements of Law, including without limitation ERISA (as defined below) and the Code, and (ii) the Company has no 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 other than contribution obligations and payment of benefits arising in the normal course under any Company Employee Benefit Plan. Schedule 4 hereto sets forth 3.13(a)(1) of the Company Disclosure Schedule contains a true, correct true and complete list of all Company Employee Benefit Plans and all ERISA Affiliates under which any current or former 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 director of a controlled group of companies or trades or businesses including the Company or any subsidiaryof its Subsidiaries has any right to benefits sponsored or maintained by the Company or any of its Subsidiaries. The execution of, within the meaning of section 414 and performance of the Internal Revenue Code transactions contemplated in, this Agreement by the Company will not constitute an event under any Company Employee Benefit Plan that will or may result in any payment (whether of 1986, as amended (the “Code”severance pay or otherwise), maintain acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or have maintained on behalf of obligation to fund benefits with respect to any current or former membersemployee or beneficiary thereof, partners, principals, directors, officers, managers, employees, consultants or other personnel. result in the payment to any employee of the Company or any of its Subsidiaries of an amount that will be an “excess parachute payment” (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 280G(b)(1) of the Code, with respect ). The only severance agreements or severance policies applicable to any the Company are the agreements and policies set forth in Schedule 3.13(a)(3) of the Company Plans; (iiDisclosure Schedule. Each Company Employee Benefit Plan and related trust intended to be qualified under Section 401(a) none of the Company Plans is or was subject to Section 412 501(c)(9) of the Code has received (or Section 302 has pending with the IRS a request for) a favorable determination, opinion or Title IV of ERISA; and (iii) each notification letter from the IRS or has remaining a remedial amendment period in which to apply for such a letter. To the knowledge of the Company Plans Company, no event or circumstance has been operated and administered in all material respects in accordance with all applicable lawsoccurred that could reasonably be expected to cause the loss of such qualification, 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 event has occurred and no condition exists that would subject 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 entities within the meaning of Section 3(37common control (each, an ERISA Affiliate) of ERISA. Neither the Company nor any subsidiary has announced(as defined by Sections 414(b), 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(c), 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 otherwisem), or (Bo) accelerate of the vesting Code) to any material penalty, fine or timing of payment of any benefits Lien imposed by ERISA, the Code or compensation payable in respect of any individualother applicable Laws.

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; (ii) none ”). True and complete copies of the each 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 Benefit Plan, including, but not limited to, any trust instruments and/or insurance contracts, if any, forming a part thereof, 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 amendments thereto and the most recent determination letters issued by participants, the Internal Revenue Service, all government and regulatory approvals received from any foreign Regulatory Agency, the Department of Labor 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 otherwise, with respect made available 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 ERISAParent. Neither the Company nor any subsidiary of its subsidiaries has announced, proposed any current plan or agreed commitment to create any change in benefits under any additional Company Benefit Plan or modify or change any existing Company Benefit Plan that would materially increase 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 provided to any employee or any additional payment from former employee, consultant or director of the Company or any subsidiary (includingof the Company, without limitationother than to comply with changes in the laws or regulations applicable thereto. Since the Audit Date there has been no material change, severanceamendment, golden parachute or bonus payments or otherwise)modification to, or (B) accelerate adoption of, any Company Benefit Plan other than to comply with changes in the vesting laws or timing of payment of any benefits or compensation payable in respect of any individualregulations applicable thereto.

Employee Benefit Plans; ERISA. (a) Section 4.14 of Xxxxxx'x Disclosure Schedule 4 hereto sets forth a true, correct and complete list of lists all material employee benefit plans, programsemployment contracts or other arrangements for the provision of benefits for employees or former employees of Xxxxxx and its subsidiaries (other than its foreign subsidiaries as to which such disclosure shall be provided within ten business days after the date hereof and as to which the agreements, policies and arrangementsplans, whether written contracts, or unwritten (other arrangements thereof shall not be unduly burdensome or out of the “Company Plans”ordinary), that the Companyand, except as set forth in Section 4.14(a) of Xxxxxx'x Disclosure Schedule, neither Xxxxxx nor its subsidiaries have any subsidiary commitment to create any additional plan, contract or arrangement or to amend any other corporation such plan, contract or business which is now or at the relevant time was a member arrangement so as to increase benefits thereunder, except as required under existing collective bargaining agreements. Section 4.14(a) 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 Xxxxxx'x Disclosure Schedule identifies all "employee benefit plans" within the meaning of Section 406 3(3) 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 plans" within the meaning of Section 3(37) of ERISA. Neither , covering current or former employees of Xxxxxx and its subsidiaries (the Company nor any subsidiary has announced"Xxxxxx Plans"), proposed or agreed to any change other than Xxxxxx Plans which are described in benefits under any Company Plan Xxxxxx 1995 Reports or the establishment Proxy Statement for the 1995 Annual Meeting of Stockholders of Xxxxxx. A true and correct copy of each of the employee benefit plans, employment contracts and other arrangements for the provision of benefits for employees and former employees of Xxxxxx and its subsidiaries described in the Xxxxxx SEC Reports, the Xxxxxx Plans listed on Section 4.14(a) of Xxxxxx'x Disclosure Schedule, except for any multiemployer plans, and all contracts relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance contracts, investment management agreements, subscription and participation agreements and recordkeeping agreements), each as will be in effect at the Effective Time, has been provided to Recoton. In the case of any new Company Planemployee benefit plan, employment contract or other benefit arrangement which is not in written form, an accurate description of such plan, contract or arrangement as will be in effect at the Effective Time has been provided to Recoton. There have been no changes in the operation or interpretation A true and correct copy of any Company Plan since the most recent annual report, actuarial report, summary plan description, and Internal Revenue Service determination letter with respect to each such Xxxxxx plan, to the extent applicable, and a current schedule of assets (and the fair market value thereof assuming liquidation of any asset which would is not readily tradeable) held with respect to any funded plan, Xxxxxx Plan, or benefit arrangement has been provided to Recoton by Xxxxxx, and there have any been no 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 changes 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 financial condition in the amount of compensation respective plans, Xxxxxx Plans or benefits or any additional payment benefit arrangements 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 that stated in respect of any individualsuch annual report and actuarial reports.

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. 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 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 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 (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 the CodeERISA, 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 PlansDisclosure 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) none of the two most recent annual actuarial valuations, if any, prepared for each Company Plans is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISABenefit Plan; and (iii) each of the Company Plans has been operated two most recent annual reports (Series 5500 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 benefitsschedules thereto), whether 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 participantsor furnished since January 1, 1996 to Company or any ERISA Affiliate from the Internal Revenue Service, Pension Benefit Guaranty Corporation, the Department of Labor or otherwise, any other Governmental Authority with respect to any each Company Benefit Plan, including the most recent determination letter received from the Service, if any, for each Company Benefit Plan and no facts exist under related trust which any such actions, suits or claims are likely is intended to be brought or under which satisfy the requirements of Section 401(a) of the Code; (vi) if the Company or any subsidiary could incur any liability with respect to a Company Benefit 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 announcedfunded, 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 and periodic accounting of operating, maintaining or providing benefits under 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. Neither the Company nor any subsidiary has incurred any liability for the misclassification of ; and (viii) all summary plan descriptions and all other material written communications distributed to employees as leased employees or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documentssince January 1, 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 1996 relating 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 individualBenefit Plan.

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. PART 3.20 of the Disclosure Schedule 4 hereto sets forth a trueidentifies each employee pension, correct retirement, profit sharing, bonus, incentive, deferred compensation, hospitalization, medical, dental, vacation, insurance, sick pay, disability, severance or other plan, fund, program, policy, Contract or arrangement providing employee benefits maintained or contributed to by BSI for the benefit of employees of the Company and complete list of all employee benefit plans, programs, policies and arrangements, whether written its Subsidiary 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 by the Company or its Subsidiary (the "Plans"). Neither BSI nor the Company nor its Subsidiary has any subsidiaryformal plan or commitment, within the meaning of section 414 whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee of the Internal Revenue Code Company or its Subsidiary. Except as set forth on PART 3.20 of 1986the Disclosure Schedule: (a) all such Plans comply in all material respects with their provisions and all applicable laws, 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 including the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”)") and the IRC and the regulations and rulings thereunder; (b) all contributions to or payments under such Plans that were due and payable by BSI, the Company or Section 4975 its Subsidiary on or before the date hereof have been made and will have accrued (in accordance with GAAP consistently applied) as of the Closing Date all payments due but not yet payable as of the Closing Date, so there will not have been, nor will there be, any Accumulated Funding Deficiencies (as defined in ERISA or the Code) or waivers of such deficiencies; and (c) none of the Plans subject to Title IV of ERISA has been terminated, no proceeding to terminate any of such Plans has been instituted, there has been no complete or partial withdrawal or occurrence of any other event that would result in the imposition of liability on BSI, the Company or its Subsidiary under Title IV of ERISA, and there would be no liability of BSI, the Company or its Subsidiary under Title IV of ERISA if any of the Plans were terminated as of the Closing Date. True and correct copies and descriptions of all of the Plans and all employees affected or covered by the Plans have been provided to Purchaser prior to the Closing Date. If permitted and/or required by applicable law, all of the Plans have been properly submitted in good faith to meet the applicable requirements of ERISA and/or the IRC to the Internal Revenue Service ("IRS") for its approval within the time prescribed therefor under applicable federal regulations. Favorable letters of determination of such tax-qualified status from the IRS are attached to PART 3.20 of the Disclosure Schedule. Purchaser has been furnished with respect a true and correct copy of the most current Form 5500 and any other form or filing required to be submitted to any governmental agency with regard to any of the Company Plans; (ii) none Plans and the most current actuarial report with regard to any of the Company Plans is or was subject to Section 412 Plans. All fiduciaries of the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered have complied in all material respects in accordance with the provisions of the Plans and with all applicable laws, laws including ERISA. There are no actions, suits or claims pending or threatened (other than routine claims for benefits), whether by participants, ERISA and the Internal Revenue Service, IRC and the Department of Labor or otherwise, with respect to any Company Plan regulations 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 ERISArulings thereunder. 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, either alone or in combination with another event, hereby will not (Aa) 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 (includingincluding severance, without limitation, severanceunemployment compensation, golden parachute or bonus payments otherwise) becoming due under any of the Plans, (b) increase any benefits otherwise payable under any of the Plans, or otherwise(c) result in the acceleration of the time of payment or vesting of any such benefits to any extent. There are no pending actions, claims or lawsuits which have been asserted or instituted against any of the Plans, the assets of any of the trusts under such Plans, the plan sponsor, the plan administrator or against any fiduciary of any of the Plans (other than routine benefit claims) nor does BSI, the Company or its Subsidiary have knowledge of facts which could form the basis for any such action, claim or lawsuit. There are no investigations or audits of any of the Plans, any trusts under such Plans, the plan sponsor, the plan administrator or any fiduciary of any of the Plans which have been threatened or instituted nor does BSI, the Company or its Subsidiary have knowledge of facts which could form the basis for any such investigation or audit. Except as disclosed in PART 3.20 of the Disclosure Schedule, no event has occurred which will result in material liability to the Company or its Subsidiary in connection with any employee benefit plan established, maintained, or contributed to (currently or previously) by BSI, the Company or its Subsidiary or by any other entity which, together with any of such entities, constitute elements of either (i) a controlled group of corporations (within the meaning of Section 414(b) of the IRC), (ii) a group of trades or businesses under common control (within the meaning of Sections 414(c) of the IRC or 4001 of ERISA), (iii) an affiliated service group (within the meaning of Section 414(m) of the IRC), or (Biv) accelerate another arrangement covered by Section 414(o) of the vesting or timing of payment of any benefits or compensation payable in respect of any individualIRC.

Employee Benefit Plans; ERISA. Schedule 4 hereto sets forth a true, correct 4.12 contains an accurate 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 Employee Plans of a controlled group of companies or trades or businesses including the Company or any subsidiaryof its Subsidiaries, within the meaning accurate and complete copies of section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), maintain or which have maintained on behalf of current or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelbeen delivered to RSOL. (i) There has been no prohibited transaction within the meaning of Section 406 of the Each such 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 Plan has been operated and administered in all material respects in accordance with all applicable laws, its terms (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 contributions) and in material compliance with all applicable Laws including ERISA and the Code, to the extent applicable. No such Employee Plan has incurred any Company Plan and no facts exist under which any such actions, suits “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or claims are likely to be brought or under which Section 412 of the Code). Neither the Company nor any ERISA Affiliate has maintained or any subsidiary could incur any liability with respect contributed to a Company Plan other than in (i) “defined benefit plan” (within the ordinary course. None meaning of the Company Plans is or was a Section 3(35) of ERISA), (ii) “multiemployer plan plan” (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) 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 ERISA Affiliate had any actual or potential liability with respect to any of these types of plans at any time. Except as set forth on Schedule 4.12, no individual will accrue or receive additional benefits, credit for service or accelerated rights to payments of benefits as a direct result of the transactions contemplated by this Agreement. Neither the Company nor any subsidiary has announcedSubsidiary maintains an Employee Plan that is intended to be qualified under Section 401(a) of the Code. Schedule 4.12 lists each written agreement, proposed contract, or agreed other arrangement, whether or not an Employee Plan (collectively a “Plan”) to which the Company or any change in benefits under any Company Plan or of its Subsidiaries] is a party that, to the establishment Knowledge of any new Company Plan. There have been no changes in the operation or interpretation Company, is a “nonqualified deferred compensation plan” subject to Section 409A 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 PlanCode. Neither the Company nor any subsidiary of its Subsidiaries has incurred any liability actual or potential obligation to reimburse or otherwise “gross-up” any Person for the misclassification of employees as leased employees interest or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documents, the consummation additional tax set forth under Section 409A(a)(1)(B) 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. (a) Section 4.12(a) of the Company Disclosure Schedule 4 hereto sets forth a true, complete and correct and complete list of all each plan, program, arrangement or agreement which is an employment, consulting, termination or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance plan, or vacation or other employee benefit plansplan, programsprogram, policies and arrangementsarrangement or agreement, whether written or unwritten (the 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, 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 benefit plan” within the meaning of Section 406 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), covering any employee or Section 4975 of the Code, with respect to any consultant 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 ERISA Affiliate has any liability obligation to contribute, or with respect to a Company Plan other than in the ordinary course. None of which the Company Plans is or was any ERISA Affiliate has or may have any liability (each a multiemployer plan within “Company Benefit Plan” and, collectively, the meaning “Company Benefit Plans”). The Company has delivered or made available to PTI true and complete copies of Section 3(37) of ERISA. Neither the each Company nor Benefit Plan as currently in effect, including, but not limited to, any subsidiary has announcedtrust instruments and/or insurance contracts, 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 if any, forming a part thereof, all amendments thereto and the most recent annual reportdetermination letters issued by the United States Internal Revenue Service (the “IRS”), which would have all government and regulatory approvals received from any * Confidential treatment requested foreign Regulatory Agency, the most recent summary plan descriptions (including any material effect on modifications), the cost of operatingmost recent audited financial reports, maintaining or providing benefits under such if any, for any Company Benefit Plan and the two most recent Forms 5500, including financial statements and actuarial valuations, if any, required to be filed with the Internal Revenue Service with respect to each Company Benefit Plan. Neither the Company nor any subsidiary ERISA Affiliate has incurred made any liability for 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 materially increase the misclassification of employees as leased employees benefits provided to any employee or independent contractors. Except as provided for in this Subscription Agreement and in the other Offering Documentsformer employee, the consummation consultant or director of the transactions contemplated Company, except as required 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 individualapplicable laws.

Employee Benefit Plans; ERISA. (a) Section 3.17 of the Company Disclosure Schedule 4 hereto sets forth a truethe name of each Company Plan (as defined below) and of each bonus, correct and complete list of all deferred compensation, incentive compensation, profit sharing, salary continuation, employee benefit plansplan, programsstock purchase, policies and arrangementsstock option, whether written employment, severance, termination, golden parachute, consulting or unwritten (the “Company Plans”), that the Company, any subsidiary supplemental retirement plan or any other corporation or business agreement to 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 Subsidiary is a party to or contributes to or pursuant to which any employee of the Internal Revenue Code of 1986Company or any Subsidiary is entitled to benefits (collectively, as amended (the “Code”"Benefit Plans"), maintain or true copies of which have maintained on behalf heretofore been delivered to Parent. Except as set forth in Section 3.17 of current or former membersthe Company Disclosure Schedule, partners, principals, directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within the meaning of Section 406 of each Company Plan and Benefit Plan complies with the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), the Code and all other applicable laws and administrative or governmental rules and regulations except for any such noncompliance that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. No "reportable event" (within the meaning of Section 4975 4043 of the Code, ERISA) has occurred and no notice of such event is pending with respect to any of Company Plan; neither the Company Plansnor any of its ERISA Affiliates has withdrawn from any Company Plan under Section 4063 of ERISA or has taken, or is currently considering taking, any action to do so; (ii) none of the and no action has been taken, or is currently being considered, to terminate any Company Plans is or was Plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and , in any such case, where such event, withdrawal or action, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. No Company Plan, nor any trust created thereunder, has incurred any material "accumulated funding deficiency" (iii) each as defined in Section 302 of ERISA), whether or not waived. Except as set forth in Section 3.17 of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawsDisclosure Schedule, including ERISA. There there are no (individually or in the aggregate) actions, suits or claims pending or or, to the knowledge of the Company, 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 or Benefit Plan and no facts exist under which any such actionsthat is, suits individually, or claims are in the aggregate, reasonably likely to be brought or under which the Company or any subsidiary could incur any liability with respect to result in 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 ERISAMaterial Adverse Effect. Neither the Company nor any subsidiary of its ERISA Affiliates has announcedincurred or would reasonably be expected to incur any liability under or pursuant to Title IV of ERISA that has not been satisfied in full and that are, proposed individually, or agreed in the aggregate, reasonably likely to result in a Company Material Adverse Effect. To the knowledge of the Company, no non-exempt prohibited transactions described in Section 406 of ERISA or Section 4975 of the Code have occurred. Except as set forth in Section 3.17 of the Company Disclosure Schedule, all Company Plans and Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received a favorable determination letter as to such qualification from the Internal Revenue Service, and no event has occurred, either by reason of any change in benefits under action or failure to act, which could be expected to cause the loss of any such qualification, and the Company is not aware of any reason why any Company Plan or the establishment of any new Company Planand Benefit Plan is not so qualified in operation. 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. Schedule 4 hereto sets forth a true, correct and complete list of all (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 Section 4975 of other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the Codefuture), with respect to whether formal or informal, oral or written, legally binding or not (collectively, “Plans”), under which any current or former employee, director or consultant of the Company or its Subsidiaries 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 (collectively, the “Company Plans”) are in compliance with, and have been established, administered and operated in accordance with, the terms of such Company Plans, ERISA, the Code and all other 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. Each material Company Plan is set forth in Section 2.14(a) of the Company Disclosure Schedule. With respect to each Company Plan (other than any Company Plans maintained outside the United States (collectively, the “Company Non-U.S. Plans”), each of which, along with documents under applicable non-U.S. Law that are analogous to the documents described in clauses (i)–(v) of this sentence, shall be made available to Buyer by the Company within 30 days after the receipt by the Company of a written request from Buyer for such plan), the Company has made available to Buyer a true, correct and complete copy of: (i) each writing constituting a part of such Company Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) none 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; (vi) the most recent determination letter from the IRS, if any; and (v) the most recent actuarial report or other financial statement, if any. All Company Non-U.S. Plans are specified in Section 2.14(a) of the Company Plans is or was subject Disclosure Schedule. With respect to Section 412 of the Code or Section 302 or Title IV of ERISA; and each Company Non-U.S. Plan, (iiii) each of the such Company Plans Non-U.S. Plan has been operated and administered maintained in all material respects in accordance with all applicable lawsrequirements and all applicable Laws; (ii) if intended to qualify for special tax treatment, including ERISA. There are no actions, suits such Company Non-U.S. Plan meets all requirements for such treatment; (iii) if intended 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 required to be brought funded and/or book-reserved, such Company Non-U.S. Plan is fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions; and (iv) no material liability exists or under which reasonably could be imposed upon the assets of 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 its Subsidiaries by reason 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 Non-U.S. 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. Except as set forth on Schedule 4 hereto sets forth a true----------------------------- 2.12(a) of the Company Disclosure Schedule, correct the Company and complete list of all its subsidiaries do not maintain or contribute to or have any obligation or liability, actual or contingent, to or with respect to, directly or indirectly, any 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 Section 4975 other similar arrangements for the provision of benefits to employees (such plans, programs, arrangements or practices of Company and its subsidiaries being referred to as the Code, with "Company Plans"). With respect to any of the each Company Plans; Plan, (iii) 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)benefits in the ordinary course) are pending or, whether by participantsto the knowledge of the Company, threatened, (ii) to the Internal Revenue Serviceknowledge of the Company, the Department of Labor or otherwise, with respect to any Company Plan and no facts or circumstances exist under which that could give rise to any such actions, suits or claims are likely to be brought or under which claims, and (iii) no events have occurred and no conditions exist that would subject the Company or any subsidiary could incur of its subsidiaries, either directly or indirectly, to any tax, fine, lien, penalty or other liability with respect imposed by ERISA, the Code or other applicable laws, rules and regulations. Neither Company nor any of its subsidiaries has any obligation to a Company Plan other than in 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 ordinary course. None terms of the Company Plans is Plans, or was a multiemployer plan within the meaning of Section 3(37) of ERISAto comply with applicable law. Neither the Company nor any subsidiary of its subsidiaries contributes to, maintains, or has announcedan actual or contingent liability with respect to, proposed or agreed sponsors any defined benefit pension plan and/or arrangement (whether or not subject to Title IV of ERISA). All Company Plans are in compliance in all material respects with the requirements prescribed by any change in benefits under any and all statutes (including ERISA and the Code) and all other applicable laws, rules and regulations. Except as set forth on Schedule 2.12(b) of the 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 reportDisclosure Schedule, 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 its subsidiaries has incurred any actual or contingent liability for in respect of the misclassification provision of employees post-employment or post-retirement benefits, including, but not limited to, health and life insurance benefits to any person (other than post-employment benefits provided in accordance with the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as leased employees amended, or independent contractorscomparable state law). Other than as set forth on Schedule 2.12(c) of the Company Disclosure Schedule, no Company Plan or other agreement or arrangement exists that, as a result of the transaction contemplated by this Agreement, could result in the payment to any present or former employee of the Company or its subsidiaries of any money or other property or accelerate the time of, or increase the amount of payment to which such person may otherwise be entitled, or provide any other rights or benefits to any present or former employee of the Company or its subsidiaries or any other person, whether or not such payment would constitute a parachute payment within the meaning of Section 280G of the Code. Except as provided for in this Subscription Agreement and in set forth on Schedule 2.12(c) of the other Offering DocumentsCompany Disclosure Schedule, no employee or former employee of the consummation Company or any of its subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such benefit (including acceleration of vesting or exercise of an incentive award) as a result 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 individualhereby.

Employee Benefit Plans; ERISA. (a) Schedule 4 hereto 4.18(a) sets forth a true, correct an accurate and complete list of all ---------------- "employee pension benefit plans" as defined in Section 3(2) of ERISA ("Pension ------- Plans"), "welfare benefit plans" as defined in Section 3(1) of ERISA ("Welfare ----- ------- Plans") and stock bonus, stock option, restricted stock, stock appreciation ----- right, stock purchase, bonus, incentive, deferred compensation, severance, and vacation plans, employment or consulting agreements, and all other employee benefit plans, programs, policies and or arrangements, whether written covering employees (or unwritten former employees) of the Company or its Subsidiaries, maintained or contributed to by the Company or its Subsidiaries or any of their ERISA Affiliates (the “Company Plans”as hereinafter defined), that or to which the Company, any subsidiary Company or its Subsidiaries or any other corporation of their ERISA Affiliates contributes or business which is now obligated to make payments thereunder or at otherwise may have any liability (collectively, the relevant time was "Employee Benefit ---------------- Plans"). For purposes of this Agreement, "ERISA Affiliate" shall mean any ----- --------------- person (as defined in Section 3(9) of ERISA) that is or has been a member of a controlled any group of companies persons described in Section 414(b), (c), (m), (o) or trades or businesses (t) of the Code including the Company or any subsidiary, within the meaning of section 414 a Subsidiary 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. (ib) There has been no prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974The Company and its Subsidiaries, 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 Pension Plans has been operated and administered Welfare Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws in connection with the Employee Benefit Plans. (c) All contributions to, and payments from, the Pension Plans that are required to have been made in accordance with all applicable lawsthe Pension Plans have been timely made. (d) Any Pension Plans intended to qualify under Section 401 of the Code have been determined by the IRS to be so qualified and no event has occurred and no condition exists with respect to the form or operation of such Pension Plans that would cause the loss of such qualification or exemption or the imposition of any material liability, including penalty or tax under ERISA or the Code. (e) Each Pension Plan that is not qualified under Code section 401(a) or 403(a) is exempt from Part 2, 3 and 4 of Title I of ERISA as an unfunded plan that is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. No assets of the Company are allocated to or held in a "rabbi trust" or similar funding vehicle. (f) There are (i) no actionsinvestigations pending by any governmental entity (including the Pension Benefit Guaranty Corporation (the "PBGC")) ---- involving the Pension Plans or Welfare Plans, suits or claims and (ii) no pending or threatened claims (other than routine claims for benefits), whether by participantssuits or proceedings against any Pension Plan or Welfare Plan, against the Internal Revenue Service, assets of any of the Department trusts under any Pension Plan or Welfare Plan or against any fiduciary of Labor any Pension Plan or otherwise, Welfare Plan with respect to the operation of such plan or asserting any Company Plan and no facts exist under which any such actions, suits rights 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.benefits

Employee Benefit Plans; ERISA. Schedule 4 hereto of the Investor Package 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. 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 a) Except as described in the Company SEC Reports filed prior to the date of this Agreement or any subsidiaryas would not have a Company Material Adverse Effect, 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 all Company Employee Benefit Plans (as defined below) are in compliance with all applicable requirements of Section 406 of the Employee Retirement Income Security Act of 1974law, including without limitation ERISA (as amended (“ERISA”), or Section 4975 of defined below) and the Code, (ii) neither the Company nor any of its Subsidiaries has any liabilities or obligations, other than for payment of benefits in accordance with their respective terms, with respect to any such Company Employee Benefit Plans, whether accrued, contingent or otherwise, nor to the knowledge of the Company Plans; (ii) none of the Company Plans is are any such liabilities or was subject obligations expected to Section 412 of the Code or Section 302 or Title IV of ERISA; be incurred, and (iii) each Company Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code is qualified under that Section, and, if applicable, each such Plan also complies with the requirements of Section 401(k) of the Code. Except as specifically disclosed in Section 3.13 of the Company Plans has been operated Disclosure Letter, the execution of, and administered 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 all material respects in accordance with all applicable laws, including ERISA. There are no actions, suits any payment (whether of severance pay or claims pending or threatened (other than routine claims for benefitsotherwise), whether by participantsacceleration, the Internal Revenue Serviceforgiveness of indebtedness, the Department of Labor vesting, distribution, increase in benefits or otherwise, obligation to fund benefits with respect to any Company Plan and no facts exist under which any such actionsemployee. The only management, suits employment, deferred compensation, consulting, termination, change-in-control, severance, or claims are likely similar agreements or policies applicable to be brought or under which the Company or any subsidiary could incur any liability with respect of its Subsidiaries are the agreements and policies specifically referred to a Company Plan other than in the ordinary course. None Section 3.13 of the Company Plans is or was a multiemployer plan within the meaning Disclosure Letter. Except as disclosed in Section 3.13 of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announcedDisclosure Letter, proposed no compensation award, benefit or agreed to any change in benefits under any Company Plan payment, and no acceleration of the exercisability or the establishment vesting of any new Company Plan. There have been no changes in such award, benefit or payment, provided under the operation or interpretation terms of any Company Employee Benefit Plan since will be disallowed as a deduction to the most recent annual reportCompany, which would have any material effect on the cost Subsidiary 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 the Parent under Sections 280G or bonus payments or otherwise), or (B162(m) accelerate of the vesting or timing of payment of any benefits or compensation payable in respect of any individualCode.

Employee Benefit Plans; ERISA. (a) The Company Disclosure Schedule 4 hereto sets forth the name of each Company Plan (as defined below) and of each bonus, deferred compensation (together with a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “Company Plans”participants therein), that the Companyincentive compensation, any subsidiary or any other corporation or business which is now or at the relevant time was salary continuation (together with a member list 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”participants therein), maintain stock purchase, stock option, employment, severance, termination, consulting or supplemental retirement plan or agreement, true copies of which have maintained on behalf of current heretofore been made available or former members, partners, principals, directors, officers, managers, employees, consultants or other personnelwill be made available to Parent. (i) There has been no prohibited transaction within the meaning of Section 406 of Each Company Plan complies in all material respects with the Employee Retirement Income Security Securities Act of 1974, as amended (“"ERISA”"), the Code and all other applicable laws and administrative or governmental rules and regulations. No "reportable event" (within the meaning of Section 4975 4043 of the Code, ERISA) has occurred with respect to any of Company Plan for which the 30-day notice requirement has not been waived (other than with respect to the transactions contemplated by this Agreement); neither the Company Plansnor any of its ERISA Affiliates has withdrawn from any Company Plan under Section 4063 of ERISA or Company Multiemployer Plan (as hereinafter defined) under Section 4203 or 4205 of ERISA or has taken, or is currently considering taking, any action to do so; (ii) none of the and no action has been taken, or is currently being considered, to terminate any Company Plans is or was Plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; and . No Company Plan, nor any trust created thereunder, has incurred any "accumulated funding deficiency" (iii) each as defined in Section 302 of the Company Plans has been operated and administered in all material respects in accordance with all applicable lawsERISA), including ERISAwhether or not waived. There are no actions, suits or claims pending or or, to the knowledge of the Company, 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 actionswould reasonably be expected to have, suits individually or claims are likely to be brought or under which in the Company or any subsidiary could incur any liability with respect to aggregate, 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 ERISAMaterial Adverse Effect. Neither the Company nor any subsidiary of its ERISA Affiliates has announcedincurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA that has not been satisfied in full. To the knowledge of the Company, proposed no non-exempt prohibited transactions described in Section 406 of ERISA or agreed Section 4975 of the Code have occurred. All Company Plans that are intended to be qualified under Section 401(a) of the Code have received a favorable determination letter as to such qualification from the Internal Revenue Service, and no event has occurred, either by reason of any change in benefits under action or failure to act, which could be expected to cause the loss of any such qualification, and the Company is not aware of any reason why any Company Plan or the establishment of any new Company Plan. There have been no changes is not so qualified 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 Planoperation. Neither the Company nor any subsidiary of its ERISA Affiliates knows or has incurred been notified by any liability for Company Multiemployer Plan that such Company Multiemployer Plan is currently in reorganization or insolvency under and within the misclassification meaning of employees as leased employees Section 4241 or independent contractors4245 of ERISA or that such Company Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA. 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 As used herein: (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 (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, 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 Section 4975 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 CodeCode and ERISA and the liabilities under such plan were fully satisfied. CineMasters does not have any formal plan or commitment, with respect 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 Company Plans; foregoing) relating to the Plans and all other relevant documents governing or relating to the Plans in effect on the date hereof (iiincluding without limitation, the latest summary plan description, the latest annual report (and all attachments) none of filed with the Company Plans is or was subject Internal Revenue Service ("IRS") 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 Plans, 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 the latest favorable determination letter issued by the IRS 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 each 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 otherwiseapplicable), 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 4.14(a) of the Stockholders 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 plans within the meaning of Section 406 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), and all severance, bonus or Section 4975 other incentive compensation, deferred compensation, relocation, tuition assistance, stock purchase, stock option or award, vacation or disability plans, programs and policies (the "Plans") that Holdings or any Holdings Subsidiary maintains or contributes to on behalf of the Codeits current or former employees, with respect to officers, and/or their dependents or beneficiaries or that Holdings, any of the Company Plans; (ii) none of the Company Plans Holdings Subsidiary, any predecessors thereto, or any entity that is or was subject to a member of the same controlled group (within the meaning of Section 412 414(b), (c) or (m) of the Code or Section 302 or Title IV 4001(a)(4) of ERISA; ) as Holdings or any Holdings Subsidiary have maintained, contributed to, sponsored, or had an obligation to contribute to since their commencement of business to the extent that Holdings or any Holdings Subsidiary has or may have any potential liability with respect to such Plan. Holdings has heretofore delivered to Buyer true and complete copies of each Plan and each related trust agreement maintained or contributed to by Holdings or any Holdings Subsidiary as well as, if applicable, (i) complete copies of each of the latest reports filed with respect to such Plan with the Internal Revenue Service (the "IRS"), the Department of Labor, the Pension Benefit Guaranty Corporation (the "PBGC") or any other governmental agency and (ii) copies of the latest ruling and determination letters issued with respect to such Plan and (iii) each copies of the Company Plans has been operated most recent insurance contracts, summary plan descriptions and administered in all summary of material respects in accordance with all applicable laws, including ERISAmodifications. There are 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, 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 that is a Company Plan other than in the ordinary course. None of the Company Plans is or was a multiemployer multi-employer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any subsidiary has announced, proposed or agreed ERISA as 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 Holdings or any additional payment from the Company or Holdings Subsidiary has any subsidiary (includingliability, without limitation, severance, golden parachute or bonus payments contingent or otherwise), or (B) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual.