Common use of Employee Benefit Plans; Labor Matters Clause in Contracts

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI or any entity required to be aggregated with KFI pursuant to Section 414 of the Code (each, a "KFI Employee Plan"), no event has occurred and, to the knowledge of KFI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFI. (b) (i) No KFI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Schedule 2.11(a) of the CALIPSO Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI CALIPSO or any entity required to be aggregated with KFI CALIPSO pursuant to Section 414 of the Code (each, a "KFI CALIPSO Employee Plan"), no event has occurred and, and to the knowledge Knowledge of KFICALIPSO, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries CALIPSO could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFICALIPSO. (b) (i) No KFI CALIPSO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI CALIPSO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c2.11(c) of the KFI CALIPSO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI CALIPSO Stock Options, together with the number of KFI CALIPSO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI CALIPSO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI CALIPSO has furnished CALIPSO KFI with complete copies of the plans pursuant to which the KFI CALIPSO Stock Options were issued. Other than the automatic vesting of KFI CALIPSO Stock Options that may occur without any action on the part of KFI CALIPSO or its officers or directors, KFI CALIPSO has not taken any action that would result in any KFI CALIPSO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI CALIPSO has made available to CALIPSO: KFI (i) a true and complete description of the terms of employment and compensation arrangements of all officers of KFI CALIPSO and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI CALIPSO to make annual cash payments in an amount exceeding $60,00010,000; (iii) a schedule listing all officers of KFI CALIPSO who have executed a confidentiality and non-competition agreement with KFI CALIPSO and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI CALIPSO with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI CALIPSO with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Schedule 2.11(d) of the CALIPSO Disclosure Schedule. (e) Except as disclosed by KFI CALIPSO on Schedule 3.10(e2.11(e) of the KFI CALIPSO Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI CALIPSO Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge Knowledge of KFI CALIPSO, threatened, between KFI CALIPSO and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFICALIPSO. KFI Neither CALIPSO nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI CALIPSO or any of its subsidiaries (and KFI does not have neither CALIPSO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI CALIPSO know of any activities or proceedings of any labor union to organize any of its or employees. KFI CALIPSO has no knowledge Knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI TCG, any of its subsidiaries or any entity required to be aggregated with KFI TCG or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI TCG Employee Plan"), no event has occurred and, to the knowledge of KFITCG, no condition or set of circumstances exists in connection with which KFI TCG or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFITCG. (b) (i) No KFI TCG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI TCG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI TCG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI TCG Stock Options, together with the number of KFI TCG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI TCG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI TCG has furnished CALIPSO WWNI with complete copies of the plans pursuant to which the KFI TCG Stock Options were issued. Other than the automatic vesting of KFI TCG Stock Options that may occur without any action on the part of KFI TCG or its officers or directors, KFI TCG has not taken any action that would result in any KFI TCG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI TCG has made available to CALIPSO: WWNI (i) a description of the terms of employment and compensation arrangements of all officers of KFI TCG and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI TCG to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI TCG who have executed a non-competition agreement with KFI TCG and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI TCG with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI TCG with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI TCG Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI TCG Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI TCG threatened, between KFI TCG or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFITCG. KFI Neither TCG nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI TCG or any of its subsidiaries (and KFI does not have neither TCG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI TCG know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI TCG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plan, program, policy, arrangement and contract plans (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to at for the benefit of or relating to any time by KFI employee or former employee of the Company, any entity required to be aggregated trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with KFI pursuant to the Company within the meaning of Section 414 of the Code (each, a an "KFI Employee PlanERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of KFIthe Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances exists Revenue Service in connection (the "IRS with which KFI the Company or any of its subsidiaries could reasonably be expected to be subject to any liability which under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on KFIthe Company. (b) (i) No KFI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Employee Plan intended to qualify under Section 401(a2.11(b) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Company Disclosure Schedule sets forth a true and complete list, list as of the date hereof of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description all employment agreements with officers of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effectCompany; (ii) copies of all agreements with consultants who are individuals obligating KFI the Company to make annual cash payments in an amount exceeding Fifty Thousand Dollars ($60,00050,000); (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI the Company with or relating to its employees, employees except such programs and policies required to be maintained by law; and (viv) copies of all plans, programs, agreements and other arrangements of the KFI Company with or relating to its employees which that contain change in control provisionsprovisions whether or not listed in other parts of the Company Disclosure Schedule. The Company has made available to Parent copies (or descriptions in detail reasonably satisfactory to Parent) of all such agreements, plans, programs and other arrangements. (ec) Except as disclosed by KFI on Schedule 3.10(ein Section 2.11(c) of the KFI Company Disclosure Schedule, there shall will be no payment, accrual of additional benefits, acceleration of payments, payments or vesting in of any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fd) Except as disclosed by KFI on Schedule 3.10(fNo Employee Plan that is a welfare benefit plan within the meaning of Section 3(1) of ERISA provides benefits to former employees of the KFI Disclosure Schedule, there Company or its ERISA Affiliates other than pursuant to Section 4980B of the Code or similar state laws. (e) There are no controversies relating to any Employee Plan or other labor matters pending or, to the knowledge of KFI threatenedthe Company, threatened between KFI the Company or any of its subsidiaries and any of its their respective employees, which controversies controversies, individually or in the aggregate, have or could would reasonably be expected to have a Material Adverse Effect on KFIof the Company. KFI Neither the Company nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have the Company or any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract)of its subsidiaries except as disclosed in Section 2.11(e) of the Company Disclosure Schedule, nor does KFI the Company know of any activities or proceedings of any labor union to organize any of its such employees. KFI The Company has no knowledge of any strikestrikes, slowdownslowdowns, work stoppagestoppages, lockout lockouts or threat threats thereof by or with respect to any employees of the Company or any of its employeessubsidiaries.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the Dakota Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI Dakota or any entity required to be aggregated with KFI Dakota pursuant to Section 414 of the Code (each, a "KFI Dakota Employee Plan"), no event has occurred and, and to the knowledge of KFIDakota, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries Dakota could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIDakota. (b) (i) No KFI Dakota Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Dakota Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI Dakota Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Dakota Stock Options, together with the number of KFI Dakota Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI Dakota Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Dakota has furnished CALIPSO Voyager with complete copies of the plans pursuant to which the KFI Dakota Stock Options were issued. Other than the automatic vesting of KFI Dakota Stock Options that may occur without any action on the part of KFI Dakota or its officers or directors, KFI Dakota has not taken any action that would result in any KFI Dakota Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Dakota has made available to CALIPSO: Voyager (i) a description of the terms of employment and compensation arrangements of all officers of KFI Dakota and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Dakota to make annual cash payments in an amount exceeding $60,0005,000; (iii) a schedule listing all officers of KFI Dakota who have executed a non-competition agreement with KFI Dakota and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Dakota with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Dakota with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the Dakota Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Dakota Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Dakota, threatened, between KFI Dakota and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIDakota. KFI Neither Dakota nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Dakota or any of its subsidiaries (and KFI does not have neither Dakota nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Dakota know of any activities or proceedings of any labor union to organize any of its or employees. KFI Dakota has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Voyager, any of its subsidiaries or any entity required to be aggregated with KFI Voyager or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI Voyager Employee Plan"), no event has occurred and, to the knowledge of KFIVoyager, no condition or set of circumstances exists in connection with which KFI Voyager or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIVoyager. (b) (i) No KFI Voyager Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Voyager Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Voyager Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Voyager Stock Options, together with the number of KFI Voyager Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Voyager Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Voyager has furnished CALIPSO Dakota with complete copies of the plans pursuant to which the KFI Voyager Stock Options were issued. Other than the automatic vesting of KFI Voyager Stock Options that may occur without any action on the part of KFI Voyager or its officers or directors, KFI Voyager has not taken any action that would result in any KFI Voyager Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Voyager has made available to CALIPSO: Dakota (i) a description of the terms of employment and compensation arrangements of all officers of KFI Voyager and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Voyager to make annual cash payments in an amount exceeding $60,0005,000; (iii) a schedule listing all officers of KFI Voyager who have executed a non-competition agreement with KFI Voyager and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Voyager with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Voyager with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI Voyager Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Voyager Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Voyager threatened, between KFI Voyager or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIVoyager. KFI Neither Voyager nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Voyager or any of its subsidiaries (and KFI does not have neither Voyager nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Voyager know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI Voyager has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the RPDT Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI RPDT or RTI SUB or any entity required to be aggregated with KFI RPDT pursuant to Section 414 of the Code (each, a "KFI RPDT Employee Plan"), no event has occurred and, and to the knowledge of KFIRPDT, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries RPDT could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIRPDT. (b) (i) No KFI RPDT Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI RPDT Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI RPDT Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI RPDT Stock Options, together with the number of KFI RPDT Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI RPDT Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI RPDT has furnished CALIPSO Rapidtron with complete copies of the plans pursuant to which the KFI RPDT Stock Options were issued. Other than the automatic vesting of KFI RPDT Stock Options that may occur without any action on the part of KFI RPDT or its officers or directors, KFI RPDT has not taken any action that would result in any KFI RPDT Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. All such options and other employment agreements shall be terminated as of Closing, and RPDT shall have no liability to any such parties except as disclosed and permitted pursuant to Section 2.8 above. (d) KFI RPDT has made available to CALIPSO: Rapidtron (i) a description of the terms of employment and compensation arrangements of all officers of KFI RPDT and a copy of each such agreement currently in effect; (ii) copies of all written agreements or a complete description of all oral agreements with consultants who are individuals obligating KFI RPDT to make annual cash payments in an amount exceeding $60,00010,000; (iii) a schedule listing all officers of KFI RPDT who have executed a non-competition agreement with KFI RPDT and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI RPDT with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI RPDT with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the RPDT Disclosure Schedule. All such employment and other agreements shall be terminated as of Closing, and RPDT shall have no liability to any such parties except as disclosed and permitted pursuant to Section 2.8 above. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI RPDT Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI RPDT, threatened, between KFI RPDT and any of their employees. Neither RPDT nor any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI RPDT or any of its subsidiaries (and KFI does not have neither RPDT nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI RPDT know of any activities or proceedings of any labor union to organize any of its or employees. KFI RPDT has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Rapidtron, any of its subsidiaries or any entity required to be aggregated with KFI Rapidtron or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI Rapidtron Employee Plan"), no event has occurred and, to the knowledge of KFIRapidtron, no condition or set of circumstances exists in connection with which KFI Rapidtron or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIRapidtron. (b) (i) No KFI Rapidtron Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Rapidtron Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Rapidtron Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Rapidtron Stock Options, together with the number of KFI Rapidtron Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Rapidtron Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Rapidtron has furnished CALIPSO RPDT with complete copies of the plans pursuant to which the KFI Rapidtron Stock Options were issued. Other than the automatic vesting of KFI Rapidtron Stock Options that may occur without any action on the part of KFI Rapidtron or its officers or directors, KFI Rapidtron has not taken any action that would result in any KFI Rapidtron Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Rapidtron has made available to CALIPSO: RPDT (i) a description of the terms of employment and compensation arrangements of all officers of KFI Rapidtron and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Rapidtron to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI Rapidtron who have executed a non-competition agreement with KFI Rapidtron and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Rapidtron with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Rapidtron with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI Rapidtron Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Rapidtron Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Rapidtron threatened, between KFI Rapidtron or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIRapidtron. KFI Neither Rapidtron nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Rapidtron or any of its subsidiaries (and KFI does not have neither Rapidtron nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Rapidtron know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI Rapidtron has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the GRMI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), maintained or contributed to at any time by KFI GRMI or any entity required to be aggregated with KFI GRMI pursuant to Section 414 of the Code (each, a "KFI “GRMI Employee Plan"”), no event has occurred and, and to the knowledge of KFIGRMI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries GRMI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGRMI. (b) (i) No KFI GRMI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI GRMI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI GRMI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI GRMI Stock Options, together with the number of KFI GRMI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI GRMI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GRMI has furnished CALIPSO Guardian 8 with complete copies of the plans pursuant to which the KFI GRMI Stock Options were issued. Other than the automatic vesting of KFI GRMI Stock Options that may occur without any action on the part of KFI GRMI or its officers or directors, KFI GRMI has not taken any action that would result in any KFI GRMI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GRMI has made available to CALIPSO: Guardian 8 (i) a description of the terms of employment and compensation arrangements of all officers of KFI GRMI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GRMI to make annual cash payments in an amount exceeding $60,00010,000; (iii) a schedule listing all officers of KFI GRMI who have executed a non-competition agreement with KFI GRMI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GRMI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GRMI with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the GRMI Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GRMI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GRMI, threatened, between KFI GRMI and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGRMI. KFI Neither GRMI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GRMI or any of its subsidiaries (and KFI does not have neither GRMI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GRMI know of any activities or proceedings of any labor union to organize any of its or employees. KFI GRMI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI EZJR, any of its subsidiaries or any entity required to be aggregated with KFI EZJR or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI EZJR Employee Plan"), no event has occurred and, to the knowledge of KFIEZJR, no condition or set of circumstances exists in connection with which KFI EZJR or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIEZJR. (b) (i) No KFI EZJR Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI EZJR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI EZJR Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI EZJR Stock Options, together with the number of KFI EZJR Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI EZJR Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI EZJR has furnished CALIPSO IVP with complete copies of the plans pursuant to which the KFI EZJR Stock Options were issued. Other than the automatic vesting of KFI EZJR Stock Options that may occur without any action on the part of KFI EZJR or its officers or directors, KFI EZJR has not taken any action that would result in any KFI EZJR Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI EZJR Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI EZJR Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI EZJR threatened, between KFI EZJR or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIEZJR. KFI Neither EZJR nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI EZJR or any of its subsidiaries (and KFI does not have neither EZJR nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI EZJR know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI EZJR has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Guardian 8, any of its subsidiaries or any entity required to be aggregated with KFI Guardian 8 or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI “Guardian 8 Employee Plan"”), no event has occurred and, to the knowledge of KFIGuardian 8, no condition or set of circumstances exists in connection with which KFI Guardian 8 or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGuardian 8. (b) (i) No KFI Guardian 8 Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Guardian 8 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Guardian 8 Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Guardian 8 Stock Options, together with the number of KFI Guardian 8 Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Guardian 8 Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Guardian 8 has furnished CALIPSO GRMI with complete copies of the plans pursuant to which the KFI Guardian 8 Stock Options were issued. Other than the automatic vesting of KFI Guardian 8 Stock Options that may occur without any action on the part of KFI Guardian 8 or its officers or directors, KFI Guardian 8 has not taken any action that would result in any KFI Guardian 8 Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Guardian 8 has made available to CALIPSO: GRMI (i) a description of the terms of employment and compensation arrangements of all officers of KFI Guardian 8 and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Guardian 8 to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI Guardian 8 who have executed a non-competition agreement with KFI Guardian 8 and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Guardian 8 with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Guardian 8 with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI Guardian 8 Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Guardian 8 Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Guardian 8 threatened, between KFI Guardian 8 or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGuardian 8. KFI Neither Guardian 8 nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Guardian 8 or any of its subsidiaries (and KFI does not have neither Guardian 8 nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Guardian 8 know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries’ employees. KFI Guardian 8 has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries’ employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the ETLB Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI ETLB or any entity required to be aggregated with KFI ETLB pursuant to Section 414 of the Code (each, a "KFI ETLB Employee Plan"), no event has occurred and, and to the knowledge of KFIETLB, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries ETLB could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIETLB. (b) (i) No KFI ETLB Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ETLB Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI ETLB Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ETLB Stock Options, together with the number of KFI ETLB Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI ETLB Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ETLB has furnished CALIPSO PINOAK with complete copies of the plans pursuant to which the KFI ETLB Stock Options were issued. Other than the automatic vesting of KFI ETLB Stock Options that may occur without any action on the part of KFI ETLB or its officers or directors, KFI ETLB has not taken any action that would result in any KFI ETLB Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ETLB Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ETLB, threatened, between KFI ETLB and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIETLB. KFI Neither ETLB nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ETLB or any of its subsidiaries (and KFI does not have neither ETLB nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ETLB know of any activities or proceedings of any labor union to organize any of its or employees. KFI ETLB has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (ai) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any bonus, deferred compensation, stock bonus, stock purchase, restricted stock, stock option, employment, termination, change in control and severance plan, program, arrangement and contract), whether or not subject to ERISA, to which CCI or any of the Consolidated Subsidiaries is a party or has any liability in respect of or which is maintained or contributed to at any time by KFI CCI or any entity required to be aggregated with KFI pursuant to Section 414 of the Code Consolidated Subsidiaries (each, a the "KFI Employee PlanCCI Benefit Plans"), no event CCI has occurred andmade available to Parent a true and complete copy of (A) such CCI Benefit Plan, (B) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the "IRS"), (C) each trust or other funding arrangement relating to such CCI Benefit Plan, (D) the knowledge of KFImost recent summary plan description related to each CCI Benefit Plan for which a summary plan description is required, no condition or set of circumstances exists in connection (E) the most recent actuarial report (if applicable) relating to a CCI Benefit Plan and (F) the most recent determination letter, if any, issued by the IRS with which KFI or any of its subsidiaries could reasonably be expected to be subject respect to any liability which would have a Material Adverse Effect on KFICCI Benefit Plan qualified under Section 401(a) of the Code. (bii) (iEach of the CCI Benefit Plans that is an "employee pension benefit plan" within the meaning of Section 3(2) No KFI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of has received a favorable Internal Revenue Service determination letterletter from the IRS, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Disclosure Schedule sets forth a true and complete listCCI is not aware, as of the date of this Agreementafter reasonable inquiry, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject circumstances likely to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in the revocation of any KFI Stock Options such favorable determination letter that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI CCI. (iii) No event has occurred and, to the knowledge of CCI, after reasonable inquiry, there exists no condition or set of circumstances, in connection with which CCI or any of the Consolidated Subsidiaries could be subject to any liability under the terms of any CCI Benefit Plans, ERISA, the Code or any other applicable law which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on CCI. (iv) None of CCI, any of the Consolidated Subsidiaries or any of the Managed Affiliates is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (contracts and KFI does not have any outstanding material liability with respect to any terminated no collective bargaining agreement is being negotiated by CCI or any of the Consolidated Subsidiaries or Managed Affiliates. There is no pending labor union contract)dispute, strike or work stoppage against CCI or any of the Consolidated Subsidiaries or Managed Affiliates which may interfere with the respective business activities of CCI or any of the Consolidated Subsidiaries or Managed Affiliates, except where such dispute, strike or work stoppage could not reasonably be expected to have a Material Adverse Effect on CCI. There is no pending charge or complaint against CCI or any of the Consolidated Subsidiaries or Managed Affiliates by the National Labor Relations Board or any comparable state agency, except where such unfair labor practice, charge or complaint could not reasonably be expected to have a Material Adverse Effect on CCI. Neither CCI nor does KFI know any of the Consolidated Subsidiaries has any present or future obligation to contribute to, or any liability in respect of, any "multiemployer plan" as described in Section 3(37) of ERISA. (v) Except as set forth in Section 3.1(m)(v) of the CCI Disclosure Schedule, no CCI Benefit Plan exists which could result in the payment to any employee of CCI or any of the Consolidated Subsidiaries of any activities money or proceedings of other property or rights or accelerate or provide any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout other rights or threat thereof by or with respect benefits to any such employee as a result of its employees.the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code Section 280G.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI SRC, any of its subsidiaries or any entity required to be aggregated with KFI SRC or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI SRC Employee Plan"), no event has occurred and, to the knowledge of KFISRC, no condition or set of circumstances exists in connection with which KFI SRC or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISRC. (b) (i) No KFI SRC Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SRC Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI SRC Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI SRC Stock Options, together with the number of KFI SRC Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI SRC Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI SRC has furnished CALIPSO VAC with complete copies of the plans pursuant to which the KFI SRC Stock Options were issued. Other than the automatic vesting of KFI SRC Stock Options that may occur without any action on the part of KFI SRC or its officers or directors, KFI SRC has not taken any action that would result in any KFI SRC Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI SRC has made available to CALIPSO: VAC (i) a description of the terms of employment and compensation arrangements of all officers of KFI SRC and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SRC to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI SRC who have executed a non-competition agreement with KFI SRC and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SRC with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SRC with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI SRC Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SRC Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SRC threatened, between KFI SRC or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISRC. KFI Neither SRC nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SRC or any of its subsidiaries (and KFI does not have neither SRC nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SRC know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI SRC has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the VAC Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI VAC or any entity required to be aggregated with KFI VAC pursuant to Section 414 of the Code (each, a "KFI VAC Employee Plan"), no event has occurred and, and to the knowledge of KFIVAC, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries VAC could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIVAC. (b) (i) No KFI VAC Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI VAC Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI VAC Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI VAC Stock Options, together with the number of KFI VAC Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI VAC Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI VAC has furnished CALIPSO SRC with complete copies of the plans pursuant to which the KFI VAC Stock Options were issued. Other than the automatic vesting of KFI VAC Stock Options that may occur without any action on the part of KFI VAC or its officers or directors, KFI VAC has not taken any action that would result in any KFI VAC Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI VAC has made available to CALIPSO: SRC (i) a description of the terms of employment and compensation arrangements of all officers of KFI VAC and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI VAC to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI VAC who have executed a non-competition agreement with KFI VAC and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI VAC with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI VAC with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the VAC Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI VAC Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI VAC, threatened, between KFI VAC and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIVAC. KFI Neither VAC nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI VAC or any of its subsidiaries (and KFI does not have neither VAC nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI VAC know of any activities or proceedings of any labor union to organize any of its or employees. KFI VAC has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each material employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," ", as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI the Company or any entity required Company Subsidiary, or with respect to which the Company or any Company Subsidiary could reasonably be aggregated expected to incur material liability under section 4069, 4212(c) or 4204 of ERISA (the "Company Benefit Plans"), the Company will make available to New Holland, promptly after the date hereof, a true and complete copy (other than with KFI pursuant respect to any multi-employer plan as defined in Section 414 3(37) of ERISA) of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), (ii) such Company Benefit Plan, (iii) each trust agreement relating to such Company Benefit Plan, (iv) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Benefit Plan qualified under section 401(a) of the Code Code. (each, a "KFI Employee Plan")b) With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of KFIthe Company, there exists no condition or set of circumstances exists in connection with which KFI the Company or any of its subsidiaries Company Subsidiary could reasonably be expected to be subject to any liability under the terms of such Company Benefit Plans, ERISA, the Code or any other applicable Law which would have a Company Material Adverse Effect on KFI. (b) (i) No KFI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determinationEffect. (c) Schedule 3.10(c) of Neither the KFI Disclosure Schedule sets forth Company nor any Company Subsidiary is a true party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and complete listno collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary, except as disclosed in the Company SEC Reports. As of the date of this Agreement, of each person who holds there is no labor dispute, strike or work stoppage against the Company or any KFI Stock Options, together Company Subsidiary pending or threatened in writing which may interfere with the number respective business activities of KFI Shares which are subject the Company or any Company Subsidiary, except where such dispute, strike or work stoppage would not reasonably be expected to such option, have a Company Material Adverse Effect. As of the date of grant of such optionthis Agreement, to the extent to which such option is vested (or will become vested as a result knowledge of the Merger)Company, the option price of such option (to the extent determined as none of the date hereof)Company, whether such option is a nonqualified stock option any Company Subsidiary, or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Codetheir respective representatives or employees, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without committed any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested unfair labor practices in connection with or as a result the operation of the execution and delivery of this Agreement or the consummation respective businesses of the transactions contemplated herebyCompany or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Company Material Adverse Effect. (d) KFI has made available to CALIPSO: Schedule 3.09(d) sets forth a list of (i) a description all severance and material employment agreements with officers of the terms of employment Company and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effectCompany Subsidiary; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all material severance agreements, programs and policies of KFI the Company and each Company Subsidiary with or relating to its employees, except programs and policies required to be maintained by law; and (viii) copies of all plans, programs, agreements and other arrangements of the KFI Company and each Company Subsidiary with or relating to its employees which contain change in of control provisions. Promptly following the date hereof, the Company will make available to New Holland true and complete copies of the documents listed on Schedule 3.09(d). (e) Except No Company Benefit Plan provides retiree medical or retiree life insurance benefits to any person except as disclosed by KFI on Schedule 3.10(e) of in the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this AgreementCompany SEC Reports. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the NOHO Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI NOHO or any entity required to be aggregated with KFI NOHO pursuant to Section 414 of the Code (each, a "KFI “NOHO Employee Plan"”), no event has occurred and, and to the knowledge of KFINOHO, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries NOHO could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFINOHO. (b) (i) No KFI NOHO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI NOHO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI NOHO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI NOHO Stock Options, together with the number of KFI NOHO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI NOHO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI NOHO has furnished CALIPSO DB with complete copies of the plans pursuant to which the KFI NOHO Stock Options were issued. Other than the automatic vesting of KFI NOHO Stock Options that may occur without any action on the part of KFI NOHO or its officers or directors, KFI NOHO has not taken any action that would result in any KFI NOHO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI NOHO has made available to CALIPSO: DB (i) a description of the terms of employment and compensation arrangements of all officers of KFI NOHO and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI NOHO to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI NOHO who have executed a non-competition agreement with KFI NOHO and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI NOHO with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI NOHO with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the NOHO Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI NOHO Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI NOHO, threatened, between KFI NOHO and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFINOHO. KFI Neither NOHO nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI NOHO or any of its subsidiaries (and KFI does not have neither NOHO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI NOHO know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI NOHO has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.1 l(a) of the GTRL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI GTRL or any entity required to be aggregated with KFI GTRL pursuant to Section 414 of the Code (each, a "KFI “GTRL Employee Plan"”), no event has occurred and, and to the knowledge of KFIGTRL, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries GTRL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGTRL. (b) (i) No KFI GTRL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI GTRL Employee Plan intended to qualify under Section 401(a40l(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.1l(c) of the KFI GTRL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI GTRL Stock Options, together with the number of KFI GTRL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAgreement), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI GTRL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GTRL has furnished CALIPSO TB with complete copies of the plans pursuant to which the KFI GTRL Stock Options were issued. Other than the automatic vesting of KFI GTRL Stock Options that may occur without any action on the part of KFI GTRL or its officers or directors, KFI GTRL has not taken any action that would result in any KFI GTRL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GTRL has made available to CALIPSO: TB (i) a description of the terms of employment and compensation arrangements of all officers of KFI GTRL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GTRL to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI GTRL who have executed a non-competition agreement with KFI GTRL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GTRL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GTRL with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the GTRL Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GTRL Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GTRL, threatened, between KFI GTRL and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGTRL. KFI Neither GTRL nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GTRL or any of its subsidiaries (and KFI does not have neither GTRL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GTRL know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI GTRL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI CRAZYGRAZER, any of its subsidiaries or any entity required to be aggregated with KFI CRAZYGRAZER or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI CRAZYGRAZER Employee Plan"), no event has occurred and, to the knowledge of KFICRAZYGRAZER, no condition or set of circumstances exists in connection with which KFI CRAZYGRAZER or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFICRAZYGRAZER. (b) (i) No KFI CRAZYGRAZER Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI CRAZYGRAZER Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI CRAZYGRAZER has made available to CALIPSO: LRMK (i) a description of the terms of employment and compensation arrangements of all officers of KFI CRAZYGRAZER and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI CRAZYGRAZER to make annual cash payments in an amount exceeding $60,000100,000; (iii) a schedule listing all officers of KFI CRAZYGRAZER who have executed a non-competition agreement with KFI CRAZYGRAZER and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI CRAZYGRAZER with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI CRAZYGRAZER with or relating to its employees which contain change in control provisions. (ed) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(d) of the KFI CRAZYGRAZER Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI CRAZYGRAZER Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI CRAZYGRAZER threatened, between KFI CRAZYGRAZER or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFICRAZYGRAZER. KFI Neither CRAZYGRAZER nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI CRAZYGRAZER or any of its subsidiaries (and KFI does not have neither CRAZYGRAZER nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI CRAZYGRAZER know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI CRAZYGRAZER has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the CATHAYONLINE Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI CATHAYONLINE or any entity required to be aggregated with KFI CATHAYONLINE pursuant to Section 414 of the Code (each, a "KFI CATHAYONLINE Employee Plan"), no event has occurred and, and to the knowledge of KFICATHAYONLINE, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries CATHAYONLINE could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFICATHAYONLINE. (b) (i) No KFI CATHAYONLINE Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI CATHAYONLINE Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI CATHAYONLINE Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI CATHAYONLINE Stock Options, together with the number of KFI CATHAYONLINE Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI CATHAYONLINE Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI CATHAYONLINE has furnished CALIPSO LXXXXXX with complete copies of the plans pursuant to which the KFI CATHAYONLINE Stock Options were issued. Other than the automatic vesting of KFI CATHAYONLINE Stock Options that may occur without any action on the part of KFI CATHAYONLINE or its officers or directors, KFI CATHAYONLINE has not taken any action that would result in any KFI CATHAYONLINE Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI CATHAYONLINE has made available to CALIPSO: LXXXXXX (i) a description of the terms of employment and compensation arrangements of all officers of KFI CATHAYONLINE and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI CATHAYONLINE to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI CATHAYONLINE who have executed a non-competition agreement with KFI CATHAYONLINE and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI CATHAYONLINE with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI CATHAYONLINE with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the CATHAYONLINE Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI CATHAYONLINE Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI CATHAYONLINE, threatened, between KFI CATHAYONLINE and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFICATHAYONLINE. KFI Neither CATHAYONLINE nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI CATHAYONLINE or any of its subsidiaries (and KFI does not have neither CATHAYONLINE nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI CATHAYONLINE know of any activities or proceedings of any labor union to organize any of its or employees. KFI CATHAYONLINE has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI IAI, any of its subsidiaries or any entity required to be aggregated with KFI IAI or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI IAI Employee Plan"), no event has occurred and, to the knowledge of KFIIAI, no condition or set of circumstances exists in connection with which KFI IAI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIIAI. (b) (i) No KFI IAI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI IAI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI IAI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI IAI Stock Options, together with the number of KFI IAI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI IAI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI IAI has furnished CALIPSO ECS with complete copies of the plans pursuant to which the KFI IAI Stock Options were issued. Other than the automatic vesting of KFI IAI Stock Options that may occur without any action on the part of KFI IAI or its officers or directors, KFI IAI has not taken any action that would result in any KFI IAI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI IAI has made available to CALIPSO: ECS (i) a description of the terms of employment and compensation arrangements of all officers of KFI IAI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI IAI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI IAI who have executed a non-competition agreement with KFI IAI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI IAI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI IAI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI IAI Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI IAI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI IAI threatened, between KFI IAI or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIIAI. KFI Neither IAI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI IAI or any of its subsidiaries (and KFI does not have neither IAI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI IAI know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI IAI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the MRZO Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI MRZO or any entity required to be aggregated with KFI MRZO pursuant to Section 414 of the Code (each, a "KFI MRZO Employee Plan"), no event has occurred and, and to the knowledge of KFIMRZO, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MRZO could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMRZO. (b) (i) No KFI MRZO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MRZO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify quality under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI MRZO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MRZO Stock Options, together with the number of KFI MRZO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of or the MergerShare Exchange), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection. 2.11(c) of the KFI MRZO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MRZO has furnished CALIPSO 2-DO with complete copies of the plans pursuant to which the KFI MRZO Stock Options were issued. Other than the automatic vesting of KFI MRZO Stock Options that may occur without any action on the part of KFI MRZO or its officers or directors, KFI MRZO has not taken any action that would result in any KFI MRZO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MRZO has made available to CALIPSO: 2-DO (iI) a description of the terms of employment and compensation arrangements of all officers of KFI MRZO and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MRZO to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MRZO who have executed a non-competition agreement with KFI MRZO and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MRZO with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MRZO with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the MRZO Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee MRZO employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.1.1 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MRZO, threatened, between KFI MRZO and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMRZO. KFI Neither MRZO nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MRZO or any of its subsidiaries (and KFI does not have neither MRZO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MRZO know of any activities or proceedings of any labor union to organize any of its or employees. KFI MRZO has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI MIDWEST or any entity required to be aggregated with KFI MIDWEST pursuant to Section 414 of the Code (each, a "KFI “MIDWEST Employee Plan"”), no event has occurred and, to the knowledge of KFIMIDWEST, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MIDWEST could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMIDWEST. (b) (i) No KFI MIDWEST Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MIDWEST Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI MIDWEST Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MIDWEST Stock Options, together with the number of KFI MIDWEST Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI MIDWEST Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MIDWEST has furnished CALIPSO MILLENNIUM with complete copies of the plans pursuant to which the KFI MIDWEST Stock Options were issued. Other than the automatic vesting of KFI MIDWEST Stock Options that may occur without any action on the part of KFI MIDWEST or its officers or directors, KFI MIDWEST has not taken any action that would result in any KFI MIDWEST Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MIDWEST has made available to CALIPSO: MILLENNIUM (i) a description of the terms of employment and compensation arrangements of all officers of KFI MIDWEST and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MIDWEST to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MIDWEST who have executed a non-competition agreement with KFI MIDWEST and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MIDWEST with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MIDWEST with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI MIDWEST Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MIDWEST Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MIDWEST threatened, between KFI MIDWEST and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMIDWEST. KFI MIDWEST is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MIDWEST (and KFI MIDWEST does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MIDWEST know of any activities or proceedings of any labor union to organize any of its or employees. KFI MIDWEST has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI MM, any of its subsidiaries or any entity required to be aggregated with KFI MM or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI MM Employee Plan"), no event has occurred and, to the knowledge of KFIMM, no condition or set of circumstances exists in connection with which KFI MM or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMM. (b) (i) No KFI MM Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MM Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI MM Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MM Stock Options, together with the number of KFI MM Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI MM Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MM has furnished CALIPSO MCI with complete copies of the plans pursuant to which the KFI MM Stock Options were issued. Other than the automatic vesting of KFI MM Stock Options that may occur without any action on the part of KFI MM or its officers or directors, KFI MM has not taken any action that would result in any KFI MM Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MM has made available to CALIPSO: MCI (i) a description of the terms of employment and compensation arrangements of all officers of KFI MM and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MM to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MM who have executed a non-competition agreement with KFI MM and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MM with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MM with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI MM Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MM Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MM threatened, between KFI MM or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMM. KFI Neither MM nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MM or any of its subsidiaries (and KFI does not have neither MM nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MM know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI MM has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the WRGI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI WRGI or any entity required to be aggregated with KFI WRGI pursuant to Section 414 of the Code (each, a "KFI WRGI Employee Plan"), no event has occurred and, and to the knowledge of KFIWRGI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries WRGI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIWRGI. (b) (i) No KFI WRGI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI WRGI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI WRGI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI WRGI Stock Options, together with the number of KFI WRGI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI WRGI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI WRGI has furnished CALIPSO NAVITEC with complete copies of the plans pursuant to which the KFI WRGI Stock Options were issued. Other than the automatic vesting of KFI WRGI Stock Options that may occur without any action on the part of KFI WRGI or its officers or directors, KFI WRGI has not taken any action that would result in any KFI WRGI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI WRGI has made available to CALIPSO: NAVITEC (i) a description of the terms of employment and compensation arrangements of all officers of KFI WRGI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI WRGI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI WRGI who have executed a non-competition agreement with KFI WRGI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI WRGI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI WRGI with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the WRGI Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI WRGI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI WRGI, threatened, between KFI WRGI and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIWRGI. KFI Neither WRGI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI WRGI or any of its subsidiaries (and KFI does not have neither WRGI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI WRGI know of any activities or proceedings of any labor union to organize any of its or employees. KFI WRGI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the APD Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI APD or any entity required to be aggregated with KFI APD pursuant to Section 414 of the Code (each, a "KFI APD Employee Plan"), no event has occurred and, and to the knowledge of KFIAPD, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries APD could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIAPD. (b) (i) No KFI APD Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI APD Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI APD Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI APD Stock Options, together with the number of KFI APD Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI APD Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI APD has furnished CALIPSO GCJ with complete copies of the plans pursuant to which the KFI APD Stock Options were issued. Other than the automatic vesting of KFI APD Stock Options that may occur without any action on the part of KFI APD or its officers or directors, KFI APD has not taken any action that would result in any KFI APD Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI APD Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI APD, threatened, between KFI APD and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIAPD. KFI Neither APD nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI APD or any of its subsidiaries (and KFI does not have neither APD nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI APD know of any activities or proceedings of any labor union to organize any of its or employees. KFI APD has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as disclosed by SCI with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI SCI or any entity required to be aggregated with KFI SCI pursuant to Section 414 of the Code (each, a "KFI SCI Employee Plan"), no event has occurred and, and to the knowledge of KFISCI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries SCI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISCI. (b) (i) No KFI SCI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SCI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSCI has made available to Hesperia (i) of the KFI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI SCI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SCI to make annual cash payments in an amount exceeding $60,00010,000; (iii) a schedule listing all officers of KFI SCI who have executed a confidentiality and non-competition agreement with KFI SCI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SCI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SCI with or relating to its employees which contain change in control provisions. (ed) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, SCI there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SCI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SCI, threatened, between KFI SCI and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISCI. KFI Neither SCI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SCI or any of its subsidiaries (and KFI does not have neither SCI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SCI know of any activities or proceedings of any labor union to organize any of its or employees. KFI SCI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI JSJ, any of its subsidiaries or any entity required to be aggregated with KFI JSJ or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI JSJ Employee Plan"), no event has occurred and, to the knowledge of KFIJSJ, no condition or set of circumstances exists in connection with which KFI JSJ or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIJSJ. (b) (i) No KFI JSJ Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI JSJ Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI JSJ Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI JSJ Stock Options, together with the number of KFI JSJ Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI JSJ Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI JSJ has furnished CALIPSO HSNS with complete copies of the plans pursuant to which the KFI JSJ Stock Options were issued. Other than the automatic vesting of KFI JSJ Stock Options that may occur without any action on the part of KFI JSJ or its officers or directors, KFI JSJ has not taken any action that would result in any KFI JSJ Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI JSJ has made available to CALIPSO: HSNS (i) a description of the terms of employment and compensation arrangements of all officers of KFI JSJ and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI JSJ to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI JSJ who have executed a non-competition agreement with KFI JSJ and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI JSJ with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI JSJ with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI JSJ Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI JSJ Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI JSJ threatened, between KFI JSJ or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIJSJ. KFI Neither JSJ nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI JSJ or any of its subsidiaries (and KFI does not have neither JSJ nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI JSJ know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI JSJ has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI TPG, any of its subsidiaries or any entity required to be aggregated with KFI TPG or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI TPG Employee Plan"), no event has occurred and, to the knowledge of KFITPG, no condition or set of circumstances exists in connection with which KFI TPG or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFITPG. (b) (i) No KFI TPG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI TPG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI TPG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI TPG Stock Options, together with the number of KFI TPG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI TPG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI TPG has furnished CALIPSO MGGA with complete copies of the plans pursuant to which the KFI TPG Stock Options were issued. Other than the automatic vesting of KFI TPG Stock Options that may occur without any action on the part of KFI TPG or its officers or directors, KFI TPG has not taken any action that would result in any KFI TPG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI TPG has made available to CALIPSO: MGGA (i) a description of the terms of employment and compensation arrangements of all officers of KFI TPG and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI TPG to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI TPG who have executed a non-competition agreement with KFI TPG and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI TPG with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI TPG with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI TPG Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI TPG Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI TPG threatened, between KFI TPG or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFITPG. KFI Neither TPG nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI TPG or any of its subsidiaries (and KFI does not have neither TPG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI TPG know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI TPG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI PINOAK, any of its subsidiaries or any entity required to be aggregated with KFI PINOAK or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI PINOAK Employee Plan"), no event has occurred and, to the knowledge of KFIPINOAK, no condition or set of circumstances exists in connection with which KFI PINOAK or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIPINOAK. (b) (i) No KFI PINOAK Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI PINOAK Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI PINOAK Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI PINOAK Stock Options, together with the number of KFI PINOAK Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI PINOAK Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI PINOAK has furnished CALIPSO ETLB with complete copies of the plans pursuant to which the KFI PINOAK Stock Options were issued. Other than the automatic vesting of KFI PINOAK Stock Options that may occur without any action on the part of KFI PINOAK or its officers or directors, KFI PINOAK has not taken any action that would result in any KFI PINOAK Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI PINOAK Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI PINOAK Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI PINOAK threatened, between KFI PINOAK or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIPINOAK. KFI Neither PINOAK nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI PINOAK or any of its subsidiaries (and KFI does not have neither PINOAK nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI PINOAK know of any activities or proceedings of any labor union to organize any ofits or any of its subsidiaries' employees. KFI PINOAK has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI ICF, any of its subsidiaries or any entity required to be aggregated with KFI ICF or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI ICF Employee Plan"), no event has occurred and, to the knowledge of KFIICF, no condition or set of circumstances exists in connection with which KFI ICF or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIICF. (b) (i) No KFI ICF Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ICF Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI ICF Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ICF Stock Options, together with the number of KFI ICF Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI ICF Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ICF has furnished CALIPSO DHP with complete copies of the plans pursuant to which the KFI ICF Stock Options were issued. Other than the automatic vesting of KFI ICF Stock Options that may occur without any action on the part of KFI ICF or its officers or directors, KFI ICF has not taken any action that would result in any KFI ICF Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI ICF has made available to CALIPSO: DHP (i) a description of the terms of employment and compensation arrangements of all officers of KFI ICF and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI ICF to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI ICF who have executed a non-competition agreement with KFI ICF and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI ICF with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI ICF with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI ICF Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ICF Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ICF threatened, between KFI ICF or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIICF. KFI Neither ICF nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ICF or any of its subsidiaries (and KFI does not have neither ICF nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ICF know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI ICF has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI LIFEPLAN, any of its subsidiaries or any entity required to be aggregated with KFI LIFEPLAN or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI LIFEPLAN Employee Plan"), no event has occurred and, to the knowledge of KFILIFEPLAN, no condition or set of circumstances exists in connection with which KFI LIFEPLAN or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFILIFEPLAN. (b) (i) No KFI LIFEPLAN Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI LIFEPLAN Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI LIFEPLAN Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI LIFEPLAN Stock Options, together with the number of KFI LIFEPLAN Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI LIFEPLAN Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI LIFEPLAN has furnished CALIPSO HIVC with complete copies of the plans pursuant to which the KFI LIFEPLAN Stock Options were issued. Other than the automatic vesting of KFI LIFEPLAN Stock Options that may occur without any action on the part of KFI LIFEPLAN or its officers or directors, KFI LIFEPLAN has not taken any action that would result in any KFI LIFEPLAN Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI LIFEPLAN has made available to CALIPSO: HIVC (i) a description of the terms of employment and compensation arrangements of all officers of KFI LIFEPLAN and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI LIFEPLAN to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI LIFEPLAN who have executed a non-competition agreement with KFI LIFEPLAN and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI LIFEPLAN with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI LIFEPLAN with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI LIFEPLAN Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI LIFEPLAN Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI LIFEPLAN threatened, between KFI LIFEPLAN or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFILIFEPLAN. KFI Neither LIFEPLAN nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI LIFEPLAN or any of its subsidiaries (and KFI does not have neither LIFEPLAN nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI LIFEPLAN know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI LIFEPLAN has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI NAVITEC, any of its subsidiaries or any entity required to be aggregated with KFI NAVITEC or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI NAVITEC Employee Plan"), no event has occurred and, to the knowledge of KFINAVITEC, no condition or set of circumstances exists in connection with which KFI NAVITEC or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFINAVITEC. (b) (i) No KFI NAVITEC Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI NAVITEC Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI NAVITEC Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI NAVITEC Stock Options, together with the number of KFI NAVITEC Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI NAVITEC Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI NAVITEC has furnished CALIPSO WRGI with complete copies of the plans pursuant to which the KFI NAVITEC Stock Options were issued. Other than the automatic vesting of KFI NAVITEC Stock Options that may occur without any action on the part of KFI NAVITEC or its officers or directors, KFI NAVITEC has not taken any action that would result in any KFI NAVITEC Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI NAVITEC has made available to CALIPSO: WRGI (i) a description of the terms of employment and compensation arrangements of all officers of KFI NAVITEC and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI NAVITEC to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI NAVITEC who have executed a non-competition agreement with KFI NAVITEC and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI NAVITEC with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI NAVITEC with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI NAVITEC Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI NAVITEC Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI NAVITEC threatened, between KFI NAVITEC or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFINAVITEC. KFI Neither NAVITEC nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI NAVITEC or any of its subsidiaries (and KFI does not have neither NAVITEC nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI NAVITEC know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI NAVITEC has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, program policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI GALA , any of its subsidiaries or any entity required to be aggregated with KFI GALA or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI GALA Employee Plan"), no . No event has occurred and, to the knowledge of KFIGALA, no condition or set of circumstances exists in connection with which KFI GALA or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGALA . (b) (i) No KFI GALA Employee Plan is or has been subject to Title IV of or ERISA or Section 412 of the Code; and (ii) each KFI GALA Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI GALA Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI GALA Stock Options, together with the number of KFI GALA Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerShare Exchange), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3. ii (c) of the KFI GALA Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GALA has furnished CALIPSO XPDN with complete copies of the plans pursuant to which the KFI GALA Stock Options were issued. Other than the automatic vesting of KFI GALA Stock Options that may occur without any action on the part of KFI GALA or its officers or directors, KFI GALA has not taken any action that would result in any KFI GALA Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GALA has made available to CALIPSO: XPDN (i) a description of the terms of employment and compensation arrangements of all officers of KFI GALA and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GALA to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI GALA who have executed a non-competition agreement with KFI GALA and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GALA with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GALA with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.1.1(e) of the KFI GALA Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GALA Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GALA threatened, between KFI GALA or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGALA . KFI Neither GALA nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GALA or any of its subsidiaries (and KFI does not have neither GALA nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GALA know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI GALA has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI CIA, any of its subsidiaries or any entity required to be aggregated with KFI CIA or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI CIA Employee Plan"), no event has occurred and, to the knowledge of KFICIA, no condition or set of circumstances exists in connection with which KFI CIA or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFICIA. (b) (i) No KFI CIA Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI CIA Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI CIA Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI CIA Stock Options, together with the number of KFI CIA Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI CIA Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI CIA has furnished CALIPSO COPSIL with complete copies of the plans pursuant to which the KFI CIA Stock Options were issued. Other than the automatic vesting of KFI CIA Stock Options that may occur without any action on the part of KFI CIA or its officers or directors, KFI CIA has not taken any action that would result in any KFI CIA Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI CIA has made available to CALIPSO: COPSIL (i) a description of the terms of employment and compensation arrangements of all officers of KFI CIA and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI CIA to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI CIA who have executed a non-competition agreement with KFI CIA and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI CIA with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI CIA with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI CIA Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI CIA Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI CIA threatened, between KFI CIA or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFICIA. KFI Neither CIA nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI CIA or any of its subsidiaries (and KFI does not have neither CIA nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI CIA know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI CIA has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Noble Systems, any of its subsidiaries or any entity required to be aggregated with KFI Noble Systems or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI Noble Systems Employee Plan"), no event has occurred and, to the knowledge of KFINoble Systems, no condition or set of circumstances exists in connection with which KFI Noble Systems or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFINoble Systems. (b) (i) No KFI Noble Systems Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Noble Systems Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Noble Systems Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Noble Systems Stock Options, together with the number of KFI Noble Systems Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Noble Systems Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Noble Systems has furnished CALIPSO Noble Innovations with complete copies of the plans pursuant to which the KFI Noble Systems Stock Options were issued. Other than the automatic vesting of KFI Noble Systems Stock Options that may occur without any action on the part of KFI Noble Systems or its officers or directors, KFI Noble Systems has not taken any action that would result in any KFI Noble Systems Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Noble Systems has made available to CALIPSO: Noble Innovations (i) a description of the terms of employment and compensation arrangements of all officers of KFI Noble Systems and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Noble Systems to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI Noble Systems who have executed a non-competition agreement with KFI Noble Systems and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Noble Systems with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Noble Systems with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI Noble Systems Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Noble Systems Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Noble Systems threatened, between KFI Noble Systems or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFINoble Systems. KFI Neither Noble Systems nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Noble Systems or any of its subsidiaries (and KFI does not have neither Noble Systems nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Noble Systems know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI Noble Systems has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the COPSIL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI COPSIL or any entity required to be aggregated with KFI COPSIL pursuant to Section 414 of the Code (each, a "KFI COPSIL Employee Plan"), no event has occurred and, and to the knowledge of KFICOPSIL, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries COPSIL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFICOPSIL. (b) (i) No KFI COPSIL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI COPSIL Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI COPSIL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI COPSIL Stock Options, together with the number of KFI COPSIL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI COPSIL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI COPSIL has furnished CALIPSO CIA with complete copies of the plans pursuant to which the KFI COPSIL Stock Options were issued. Other than the automatic vesting of KFI COPSIL Stock Options that may occur without any action on the part of KFI COPSIL or its officers or directors, KFI COPSIL has not taken any action that would result in any KFI COPSIL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI COPSIL has made available to CALIPSO: CIA (i) a description of the terms of employment and compensation arrangements of all officers of KFI COPSIL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI COPSIL to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI COPSIL who have executed a non-competition agreement with KFI COPSIL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI COPSIL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI COPSIL with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the COPSIL Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI COPSIL Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI COPSIL, threatened, between KFI COPSIL and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFICOPSIL. KFI Neither COPSIL nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI COPSIL or any of its subsidiaries (and KFI does not have neither COPSIL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI COPSIL know of any activities or proceedings of any labor union to organize any of its or employees. KFI COPSIL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the TAM Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI TAM or any entity required to be aggregated with KFI TAM pursuant to Section 414 of the Code (each, a "KFI TAM Employee Plan"), no event has occurred and, and to the knowledge of KFITAM, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries TAM could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFITAM. (b) (i) No KFI TAM Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI TAM Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI TAM Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI TAM Stock Options, together with the number of KFI TAM Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI TAM Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI TAM has furnished CALIPSO HAIR with complete copies of the plans pursuant to which the KFI TAM Stock Options were issued. Other than the automatic vesting of KFI TAM Stock Options that may occur without any action on the part of KFI TAM or its officers or directors, KFI TAM has not taken any action that would result in any KFI TAM Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI TAM Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI TAM, threatened, between KFI TAM and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFITAM. KFI Neither TAM nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI TAM or any of its subsidiaries (and KFI does not have neither TAM nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI TAM know of any activities or proceedings of any labor union to organize any of its or employees. KFI TAM has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the HSNS Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI HSNS or any entity required to be aggregated with KFI HSNS pursuant to Section 414 of the Code (each, a "KFI HSNS Employee Plan"), no event has occurred and, and to the knowledge of KFIHSNS, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries HSNS could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIHSNS. (b) (i) No KFI HSNS Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI HSNS Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI HSNS Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI HSNS Stock Options, together with the number of KFI HSNS Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI HSNS Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI HSNS has furnished CALIPSO JSJ with complete copies of the plans pursuant to which the KFI HSNS Stock Options were issued. Other than the automatic vesting of KFI HSNS Stock Options that may occur without any action on the part of KFI HSNS or its officers or directors, KFI HSNS has not taken any action that would result in any KFI HSNS Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI HSNS has made available to CALIPSO: JSJ (i) a description of the terms of employment and compensation arrangements of all officers of KFI HSNS and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI HSNS to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI HSNS who have executed a non-competition agreement with KFI HSNS and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI HSNS with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI HSNS with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the HSNS Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI HSNS Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI HSNS, threatened, between KFI HSNS and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIHSNS. KFI Neither HSNS nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI HSNS or any of its subsidiaries (and KFI does not have neither HSNS nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI HSNS know of any activities or proceedings of any labor union to organize any of its or employees. KFI HSNS has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI JCG, any of its subsidiaries or any entity required to be aggregated with KFI JCG or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI JCG Employee Plan"), no event has occurred and, to the knowledge of KFIJCG, no condition or set of circumstances exists in connection with which KFI JCG or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIJCG. (b) (i) No KFI JCG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI JCG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI JCG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI JCG Stock Options, together with the number of KFI JCG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI JCG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI JCG has furnished CALIPSO NBHC with complete copies of the plans pursuant to which the KFI JCG Stock Options were issued. Other than the automatic vesting of KFI JCG Stock Options that may occur without any action on the part of KFI JCG or its officers or directors, KFI JCG has not taken any action that would result in any KFI JCG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI JCG Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI JCG Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI JCG threatened, between KFI JCG or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIJCG. KFI Neither JCG nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI JCG or any of its subsidiaries (and KFI does not have neither JCG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI JCG know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI JCG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(34(3) of ERISA), maintained or contributed to at any time by KFI SpeechCard or any entity required to be aggregated with KFI SpeechCard pursuant to Section 414 of the Code (each, a "KFI “SpeechCard Employee Plan"”), no event has occurred and, to the knowledge of KFISpeechCard, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries SpeechCard could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISpeechCard. (b) (i) No KFI SpeechCard Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SpeechCard Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 4.11(c) of the KFI SpeechCard Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock SpeechCard Membership Options, together with the number of KFI Shares SpeechCard Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAcquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 4.11(c) of the KFI SpeechCard Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI SpeechCard has furnished CALIPSO with Muex xxth complete copies of the plans pursuant to which the KFI Stock SpeechCard Membership Options were issued. Other than the automatic vesting of KFI SpeechCard Stock Options that may occur without any action on the part of KFI SpeechCard or its officers or directors, KFI SpeechCard has not taken any action that would result in any KFI Stock SpeechCard Membership Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI SpeechCard has made available to CALIPSO: Muex (ix) a description of the terms of employment and compensation arrangements of all officers of KFI SpeechCard and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SpeechCard to make annual cash payments in an amount exceeding $60,00020,000; (iii) a schedule listing all officers of KFI SpeechCard who have executed a non-competition agreement with KFI SpeechCard and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SpeechCard with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SpeechCard with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 4.11(e) of the KFI SpeechCard Disclosure Schedule, to be tendered at or before closing, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SpeechCard Employee Plan or any agreement or arrangement disclosed under this Section 3.10 4.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SpeechCard threatened, between KFI SpeechCard and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISpeechCard. KFI SpeechCard is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SpeechCard (and KFI SpeechCard does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SpeechCard know of any activities or proceedings of any labor union to organize any of its or employees. KFI SpeechCard has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI RITEWIRE or any entity required to be aggregated with KFI RITEWIRE pursuant to Section 414 of the Code (each, a "KFI “RITEWIRE Employee Plan"”), no event has occurred and, to the knowledge of KFIRITEWIRE, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries RITEWIRE could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIRITEWIRE. (b) (i) No KFI RITEWIRE Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI RITEWIRE Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI RITEWIRE Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI RITEWIRE Stock Options, together with the number of KFI RITEWIRE Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI RITEWIRE Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI RITEWIRE has furnished CALIPSO HGLB with complete copies of the plans pursuant to which the KFI RITEWIRE Stock Options were issued. Other than the automatic vesting of KFI RITEWIRE Stock Options that may occur without any action on the part of KFI RITEWIRE or its officers or directors, KFI RITEWIRE has not taken any action that would result in any KFI RITEWIRE Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Hesperia or any entity required to be aggregated with KFI Hesperia pursuant to Section 414 of the Code (each, a "KFI Hesperia Employee Plan"), no event has occurred and, to the knowledge of KFIHesperia, no condition or set of circumstances exists in connection with which KFI Hesperia or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIHesperia. (b) (i) No KFI Hesperia Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Hesperia Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Hesperia Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Hesperia Stock Options, together with the number of KFI Hesperia Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Hesperia Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Hesperia has furnished CALIPSO Hesperia with complete copies of the plans pursuant to which the KFI Hesperia Stock Options were issued. Other than the automatic vesting of KFI Hesperia Stock Options that may occur without any action on the part of KFI Hesperia or its officers or directors, KFI Hesperia has not taken any action that would result in any KFI Hesperia Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Hesperia has made available to CALIPSOHesperia: (i) a description of the terms of employment and compensation arrangements of all officers of KFI Hesperia and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Hesperia to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI Hesperia who have executed a non-competition agreement with KFI Hesperia and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Hesperia with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Hesperia with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI Hesperia on Schedule 3.10(e) of the KFI Hesperia Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Hesperia Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI Hesperia on Schedule 3.10(f) of the KFI Hesperia Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI Hesperia threatened, between KFI Hesperia and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIHesperia. KFI Hesperia is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Hesperia (and KFI Hesperia does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Hesperia know of any activities or proceedings of any labor union to organize any of its employees. KFI Hesperia has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2. 10(a) of the PCG Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI PCG or any entity required to be aggregated with KFI PCG pursuant to Section 414 of the Code (each, a "KFI PCG Employee Plan"), no event has occurred and, and to the knowledge of KFIPCG, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries PCG could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIPCG. (b) (i) No KFI PCG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI PCG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.10(c) of the KFI PCG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI PCG Stock Options, together with the number of KFI PCG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.10(c) of the KFI PCG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI PCG has furnished CALIPSO HGN with complete copies of the plans pursuant to which the KFI PCG Stock Options were issued. Other than the automatic vesting of KFI PCG Stock Options that may occur without any action on the part of KFI PCG or its officers or directors, KFI PCG has not taken any action that would result in any KFI PCG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI PCG has made available to CALIPSO: HGN (i) a description of the terms of employment and compensation arrangements of all officers of KFI PCG and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI PCG to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI PCG who have executed a non-competition agreement with KFI PCG and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI PCG with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI PCG with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.10(d) of the PCG Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI PCG Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there Mere are no controversies pending or, to the knowledge of KFI PCG, threatened, between KFI PCG and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIPCG. KFI Neither PCG nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI PCG or any of its subsidiaries (and KFI does not have neither PCG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI PCG know of any activities or proceedings of any labor union to organize any of its or employees. KFI PCG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the MILLENNIUM Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), maintained or contributed to at any time by KFI MILLENNIUM or any entity required to be aggregated with KFI MILLENNIUM pursuant to Section 414 of the Code (each, a "KFI “MILLENNIUM Employee Plan"”), no event has occurred and, and to the knowledge of KFIMILLENNIUM, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MILLENNIUM could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMILLENNIUM. (b) (i) No KFI MILLENNIUM Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MILLENNIUM Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI MILLENNIUM Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MILLENNIUM Stock Options, together with the number of KFI MILLENNIUM Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI MILLENNIUM Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MILLENNIUM has furnished CALIPSO MIDWEST with complete copies of the plans pursuant to which the KFI MILLENNIUM Stock Options were issued. Other than the automatic vesting of KFI MILLENNIUM Stock Options that may occur without any action on the part of KFI MILLENNIUM or its officers or directors, KFI MILLENNIUM has not taken any action that would result in any KFI MILLENNIUM Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MILLENNIUM has made available to CALIPSO: MIDWEST (i) a description of the terms of employment and compensation arrangements of all officers of KFI MILLENNIUM and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MILLENNIUM to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MILLENNIUM who have executed a non-competition agreement with KFI MILLENNIUM and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MILLENNIUM with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MILLENNIUM with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the MILLENNIUM Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MILLENNIUM Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MILLENNIUM, threatened, between KFI MILLENNIUM and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMILLENNIUM. KFI Neither MILLENNIUM nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MILLENNIUM or any of its subsidiaries (and KFI does not have neither MILLENNIUM nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MILLENNIUM know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI MILLENNIUM has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI BOLLENTE or any entity required to be aggregated with KFI BOLLENTE pursuant to Section 414 of the Code (each, a "KFI “BOLLENTE Employee Plan"”), no event has occurred and, to the knowledge of KFIBOLLENTE, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries BOLLENTE could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIBOLLENTE. (b) (i) No KFI BOLLENTE Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI BOLLENTE Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI BOLLENTE Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI BOLLENTE Stock Options, together with the number of KFI BOLLENTE Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI BOLLENTE Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI BOLLENTE has furnished CALIPSO ACBR with complete copies of the plans pursuant to which the KFI BOLLENTE Stock Options were issued. Other than the automatic vesting of KFI BOLLENTE Stock Options that may occur without any action on the part of KFI BOLLENTE or its officers or directors, KFI BOLLENTE has not taken any action that would result in any KFI BOLLENTE Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, program policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI 2-DO, any of its subsidiaries or any entity required to be aggregated with KFI 2-DO or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI 2-DO Employee Plan"), no . No event has occurred and, to the knowledge of KFI2-DO, no condition or set of circumstances exists in connection with which KFI 2-DO or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFI2-DO. (b) (i) No KFI 2-DO Employee Plan is or has been subject to Title IV of or ERISA or Section 412 of the Code; and (ii) each KFI 2-DO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI 2-DO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI 2-DO Stock Options, together with the number of KFI 2-DO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerShare Exchange), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3. ii (c) of the KFI 2-DO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI 2-DO has furnished CALIPSO MRZO with complete copies of the plans pursuant to which the KFI 2-DO Stock Options were issued. Other than the automatic vesting of KFI 2-DO Stock Options that may occur without any action on the part of KFI 2-DO or its officers or directors, KFI 2-DO has not taken any action that would result in any KFI 2-DO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI 2-DO has made available to CALIPSO: MRZO (i) a description of the terms of employment and compensation arrangements of all officers of KFI 2-DO and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI 2-DO to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI 2-DO who have executed a non-competition agreement with KFI 2-DO and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI 2-DO with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI 2-DO with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.1.1(e) of the KFI 2-DO Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI 2-DO Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI 2-DO threatened, between KFI 2-DO or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI2-DO. KFI Neither 2-DO nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI 2-DO or any of its subsidiaries (and KFI does not have neither 2-DO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI 2-DO know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI 2-DO has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI SIMBA, any of its subsidiaries or any entity required to be aggregated with KFI SIMBA or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI SIMBA Employee Plan"), no event has occurred and, to the knowledge of KFISIMBA, no condition or set of circumstances exists in connection with which KFI SIMBA or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISIMBA. (b) (i) No KFI SIMBA Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SIMBA Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI SIMBA Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI SIMBA Stock Options, together with the number of KFI SIMBA Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI SIMBA Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI SIMBA has furnished CALIPSO YFC 355 with complete copies of the plans pursuant to which the KFI SIMBA Stock Options were issued. Other than the automatic vesting of KFI SIMBA Stock Options that may occur without any action on the part of KFI SIMBA or its officers or directors, KFI SIMBA has not taken any action that would result in any KFI SIMBA Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI SIMBA has made available to CALIPSO: YFC 355 (i) a description of the terms of employment and compensation arrangements of all officers of KFI SIMBA and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SIMBA to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI SIMBA who have executed a non-competition agreement with KFI SIMBA and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SIMBA with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SIMBA with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI SIMBA Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SIMBA Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SIMBA threatened, between KFI SIMBA or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISIMBA. KFI Neither SIMBA nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SIMBA or any of its subsidiaries (and KFI does not have neither SIMBA nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SIMBA know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI SIMBA has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the ZMRT Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI ZMRT or any entity required to be aggregated with KFI ZMRT pursuant to Section 414 of the Code (each, a "KFI ZMRT Employee Plan"), no event has occurred and, and to the knowledge of KFIZMRT, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries ZMRT could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIZMRT. (b) (i) No KFI ZMRT Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ZMRT Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI ZMRT Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ZMRT Stock Options, together with the number of KFI ZMRT Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI ZMRT Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ZMRT has furnished CALIPSO RAI with complete copies of the plans pursuant to which the KFI ZMRT Stock Options were issued. Other than the automatic vesting of KFI ZMRT Stock Options that may occur without any action on the part of KFI ZMRT or its officers or directors, KFI ZMRT has not taken any action that would result in any KFI ZMRT Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI ZMRT has made available to CALIPSO: RAI (i) a description of the terms of employment and compensation arrangements of all officers of KFI ZMRT and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI ZMRT to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI ZMRT who have executed a non-competition agreement with KFI ZMRT and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI ZMRT with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI ZMRT with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the ZMRT Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ZMRT Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ZMRT, threatened, between KFI ZMRT and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIZMRT. KFI Neither ZMRT nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ZMRT or any of its subsidiaries (and KFI does not have neither ZMRT nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ZMRT know of any activities or proceedings of any labor union to organize any of its or employees. KFI ZMRT has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI LORETO or any entity required to be aggregated with KFI LORETO pursuant to Section 414 of the Code (each, a "KFI “LORETO Employee Plan"”), no event has occurred and, to the knowledge of KFILORETO, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries LORETO could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFILORETO. (b) (i) No KFI LORETO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI LORETO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI LORETO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI LORETO Stock Options, together with the number of KFI LORETO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI LORETO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI LORETO has furnished CALIPSO XXXXXXXXX with complete copies of the plans pursuant to which the KFI LORETO Stock Options were issued. Other than the automatic vesting of KFI LORETO Stock Options that may occur without any action on the part of KFI LORETO or its officers or directors, KFI LORETO has not taken any action that would result in any KFI LORETO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI ECZ, any of its subsidiaries or any entity required to be aggregated with KFI ECZ or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI ECZ Employee Plan"), no event has occurred and, to the knowledge of KFIECZ, no condition or set of circumstances exists in connection with which KFI ECZ or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIECZ. (b) (i) No KFI ECZ Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ECZ Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI ECZ Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ECZ Stock Options, together with the number of KFI ECZ Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI ECZ Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ECZ has furnished CALIPSO IMS with complete copies of the plans pursuant to which the KFI ECZ Stock Options were issued. Other than the automatic vesting of KFI ECZ Stock Options that may occur without any action on the part of KFI ECZ or its officers or directors, KFI ECZ has not taken any action that would result in any KFI ECZ Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI ECZ Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ECZ Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ECZ threatened, between KFI ECZ or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIECZ. KFI Neither ECZ nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ECZ or any of its subsidiaries (and KFI does not have neither ECZ nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ECZ know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI ECZ has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI EZJR, any of its subsidiaries or any entity required to be aggregated with KFI EZJR or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI EZJR Employee Plan"), no event has occurred and, to the knowledge of KFIEZJR, no condition or set of circumstances exists in connection with which KFI EZJR or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFI. EZJR. (b) ) (i) No KFI EZJR Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI EZJR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI EZJR Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI EZJR Stock Options, together with the number of KFI EZJR Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI EZJR Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI EZJR has furnished CALIPSO IVP with complete copies of the plans pursuant to which the KFI EZJR Stock Options were issued. Other than the automatic vesting of KFI EZJR Stock Options that may occur without any action on the part of KFI EZJR or its officers or directors, KFI EZJR has not taken any action that would result in any KFI EZJR Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. . (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI EZJR Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI EZJR Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. . 16 <PAGE> (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI EZJR threatened, between KFI EZJR or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIEZJR. KFI Neither EZJR nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI EZJR or any of its subsidiaries (and KFI does not have neither EZJR nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI EZJR know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI EZJR has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI SOLPLAX, any of its subsidiaries or any entity required to be aggregated with KFI SOLPLAX or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI SOLPLAX Employee Plan"), no event has occurred and, to the knowledge of KFISCAC, no condition or set of circumstances exists in connection with which KFI SOLPLAX or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISOLPLAX. (b) (i) No KFI SOLPLAX Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SOLPLAX Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI SCAC Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI SOLPLAX Stock Options, together with the number of KFI SOLPLAX Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAcquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI SCAC Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI SCAC has furnished CALIPSO MPC with complete copies of the plans pursuant to which the KFI SOLPLAX Stock Options were issued. Other than the automatic vesting of KFI SOLPLAX Stock Options that may occur without any action on the part of KFI SOLPLAX or its officers or directors, KFI SOLPLAX has not taken any action that would result in any KFI SOLPLAX Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI SCAC has made available to CALIPSO: MPC (i) a description of the terms of employment and compensation arrangements of all officers of KFI SOLPLAX and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SOLPLAX to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI SOLPLAX who have executed a non-competition agreement with KFI SOLPLAX and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SOLPLAX with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SOLPLAX with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI SCAC Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SOLPLAX Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SCAC threatened, between KFI SOLPLAX or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISOLPLAX. KFI Neither SOLPLAX nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SOLPLAX or any of its subsidiaries (and KFI does not have neither SOLPLAX nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SCAC know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI SCAC has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI HAIR, any of its subsidiaries or any entity required to be aggregated with KFI HAIR or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI HAIR Employee Plan"), no event has occurred and, to the knowledge of KFIHAIR, no condition or set of circumstances exists in connection with which KFI HAIR or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIHAIR. (b) (i) No KFI HAIR Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI HAIR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI HAIR Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI HAIR Stock Options, together with the number of KFI HAIR Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI HAIR Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI HAIR has furnished CALIPSO TAM with complete copies of the plans pursuant to which the KFI HAIR Stock Options were issued. Other than the automatic vesting of KFI HAIR Stock Options that may occur without any action on the part of KFI HAIR or its officers or directors, KFI HAIR has not taken any action that would result in any KFI HAIR Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI HAIR Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI HAIR Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI HAIR threatened, between KFI HAIR or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIHAIR. KFI Neither HAIR nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI HAIR or any of its subsidiaries (and KFI does not have neither HAIR nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI HAIR know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI HAIR has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the ET Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI ET or any entity required to be aggregated with KFI ET pursuant to Section 414 of the Code (each, a "KFI ET Employee Plan"), no event has occurred and, and to the knowledge of KFIET, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries ET could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIET. (b) (i) No KFI ET Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ET Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI ET Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ET Stock Options, together with the number of KFI ET Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI ET Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ET has furnished CALIPSO DAL with complete copies of the plans pursuant to which the KFI ET Stock Options were issued. Other than the automatic vesting of KFI ET Stock Options that may occur without any action on the part of KFI ET or its officers or directors, KFI ET has not taken any action that would result in any KFI ET Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI ET has made available to CALIPSO: DAL (i) a description of the terms of employment and compensation arrangements of all officers of KFI ET and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI ET to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI ET who have executed a non-competition agreement with KFI ET and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI ET with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI ET with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the ET Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ET Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ET, threatened, between KFI ET and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIET. KFI Neither ET nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ET or any of its subsidiaries (and KFI does not have neither ET nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ET know of any activities or proceedings of any labor union to organize any of its or employees. KFI ET has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.10(a) of the MCI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI MCI or any entity required to be aggregated with KFI MCI pursuant to Section 414 of the Code (each, a "KFI MCI Employee Plan"), no event has occurred and, and to the knowledge of KFIMCI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MCI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMCI. (b) (i) No KFI MCI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MCI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.10(c) of the KFI MCI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MCI Stock Options, together with the number of KFI MCI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.10(c) of the KFI MCI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MCI has furnished CALIPSO MM with complete copies of the plans pursuant to which the KFI MCI Stock Options were issued. Other than the automatic vesting of KFI MCI Stock Options that may occur without any action on the part of KFI MCI or its officers or directors, KFI MCI has not taken any action that would result in any KFI MCI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MCI has made available to CALIPSO: MM (i) a description of the terms of employment and compensation arrangements of all officers of KFI MCI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MCI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MCI who have executed a non-competition agreement with KFI MCI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MCI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MCI with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.10(d) of the MCI Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MCI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MCI, threatened, between KFI MCI and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMCI. KFI Neither MCI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MCI or any of its subsidiaries (and KFI does not have neither MCI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MCI know of any activities or proceedings of any labor union to organize any of its or employees. KFI MCI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI EMEI, any of its subsidiaries or any entity required to be aggregated with KFI EMEI or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI “EMEI Employee Plan"”), no event has occurred and, to the knowledge of KFIEMEI, no condition or set of circumstances exists in connection with which KFI EMEI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIEMEI. (b) (i) No KFI EMEI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI EMEI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(c) of the KFI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI EMEI has made available to CALIPSO: LitFunding (i) a description of the terms of employment and compensation arrangements of all officers of KFI EMEI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI EMEI to make annual cash payments in an amount exceeding $60,00050,000; (iii) a schedule listing all officers officers/stockholders of KFI EMEI who have executed a non-competition agreement with KFI EMEI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI EMEI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI EMEI with or relating to its employees which contain change in control provisions. (ed) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(d) of the KFI EMEI Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI EMEI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI EMEI threatened, between KFI EMEI or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIEMEI. KFI Neither EMEI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI EMEI or any of its subsidiaries (and KFI does not have neither EMEI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI EMEI know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries’ employees. KFI EMEI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries’ employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI PAVO, any of its subsidiaries or any entity required to be aggregated with KFI PAVO or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI PAVO Employee Plan"), no event has occurred and, to the knowledge of KFIPAVO, no condition or set of circumstances exists in connection with which KFI PAVO or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIPAVO. (b) (i) No KFI PAVO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI PAVO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI PAVO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI PAVO Stock Options, together with the number of KFI PAVO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI PAVO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI PAVO has furnished CALIPSO MQZ with complete copies of the plans pursuant to which the KFI PAVO Stock Options were issued. Other than the automatic vesting of KFI PAVO Stock Options that may occur without any action on the part of KFI PAVO or its officers or directors, KFI PAVO has not taken any action that would result in any KFI PAVO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI PAVO Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI PAVO Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI PAVO threatened, between KFI PAVO or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIPAVO. KFI Neither PAVO nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI PAVO or any of its subsidiaries (and KFI does not have neither PAVO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI PAVO know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI PAVO has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the Giggles ‘N’ Hugs Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI Giggles ‘N’ Hugs or any entity required to be aggregated with KFI Giggles ‘N’ Hugs pursuant to Section 414 of the Code (each, a "KFI “Giggles ‘N’ Hugs Employee Plan"”), no event has occurred and, and to the knowledge of KFIGiggles ‘N’ Hugs, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries Giggles ‘N’ Hugs could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGiggles ‘N’ Hugs. (b) (i) No KFI Giggles ‘N’ Hugs Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Giggles ‘N’ Hugs Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI Giggles ‘N’ Hugs Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Giggles ‘N’ Hugs Stock Options, together with the number of KFI Giggles ‘N’ Hugs Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI Giggles ‘N’ Hugs Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Giggles ‘N’ Hugs has furnished CALIPSO GNH with complete copies of the plans pursuant to which the KFI Giggles ‘N’ Hugs Stock Options were issued. Other than the automatic vesting of KFI Giggles ‘N’ Hugs Stock Options that may occur without any action on the part of KFI Giggles ‘N’ Hugs or its officers or directors, KFI Giggles ‘N’ Hugs has not taken any action that would result in any KFI Giggles ‘N’ Hugs Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Giggles ‘N’ Hugs has made available to CALIPSO: GNH (i) a description of the terms of employment and compensation arrangements of all officers of KFI Giggles ‘N’ Hugs and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Giggles ‘N’ Hugs to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI Giggles ‘N’ Hugs who have executed a non-competition agreement with KFI Giggles ‘N’ Hugs and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Giggles ‘N’ Hugs with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Giggles ‘N’ Hugs with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the Giggles ‘N’ Hugs Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Giggles ‘N’ Hugs Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Giggles ‘N’ Hugs, threatened, between KFI Giggles ‘N’ Hugs and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGiggles ‘N’ Hugs. KFI Neither Giggles ‘N’ Hugs nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Giggles ‘N’ Hugs or any of its subsidiaries (and KFI does not have neither Giggles ‘N’ Hugs nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Giggles ‘N’ Hugs know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI Giggles ‘N’ Hugs has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Bolcan or any entity required to be aggregated with KFI Bolcan pursuant to Section 414 of the Code (each, a "KFI “Bolcan Employee Plan"”), no event has occurred and, to the knowledge of KFIBolcan, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries Bolcan could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIBolcan. (b) (i) No KFI Bolcan Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Bolcan Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Bolcan Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Bolcan Stock Options, together with the number of KFI Bolcan Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Bolcan Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Bolcan has furnished CALIPSO Jxxxxxx Xxxxxxxx with complete copies of the plans pursuant to which the KFI Bolcan Stock Options were issued. Other than the automatic vesting of KFI Bolcan Stock Options that may occur without any action on the part of KFI Bolcan or its officers or directors, KFI Bolcan has not taken any action that would result in any KFI Bolcan Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, program policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI GSI, any of its subsidiaries or any entity required to be aggregated with KFI GSI or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI GSI Employee Plan"), no . No event has occurred and, to the knowledge of KFIGSI, no condition or set of circumstances exists in connection with which KFI GSI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGSI. (b) (i) No KFI GSI Employee Plan is or has been subject to Title IV of or ERISA or Section 412 of the Code; and (ii) each KFI GSI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI GSI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI GSI Stock Options, together with the number of KFI GSI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerShare Exchange), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3. ii (c) of the KFI GSI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GSI has furnished CALIPSO CAPITAL with complete copies of the plans pursuant to which the KFI GSI Stock Options were issued. Other than the automatic vesting of KFI GSI Stock Options that may occur without any action on the part of KFI GSI or its officers or directors, KFI GSI has not taken any action that would result in any KFI GSI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GSI has made available to CALIPSO: CAPITAL (i) a description of the terms of employment and compensation arrangements of all officers of KFI GSI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GSI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI GSI who have executed a non-competition agreement with KFI GSI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GSI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GSI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.1.1(e) of the KFI GSI Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GSI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GSI threatened, between KFI GSI or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGSI. KFI Neither GSI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GSI or any of its subsidiaries (and KFI does not have neither GSI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GSI know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI GSI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the EGX Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI EGX or any entity required to be aggregated with KFI EGX pursuant to Section 414 of the Code (each, a "KFI EGX Employee Plan"), no event has occurred and, and to the knowledge of KFIEGX, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries EGX could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIEGX. (b) (i) No KFI EGX Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI EGX Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI EGX Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI EGX Stock Options, together with the number of KFI EGX Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI EGX Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI EGX has furnished CALIPSO XXX with complete copies of the plans pursuant to which the KFI EGX Stock Options were issued. Other than the automatic vesting of KFI EGX Stock Options that may occur without any action on the part of KFI EGX or its officers or directors, KFI EGX has not taken any action that would result in any KFI EGX Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI EGX Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (fe) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI EGX, threatened, between KFI EGX and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIEGX. KFI Neither EGX nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI EGX or any of its subsidiaries (and KFI does not have neither EGX nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI EGX know of any activities or proceedings of any labor union to organize any of its or employees. KFI EGX has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the MRCD Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI MRCD or any entity required to be aggregated with KFI MRCD pursuant to Section 414 of the Code (each, a "KFI “MRCD Employee Plan"”), no event has occurred and, and to the knowledge of KFIMRCD, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MRCD could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMRCD. (b) (i) No KFI MRCD Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MRCD Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI MRCD Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MRCD Stock Options, together with the number of KFI MRCD Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI MRCD Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MRCD has furnished CALIPSO BLACKCRAFT with complete copies of the plans pursuant to which the KFI MRCD Stock Options were issued. Other than the automatic vesting of KFI MRCD Stock Options that may occur without any action on the part of KFI MRCD or its officers or directors, KFI MRCD has not taken any action that would result in any KFI MRCD Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MRCD has made available to CALIPSO: BLACKCRAFT (i) a description of the terms of employment and compensation arrangements of all officers of KFI MRCD and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MRCD to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI MRCD who have executed a non-competition agreement with KFI MRCD and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MRCD with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MRCD with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the MRCD Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MRCD Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MRCD, threatened, between KFI MRCD and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMRCD. KFI Neither MRCD nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MRCD or any of its subsidiaries (and KFI does not have neither MRCD nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MRCD know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI MRCD has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI BLACKCRAFT or any entity required to be aggregated with KFI BLACKCRAFT pursuant to Section 414 of the Code (each, a "KFI “BLACKCRAFT Employee Plan"”), no event has occurred and, to the knowledge of KFIBLACKCRAFT, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries BLACKCRAFT could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIBLACKCRAFT. (b) (i) No KFI BLACKCRAFT Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI BLACKCRAFT Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI BLACKCRAFT Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI BLACKCRAFT Stock Options, together with the number of KFI BLACKCRAFT Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI BLACKCRAFT Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI BLACKCRAFT has furnished CALIPSO MRCD with complete copies of the plans pursuant to which the KFI BLACKCRAFT Stock Options were issued. Other than the automatic vesting of KFI BLACKCRAFT Stock Options that may occur without any action on the part of KFI BLACKCRAFT or its officers or directors, KFI BLACKCRAFT has not taken any action that would result in any KFI BLACKCRAFT Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(34(3) of ERISA), maintained or contributed to at any time by KFI SpeechPhone or any entity required to be aggregated with KFI SpeechPhone pursuant to Section 414 of the Code (each, a "KFI “SpeechPhone Employee Plan"”), no event has occurred and, to the knowledge of KFISpeechPhone, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries SpeechPhone could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFISpeechPhone. (b) (i) No KFI SpeechPhone Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI SpeechPhone Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 4.11(c) of the KFI SpeechPhone Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock SpeechPhone Membership Options, together with the number of KFI Shares SpeechPhone Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAcquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 4.11(c) of the KFI SpeechPhone Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI SpeechPhone has furnished CALIPSO with Muex xxth complete copies of the plans pursuant to which the KFI Stock SpeechPhone Membership Options were issued. Other than the automatic vesting of KFI SpeechPhone Stock Options that may occur without any action on the part of KFI SpeechPhone or its officers or directors, KFI SpeechPhone has not taken any action that would result in any KFI Stock SpeechPhone Membership Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI SpeechPhone has made available to CALIPSO: Muex (ix) a description of the terms of employment and compensation arrangements of all officers of KFI SpeechPhone and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI SpeechPhone to make annual cash payments in an amount exceeding $60,00020,000; (iii) a schedule listing all officers of KFI SpeechPhone who have executed a non-competition agreement with KFI SpeechPhone and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI SpeechPhone with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI SpeechPhone with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 4.11(e) of the KFI SpeechPhone Disclosure Schedule, to be tendered at or before closing, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI SpeechPhone Employee Plan or any agreement or arrangement disclosed under this Section 3.10 4.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI SpeechPhone threatened, between KFI SpeechPhone and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFISpeechPhone. KFI SpeechPhone is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI SpeechPhone (and KFI SpeechPhone does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI SpeechPhone know of any activities or proceedings of any labor union to organize any of its or employees. KFI SpeechPhone has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the LitFunding Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), maintained or contributed to at any time by KFI LitFunding or any entity required to be aggregated with KFI LitFunding pursuant to Section 414 of the Code (each, a "KFI “LitFunding Employee Plan"”), no event has occurred and, and to the knowledge of KFILitFunding, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries LitFunding could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFILitFunding. (b) (i) No KFI LitFunding Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI LitFunding Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI LitFunding Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI LitFunding Stock Options, together with the number of KFI LitFunding Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI LitFunding Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI LitFunding has furnished CALIPSO EMEI with complete copies of the plans pursuant to which the KFI LitFunding Stock Options were issued. Other than the automatic vesting of KFI LitFunding Stock Options that may occur without any action on the part of KFI LitFunding or its officers or directors, KFI LitFunding has not taken any action that would result in any KFI LitFunding Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI LitFunding has made available to CALIPSO: EMEI (i) a description of the terms of employment and compensation arrangements of all officers of KFI LitFunding and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI LitFunding to make annual cash payments in an amount exceeding $60,000100,000; (iii) a schedule listing all officers of KFI LitFunding who have executed a non-competition agreement with KFI LitFunding and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI LitFunding with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI LitFunding with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the LitFunding Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI LitFunding Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI LitFunding, threatened, between KFI LitFunding and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFILitFunding. KFI Neither LitFunding nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI LitFunding or any of its subsidiaries (and KFI does not have neither LitFunding nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI LitFunding know of any activities or proceedings of any labor union to organize any of its or employees. KFI LitFunding has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.10(a) of the MPC Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI MPC or any entity required to be aggregated with KFI MPC pursuant to Section 414 of the Code (each, a "KFI MPC Employee Plan"), no event has occurred and, and to the knowledge of KFIMPC, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MPC could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMPC. (b) (i) No KFI MPC Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MPC Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.10(c) of the KFI MPC Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MPC Stock Options, together with the number of KFI MPC Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAcquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.10(c) of the KFI MPC Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MPC has furnished CALIPSO SCAC with complete copies of the plans pursuant to which the KFI MPC Stock Options were issued. Other than the automatic vesting of KFI MPC Stock Options that may occur without any action on the part of KFI MPC or its officers or directors, KFI MPC has not taken any action that would result in any KFI MPC Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MPC has made available to CALIPSO: SCAC (i) a description of the terms of employment and compensation arrangements of all officers of KFI MPC and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MPC to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MPC who have executed a non-competition agreement with KFI MPC and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MPC with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MPC with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.10(d) of the MPC Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MPC Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MPC, threatened, between KFI MPC and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMPC. KFI Neither MPC nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MPC or any of its subsidiaries (and KFI does not have neither MPC nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MPC know of any activities or proceedings of any labor union to organize any of its or employees. KFI MPC has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI GRP or any entity required to be aggregated with KFI GRP pursuant to Section 414 of the Code (each, a "KFI “GRP Employee Plan"”), no event has occurred and, to the knowledge of KFIGRP, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries GRP could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGRP. (b) (i) No KFI GRP Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI GRP Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI GRP Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock GRP Membership Interest Options, together with the number of KFI Shares GRP Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI GRP Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GRP has furnished CALIPSO MGOL with complete copies of the plans pursuant to which the KFI Stock GRP Membership Interest Options were issued. Other than the automatic vesting of KFI Stock GRP Membership Interest Options that may occur without any action on the part of KFI GRP or its officers or directors, KFI GRP has not taken any action that would result in any KFI Stock GRP Membership Interest Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GRP has made available to CALIPSO: MGOL (i) a description of the terms of employment and compensation arrangements of all officers of KFI GRP and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GRP to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI GRP who have executed a non-competition agreement with KFI GRP and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GRP with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GRP with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI GRP Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GRP Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GRP threatened, between KFI GRP and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGRP. KFI GRP is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GRP (and KFI GRP does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GRP know of any activities or proceedings of any labor union to organize any of its or employees. KFI GRP has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the XPDN Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI XPDN or any entity required to be aggregated with KFI XPDN pursuant to Section 414 of the Code (each, a "KFI XPDN Employee Plan"), no event has occurred and, and to the knowledge of KFIXPDN, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries XPDN could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIXPDN. (b) (i) No KFI XPDN Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI XPDN Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify quality under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI XPDN Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI XPDN Stock Options, together with the number of KFI XPDN Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of or the MergerShare Exchange), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection. 2.11(c) of the KFI XPDN Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI XPDN has furnished CALIPSO GALA with complete copies of the plans pursuant to which the KFI XPDN Stock Options were issued. Other than the automatic vesting of KFI XPDN Stock Options that may occur without any action on the part of KFI XPDN or its officers or directors, KFI XPDN has not taken any action that would result in any KFI XPDN Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI XPDN has made available to CALIPSO: GALA (iI) a description of the terms of employment and compensation arrangements of all officers of KFI XPDN and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI XPDN to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI XPDN who have executed a non-competition agreement with KFI XPDN and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI XPDN with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI XPDN with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the XPDN Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee XPDN employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.1.1 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI XPDN, threatened, between KFI XPDN and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIXPDN. KFI Neither XPDN nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI XPDN or any of its subsidiaries (and KFI does not have neither XPDN nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI XPDN know of any activities or proceedings of any labor union to organize any of its or employees. KFI XPDN has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the HGLB Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI HGLB or any entity required to be aggregated with KFI HGLB pursuant to Section 414 of the Code (each, a "KFI “HGLB Employee Plan"”), no event has occurred and, and to the knowledge of KFIHGLB, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries HGLB could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIHGLB. (b) (i) No KFI HGLB Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI HGLB Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI HGLB Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI HGLB Stock Options, together with the number of KFI HGLB Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI HGLB Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI HGLB has furnished CALIPSO RITEWIRE with complete copies of the plans pursuant to which the KFI HGLB Stock Options were issued. Other than the automatic vesting of KFI HGLB Stock Options that may occur without any action on the part of KFI HGLB or its officers or directors, KFI HGLB has not taken any action that would result in any KFI HGLB Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI HGLB has made available to CALIPSO: RITEWIRE (i) a description of the terms of employment and compensation arrangements of all officers of KFI HGLB and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI HGLB to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI HGLB who have executed a non-competition agreement with KFI HGLB and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI HGLB with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI HGLB with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the HGLB Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI HGLB Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI HGLB, threatened, between KFI HGLB and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIHGLB. KFI Neither HGLB nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI HGLB or any of its subsidiaries (and KFI does not have neither HGLB nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI HGLB know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI HGLB has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the ISSG Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI ISSG or any entity required to be aggregated with KFI ISSG pursuant to Section 414 of the Code (each, a "KFI ISSG Employee Plan"), no event has occurred and, and to the knowledge of KFIISSG, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries ISSG could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIISSG. (b) (i) No KFI ISSG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ISSG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI ISSG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ISSG Stock Options, together with the number of KFI ISSG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI ISSG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ISSG has furnished CALIPSO RIL with complete copies of the plans pursuant to which the KFI ISSG Stock Options were issued. Other than the automatic vesting of KFI ISSG Stock Options that may occur without any action on the part of KFI ISSG or its officers or directors, KFI ISSG has not taken any action that would result in any KFI ISSG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI ISSG has made available to CALIPSO: RIL (i) a description of the terms of employment and compensation arrangements of all officers of KFI ISSG and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI ISSG to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI ISSG who have executed a non-competition agreement with KFI ISSG and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI ISSG with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI ISSG with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the ISSG Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ISSG Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ISSG, threatened, between KFI ISSG and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIISSG. KFI Neither ISSG nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ISSG or any of its subsidiaries (and KFI does not have neither ISSG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ISSG know of any activities or proceedings of any labor union to organize any of its or employees. KFI ISSG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI RAI, any of its subsidiaries or any entity required to be aggregated with KFI RAI or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI RAI Employee Plan"), no event has occurred and, to the knowledge of KFIRAI, no condition or set of circumstances exists in connection with which KFI RAI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIRAI. (b) (i) No KFI RAI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI RAI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI RAI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI RAI Stock Options, together with the number of KFI RAI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI RAI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI RAI has furnished CALIPSO ZMRT with complete copies of the plans pursuant to which the KFI RAI Stock Options were issued. Other than the automatic vesting of KFI RAI Stock Options that may occur without any action on the part of KFI RAI or its officers or directors, KFI RAI has not taken any action that would result in any KFI RAI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI RAI has made available to CALIPSO: ZMRT (i) a description of the terms of employment and compensation arrangements of all officers of KFI RAI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI RAI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI who have executed a non-competition agreement with KFI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there are no controversies pending or, to the knowledge of KFI threatened, between KFI and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFI. KFI is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI (and KFI does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI know of any activities or proceedings of any labor union to organize any of its employees. KFI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.;

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(34(3) of ERISA), maintained or contributed to at any time by KFI Voiceassist or any entity required to be aggregated with KFI Voiceassist pursuant to Section 414 of the Code (each, a "KFI “Voiceassist Employee Plan"”), no event has occurred and, to the knowledge of KFIVoiceassist, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries Voiceassist could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIVoiceassist. (b) (i) No KFI Voiceassist Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Voiceassist Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 4.11(c) of the KFI Voiceassist Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Voiceassist Membership Options, together with the number of KFI Shares Voiceassist Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the MergerAcquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 4.11(c) of the KFI Voiceassist Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Voiceassist has furnished CALIPSO Xxxx with complete copies of the plans pursuant to which the KFI Stock Voiceassist Membership Options were issued. Other than the automatic vesting of KFI Voiceassist Stock Options that may occur without any action on the part of KFI Voiceassist or its officers or directors, KFI Voiceassist has not taken any action that would result in any KFI Stock Voiceassist Membership Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Voiceassist has made available to CALIPSO: Xxxx (i) a description of the terms of employment and compensation arrangements of all officers of KFI Voiceassist and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Voiceassist to make annual cash payments in an amount exceeding $60,00020,000; (iii) a schedule listing all officers of KFI Voiceassist who have executed a non-competition agreement with KFI Voiceassist and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Voiceassist with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Voiceassist with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 4.11(e) of the KFI Voiceassist Disclosure Schedule, to be tendered at or before closing, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Voiceassist Employee Plan or any agreement or arrangement disclosed under this Section 3.10 4.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Voiceassist threatened, between KFI Voiceassist and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIVoiceassist. KFI Voiceassist is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Voiceassist (and KFI Voiceassist does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Voiceassist know of any activities or proceedings of any labor union to organize any of its or employees. KFI Voiceassist has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI Naturol, any of its subsidiaries or any entity required to be aggregated with KFI Naturol or any of its subsidiaries pursuant to Section 414 of the Code (each, a "KFI Naturol Employee Plan"), no event has occurred and, to the knowledge of KFINaturol, no condition or set of circumstances exists in connection with which KFI Naturol or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFINaturol. (b) (i) No KFI Naturol Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Naturol Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 3.11(c) of the KFI Naturol Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Naturol Stock Options, together with the number of KFI Naturol Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 3.11(c) of the KFI Naturol Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI Naturol has furnished CALIPSO Coronado with complete copies of the plans pursuant to which the KFI Naturol Stock Options were issued. Other than the automatic vesting of KFI Naturol Stock Options that may occur without any action on the part of KFI Naturol or its officers or directors, KFI Naturol has not taken any action that would result in any KFI Naturol Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI Naturol has made available to CALIPSO: Coronado (i) a description of the terms of employment and compensation arrangements of all officers of KFI Naturol and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI Naturol to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI Naturol who have executed a non-competition agreement with KFI Naturol and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI Naturol with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI Naturol with or relating to its employees which contain change in control provisions. (e) Except as disclosed by KFI on Schedule 3.10(ein Section 3.11(e) of the KFI Naturol Disclosure Schedule, Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI Naturol Employee Plan or any agreement or arrangement disclosed under this Section 3.10 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI Naturol threatened, between KFI Naturol or any of its subsidiaries and any of its their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFINaturol. KFI Neither Naturol nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI Naturol or any of its subsidiaries (and KFI does not have neither Naturol nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI Naturol know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. KFI Naturol has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the ACBR Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by KFI ACBR or any entity required to be aggregated with KFI ACBR pursuant to Section 414 of the Code (each, a "KFI “ACBR Employee Plan"”), no event has occurred and, and to the knowledge of KFIACBR, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries ACBR could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIACBR. (b) (i) No KFI ACBR Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI ACBR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI ACBR Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI ACBR Stock Options, together with the number of KFI ACBR Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI ACBR Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI ACBR has furnished CALIPSO BOLLENTE with complete copies of the plans pursuant to which the KFI ACBR Stock Options were issued. Other than the automatic vesting of KFI ACBR Stock Options that may occur without any action on the part of KFI ACBR or its officers or directors, KFI ACBR has not taken any action that would result in any KFI ACBR Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI ACBR has made available to CALIPSO: BOLLENTE (i) a description of the terms of employment and compensation arrangements of all officers of KFI ACBR and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI ACBR to make annual cash payments in an amount exceeding $60,0002,000; (iii) a schedule listing all officers of KFI ACBR who have executed a non-competition agreement with KFI ACBR and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI ACBR with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI ACBR with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the ACBR Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI ACBR Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI ACBR, threatened, between KFI ACBR and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIACBR. KFI Neither ACBR nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI ACBR or any of its subsidiaries (and KFI does not have neither ACBR nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI ACBR know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. KFI ACBR has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the GLOBAL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI GLOBAL or any entity required to be aggregated with KFI GLOBAL pursuant to Section 414 of the Code (each, a "KFI GLOBAL Employee Plan"), no event has occurred and, and to the knowledge of KFIGLOBAL, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries GLOBAL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIGLOBAL. (b) (i) No KFI GLOBAL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI GLOBAL Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI GLOBAL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI GLOBAL Stock Options, together with the number of KFI GLOBAL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI GLOBAL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI GLOBAL has furnished CALIPSO LRMT with complete copies of the plans pursuant to which the KFI GLOBAL Stock Options were issued. Other than the automatic vesting of KFI GLOBAL Stock Options that may occur without any action on the part of KFI GLOBAL or its officers or directors, KFI GLOBAL has not taken any action that would result in any KFI GLOBAL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI GLOBAL has made available to CALIPSO: LRMT (i) a description of the terms of employment and compensation arrangements of all officers of KFI GLOBAL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI GLOBAL to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI GLOBAL who have executed a non-competition agreement with KFI GLOBAL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI GLOBAL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI GLOBAL with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the GLOBAL Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI GLOBAL Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI GLOBAL, threatened, between KFI GLOBAL and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIGLOBAL. KFI Neither GLOBAL nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI GLOBAL or any of its subsidiaries (and KFI does not have neither GLOBAL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI GLOBAL know of any activities or proceedings of any labor union to organize any of its or employees. KFI GLOBAL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the WREI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI WREI or any entity required to be aggregated with KFI WREI pursuant to Section 414 of the Code (each, a "KFI WREI Employee Plan"), no event has occurred and, and to the knowledge of KFIWREI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries WREI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIWREI. (b) (i) No KFI WREI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI WREI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI WREI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI WREI Stock Options, together with the number of KFI WREI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI WREI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI WREI has furnished CALIPSO ISES with complete copies of the plans pursuant to which the KFI WREI Stock Options were issued. Other than the automatic vesting of KFI WREI Stock Options that may occur without any action on the part of KFI WREI or its officers or directors, KFI WREI has not taken any action that would result in any KFI WREI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI WREI has made available to CALIPSO: ISES (i) a description of the terms of employment and compensation arrangements of all officers of KFI WREI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI WREI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI WREI who have executed a non-competition agreement with KFI WREI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI WREI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI WREI with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the WREI Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI WREI Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI WREI, threatened, between KFI WREI and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIWREI. KFI Neither WREI nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI WREI or any of its subsidiaries (and KFI does not have neither WREI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI WREI know of any activities or proceedings of any labor union to organize any of its or employees. KFI WREI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.

Employee Benefit Plans; Labor Matters. (a) With Except as set forth in Section 2.11(a) of the MGGA Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by KFI MGGA or any entity required to be aggregated with KFI MGGA pursuant to Section 414 of the Code (each, a "KFI MGGA Employee Plan"), no event has occurred and, and to the knowledge of KFIMGGA, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries MGGA could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFIMGGA. (b) (i) No KFI MGGA Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI MGGA Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 3.10(cSection 2.11(c) of the KFI MGGA Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI MGGA Stock Options, together with the number of KFI MGGA Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(cSection 2.11(c) of the KFI MGGA Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI MGGA has furnished CALIPSO TPG with complete copies of the plans pursuant to which the KFI MGGA Stock Options were issued. Other than the automatic vesting of KFI MGGA Stock Options that may occur without any action on the part of KFI MGGA or its officers or directors, KFI MGGA has not taken any action that would result in any KFI MGGA Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) KFI MGGA has made available to CALIPSO: TPG (i) a description of the terms of employment and compensation arrangements of all officers of KFI MGGA and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating KFI MGGA to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of KFI MGGA who have executed a non-competition agreement with KFI MGGA and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of KFI MGGA with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the KFI MGGA with or relating to its employees which contain change in control provisionsprovisions all of which are set forth in Section 2.11(d) of the MGGA Disclosure Schedule. (e) Except as disclosed by KFI on Schedule 3.10(e) of the KFI Disclosure Schedule, there There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any KFI MGGA Employee Plan or any agreement or arrangement disclosed under this Section 3.10 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) Except as disclosed by KFI on Schedule 3.10(f) of the KFI Disclosure Schedule, there There are no controversies pending or, to the knowledge of KFI MGGA, threatened, between KFI MGGA and any of its their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on KFIMGGA. KFI Neither MGGA nor any of its subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by KFI MGGA or any of its subsidiaries (and KFI does not have neither MGGA nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does KFI MGGA know of any activities or proceedings of any labor union to organize any of its or employees. KFI MGGA has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof thereof, by or with respect to any of its employees.