Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Section 4.10 of the Sellers’ Disclosure Schedule 3.16(a) sets forth a all material Parent Employee Benefit Plans and Policies and Purchased Subsidiaries Employee Benefit Plans (collectively, the “Benefit Plans”). Sellers have made available, upon reasonable request, to Purchaser true, complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete correct copies of all documents comprising such Benefit Plans, including: (i) all plan documents (oreach material Benefit Plan, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be (including all schedules, auditor’s reports and attachments thereto) filed with the IRS with respect to each such Benefit Plan (if any such report is requiredwas required by applicable Law); and , (iii) the most recent actuarial or other financial report prepared with respect to such Benefit Plan, if any, (iv) each trust agreement and insurance or group annuity Contract or other funding or financing arrangement relating to such Benefit Plan and (v) to the extent not subject to confidentiality restrictions, any such material written communications received by Sellers or any Subsidiaries of Sellers from any Governmental Authority relating to a Benefit Plan, have been provided including any communication from the Pension Benefit Guaranty Corporation (the “PBGC”), in respect of any Benefit Plan, subject to PJCTitle IV of ERISA. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effectExcept as would not reasonably be expected to have a Material Adverse Effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such (i) each Benefit Plan has been administered and operated in all respects in accordance with its terms terms, (ii) each of Sellers, any of their Subsidiaries and each Benefit Plan is in compliance with all the applicable provisions of ERISA, the Tax Code, all other applicable Laws (including Section 409A of the Tax Code, TARP or under any enhanced restrictions on executive compensation agreed to by Sellers with Sponsor) and the terms of all applicable Collective Bargaining Agreements, (iii) there are no (A) investigations by any Governmental Authority, (B) termination proceedings or other Applicable LawClaims (except routine Claims for benefits payable under any Benefit Plans) or (C) Claims, in each case, against or involving any Benefit Plan or asserting any rights to or Claims for benefits under any Benefit Plan that could give rise to any Liability, and Emergent there are not any facts or circumstances that could give rise to any Liability in the event of any such Claim and (iv) each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be a Tax-qualified plan under Section 401(a) of the Tax Code has received a favorable determination letter (or similar provisions for Tax-registered or Tax-favored plans of non-United States jurisdictions) is qualified and any trust established in connection with any Benefit Plan that is intended to be exempt from taxation under Section 501(a) of the IRSTax Code (or similar provisions for Tax-registered or Tax-favored plans of non-United States jurisdictions) is exempt from United States federal income Taxes under Section 501(a) of the Tax Code (or similar provisions under non-United States law). To the Knowledge of Sellers, no circumstance and no fact or event has occurred and no condition exists which that would be reasonably be expected to result in adversely affect the revocation qualified status of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to . (c) None of the Parent Employee Benefit Plans and Policies or any such material Purchased Subsidiaries Employee Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability Plans that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other an “disqualified person” or “party in interestemployee pension benefit plan” (as defined in Section 4975(e)(2) of the Code and Section 3(143(2) of ERISA, respectively) has engaged in, or failed to engage insatisfy, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Taxas applicable, damages or penalties imposed by the minimum funding standards (as described in Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV 302 of ERISA or Section 412 of the Code Tax Code), whether or not waived, nor has any waiver of the minimum funding standards of Section 302 of ERISA, and neither Emergent ERISA or any ERISA Affiliate has contributed to any such plan during Section 412 of the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISATax Code been requested. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms No Seller or any ERISA Affiliate of any Seller (including any Purchased Subsidiary) (i) has any actual or contingent Liability (A) under any employee benefit plan subject to Title IV of ERISA other than the Benefit Plan Plans (except for contributions not yet due), (B) to the PBGC (except for the payment of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statementspremiums not yet due), which reserves are adequate Liability, in all material respectseach case, has not been fully paid as of the date hereof, or, if applicable, which has not been accrued in accordance with GAAP or (C) under any “multiemployer plan” (as defined in Section 3(37) of ERISA), or (ii) neither Emergent nor any will incur withdrawal Liability under Title IV of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible ERISA as a result of the application of Section 280G consummation of the Codetransactions contemplated hereby, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program except for Liabilities with respect to any Benefit Planof the foregoing that would not reasonably be expected to have a Material Adverse Effect. (e) Neither the execution of this Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated hereby (alone or in conjunction with any other event, including termination of employment) will entitle any member of the board of directors of Parent or any Applicable Employee who is an officer or member of senior management of Parent to any increase in compensation or benefits, any grant of severance, retention, change in control or other similar compensation or benefits, any acceleration of the time of payment or vesting of any compensation or benefits (but not including, for this purpose, any retention, stay bonus or other incentive plan, program, arrangement that is a Retained Plan) or will require the securing or funding of any compensation or benefits or limit the right of Sellers, any Subsidiary of Sellers or Purchaser or any Affiliates of Purchaser to amend, modify or terminate any Benefit Plan. Any new grant of severance, retention, change in control or other similar compensation or benefits to any Applicable Employee, and any payout to any Transferred Employee under any such existing arrangements, that would otherwise occur as a result of the execution of this Agreement or any Ancillary Agreement (alone or in conjunction with any other event, including termination of employment), has been waived by such Applicable Employee or otherwise cancelled. (f) No amount or other entitlement currently in effect that could be received (whether in cash or property or the vesting of property) as a result of the actions contemplated by this Agreement and the Ancillary Agreements (alone or in combination with any other event) by any Person who is a “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1) (each, a “Disqualified Individual”) with respect to Sellers would be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Tax Code). No Disqualified Individual or Applicable Employee is entitled to receive any additional payment (e.g., any Tax gross-up or any other payment) from Sellers or any Subsidiaries of Sellers in the event that the additional or excise Tax required by Section 409A or 4999 of the Tax Code, respectively is imposed on such individual. (g) All individuals covered by the UAW Collective Bargaining Agreement are either Applicable Employees or employed by a Purchased Subsidiary. (h) Section 4.10(h) of the Sellers’ Disclosure Schedule 3.16(elists all non-standard individual agreements currently in effect providing for compensation, benefits and perquisites for any current and former officer, director or top twenty-five (25) sets forth a complete most highly paid employee of Parent and correct list of all Benefits Liabilities of Emergent and its Subsidiariesany other such material non-standard individual agreements with non-top twenty-five (25) employees.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would could not reasonably be expected toexpected, either individually or in the aggregate, result to have a Material Adverse Effect: each of the Borrower, the Subsidiaries and the ERISA Affiliates is in Liability that is material to Emergent compliance with the applicable provisions of ERISA and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) the provisions of the Code relating to Plans and Section 3(14the regulations and published interpretations thereunder and any similar applicable non-U.S. law; no Reportable Event has occurred during the past five years as to which the Borrower, any of its Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; the present value of all benefit liabilities under each Plan of the Borrower, its Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, does not exceed the value of the assets of such Plan, and the present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for which valuations are available, does not exceed the value of the assets of all such underfunded Plans; no ERISA Event has occurred or is reasonably expected to occur; and none of the Borrower, its Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, respectivelyor has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated. (b) has engaged in, or failed to engage in, any transactions Each of the Borrower and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any such Benefit Plan that are reasonably likely to subject Emergent employee pension benefit plan or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no other employee benefit plan contributed to governed by an ERISA Affiliate, is subject to Title IV the laws of ERISA or Section 412 of a jurisdiction other than the Code or Section 302 of ERISA, United States and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40(ii) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under with the terms of any Benefit Plan of Emergent and its Subsidiaries such plan, except, in each case, for such noncompliance that could not reasonably be expected to have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanMaterial Adverse Effect. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Except as could not reasonably be expected to have, individually or in the aggregate, a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, includingMaterial Adverse Effect: (i) all plan documents (or, the Borrower and each Subsidiary is in compliance with the case applicable provisions of any such Benefit Plan that is unwritten, an accurate description thereof)ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (ii) no Reportable Event has occurred during the most recent summary plan descriptions for each such Benefit Plan for past five years as to which the Borrower or any Subsidiary or any ERISA Affiliate was required to file a summary plan description is requiredreport with the PBGC, other than reports that have been filed; (iii) the three (3) most recent annual reports on IRS Form 5500 required no ERISA Event has occurred or is reasonably expected to be filed with the IRS with respect to each such Benefit Plan (if any such report is required)occur; and (iv) each trust agreement and insurance none of the Borrower, any Subsidiary or group annuity Contract relating any ERISA Affiliate has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to any such Benefit Plan, have been provided be in reorganization or to PJCbe terminated. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that Except where noncompliance would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would not reasonably be expected to result in a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and with the revocation requirements of any such determination letterand all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and neither the Borrower nor any Subsidiary have incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected toto have, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiariesa Material Adverse Effect, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) the present value of the Code and Section 3(14accrued benefit liabilities (whether or not vested) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit under each Foreign Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be madefunded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary (based on the actuarial assumptions used for purposes of the applicable jurisdiction’s financial reporting requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan which is not required claims to be paidfunded, under the terms obligations of any Benefit such Foreign Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planproperly accrued. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) Section 3.18 of the ABI Disclosure Letter sets forth a true, correct and complete list of each Benefit Plan of Emergent all employee benefit plans, all fringe benefit plans, and its Subsidiaries. Correct all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit (statutorily required or not) or welfare plan, and complete copies of all documents comprising such Benefit Plansany other employee compensation or benefit plan, including: (i) all plan documents (orContract, in the case of and any such Benefit Plan that is unwrittentrust, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS escrow or other agreement related thereto with respect to each such the Servicios Company (collectively, the “Employee Benefit Plans”). The Servicios Company has not made any commitment to create any additional Employee Benefit Plans or to modify or change any existing Employee Benefit Plan (if in any such report is required); respect prior to the Closing Date, except as may be required by any change in applicable Law. A true and (iv) complete copy of each trust agreement and insurance or group annuity Contract relating to any such existing Employee Benefit Plan, have including any amendments thereto, has been provided made available to PJCCBI. (b) All Each of the Employee Benefit Plans and their administration is currently and has at all times in the past been in compliance in both form and operation with all applicable Laws and is being and has been operated in accordance with the terms and conditions of Emergent the applicable Employee Benefit Plan document(s). No event has occurred which will or could cause any such Employee Benefit Plan or any fiduciary of any such Employee Benefit Plan to fail to comply with such requirements and its Subsidiaries are valid and binding and no notice has been issued by any Governmental Authority questioning or challenging such compliance. (c) The Servicios Company does not maintain, nor has it ever maintained, or is obligated to provide benefits under or contributions to any Employee Benefit Plan which provides benefits to retirees or other terminated employees. (d) There is no claim, action, proceeding or investigation, pending or, to the Knowledge of ABI, threatened against the Servicios Company arising from or relating to any Employee Benefit Plan, at law or in full force and effectequity, and there are no material defaults by Emergent Governmental Orders, before any arbitrator or any of its Subsidiaries thereunder. Each such Benefit Plan Governmental Authority, in each case that (a) has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under had or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b)have, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result a Company Material Adverse Effect or (b) alleges a material violation of a criminal Law, in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” the case of clause (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(ib), 502(c), 502(1) and 601 through 608 as of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such As of the date hereof, there is no claim, action, proceeding or, to the Knowledge of ABI, investigation, pending or, to the Knowledge of ABI, threatened against the Servicios Company, and there are no Governmental Orders, before any arbitrator or Governmental Authority arising from or relating to any Employee Benefit Plan is a multiple employer welfare arrangement within Plan, in each case as would prevent or materially delay the meaning ability of Section 3(40) of ERISAABI to consummate the transactions contemplated hereby. (de) All contributions and all premium payments required to be made, and required claims to be paid, under Neither the terms execution of any Benefit Plan this Agreement nor the consummation of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not will result in any paymentsthe payment, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filedvesting, or is considering filing, an application acceleration of any benefit under the IRS any Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent United and its SubsidiariesSubsidiaries maintain or contribute to certain "employee pension benefit plans" (the "United Pension Plans"), as such term is defined in Section 3 of ERISA, and "employee welfare benefit plans" (the "United Welfare Plans"), as such term is defined in Section 3 of ERISA. Correct and complete copies of all documents comprising such Benefit PlansSince September 2, including: (i) all plan documents (or1974, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating neither United nor its Subsidiaries have contributed to any "Multiemployer Plan", as such Benefit Plan, have been provided to PJCterm is defined in Section 3(37) of ERISA. (b) All Benefit Each of the United Pension Plans and each of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan the United Welfare Plans has been administered and operated in compliance in all material respects in accordance with its terms and with all applicable the provisions of ERISA, the Code, all regulations, rulings and other Applicable Lawannouncements promulgated or issued thereunder, and Emergent all other applicable governmental laws and regulations. (c) The present value of all accrued benefits both vested and non-vested under each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected United Pension Plans subject to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) Title IV of ERISA, respectivelybased upon the actuarial assumptions used for purposes of the most recent actuarial valuation prepared by such United Pension Plan's actuary, did not exceed the then current value of the assets of such plans allocable to such accrued benefits. To the best of United's knowledge, the actuarial assumptions then utilized for such plans were reasonable and appropriate as of the last valuation date and reflect then current market conditions. (d) During the last six years, the PBGC has engaged in, or failed to engage in, not asserted any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent claim for liability against United or any of its Subsidiaries which has not been paid in full. (e) All premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC with respect to each United Pension Plan have been paid. All contributions required to be made to each United Pension Plan under the terms thereof, ERISA or other applicable law have been timely made, and all amounts properly accrued to date as liabilities of United and its Subsidiaries which have not been paid have been properly recorded on the books of United and its Subsidiaries. (f) Except as disclosed on the United Disclosure Schedule, each of the United Pension Plans, the United Welfare Plans and each other plan and arrangement identified on the United Disclosure Schedule has been operated in compliance in all material respects with the provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder, and all other applicable governmental laws and regulations. Furthermore, the IRS has issued a favorable determination letter, which takes into account the Tax Reform Act of 1986 and subsequent legislation through the date of such determination letter, with respect to each of the United Pension Plans and United is not aware of any material Taxfact or circumstance which would disqualify any such plan, damages or penalties imposed by that could not be retroactively corrected (in accordance with the procedures of the IRS). (g) To the knowledge of United, within the past two plan years no non-exempt prohibited transaction, within the meaning of Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 406 of ERISA, has occurred with respect to any of the United Welfare Plans or United Pension Plans. (ch) Except as set forth in Schedule 3.16(c), no Benefit No United Pension Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate trust created thereunder has contributed to been terminated, nor have there been any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement "reportable events", within the meaning of Section 3(404034(b) of ERISA, with respect to any of the United Pension Plans. (di) All contributions and all premium payments required to be madeTo the knowledge of United, and required claims to be paidno "accumulated funding deficiency", under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A 412 of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program been incurred with respect to any Benefit Planof the United Pension Plans. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Seller has made available to Buyer copies of (i) each material Employee Plan together with the most recent annual report (Form 5500 including, if applicable, Schedule 3.16(aB thereto) and Form 990, if applicable, prepared in connection with any such plan and (ii) each material International Plan. Section 3.18 of the Disclosure Schedule sets forth a complete list of each Benefit Plan of Emergent all the material Employee Plans and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit material International Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans None of Emergent and its Subsidiaries are valid and binding and in full force and effectSeller, and there are no material defaults by Emergent any Subsidiary of Seller, any of their ERISA Affiliates or any of its Subsidiaries thereunder. Each such Benefit predecessor thereof, maintains, administers or contributes to, or has in the past maintained, administered or contributed to, any Employee Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions subject to Title IV of ERISA. (c) None of Seller, any Subsidiary of Seller, any of their ERISA Affiliates or any predecessor thereof contributes to, or has in the Codepast contributed to, and other Applicable Lawany multiemployer plan, and Emergent and each ERISA Affiliate has performed and complied as defined in all respects with all Section 3(37) of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit . (d) Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter letter, or has pending or has time remaining in which to file, an application for such determination from the IRSInternal Revenue Service, and to the knowledge of Seller there is no event has occurred and no condition exists which would reasonably be expected to result in the revocation of reason why any such determination letterletter should be revoked or not be reissued. Except as set forth in Schedule 3.16(b), neither Emergent nor any Seller has made available to Buyer copies of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. There are no pending orEach Employee Plan has been maintained, to Emergent’s knowledge, threatened Legal Proceedings relating to funded and administered in compliance with its terms and with any such Benefit PlanApplicable Law, except for pending or threatened Legal Proceedings that instances of non-compliance as would not reasonably be expected tonot, either individually or in the aggregate, result reasonably be expected to have a Material Adverse Effect. With respect to each Employee Plan, all contributions and premium payments that are due have been made within the time periods prescribed by ERISA and the Code, except for any such contribution or payment which the failure to make would not, individually or in Liability that is material the aggregate, reasonably be expected to Emergent and its Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions No events have occurred with respect to any such Benefit Employee Plan that are reasonably likely to subject Emergent could result in payment or assessment by or against the Business, any Purchased Asset or any Purchased Subsidiary, or Buyer or any of its Subsidiaries to Affiliates of any material Taxexcise taxes under Sections 4972, damages 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or penalties imposed by Section 409A, 4975 or 4980B 5000 of the Code Code, except for excise taxes as would not, individually or Section 502(i)in the aggregate, 502(c), 502(1) and 601 through 608 of ERISAreasonably be expected to have a Material Adverse Effect. (ce) Except as set forth in Schedule 3.16(c)No Purchased Subsidiary has any material Liability under Section 302 or Title IV of ERISA or Section 412 of the Code. None of Seller, no Benefit Plan any Retained Subsidiary or any of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an their ERISA Affiliate, is subject to Affiliates has any material Liability under Section 302 or Title IV of ERISA or Section 412 of the Code or Section 302 that could become a material Liability of ERISABuyer, and neither Emergent any Purchased Subsidiary or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISAtheir Affiliates. (df) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and Seller has (or has caused its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in to have) performed all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program obligations required with respect to each International Plan, except for any Benefit Plan. such obligation as to which the failure to perform would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each International Plan has been maintained in compliance with its terms and with any Applicable Law, except for instances of non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All payments (eincluding premiums due) Schedule 3.16(e) sets forth a complete and correct list all employer and employee contributions required to have been collected in respect of all Benefits Liabilities each International Plan have been paid when due, or if applicable, accrued on the balance sheet of Emergent Seller and its SubsidiariesAffiliates, except for any such payment, contribution or accrual as to which the failure to make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as would not reasonably be expected to have a Material Adverse Effect, (a) Schedule 3.16(a) sets forth a complete list of each Benefit Pension Plan of Emergent is in substantial compliance in form and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance operation with its terms and with ERISA and the Internal Revenue Code (including the Internal Revenue Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent Legal Requirements; (b) each Pension Plan (and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Planrelated trust, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that if any) which is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Internal Revenue Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and no event and, to the knowledge of Borrower, nothing has occurred and since the date of such determination that would adversely affect such determination (or, in the case of a Pension Plan with no condition determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification); (c) to the knowledge of Borrower, no ERISA Event has occurred or is reasonably expected to occur; (d) there exists no Unfunded Pension Liability with respect to any Pension Plan; (e) none of Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the 5 calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan; (f) there are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b)liability to Borrower; (g) Borrower, neither Emergent nor any each of its Subsidiaries provides any post-employment and each ERISA Affiliate have made all contributions to or retiree welfare benefits under any Benefit Plan. There are no pending oreach Pension Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, to Emergent’s knowledge, threatened Legal Proceedings relating to any by the terms of such Benefit Pension Plan or Multiemployer Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed by any contract or agreement requiring contributions to engage in, any transactions with respect to any such Benefit a Pension Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1Multiemployer Plan; (h) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Pension Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, which is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, and neither Emergent ERISA has applied for or received an extension of any ERISA Affiliate has contributed to any such plan during the six year amortization period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) 412 of the Internal Revenue Code or Section 303 or 304 of ERISA. ; and (di) All contributions and all premium payments required to be madenone of Borrower, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received or any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within ERISA Affiliate have ceased operations so as to become subject to the meaning provisions of Section 409A 4062(e) of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the CodeERISA, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible withdrawn as a result of substantial employer so as to become subject to the application provisions of Section 280G 4063 of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, ERISA or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect ceased making contributions to any Benefit PlanPension Plan subject to Section 4064(a) of ERISA to which it made contributions. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aWith reasonable promptness, and in any event within thirty (30) sets forth a complete list days thereof, give notice to the Agent of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (ia) all plan documents (or, in the case establishment of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit new Pension Plan (if any which notice shall include a copy of such report is requiredplan); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All the commencement of contributions to any Employee Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent Plan to which the Borrower or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated ERISA Affiliates was not previously contributing, (c) any material increase in all respects in accordance with its terms and with all applicable provisions the benefits of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such any existing Employee Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a(d) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions each funding waiver request filed with respect to any such Employee Benefit Plan that are reasonably likely to subject Emergent and all communications received or sent by the Borrower or any of its Subsidiaries ERISA Affiliate with respect to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B such request and (e) the failure of the Code Borrower or any ERISA Affiliate to make a required installment or payment under Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV 302 of ERISA or Section 412 of the Code by the due date; (b) Promptly and in any event within fifteen (15) days of becoming aware of the occurrence or forthcoming occurrence of any (a) Termination Event or (b) nonexempt "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 302 4975 of ERISAthe Code, and neither Emergent in connection with any Pension Plan or any trust created thereunder, deliver to the Agent a notice specifying the nature thereof, what action the Borrower or any ERISA Affiliate has contributed taken, is taking or proposes to take with respect thereto and, when known, any such plan during action taken or threatened by the six year period immediately preceding Internal Revenue Service, the date hereof. No such Department of Labor or the PBGC with respect thereto; and (c) With reasonable promptness but in any event within fifteen (15) days for purposes of clauses (a), (b) and (c), deliver to the Agent copies of (a) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan is under Section 401(a) of the Code, (b) all notices received by the Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a multiple employer welfare arrangement trustee appointed to administer any Pension Plan, (c) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan and (d) all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA. The Borrower will notify the Agent in writing within five (5) Business Days of the Borrower or any ERISA Affiliate obtaining knowledge or reason to know that the Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 3(404041(c) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.;

Employee Benefit Plans. (a) Each Principal Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA, the Code and all other applicable requirements with respect to each Employee Benefit Plan and Employee Program, and have performed all their obligations under each Employee Benefit Plan and Employee Program. Each Employee Benefit Plan that is intended to qualify for favorable tax benefits is so qualified and has received all necessary approvals or determinations to qualify for such treatment. (b) No ERISA Event has occurred or is reasonably expected to occur. (c) Except to the extent required under Section 4980B of the Code, no Employee Benefit Plan or Employee Program provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Principal Company, any of its Subsidiaries or any of their respective ERISA Affiliates. (d) Neither Principal Company nor any of their respective ERISA Affiliates, sponsors, maintains, contributes to, or has any liability with respect to, any Pension Plans. (e) Neither Principal Company nor any of their respective ERISA Affiliates, sponsors, maintains, contributes to, or has any liability with respect to, any Multiemployer Plans. (f) All Foreign Plans are funded as required by Applicable Law, no failure to make contributions has occurred with respect to any Foreign Plan sufficient to give rise to a Lien affecting any Principal Company or any Subsidiary under any Applicable Laws, and all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all Applicable Laws and the terms of each Foreign Plan have been made. (g) Schedule 3.16(a5.11(g) sets forth a an accurate, correct and complete list of every Employee Program which is maintained, administered, sponsored or contributed to by any Principal Company or any of its Subsidiaries, which covers any current or former Employee of such Principal Company or any of its Subsidiaries or with respect to which an obligation of such Principal Company or any of its Subsidiaries to make any contribution exists. Except as set forth on Schedule 5.11(g), no Principal Company or any of its Subsidiaries has funded or unfunded, registered or unregistered, pension, retirement, superannuation or other Employee pension benefits plan or retirement income arrangements. (h) Each Principal Company has made available to the Lenders with respect to each Employee Benefit Plan of Emergent and its Subsidiaries. Correct accurate and complete copies of all documents comprising such Benefit Plans, including: (i) all plan written documents (or, in the case of any comprising such Employee Benefit Plan that is unwritten(including amendments, an accurate description thereofindividual agreements, service agreements, trusts and other funding agreements); (ii) the three most recent summary plan descriptions for each audited financial statements and reports, if any, pertaining to such Employee Benefit Plan for which a summary plan description is requiredPlan; (iii) the three summary plan description currently in effect and all material modifications thereto, if any, for such Employee Benefit Plan; (3iv) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each any employee handbook which includes a description of such Employee Benefit Plan (if any such report is required)Plan; and (ivv) each trust agreement and insurance or group annuity Contract relating any other written communications to any Employee, to the extent that the provisions of such Employee Benefit Plan, have been provided to PJCPlan described therein differ materially from such provisions as set forth or described in the other information or materials furnished under this subsection (h). (bi) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Employee Benefit Plan has been administered and operated maintained in all material respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRSLaws, and no event has occurred and no condition exists which would reasonably be expected failure to so maintain any Employee Benefit Plan will result in from the revocation completion of the transactions contemplated by this Agreement (either alone or upon the occurrence of any such determination letteradditional or subsequent event or events). Except as set forth in Schedule 3.16(b), neither Emergent nor No Principal Company or any of its Subsidiaries provides has any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is unsatisfied material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged inliability, or failed to engage inany unpaid material fine, any transactions penalty or tax, with respect to any such Employee Benefit Plan that are or any other Employee Program. No Principal Company has any Knowledge of any facts or circumstances under which a material liability or a material fine, penalty or tax with respect to any Employee Benefit Plan or any other Employee Program is reasonably likely to be imposed on such Principal Company or any of its Subsidiaries. There has been no prohibited transaction under Sections 4975 or 4980 of the Code or Section 406 of ERISA or breach of any duty under Title IV of ERISA, with respect to any Employee Benefit Plan which could subject Emergent any Principal Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any material Taxobligation of indemnification or contribution) for any damages, damages penalties, taxes or penalties imposed any other loss or expense. Each Principal Company and its Subsidiaries have made full and timely payment of all contributions required to be made by Section 409Ait to each Employee Benefit Plan or Employee Program by the terms of such plan or program or under Applicable Law, 4975 except that all contributions which are so required to be made by such Principal Company or 4980B any of its Subsidiaries to each Employee Benefit Plan or Employee Program for any period ending prior to the Closing, but which are not due by the date of the Code Closing, shall be properly reserved or Section 502(iaccrued in the appropriate financial statements. Except as disclosed on Schedule 5.11(i), 502(c)there have been no violations of any reporting or disclosure requirements under any Applicable Law with respect to any Employee Benefit Plan, 502(1) and 601 through 608 of ERISAincluding any requirement to file an annual return. (cj) No litigation or written claim (other than routine claims for benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the Knowledge of the Principal Companies, threatened with respect to any Employee Benefit Plan. (k) All health and medical benefit coverage, and all death benefit coverage, under each Employee Benefit Plan is provided solely through insurance. No Principal Company or any of its Subsidiaries has any liability with respect to any Employee Benefit Plan which is funded wholly or partly through an insurance policy, in the nature of a retroactive rate adjustment, a loss sharing arrangement or any other actual or contingent liability arising from any event occurring on or before the Closing. (l) No Employee or former employee of any Principal Company or any of its Subsidiaries, or any other individuals, shall accrue or receive additional benefits, additional credit for service, accelerated vesting or accelerated rights to payment of any benefit under any Employee Benefit Plan or Employee Program, or become entitled to any severance, termination allowance or similar payments or to the forgiveness of any indebtedness, as a result of the execution and delivery of, or the transactions contemplated by, this Agreement (either alone or upon any additional or subsequent event or events). Such execution and delivery, or the occurrence of such transactions, shall not result in any increase in the contributions required to be made to or in respect of any Employee Benefit Plan or Employee Program. (m) Except as set forth in Schedule 3.16(cfor the adoption of a plan amendment which is needed to bring the plan documents into conformity with changes required under Applicable Laws, no Principal Company or any of its Subsidiaries is under any obligation (express or implied) to modify any Employee Benefit Plan, or to establish any new Employee Benefit Plan which will cover any Employee of such Principal Company or any of its Subsidiaries. Subject to Applicable Laws, each Principal Company or its Subsidiaries has expressly reserved to itself the right to amend, modify or terminate each Employee Benefit Plan (and any service or funding agreement or arrangement for each Employee Benefit Plan), at any time without liability or penalty to itself (other than routine expenses). Subject to Applicable Law, no Employee Benefit Plan requires any Principal Company or any of Emergent its Subsidiaries to continue to employ or use the services of any current Employee or former employee. (n) The pension, medical and other employee benefit expenses for the Employee Benefit Plans are accurately reflected in the applicable financial statements of each Principal Company and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA material funding changes or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any irregularities are reflected thereon which would cause such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required financial statements to be madenot representative of prior fiscal years except for such changes that are required under Applicable Laws. Except for changes or amendments required under Applicable Laws, and required claims to be paidthere has been no amendment, under interpretation or announcement by the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made Parent or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received relating to any notice that any such Employee Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan which would increase the expense of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within maintaining such plan above the meaning level of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program expense incurred with respect to any Benefit Planthat plan, plus increases in the ordinary course of business consistent with past practice, as indicated in the applicable financial statements, for its most recent fiscal year. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list Neither the Borrower nor any ERISA Affiliate of each the Borrower has incurred or is reasonably expected to incur any withdrawal liability under ERISA to, or with respect to, any Multiemployer Benefit Plan; the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the lending of funds pursuant to the provisions of this Agreement will not involve any Prohibited Transaction; no Benefit Plan established or maintained by the Borrower or any ERISA Affiliate of Emergent and its Subsidiaries. Correct and complete copies the Borrower, or to which the Borrower or any ERISA Affiliate of all documents comprising such Benefit Plansthe Borrower has made contributions, including: (i) all plan documents (orhad an Accumulated Funding Deficiency, in whether or not waived, as of the case last day of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary recently ended plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any year of such Benefit Plan; no liability, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability to the PBGC (other than required insurance premiums, all of which that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectivelyhave become due have been paid) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed been incurred and not satisfied in full by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent Borrower or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Borrower with respect to any Benefit Plan; and no event or condition has occurred, or is reasonably expected to occur, which presents a material risk of the termination of any Benefit Plan under circumstances which could result in a material liability to the Borrower, directly or indirectly or as a result of the liability of a current or former ERISA Affiliate of the Borrower; provided, however, for purposes of this Section 5.09(a), a liability -------- ------- shall be considered material at any time if it could reasonably be expected, individually or in the aggregate with all other such liabilities, to result in a Material Adverse Effect. (eb) Schedule 3.16(e) sets forth No Lien in favor of a complete and correct list Benefit Plan, a Welfare Plan, any Multiemployer Benefit Plan or the PBGC exists upon any property or assets of all Benefits Liabilities the Borrower or any Subsidiary or upon any revenues, income or profits of Emergent and its Subsidiariesthe Borrower or any Subsidiary therefrom nor to the knowledge of any Responsible Officer has there been any occurrence with respect to any such plan that, with or without the passage of time, could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of The Borrower and each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, ERISA Affiliate is in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and compliance with all applicable provisions of ERISA, ERISA and the Code, regulations and other Applicable Law, published interpretations thereunder and Emergent and each ERISA Affiliate has performed and complied in all respects compliance with all of its obligations under or Foreign Benefit Laws with respect to each such all Employee Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, Plans except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken required amendments for which the remedial amendment period as a wholedefined in Section 401(b) of the Code has not yet expired. Any such Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from been determined by the IRSInternal Revenue Service to be so qualified, and no event each trust related to such plan has occurred and no condition exists which would reasonably been determined to be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits exempt under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2501(a) of the Code and Section 3(14) of ERISA, respectively) Code. No material liability has engaged in, been incurred by the Borrower or failed to engage in, any transactions ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any such Employee Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to Multiemployer Plan; (b) Neither the Borrower nor any material Tax, damages or penalties imposed by ERISA Affiliate has (i) engaged in a nonexempt prohibited transaction described in Section 409A, 4975 or 4980B of the Code or Section 502(i)406 of ERISA affecting any of the Employee Benefit Plans or the trusts created thereunder which could subject any such Employee Benefit Plan or trust to a material tax or penalty on prohibited transactions imposed under Internal Revenue Code Section 4975 or ERISA, 502(c)(ii) incurred any accumulated funding deficiency with respect to any Employee Benefit Plan, 502(1whether or not waived, or any other liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) and 601 through 608 failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Section 412 of ERISA.the Code, Section 302 of ERISA or the terms of such Employee Benefit Plan; (c) Except as set forth in Schedule 3.16(c)No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan or Multiemployer Plan, no and neither the Borrower nor any ERISA Affiliate has incurred any unpaid withdrawal liability with respect to any Multiemployer Plan; (d) The present value of all vested accrued benefits under each Employee Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, which is subject to Title IV of ERISA or Section 412 ERISA, did not, as of the Code or Section 302 most recent valuation date for each such plan, exceed the then current value of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any the assets of such plan during the six year period immediately preceding the date hereof. No such Employee Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required allocable to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan.benefits; (e) Schedule 3.16(eTo the best of the Borrower's knowledge, each Employee Benefit Plan subject to Title IV of ERISA, maintained by the Borrower or any ERISA Affiliate, has been administered in accordance with its terms in all material respects and is in compliance in all material respects with all applicable requirements of ERISA and other applicable laws, regulations and rules; (f) sets forth The consummation of the Loans and the issuance of the Letters of Credit provided for herein will not involve any prohibited transaction under ERISA which is not subject to a complete and correct list statutory or administrative exemption; and (g) No material proceeding, claim, lawsuit and/or investigation exists or, to the best knowledge of all Benefits Liabilities of Emergent and its Subsidiaries.the Borrower after due inquiry, is threatened concerning or involving any Employee Benefit Plan;

Employee Benefit Plans. Except as disclosed in the Delta Apparel ------------------------- Information Statement or the Delta Apparel Disclosure Schedule, there are no (a) Schedule 3.16(aemployee benefit or compensation plans, agreements or arrangements, including "employee benefit plans," as defined in Section 3(3) sets forth a complete list of each Benefit Plan of Emergent ERISA, and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plansincluding, but not limited to, plans, agreements or arrangements relating to former employees, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwrittenbut not limited to, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance retiree medical plans or group annuity Contract relating to any such Benefit Planlife insurance, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults maintained by Emergent Delta Apparel or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect (b) collective bargaining agreements to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent Delta Apparel or any of its Subsidiaries to any material Taxis a party (collectively, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i"Delta Apparel Benefit Plans"), 502(c)other than plans, 502(1) and 601 through 608 of ERISA. (c) Except as set forth agreements or arrangements that, in Schedule 3.16(c)the aggregate, no Benefit Plan of Emergent are not material to Delta Apparel and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereofSubsidiaries as a whole. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent Delta Apparel and its Subsidiaries have been timely made complied with the terms of all Delta Apparel Benefit Plans, except for such noncompliance that would not have a Delta Apparel Material Adverse Effect, and no default exists with respect to the obligations of Delta Apparel or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received under such Delta Apparel Benefit Plans that would have a Delta Apparel Material Adverse Effect. Since July 3, 1999, there have been no disputes, grievances subject to any grievance procedure, unfair labor practice proceedings, arbitration or litigation (or, to the knowledge of Delta Apparel, threatened proceedings or grievances) under such Delta Apparel Benefit Plans, that have not been finally resolved, settled or otherwise disposed of, nor is there any default, or any condition that, with notice that or lapse of time or both, would constitute such a default, under any such Delta Apparel Benefit Plan is under audit Plans, by Delta Apparel or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with to the best knowledge of Delta Apparel, any other paymentsparty thereto, shall fail to be deductible as other than disputes, grievances, arbitration, litigation, proceedings, threatened proceedings or grievances, defaults or conditions that would not have a result of the application of Section 280G of the CodeDelta Apparel Material Adverse Effect. Since July 3, and (v) neither Emergent nor any of its Subsidiaries has filed1999, there have been no strikes, lockouts or work stoppages or slowdowns, or is considering filingto the best knowledge of Delta Apparel, an application under the IRS Employee Plans Compliance Resolution System labor jurisdictional disputes or the Department of Labor’s Voluntary Fiduciary Correction Program labor organizing activity occurring or threatened with respect to any Benefit Planthe business or operations of Delta Apparel or its Subsidiaries that have had or would have a Delta Apparel Material Adverse Effect. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) The Schedule 3.16(aof Exceptions lists and describes all “employee benefit plans” (as such term is defined in ERISA § 3(3)) sets forth a complete list and any other material employee compensation or benefit plan, program or arrangement of any kind, including without limitation deferred compensation, severance pay, retirement, employment agreements, change in control agreements, insurance, stock purchase, stock option, and other benefit plans, programs or arrangements) that the Bank maintains or to which the Bank contributes, has any obligation to contribute or any material liability (“Employee Benefit Plans”). Copies of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such written Employee Benefit Plan, and all related documents, including funding agreements and employee booklets, as amended to the date hereof, have been provided to PJCInvestor. In the case of any unwritten Employee Benefit Plan, a written description thereof, which accurately describes all material provisions of such Employee Benefit Plan, has been provided to Investor. (b) There are no currently promised improvements, increases or changes to the benefits provided under the Employee Benefit Plans. Each Employee Benefit Plan is, and has been, established and administered in compliance with all applicable laws, the terms of such Employee Benefit Plan and all written and oral understandings between the Bank and the employees of the Bank, in each case, in all material respects. No prohibited transaction (as such term is defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 406 of ERISA) has occurred with respect to an Employee Benefit Plan that is subject to either of such provisions for which an exemption is not available. To the knowledge of the Bank, the Bank and each Employee Benefit Plan providing health benefits complies with the applicable provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and has done so since the applicable effective date of each applicable provision of HIPAA. (c) All obligations required under the Employee Benefit Plans of Emergent and its Subsidiaries all applicable laws have been satisfied in all material respects and there are valid and binding and no defaults, violations or funding deficiencies thereunder. There are no claims (other than claims for benefits in full force and effectthe normal course), actions or lawsuits asserted or instituted against, and there are no material defaults by Emergent pending or threatened legal proceedings or claims against the assets of any of its Subsidiaries thereunder. Each such Employee Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions (other than a Multiemployer Plan) or against any fiduciary of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or such Employee Benefit Plan with respect to each the operation of such Employee Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISAwhich, except for any failures to administerif adversely determined, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as have a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAMaterial Adverse Effect. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aWith respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) sets forth a complete list of each Benefit Plan ERISA), maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4201 or 4212(c) of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such ERISA (the "Parent Benefit Plans"), including: Parent has made available to the Company a true and correct copy of (i) all plan documents the most recent annual report (orForm 5500) filed with the IRS, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) such Parent Benefit Plan, (iii) each trust agreement relating to such Parent Benefit Plan, (iv) the most recent summary plan descriptions description for each such Parent Benefit Plan for which a summary plan description is required; , (iiiv) the three (3) most recent annual reports on IRS Form 5500 required actuarial report or valuation relating to be filed with a Parent Benefit Plan subject to Title IV of ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS with respect to each such any Parent Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from Code. (b) With respect to the IRSParent Benefit Plans, and no event has occurred and and, to the knowledge of Parent, there exists no condition exists or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law, except as would reasonably be expected to result in the revocation of any such determination letternot have a Parent Material Adverse Effect. Except as set forth in Schedule 3.16(b), neither Emergent Neither Parent nor any Parent Subsidiary has any actual or contingent material liability under Title IV of its Subsidiaries provides any post-employment or retiree welfare benefits under any ERISA (other than the payment of premiums to the Pension Benefit PlanGuaranty Corporation). There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such None of the Parent Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that Plans is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” "multiemployer plan" (as defined in Section 4975(e)(2) of the Code and Section 3(144001(a)(3) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth Parent has made available to the Company (i) copies of all employment agreements and severance agreements with executive officers of Parent or any Parent Subsidiary and (ii) copies of all plans, programs, agreements and other arrangements of Parent or any Parent Subsidiary with or relating to its or such Parent Subsidiary's employees which contain change in Schedule 3.16(c)control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, no without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of Parent or any Parent Subsidiary under any Parent Benefit Plan of Emergent and its Subsidiariesor otherwise, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA (ii) increase any benefits otherwise payable under any Parent Benefit Plan or Section 412 (iii) result in any acceleration of the Code time of payment or Section 302 vesting of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during benefits (including under the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning stock option plans of Section 3(40) of ERISAParent). (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any No Parent Benefit Plan of Emergent and its Subsidiaries have been timely made provides retiree medical or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect retiree life insurance benefits to any Benefit Planperson (except to the extent required by Law). (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list KML has provided to Pembina prior to the date hereof copies of each Benefit Plan of Emergent material health, medical, dental, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, share purchase, share-based compensation, disability, pension, retirement or supplemental retirement plan and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Planseach other employee or director compensation or benefit plan, including: (i) all plan documents (or, in the case of any such Benefit Plan that is agreement or arrangement whether written or unwritten, an accurate description thereof); tax-qualified or non-qualified, funded or unfunded, for the benefit of officers, directors, consultants or employees (iior former officers, directors, consultants or employees) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and KML and/or its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRSwhich are maintained by, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected contributed to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) respect of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent KML or any Subsidiary thereof is a party to has any actual or potential liability (the “KML Employee Plans”), and: (i) each KML Employee Plan has been operated maintained and administered in material compliance with Section 409A its terms and in accordance with applicable Laws; (ii) all required employer contributions or premiums under any such plans have been made in material compliance with the terms thereof; (iii) to the knowledge of KML, each KML Employee Plan that is required or intended to be qualified under applicable Law or registered or approved by a Governmental Entity has been so qualified, registered or approved by the appropriate Governmental Entity, and, to the knowledge of KML, nothing has occurred since the date of the Code and any proposed and final guidance under Section 409A of last qualification, registration or approval which could reasonably be expected to materially adversely affect, or cause, the Codeappropriate Governmental Entity to revoke such qualification, registration or approval; (iv) to the knowledge of KML, there are no pending or anticipated claims against or otherwise involving any of the KML Employee Plans (excluding claims for benefits incurred in the ordinary course of KML Employee Plan activities) and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of KML Employee Plan activities) has been brought against or with respect to any KML Employee Plan; (v) except as disclosed in the KML Disclosure Letter, no KML Employee Plan is a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act; (vi) except as disclosed in the KML Disclosure Letter and except as expressly contemplated in Section 2.7 of this Agreement, the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement shall herein will not result (either alone or in any payments, which alone or, together combination with any other paymentsevent) result in, shall fail cause the accelerated vesting of, funding or delivery of, or increase the amount or value of, any payment or benefit to be deductible as a result any current or former officer, director, consultant or employee of the application of Section 280G of the Code, and (v) neither Emergent nor KML or any of its Subsidiaries has filedunder any KML Employee Plans; and (vii) all contributions, reserves or is considering filing, an application under premium payments required to be made to the IRS KML Employee Plans Compliance Resolution System have been made or accrued for in the Department books and records of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and KML or its Subsidiaries, as applicable, in all material respects.

Employee Benefit Plans. (a1) Set forth in Section 4.3(n) of the Acquiror Disclosure Schedule 3.16(a) sets forth is a complete list of each Benefit Plan employee or director benefit plan, arrangement or agreement, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Emergent Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or material fringe benefit plan, program or agreement that is sponsored, maintained or contributed to by Acquiror or any of its Subsidiaries. Correct , or with respect to which Acquiror has or reasonably could incur any liability, for the benefit of current or former employees or directors or their beneficiaries (the “Acquiror Benefit Plans”). (2) Acquiror has heretofore made available to the Company (A) true and complete copies of all documents comprising such each of the Acquiror Benefit Plans (or written explanations of any unwritten Acquiror Benefit Plans) as in effect on the date hereof and amendments thereto, including: (i) all including summary plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof)descriptions; (iiB) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (C) the most recent summary plan descriptions determination or opinion letter from the IRS (if applicable) for each such Acquiror Benefit Plan for which a summary plan description is required; (iii) the three Plan. (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with With respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Acquiror Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent Acquiror and its Subsidiaries are valid and binding and in full force and effecthave complied, and there are no now in compliance, in all material defaults by Emergent or any respects with all provisions of its Subsidiaries thereunder. Each ERISA, the Code and all laws and regulations applicable to such Acquiror Benefit Plans and each Acquiror Benefit Plan has been administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate terms. The IRS has performed and complied in all respects with all of its obligations under issued a favorable determination or opinion letter with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Acquiror Benefit Plan that is intended to be a “qualified under plan” within the meaning of Section 401(a) of the Code that has received a favorable determination letter from not been revoked, and, to the IRSKnowledge of Acquiror, no circumstances exist and no event has events have occurred and no condition exists which would that could reasonably be expected to result in adversely affect the revocation qualified status of any such determination letterplan or the related trust (except for changes in applicable law for which the remedial amendment period has not yet expired). Except as set forth No Acquiror Benefit Plan is intended to meet the requirements of Code Section 501(c)(9). (4) All contributions required to be made by Acquiror to any Acquiror Benefit Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in Schedule 3.16(b)full or, neither Emergent to the extent not required to be made or paid on or before the date hereof, have been reflected on the Acquiror Financial Statements. Each Acquiror Benefit Plan, if any, that is an employee welfare benefit plan under Section 3(1) of ERISA is either (A) funded through an insurance company Contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (B) unfunded. (5) There is no pending or, to the Knowledge of Acquiror, threatened Litigation relating to the Acquiror Benefit Plans. Neither Acquiror nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating has engaged in a transaction with respect to any such Acquiror Benefit Plan, except for pending or threatened Legal Proceedings Plan that would not reasonably be expected tosubject Acquiror or any of its Subsidiaries to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. (6) No Acquiror Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, either individually and neither Acquiror nor any of its Subsidiaries has contributed or in the aggregate, result in Liability that is material been obligated to Emergent and its Subsidiaries, taken as contribute to a whole. Neither Emergent, nor, any other “disqualified person” or “party in interestmultiemployer plan” (as defined in Section 4975(e)(2) of the Code and Section 3(143(37) of ERISA) or a plan that has two or more contributing, respectively) has engaged inbut unrelated, or failed to engage in, any transactions with respect to any such Benefit Plan sponsors and that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA at any time on or Section 412 after December 31, 1994. No liability under Subtitle C or D of the Code Title IV of ERISA has been or Section 302 of ERISA, and neither Emergent is reasonably expected to be incurred by Acquiror or any ERISA Affiliate has contributed of its Subsidiaries with respect to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple ongoing, frozen or terminated “single- employer welfare arrangement plan,” within the meaning of Section 3(40) 4001 of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Acquiror under Section 4001 of ERISA or Section 414 of the Code (an “Acquiror ERISA Affiliate”). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived has been required to be filed for any Acquiror Benefit Plan or, to the Knowledge of Acquiror, by any Acquiror ERISA Affiliate. Neither Acquiror nor any of its Subsidiaries or Acquiror ERISA Affiliates has provided, or is required to provide, security to any Benefit Plan or any single-employer plan of an Acquiror ERISA Affiliate. (d7) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither Acquiror nor any of its Subsidiaries has received any notice that obligation for retiree health, life or other welfare benefits, except for benefits and coverage required by applicable law, including, without limitation, Section 4980B of the Code and Part 6 of Title I of ERISA. There are no restrictions on the rights of Acquiror or any of its Subsidiaries to amend or terminate any such Benefit Plan is under audit plan (other than reasonable and customary advance notice and consent requirements and administrative expenses) without incurring any material liability thereunder. (8) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either standing alone or review by in conjunction with any Governmental Authority and no audit or review is pendingother event) will (A) except as to the Persons listed in the Acquiror Disclosure Schedule, result in any payment (iii) any Benefit Plan of Emergent and its Subsidiaries which is a including severance, unemployment compensation, “nonqualified deferred compensation planexcess parachute” (within the meaning of Section 4999 of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of Acquiror or any of its Subsidiaries under any Acquiror Benefit Plan, (B) increase any benefits otherwise payable under any Acquiror Benefit Plan, (C) result in any acceleration of the time of payment or vesting of any such benefit, or (D) affect in any way the ability to amend, terminate, merge or administer any Acquiror Benefit Plan. (9) Acquiror does not maintain an Acquiror Benefit Plan or other arrangement that is subject to Section 409A of the Code) , and each Acquiror Benefit Plan that Emergent or any Subsidiary thereof is a party nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in material good faith compliance with Section 409A of the Code and since January 1, 2005. (10) Acquiror has not granted any proposed and final guidance awards intended to constitute performance-based compensation not subject to the deduction limit under Section 409A 162(m) of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Except as could not reasonably be expected to have, individually or in the aggregate, a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, includingMaterial Adverse Effect: (i) all plan documents (or, the Borrower and each Subsidiary is in compliance with the case applicable provisions of any such Benefit Plan that is unwritten, an accurate description thereof)ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (ii) no Reportable Event has occurred during the most recent summary plan descriptions for each such Benefit Plan for past five years as to which the Borrower or any Subsidiary or any ERISA Affiliate was required to file a summary plan description is requiredreport with the PBGC, other than reports that have been filed; (iii) the three (3) most recent annual reports on IRS Form 5500 required no ERISA Event has occurred or is reasonably expected to be filed with the IRS with respect to each such Benefit Plan (if any such report is required)occur; and (iv) each trust agreement and insurance none of the Borrower, any Subsidiary or group annuity Contract relating any ERISA Affiliate has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to any such Benefit Plan, have been provided be in reorganization or to PJCbe terminated. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that Except where noncompliance would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would not reasonably be expected to result in a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and with the revocation requirements of any such determination letterand all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and neither the Borrower nor any Subsidiary have incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected toto have, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiariesa Material Adverse Effect, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) the present value of the Code and Section 3(14accrued benefit liabilities (whether or not vested) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit under each Foreign Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be madefunded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary (based on the actuarial assumptions used for purposes of the applicable jurisdiction's financial reporting requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan which is not required claims to be paidfunded, under the terms obligations of any Benefit such Foreign Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planproperly accrued. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. With respect to Esenjay: (a) Schedule 3.16(a) sets forth The Disclosure Schedule-Esenjay lists each Employee Plan that Esenjay maintains, administers, contributes to, or has any contingent liability with respect thereto. Esenjay has provided to Aspect and Frontier a true and complete list copy of each Benefit such written Employee Plan of Emergent and its Subsidiaries. Correct each material oral Employee Plan, current summary plan description, (and, if applicable, related trust documents) and complete copies of all documents comprising such Benefit Plansamendments thereto, including: together with (i) all plan documents the three most recent annual reports, if any, prepared in connection with each such Employee Plan (orForm 5500 including, in the case of any such Benefit Plan that is unwrittenif applicable, an accurate description thereofSchedule B thereto); (ii) the most recent summary plan descriptions for actuarial report, if any, and trust reports prepared in connection with each such Benefit Plan for which a summary plan description is requiredEmployee Plan; (iii) all material communications received from or sent to the three IRS or the DOL within the last two years (3including a written description of any material oral communications relating to the IRS Voluntary Compliance Resolution or Closing Agreement Programs); (iv) the most recent annual reports on IRS Form 5500 required to be filed with the IRS determination letter with respect to each such Benefit Employee Plan and the most recent application for a determination letter, both as applicable; (if any such report is required)v) all insurance contracts or other funding arrangements, currently in force; and (ivvi) each trust agreement and insurance an actuarial study of any post-employment life or group annuity Contract relating to any such Benefit Planmedical benefits provided, have been provided to PJCif any. (b) All The Disclosure Schedule-Esenjay identifies each Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effectArrangement that Esenjay maintains, and there are no material defaults by Emergent administers, contributes to, or has any of its Subsidiaries thereundercontingent liability with respect thereto. Each such Benefit Plan Arrangement has been maintained and administered and operated in all respects in accordance substantial compliance with its terms and with the requirements (including reporting requirements, if any) prescribed by any and all statutes, orders, rules and regulations which are applicable provisions to such Benefit Arrangement. (c) Benefits under any Employee Plan or Benefit Arrangement are as represented in said documents and have not been increased or modified (whether written or not written) subsequent to the dates of such documents. To the knowledge of Esenjay, except as set forth on the Disclosure Schedule-Esenjay, Esenjay has not communicated to any employee or former employee any intention or commitment to modify any Employee Plan or Benefit Arrangement or to establish or implement any other employee or retiree benefit or compensation arrangement. (d) No Employee Plan is (i) a Multiemployer Plan, (ii) an Employee Plan, other than any Multiemployer Plan, subject to Title IV of ERISA, (iii) maintained in connection with any trust described in Section 501(c)(9) of the Code or (iv) a plan to which Section 412 of the Code applies. Esenjay has never maintained or become obligated to contribute to any employee benefit plan (i) that is subject to Title IV of ERISA, (ii) to which Section 412 of the Code applies, or (iii) that is a Multiemployer Plan or (iv) that is maintained in connection with any trust described in Section 501(c)(9) of the Code. Esenjay has not within the last five years engaged in, and other Applicable Lawor is a successor corporation to an entity that has engaged in, and Emergent and each ERISA Affiliate has performed and complied a transaction described in all respects with all Section 4069 of its obligations ERISA. Esenjay is not subject to withdrawal liability (whether asserted or unasserted) under or with respect to each such Benefit PlanSection 4201, including the reporting and disclosure obligations and fiduciary obligations under et seq. of ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit . (e) Each Employee Plan that which is intended to be qualified under Section 401(a40l(a) of the Code is so qualified and has received a favorable determination letter been so qualified during the period from the IRSits adoption to date, and no event has occurred since such adoption that would adversely affect such qualification and no condition exists each trust created in connection with each such Employee Plan forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. A favorable determination letter has been issued by the IRS as to the qualification of each such Employee Plan for which would reasonably be expected a determination is available under the Code and to result the effect that each such trust is exempt from taxation under Section 501(a) of the Code. Each Employee Plan has been maintained and administered in substantial compliance with its terms and with the revocation requirements (including reporting requirements, if any) prescribed by any and all applicable statutes, orders, rules and regulations, including ERISA and the Code. (f) Full payment has been made of all amounts which Esenjay is or has been required to have paid as contributions to or benefits due under any Employee Plan or Benefit Arrangement under applicable law or under the terms of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent plan or any arrangement. (g) Neither Esenjay nor any of its Subsidiaries provides respective directors, officers or employees has engaged in any post-employment transaction with respect to an Employee Plan that could subject Esenjay to a tax, penalty or retiree welfare benefits under any Benefit Plan. There are no pending orliability for a prohibited transaction, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) 406 of ERISA or Section 4975 of the Code and Section 3(14Code. None of the assets of any Employee Plan are invested in employer securities or employer real property. (h) To the knowledge of ERISAEsenjay, respectively) has engaged in, there are no facts or failed to engage in, any transactions with respect circumstances that might give rise to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 liability under Title I of ERISA. (ci) Except Esenjay has no current or projected liability in respect of post-retirement or post-employment welfare benefits for retired, current or former employees, except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance avoid excise tax under Section 409A 4980B of the Code, relating to COBRA. (ivj) the transactions contemplated by this Agreement shall not result in any paymentsThere is no litigation, which alone administrative or arbitration proceeding or other dispute pending or, together with to the knowledge of Esenjay, threatened that involves any other paymentsEmployee Plan or Benefit Arrangement. (k) No employee or former employee of Esenjay will become entitled to any bonus, shall fail to be deductible retirement, severance, job security or similar benefit or enhanced benefit (including acceleration of an award, vesting or exercise of an incentive award) or any fee or payment of any kind solely as a result of any of the application of transactions contemplated hereby, except as disclosed on the Disclosure Schedule-Esenjay and no such disclosed payment constitutes a parachute payment described in Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under except as disclosed in the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanDisclosure Schedule-Esenjay. (el) Schedule 3.16(eTo the knowledge of Esenjay, all group health plans (as defined in Code Section 5000(b)(1) sets and as defined in ERISA Section 607(i)) of Esenjay have at all times fully complied with all applicable notification and continuation coverage requirements of Section 4980B(f) of the Code and Section 601 of ERISA, and the regulations promulgated thereunder. Further, no Employee Plan provides health, medical, death or survivor benefits to any stockholders or directors who are not employees, former employees or beneficiaries thereof, except to the extent otherwise required by the continuation requirements of Section 4980B(f) of the Code and Section 601 of ERISA, and to the knowledge of Esenjay there are no claims by terminated employees with respect thereto. (m) Except as set forth in the Disclosure Schedule-Esenjay, no employee or former employee, officer or director of Esenjay is or will become entitled to receive any award under any discretionary or other bonus plans. (n) All obligations under any Employee Plans and/or Benefit Arrangements have been in the aggregate, accrued on the Esenjay Financial Statements to the extent required (including items relating to vesting via passage of time or as a complete and correct list result of all Benefits Liabilities of Emergent and its Subsidiariesthe transaction contemplated by this Agreement).

Employee Benefit Plans. (a) Schedule 3.16(aSection 4.20(a) of Malvern’s Disclosure Memorandum sets forth a complete and accurate list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Malvern Benefit Plans. With respect to each Malvern Benefit Plan, includingMalvern has made available to First Bank true and correct copies of, if applicable: (i) the governing plan document and all plan documents amendments thereto (or, in the case of any if such Malvern Benefit Plan that is unwritten, an accurate a written description thereofof its material terms); , (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; description, any summaries of material modifications and any other material employee communications, (iii) the three (3) most recent annual reports on IRS Form Forms 5500 required to be filed with for the IRS with respect to each such Benefit Plan (if any such report is required); and last three plan years, (iv) each any actuarial valuations, (v) material contracts including trust agreement agreements, insurance contracts, and insurance administrative services agreements, (vi) the most recent determination or group annuity Contract relating opinion letters for any Malvern Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code and (vii) any non-routine correspondence received from the Department of Labor, Internal Revenue Service or any other governmental entity regarding such Malvern Benefit Plan during the last three plan years. No Malvern Benefit Plan is subject to any such Benefit Planlaws other than those of the United States or any state, have been provided to PJCcounty or municipality in the United States. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Malvern Benefit Plan is and has been administered established, maintained and operated administered, in all respects material respects, in accordance with its terms and with all applicable provisions of ERISA, the Internal Revenue Code and all other applicable Laws. No Malvern Benefit Plan is required to be amended in order to continue to comply with ERISA, the Internal Revenue Code, and or any other Applicable Law, and Emergent and each applicable Law as of the Closing Date. Neither Malvern nor any ERISA Affiliate has performed and complied in all respects with all of its has, or could reasonably be expected to have, any Liability for Taxes or reporting obligations under Sections 4975 through 4980 or Sections 4980B through 4980I of the Internal Revenue Code. No actions, investigations, proceedings, suits or claims with respect to each any Malvern Benefit Plan are pending or, to Malvern’s Knowledge, threatened, and, to Malvern’s Knowledge, there are no facts that reasonably would be expected to give rise to any such actions, investigations, proceedings, suits or claims against any Malvern Benefit Plan, including any fiduciary with respect to a Malvern Benefit Plan or the reporting assets of a Malvern Benefit Plan (other than routine claims for benefits). (c) Each Malvern Benefit Plan that is a health or welfare plan has been administered, in all material respects, in accordance with the requirements of the Patient Protection and disclosure obligations Affordable Care Act of 2010, as amended. Malvern provides health insurance benefits that satisfy the requirements for “minimum essential coverage” under Section 4980H(a) of the Internal Revenue Code (as applicable to “applicable large employers” within the meaning of Section 4980H(a) of the Internal Revenue Code, without regard to whether Malvern is an “applicable large employer”), which minimum essential coverage satisfies an affordability safe harbor under Treasury Regulation Section 54.4980H-5 and fiduciary obligations under ERISAprovides “minimum value” as defined in Treasury Regulation Section 54.4980H-1(a)(28), except for any failures and Malvern has offered such minimum essential coverage to administer, operate, perform or comply that would have no material effect on Emergent all “full-time employees” (within the meaning of Section 4980H of the Internal Revenue Code) and its Subsidiaries, taken as a whole. Any such their dependents. (d) Each Malvern Benefit Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received a favorable determination letter or opinion letter, as applicable, from the IRSInternal Revenue Service that is still in effect and on which such Malvern Benefit Plan is entitled to rely, and there are no event has occurred and no condition exists which would facts or circumstances that could reasonably be expected to result in cause the revocation loss of such qualification or the imposition of material Liability, penalty or tax under ERISA, the Internal Revenue Code or any such determination letterother applicable Laws. Except as set forth in Schedule 3.16(b), neither Emergent All assets of each Malvern Benefit Plan that is a qualified retirement plan consist solely of cash and actively traded securities. (e) Neither Malvern nor any of its Subsidiaries provides ERISA Affiliate has at any post-employment time been a party to or retiree welfare benefits under any Benefit Plan. There are no pending ormaintained, sponsored, contributed to Emergent’s knowledge, threatened Legal Proceedings relating or has been obligated to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected contribute to, either individually or in the aggregate, result in had any Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to (i) any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code Code, (ii) a “multiemployer plan” (as defined in ERISA Section 3(37) or 4001(a)(3)), (iii) a “multiple employer plan” (as defined in 29 C.F.R. § 4001.2) or a plan subject to Section 302 413(c) of ERISAthe Code, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is (iv) a “multiple employer welfare arrangement within the meaning of arrangement” (as defined in Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made ERISA or reserves established therefor on the Financial Statements, which reserves are adequate in all material respectsapplicable state law), (iiv) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit a self-funded health or review by any Governmental Authority and no audit other welfare benefit plan, or review is pending, (iiivi) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” voluntary employees’ beneficiary association (within the meaning of Section 409A 501(c)(9) of the Internal Revenue Code) that Emergent ). No Malvern Entity has any Liability or obligation to provide postretirement health, medical or life insurance benefits to any current or former employee or other service provider of any Malvern Entity, or any Subsidiary thereof dependent or beneficiary thereof, except as otherwise required under state or federal benefits continuation Laws and for which the covered individual pays the full cost of coverage. (f) Prior to the Closing Date, Malvern shall have made all contributions required to be made to or with respect to each Malvern Benefit Plan as of the Closing Date and paid or accrued all Liabilities on account of any Malvern Benefit Plan in existence on or before the Closing Date. All contributions under a Malvern Benefit Plan that are due have been made within the time periods, if any, prescribed by ERISA and the Internal Revenue Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such plan or accrued in accordance with the past custom and practice of Malvern. Each Malvern Benefit Plan may be terminated as of or after the Closing Date without resulting in any Liability to First Bank or the Surviving Corporation for any additional contributions, penalties, premiums, fees, fines, excise taxes, or any other charges or liabilities. (g) Other than as set forth on Section 4.20(g) of Malvern’s Disclosure Memorandum, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event): (i) result in any payment that would reasonably be expected to, individually or in combination with any other payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Internal Revenue Code; (ii) result in any payment or benefit becoming due, or increase the amount of any payment or benefit due (x) to any current or former employee or other service provider of any Malvern Entity or (y) under any Malvern Benefit Plan, (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits; (iv) result in the triggering or imposition of any restrictions or limitations on the rights of Malvern to amend or terminate any Malvern Benefit Plan; or (v) require the funding of any benefits or setting aside of benefits in a trust (including a rabbi trust). (h) Section 4.20(h) of Malvern’s Disclosure Memorandum sets forth a schedule of all termination benefits (with the exception of benefits paid pursuant to tax-qualified plans) and related payments that would be payable to, or accelerated with respect to, the individuals identified thereon under any employment agreement, change in control agreement, severance arrangements or policies, equity incentive plan, supplemental executive retirement plans, bonus plans, deferred compensation plans, salary continuation plans or any material compensation arrangement, or other pension benefit or welfare benefit plan maintained by any Malvern Entity for the benefit of officers, employees or directors of any Malvern Entity assuming their employment or service is terminated without cause as of January 1, 2023 and the Effective Time occurs on such date and based on other assumptions specified in Section 4.20(h) of Malvern’s Disclosure Memorandum. (i) Each Malvern Benefit Plan that is a party to has been operated and administered deferred compensation plan is in material compliance with Section 409A of the Code and any proposed and final guidance Code, to the extent applicable. All elections made with respect to compensation deferred under an arrangement subject to Section 409A of the Code, (iv) Code have been made in accordance with the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result requirements of Section 409A of the application of Section 280G of Code and the Coderegulations promulgated thereunder, and (v) neither Emergent to the extent applicable. Neither Malvern nor any of its Subsidiaries (i) has filedtaken any action, or is considering filinghas failed to take any action, an application under that has resulted or could reasonably be expected to result in the IRS Employee Plans Compliance Resolution System interest and tax penalties specified in Section 409A(a)(1)(B) of the Code being owed by any participant in a Malvern Benefit Plan or (ii) has agreed to reimburse or indemnify any participant or beneficiary in a Malvern Benefit Plan for the Department interest or penalties specified in Section 409A(a)(1)(B) of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planthe Code that may be currently due or triggered in the future. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Innes Street DISCLOSURE SCHEDULE 3.12 includes a complete list of each all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare and fringe benefit plans, employment, severance and change in control agreements and all other benefit practices, policies and arrangements maintained by Innes Street or Citizens Bank in which any employee or former employee, consultant or former consultant or director or former director of Innes Street or Citizens Bank participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits other than plans and programs involving immaterial obligations (the "Compensation and Benefit Plans"). Neither Innes Street nor Citizens Bank has any commitment to create any additional Compensation and Benefit Plan of Emergent or to modify, change or renew any existing Compensation and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided except as required to PJCmaintain the qualified status thereof. Innes Street has made available to Xxxxxx Bancorp true and correct copies of the Compensation and Benefit Plans. (b) All Benefit Plans of Emergent Each Compensation and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been operated and administered and operated in all material respects in accordance with its terms and with all applicable provisions of law, including, but not limited to, ERISA, the Code, and other Applicable Lawthe Securities Act, the Exchange Act, the Age Discrimination in Employment Act, and Emergent any regulations or rules promulgated thereunder, and each ERISA Affiliate has performed all material filings, disclosures and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under notices required by ERISA, except for the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any failures to administer, operate, perform or comply that would other applicable law have no material effect on Emergent been timely made. Each Compensation and its Subsidiaries, taken as a whole. Any such Benefit Plan that which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, or uses a regional prototype document that has received a favorable determination letter, and Innes Street is not aware of any circumstances which are reasonably likely to result in revocation of any such favorable determination letter. There is no event material pending or, to the Knowledge of Innes Street, threatened action, suit or claim relating to any of the Compensation and Benefit Plans (other than routine claims for benefits). Neither Innes Street nor Citizens Bank has occurred engaged in a transaction, or omitted to take any action, with respect to any Compensation and no condition exists which Benefit Plan that would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment subject Innes Street or retiree welfare benefits under any Benefit Plan. There are no pending or, Citizens Bank to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending a tax or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties penalty imposed by either Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any such transaction expired as of the date hereof and subsequently expires as of the day next preceding the Merger Effective Date. (c) Except as set forth in Schedule 3.16(c)Neither Innes Street, no Citizens Bank nor any entity which is considered one employer with Innes Street under Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code (an "ERISA Affiliate") is a sponsor of or maintains a defined benefit Pension Plan or any Compensation and Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA, or has any liability under any such plan that was previously sponsored or maintained by it. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Compensation and Benefit Plan or by any single employer plan of an ERISA Affiliate (an "ERISA Affiliate Plan") within the twelve (12) months ending on the date hereof. To the Knowledge of Innes Street, there is no pending investigation or enforcement action by any Regulatory Authority with respect to any Compensation and Benefit Plan or any ERISA Affiliate Plan. (d) All material contributions required to be made under the terms of any Compensation and Benefit Plan or ERISA Affiliate Plan or any employee benefit arrangements to which Innes Street or Citizens Bank is a party or a sponsor have been timely made, and all anticipated contributions and funding obligations are accrued monthly on Innes Street's consolidated financial statements. Innes Street and its Subsidiaries have expensed and accrued as a liability the present value of future benefits under each applicable Compensation and Benefit Plan in accordance with GAAP consistently applied. Neither any Pension Plan nor any ERISA Affiliate Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. None of Innes Street, and neither Emergent or Citizens Bank nor any ERISA Affiliate (x) has contributed provided, or would reasonably be expected to be required to provide, security to any such plan during the six year period immediately preceding the date hereof. No such Benefit Pension Plan is a multiple employer welfare arrangement within the meaning of or to any ERISA Affiliate Plan pursuant to Section 3(40401(a)(29) of the Code, or (y) has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a Lien under Section 412(n) of the Code or pursuant to ERISA. (de) All contributions Neither Innes Street nor Citizens Bank has any obligations to provide retiree health, life insurance, disability insurance, or other retiree death benefits under any Compensation and all premium payments required to be madeBenefit Plan, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review other than benefits mandated by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A 4980B of the Code. There has been no communication to employees by Innes Street or Citizens Bank that would reasonably be expected to promise or guarantee such employees retiree health, life insurance, disability insurance, or other retiree death benefits. (f) that Emergent Innes Street and Citizens Bank do not maintain any Compensation and Benefit Plans covering employees who are not United States residents. (g) With respect to each Compensation and Benefit Plan, if applicable, Innes Street has provided or made available to Xxxxxx Bancorp copies of the: (A) trust instruments and insurance contracts; (B) most recent Form 5500 filed with the IRS; (C) most recent actuarial report and financial statement; (D) the most recent summary plan description; (E) most recent determination letter issued by the IRS; (F) any Form 5310 or Form 5330 filed with the IRS; and (G) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). (h) The consummation of the Merger will not, directly or indirectly (including, without limitation, as a result of any termination of employment or service at any time prior to or following the Merger Effective Date) (A) entitle any employee, consultant or director to any payment or benefit (including severance pay, change in control benefit, or similar compensation) or any Subsidiary thereof is a party to has been operated and administered increase in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Codecompensation, (ivB) result in the transactions contemplated by this Agreement shall not vesting or acceleration of any benefits under any Compensation and Benefit Plan or (C) result in any paymentsmaterial increase in benefits payable under any Compensation and Benefit Plan. (i) Neither Innes Street nor Citizens Bank maintains any compensation plans, programs or arrangements under which alone orany payment is reasonably likely to become non-deductible, together with any other paymentsin whole or in part, shall fail to be deductible for tax reporting purposes as a result of the application limitations under Section 162(m) of the Code and the regulations issued thereunder. (j) The consummation of the Merger will not, directly or indirectly (including without limitation, as a result of any termination of employment or service at any time prior to or following the Merger Effective Date), entitle any current or former employee, director or independent contractor of Innes Street or Citizens Bank to any actual or deemed payment (or benefit) which would constitute a "parachute payment" (as such term is defined in Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan). (ek) Schedule 3.16(e) sets forth a complete There are no stock appreciation or similar rights, earned dividends or dividend equivalents, or shares of restricted stock, outstanding under any of the Compensation and correct list Benefit Plan or otherwise as of all Benefits Liabilities of Emergent the date hereof and its Subsidiariesnone will be granted, awarded, or credited after the date hereof.

Employee Benefit Plans. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of DOCP or any DOCP Subsidiary (the "DOCP Plans"), except as set forth in Section 3.10 of the DOCP Disclosure Schedule: (a) Schedule 3.16(a) sets forth none of the DOCP Plans is a complete list multi-employer plan within the meaning of each Benefit Plan the Employee Retirement Income Security Act of Emergent 1974, as amended, and its Subsidiaries. Correct the rules and complete copies of all documents comprising such Benefit Plans, including: regulations thereunder (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof"ERISA"); (iib) none of the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is requiredDOCP Plans promises or provides retiree medical or life insurance benefits to any person; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (ivc) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit DOCP Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the United States Internal Revenue Service (the "IRS, ") that it is so qualified and no event nothing has occurred and no condition exists which would since the date of such letter that could reasonably be expected to result affect the qualified status of such DOCP Plan other than occurrences that could not reasonably be expected to, individually or in the revocation aggregate, have a DOCP Material Adverse Effect; (d) each DOCP Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (e) neither DOCP nor any DOCP Subsidiary has incurred any direct or indirect liability under, arising out of or by operation of Title IV of ERISA in connection with the termination of, or withdrawal from, any DOCP Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such determination letterliability, other than any liability that could not reasonably be expected to, individually or in the aggregate, have a DOCP Material Adverse Effect; and (f) DOCP and the DOCP Subsidiaries have not incurred any liability under, and have complied in all material respects with, the federal Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such act, other than any liability that could not reasonably be expected to, individually or in the aggregate, have a DOCP Material Adverse Effect. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) 3.9 of the Code and Section 3(14) DOCP Disclosure Schedule, the aggregate accumulated benefit obligations of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit each DOCP Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 (as of the Code or Section 302 date of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any the most recent actuarial valuation prepared for such plan during DOCP Plan) do not exceed the six year period immediately preceding fair market value of the assets of such DOCP Plan (as of the date hereof. No of such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISAvaluation). (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies Copies of all documents comprising such written Benefit Plans, including: (i) all summary plan documents (ordescriptions, in the case of any such Benefit Plan that is unwrittentrust agreements, an accurate description thereof); (ii) actuarial valuation reports and the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on return and IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, determination letters have been provided made available to PJCBuyer. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and Except as would not be reasonably expected to have, individually or in full force and effectthe aggregate, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such a Material Adverse Effect: (i) each Benefit Plan has at all times been maintained and administered and operated in all respects in accordance with its terms and with the requirements of all applicable provisions of ERISAlaw, including ERISA and the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Each Benefit Plan that is intended to qualify under Section 401(a) of the Code has been determined by the IRS to be qualified under Section 401(a) of the Code has received Code, and the Sellers know of no fact or circumstance giving rise to a favorable determination letter from material likelihood that any Benefit Plan would not be treated as so qualified by the IRS, and no event has occurred and no condition exists which would reasonably be expected ; (ii) all required contributions to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan Plans that are reasonably likely "defined benefit pension plans" required to subject Emergent be made by any Seller or any of its Subsidiaries to any material Tax, damages or penalties imposed by in accordance with Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV 302 of ERISA or Section 412 of the Code have been timely made; there has been no application for or waiver of the minimum funding standards imposed by Section 302 412 of ERISA, and neither Emergent or any ERISA Affiliate has contributed the Code with respect to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan; and no Benefit Plan is a multiple employer welfare arrangement has incurred any "accumulated funding deficiency" within the meaning of Section 3(40) 302 of ERISA.ERISA or Section 412 of the Code; (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” no "reportable event" (within the meaning of Section 409A 4043 of the CodeERISA) that Emergent has occurred with respect to any Benefit Plan or any Subsidiary thereof is a party to has been operated and administered in material compliance with Plan maintained by an ERISA Affiliate since the effective date of said Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, 4043; (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail no liability has been incurred or is expected to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor incurred by any Seller or any of its Subsidiaries has filedunder Title IV of ERISA with respect to any Benefit Plan, or is considering filingwith respect to any other Plan presently or heretofore maintained or contributed to during the 5 year period prior to the Closing Date by any ERISA Affiliate; (v) none of the Benefit Plans are Multiemployer Plans; (vi) neither the Sellers nor any of their ERISA Affiliates has incurred any liability for any tax imposed under Sections 4971 through 4980E of the Code or civil liability under Section 502(i) or (l) of ERISA; and (vii) no action (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought or, an application under to the IRS Employee Plans Compliance Resolution System knowledge of the Sellers, threatened against or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Each of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that would not reasonably be expected to have a complete list Material Adverse Effect. No Reportable Event has occurred during the past five years as to which Holdings, the Company, any of the Material Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file would not reasonably be expected to have a Material Adverse Effect. As of the Original Effective Date, the excess of the present value of all benefit liabilities under each Benefit Plan of Emergent Holdings, the Company, the Material Subsidiaries and its Subsidiaries. Correct and complete copies the ERISA Affiliates (based on those assumptions used to fund such Plan), as of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan last annual valuation date applicable thereto for which a summary plan description valuation is required; available, over the value of the assets of such Plan would not reasonably be expected to have a Material Adverse Effect, and the excess of the present value of all benefit liabilities of all underfunded Plans (iii) the three (3) most recent annual reports based on IRS Form 5500 required those assumptions used to be filed with the IRS with respect to fund each such Benefit Plan (if any Plan) as of the last annual valuation dates applicable thereto for which valuations are available, over the value of the assets of all such report under funded Plans would not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is required); and (iv) each trust agreement and insurance or group annuity Contract relating reasonably expected to any such Benefit Planoccur that, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and when taken together with all applicable provisions of ERISAother such ERISA Events which have occurred or for which liability is reasonably expected to occur, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in a Material Adverse Effect. None of Holdings, the revocation Company, the Material Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or would reasonably be expected to have, through increases in the contributions required to be made to such Plan or otherwise, a Material Adverse Effect. (b) Each of Holdings, the Company and the Material Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any such determination letter. Except as set forth plan, except, in Schedule 3.16(b)each case, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any for such Benefit Plan, except for pending or threatened Legal Proceedings noncompliance that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as have a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAMaterial Adverse Effect. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aWith respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) sets forth a complete list of each Benefit Plan ERISA), maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4201 or 4212(c) of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such ERISA (the "Parent Benefit Plans"), including: Parent has made available to the Company a true and correct copy of (i) all plan documents the most recent annual report (orForm 5500) filed with the IRS, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) such Parent Benefit Plan, (iii) each trust agreement relating to such Parent Benefit Plan, (iv) the most recent summary plan descriptions description for each such Parent Benefit Plan for which a summary plan description is required; , (iiiv) the three (3) most recent annual reports on IRS Form 5500 required actuarial report or valuation relating to be filed with a Parent Benefit Plan subject to Title IV of ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS with respect to each such any Parent Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from Code. (b) With respect to the IRSParent Benefit Plans, and no event has occurred and and, to the knowledge of Parent, there exists no condition exists or set of circumstances, in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law, except as would reasonably be expected to result in the revocation of any such determination letternot have a Parent Material Adverse Effect. Except as set forth in Schedule 3.16(b), neither Emergent Neither Parent nor any Parent Subsidiary has any actual or contingent material liability under Title IV of its Subsidiaries provides any post-employment or retiree welfare benefits under any ERISA (other than the payment of premiums to the Pension Benefit PlanGuaranty Corporation). There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such None of the Parent Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that Plans is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” "multiemployer plan" (as defined in Section 4975(e)(2) of the Code and Section 3(144001(a)(3) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth Parent has made available to the Company (i) copies of all employment agreements and severance agreements with executive officers of Parent or any Parent Subsidiary and (ii) copies of all plans, programs, agreements and other arrangements of Parent or any Parent Subsidiary with or relating to its or such Parent Subsidiary's employees which contain change in Schedule 3.16(c)control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, no without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of Parent or any Parent Subsidiary under any Parent Benefit Plan of Emergent and its Subsidiariesor otherwise, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA (ii) increase any benefits otherwise payable under any Parent Benefit Plan or Section 412 (iii) result in any acceleration of the Code time of payment or Section 302 vesting of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during benefits (including under the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning stock option plans of Section 3(40) of ERISAParent). (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any No Parent Benefit Plan of Emergent and its Subsidiaries have been timely made provides retiree medical or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect retiree life insurance benefits to any Benefit Planperson (except to the extent required by Law). (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a1) Set forth in Section 4.3(n) of the Acquiror Disclosure Schedule 3.16(a) sets forth is a complete list of each Benefit Plan employee or director benefit plan, arrangement or agreement, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Emergent Section 3.1 of ERISA, any employee pension benefit plan within the meaning of Section 3.2 of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or material fringe benefit plan, program or agreement that is sponsored, maintained or contributed to by Acquiror or any of its Subsidiaries. Correct , or with respect to which Acquiror has or reasonably could incur any liability, for the benefit of current or former employees or directors or their beneficiaries (the “Acquiror Benefit Plans”). (2) Acquiror has heretofore made available to the Company (A) true and complete copies of all documents comprising such each of the Acquiror Benefit Plans (or written explanations of any unwritten Acquiror Benefit Plans) as in effect on the date hereof and amendments thereto, including: (i) all including summary plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof)descriptions; (iiB) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (C) the most recent summary plan descriptions determination or opinion letter from the IRS (if applicable) for each such Acquiror Benefit Plan for which a summary plan description is required; (iii) the three Plan. (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with With respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Acquiror Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent Acquiror and its Subsidiaries are valid and binding and in full force and effecthave complied, and there are no now in compliance, in all material defaults by Emergent or any respects with all provisions of its Subsidiaries thereunder. Each ERISA, the Code and all laws and regulations applicable to such Acquiror Benefit Plans and each Acquiror Benefit Plan has been administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate terms. The IRS has performed and complied in all respects with all of its obligations under issued a favorable determination or opinion letter with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Acquiror Benefit Plan that is intended to be a “qualified under plan” within the meaning of Section 401(a) of the Code that has received a favorable determination letter from not been revoked, and, to the IRSAcquiror’s Knowledge, no circumstances exist and no event has events have occurred and no condition exists which would that could reasonably be expected to result in adversely affect the revocation qualified status of any such determination letterplan or the related trust (except for changes in applicable law for which the remedial amendment period has not yet expired). Except as set forth No Acquiror Benefit Plan is intended to meet the requirements of Code Section 501(c)(9). (4) All contributions required to be made by Acquiror to any Acquiror Benefit Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in Schedule 3.16(b)full or, neither Emergent to the extent not required to be made or paid on or before the date hereof, have been reflected on the Acquiror Financial Statements. Each Acquiror Benefit Plan, if any, that is an employee welfare benefit plan under Section 3(1) of ERISA is either (A) funded through an insurance company Contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (B) unfunded. (5) There is no pending or, to the Acquiror’s Knowledge, threatened Proceedings relating to the Acquiror Benefit Plans. Neither Acquiror nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating has engaged in a transaction with respect to any such Acquiror Benefit Plan, except for pending or threatened Legal Proceedings Plan that would not reasonably be expected tosubject Acquiror or any of its Subsidiaries to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. (6) No Acquiror Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, either individually and neither Acquiror nor any of its Subsidiaries has contributed or in the aggregate, result in Liability that is material been obligated to Emergent and its Subsidiaries, taken as contribute to a whole. Neither Emergent, nor, any other “disqualified person” or “party in interestmultiemployer plan” (as defined in Section 4975(e)(2) of the Code and Section 3(143(37) of ERISA) or a plan that has two or more contributing, respectively) has engaged inbut unrelated, or failed to engage in, any transactions with respect to any such Benefit Plan sponsors and that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA at any time on or Section 412 after December 31, 1994. No liability under Subtitle C or D of the Code Title IV of ERISA has been or Section 302 of ERISA, and neither Emergent is reasonably expected to be incurred by Acquiror or any ERISA Affiliate has contributed of its Subsidiaries with respect to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple ongoing, frozen or terminated “single-employer welfare arrangement plan,” within the meaning of Section 3(40) 4001 of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Acquiror under Section 4001 of ERISA or Section 414 of the Code (an “Acquiror ERISA Affiliate”). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived has been required to be filed for any Acquiror Benefit Plan or, to the Acquiror’s Knowledge, by any Acquiror ERISA Affiliate. Neither Acquiror nor any of its Subsidiaries or Acquiror ERISA Affiliates has provided, or is required to provide, security to any Benefit Plan or any single-employer plan of an Acquiror ERISA Affiliate. (d7) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither Acquiror nor any of its Subsidiaries has received any notice that obligation for retiree health, life or other welfare benefits, except for benefits and coverage required by applicable law, including, without limitation, Section 4980B of the Code and Part 6 of Title I of ERISA. There are no restrictions on the rights of Acquiror or any of its Subsidiaries to amend or terminate any such Benefit Plan is under audit plan (other than reasonable and customary advance notice and consent requirements and administrative expenses) without incurring any material liability thereunder. (8) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either standing alone or review by in conjunction with any Governmental Authority and no audit or review is pendingother event) will (A) result in any payment (including severance, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a unemployment compensation, “nonqualified deferred compensation planexcess parachute” (within the meaning of Section 4999 of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of Acquiror or any of its Subsidiaries under any Acquiror Benefit Plan, (B) increase any benefits otherwise payable under any Acquiror Benefit Plan, (C) result in any acceleration of the time of payment or vesting of any such benefit, or (D) affect in any way the ability to amend, terminate, merge or administer any Acquiror Benefit Plan. (9) Acquiror does not maintain an Acquiror Benefit Plan or other arrangement that is subject to Section 409A of the Code) , and each Acquiror Benefit Plan that Emergent or any Subsidiary thereof is a party nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in material good faith compliance with Section 409A of the Code and since January 1, 2005. (10) Acquiror has not granted any proposed and final guidance awards intended to constitute performance-based compensation not subject to the deduction limit under Section 409A 162(m) of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) each Employee Benefit Plan and each Plan has been maintained and operated in compliance in all plan documents material respects with the provisions of ERISA and, to the extent applicable, the IRC, including the provisions thereunder respecting prohibited transactions. The Borrower and each of its Subsidiaries has made all required contributions to each Employee Benefit Plan and each Multiemployer Plan. To the extent applicable, the Borrower has heretofore delivered to the Administrative Agent the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under Section 103(d) of ERISA, with respect to each Guaranteed Pension Plan; (or, in the case of any such ii) under each Employee Benefit Plan that is unwrittenan employee welfare benefit plan within the meaning of Section 3(1) or Section 3(2)(B) of ERISA, an accurate description thereofno benefits are due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title I, Subtitle B, Part 6 of ERISA); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; ; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to Borrower, each of its Subsidiaries and each ERISA Affiliate may terminate each such Benefit Plan at any time (if or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of such report is required); and Loan Party or such ERISA Affiliate without liability to any Person; (iv) each trust agreement and insurance contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or group annuity Contract relating lien provisions of Section 302(f) of ERISA, or otherwise, has been timely made; (v) no waiver of minimum funding standards or extension of amortization periods has been requested or received with respect to any such Benefit Guaranteed Pension Plan; (vi) no liability to the PBGC (other than required insurance premiums, all of which have been provided to PJC. (bpaid) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effecthas been incurred by the Borrower, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each or any ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Planany Guaranteed Pension Plan and there has not been any ERISA Event, including or any other event or condition that presents a material risk of termination of any Guaranteed Pension Plan by the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a wholePBGC. Any such Benefit Plan that is intended to be qualified under Section 401(a) None of the Code has received a favorable determination letter from the IRSBorrower, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed instituted or intends to institute proceedings to terminate a Guaranteed Pension Plan; (vii) no event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has occurred with respect to any such plan during Guaranteed Pension Plan and no amendment with respect to which security is required under Section 307 of ERISA has been made or is reasonably expected to be made to any Guaranteed Pension Plan; (viii) based on the six year period immediately preceding latest valuation of each Guaranteed Pension Plan (which in each case occurred within 12 months prior to the date hereof. No of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Benefit Plan is a multiple employer welfare arrangement Guaranteed Pension Plans within the meaning of Section 3(40) 4001 of ERISA.ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities; (dix) All contributions and all premium payments required to be madenone of the Borrower, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries or any ERISA Affiliate has received incurred or expects to incur any notice material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of assets described in Section 4204 of ERISA. Neither any Loan Party nor any ERISA Affiliate has been notified that any such Benefit Multiemployer Plan is in reorganization or insolvent under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A 4241 or Section 4245 of the Code) ERISA or that Emergent any Multiemployer Plan intends to terminate or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance terminated under Section 409A 4041A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.ERISA;

Employee Benefit Plans. (a) Schedule 3.16(aExcept as would not, individually or in the aggregate, have a Material Adverse Effect, each “employee benefit plan” (within the meaning of Section 3(3) sets forth a complete list of each Benefit Plan of Emergent ERISA), and its Subsidiaries. Correct all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor, such plans, agreements, programs, policies and complete copies of all documents comprising such arrangements collectively referred to as “Mid Penn Benefit Plans”), including: (i) all plan documents (or, in the case of any such each Mid Penn Benefit Plan that is unwritten, an accurate description thereof); (ii) subject to the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) requirements of ERISA and the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan Code has been established and administered and operated in all respects in accordance with its terms and in compliance with all the applicable provisions of ERISA, the Code, Code and other Applicable Lawapplicable laws, rules and Emergent and regulations; (ii) each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Mid Penn Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRSas to its qualification, and with respect to all plan document qualification requirements for which the applicable remedial amendment period under Section 401(b) of the Code has closed, any amendments required by such determination letter were made as and when required by such determination letter, and, to the Knowledge of Mid Penn, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) to the Knowledge of Mid Penn, no event has occurred and no condition exists which would that is reasonably likely to subject Mid Penn or any Mid Penn Subsidiary, solely by reason of its affiliation with any past or present “ERISA Affiliate”, to any Tax, fine, Lien, penalty or other liability imposed by ERISA or the Code; and (iv) all contributions required to be made under the terms of any Mid Penn Benefit Plan have been timely made or, if not yet due, have been properly reflected in Mid Penn financial statements in accordance with GAAP. (b) Mid Penn and the Mid Penn Subsidiaries currently maintain a defined benefit pension plan within the meaning of ERISA Section 3(2). None of the Mid Penn Benefit Plans is a “multiemployer plan” (within the meaning of ERISA Section 3(37)) and none of Mid Penn, the Mid Penn Subsidiaries, or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied. (c) No Mid Penn Benefit Plan that is subject to Section 436 of the Code has an adjusted funding target attainment percentage (as such term is defined in Section 436 of the Code) that is less than, or presumed to be less than, eighty percent (80%). No Mid Penn Benefit Plan that is subject to Section 430 of the Code is considered at-risk (as such term is defined in Section 430 of the Code). No accumulated funding deficiency (as such term is defined in Section 412 of the Code) has been incurred with respect to any Mid Penn Benefit Plan subject to Section 412 of the Code, whether or not waived. (d) With respect to any Mid Penn Benefit Plan, the assets of any trust under such Mid Penn Benefit Plan, Mid Penn Benefit Plan sponsor, Mid Penn Benefit Plan fiduciary or Mid Penn Benefit Plan administrator, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Mid Penn, threatened and (ii) to the Knowledge of Mid Penn, no facts or circumstances exist that could reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating give rise to any such Benefit Planactions, except for pending suits or threatened Legal Proceedings that claims. (e) Except as would not reasonably be expected tonot, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiarieshave a Material Adverse Effect, taken as a whole. Neither Emergentall Mid Penn Benefit Plans which provide for the deferral of compensation, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has , have been operated and administered in material good faith compliance with Section 409A of the Code Code. No outstanding stock options and any proposed and final guidance under no shares of restricted stock are subject to Section 409A of the Code, . (ivf) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor incurred by Mid Penn or any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Mid Penn Subsidiary with respect to any ongoing, frozen, or terminated Mid Penn Benefit Plan. (eg) Schedule 3.16(eNo notice of a reportable event within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has been waived, has been required to be filed for any Mid Penn Benefit Plan within the past twelve (12) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiariesmonths.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list Neither the Borrower nor any ERISA Affiliate of each the Borrower has incurred or is reasonably expected to incur any withdrawal liability under ERISA to, or with respect to, any Multiemployer Benefit Plan; the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the lending of funds pursuant to the provisions of this Agreement will not involve any Prohibited Transaction; no Benefit Plan established or maintained by the Borrower or any ERISA Affiliate of Emergent and its Subsidiaries. Correct and complete copies the Borrower, or to which the Borrower or any ERISA Affiliate of all documents comprising such Benefit Plansthe Borrower has made contributions, including: (i) all plan documents (orhad an Accumulated Funding Deficiency, in whether or not waived, as of the case last day of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary recently ended plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any year of such Benefit Plan; no liability, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability to the PBGC (other than required insurance premiums, all of which that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectivelyhave become due have been paid) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed been incurred and not satisfied in full by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent Borrower or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Borrower with respect to any Benefit Plan; and no event or condition has occurred, or is reasonably expected to occur, which presents a material risk of the termination of any Benefit Plan under circumstances which could result in a material liability to the Borrower, directly or indirectly or as a result of the liability of a current or former ERISA Affiliate of the Borrower; provided, however, for purposes of this Section 5.09(a), a liability shall be considered material at any time if it could reasonably be expected, individually or in the aggregate with all other such liabilities, to result in a Material Adverse Effect. (eb) Schedule 3.16(e) sets forth No Lien in favor of a complete and correct list Benefit Plan, a Welfare Plan, any Multiemployer Benefit Plan or the PBGC exists upon any Property of all Benefits Liabilities the Borrower or any Subsidiary or upon any revenues, income or profits of Emergent and its Subsidiariesthe Borrower or any Subsidiary therefrom nor to the knowledge of any Responsible Officer has there been any occurrence with respect to any such plan that, with or without the passage of time, could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each Benefit Plan of Emergent the Company and its Subsidiaries. Correct and complete copies Subsidiaries is listed in Section 5.14(a) of all documents comprising such the Company's Disclosure Letter, including, with respect to Terminated Benefit Plans, including: (i) all plan documents (or, in the case date of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCtermination. (b) All Benefit Plans Except as set forth in Section 5.14(b) of Emergent and its Subsidiaries are valid and binding and the Company's Disclosure Letter, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in full force and effect, and there are no material defaults by Emergent connection with which the Company or any of its Subsidiaries thereundercould be subject to any liability under the terms of any Benefit Plan, or under ERISA, or, with respect to any Benefit Plan, under the Code or any other applicable Law. Each such of the Benefit Plan Plans has been administered and operated in all respects in accordance material compliance with its terms and with all the applicable provisions of ERISA, the Code, Code and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAapplicable Law. (c) Except as set forth in Schedule 3.16(c)Section 5.14(c) of the Company's Disclosure Letter, no as to any Benefit Plan of Emergent the Company intended to be qualified under Section 401 of the Code, such Benefit Plan has been determined by the IRS to satisfy in form the requirements of such Section, no event has occurred that, individually or in the aggregate, could be reasonably expected to result in the disqualification of such Benefit Plan (disregarding correction methods under the Employee Plans Compliance Resolution System) and there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Code. (d) As to any Terminated Benefit Plan intended to have been qualified under Section 401 of the Code, such Terminated Benefit Plan received a favorable determination letter from the IRS with respect to its Subsidiariestermination, all liabilities with respect to each such plan have been satisfied by the purchase of annuities or otherwise, and each Terminated Benefit Plan has been terminated in accordance with the requirements of law and the terms of the plan. (e) There are no employee benefit plan contributed investigations, audits, actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any Benefit Plan or its assets. (f) To the Knowledge of the Company, there is no matter pending (other than routine qualification determination filings) with respect to any Benefit Plan before the IRS, the Department of Labor or the PBGC. (g) All contributions required to be made by an ERISA Affiliate, is the Company or the Company's Subsidiaries to any Benefit Plan pursuant to its terms and provisions have been timely made. (h) Neither the Company or any of its subsidiaries maintain any Current Benefit Plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (di) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate Except as set forth in all material respects, (iiSection 5.14(i) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent Company's Disclosure Letter, no employee of the Company or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and Company or any proposed and final guidance under Section 409A fiduciary of a Benefit Plan has a material liability with respect to a Benefit Plan. (j) In connection with the consummation of the CodeTransactions, (iv) the transactions contemplated by this Agreement shall not result in no payments have been or will be made under any payments, which alone or, together with Current Benefit Plan or any other paymentsprogram, shall fail to agreement, policy or arrangement which would be deductible as a result of the application of nondeductible under Section 280G of the Code. (k) Except as set forth in Section 5.14(k) of the Company's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the Transactions will not (vi) require the Company or any of its Subsidiaries to pay greater compensation or make a larger contribution to, or pay greater benefits or accelerate payment or vesting of a benefit under, any Current Benefit Plan or any other program, agreement, policy or arrangement or (ii) create or give rise to any additional vested rights or service credits under any Current Benefit Plan or any other program, agreement, policy or arrangement. (l) Except as set forth in Section 5.14(l) of the Company's Disclosure Letter, neither Emergent the Company nor any of its Subsidiaries has filed, is a party to or is considering filingbound by any severance agreement, an application under the IRS Employee Plans Compliance Resolution System program or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.policy. True and

Employee Benefit Plans. (a) Nestle has made available or will make available to Dreyer's prior to the Closing Date with respect to each material Nestle Employee Plan and each material Nestle Benefit Arrangement (i) copies (or if there is no written plan document, any existing written descriptions) (and, if applicable, related trust agreements, and all amendments thereto together with the most recent annual report (Form 5500) including, if applicable, Schedule 3.16(aB thereto, (ii) sets forth each summary plan description and any material modifications thereto, (iii) each annual financial report and actuarial valuation report prepared in connection with any such Nestle Employee Plan, if applicable and (iv) all trust agreements, insurance contracts and other funding vehicles relating thereto. Section 3.19(a) of the Nestle Disclosure Schedule contains a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit material Nestle Employee Plans, including: (i) all plan documents (ormaterial Nestle Benefit Arrangements and all Nestle Multiemployer Plans, in the case of any such Benefit and identifies each Nestle Employee Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Title IV Plan, have been provided to PJCmaintained in connection with any trust described in Section 501(c)(9) of the Code or is funded through a welfare benefit fund within the meaning of Section 419 of the Code. (b) All Each Nestle Employee Plan and Nestle Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan Arrangement has been administered and operated maintained in all respects in accordance compliance with its terms and with the requirements prescribed by any and all applicable provisions of ERISAstatutes, orders, rules and regulations, including ERISA and the Code, except where the failure to be in compliance would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities. (c) Each Nestle International Plan has been maintained in substantial compliance with its terms and other Applicable Lawwith the requirements prescribed by any and all applicable statutes, orders, rules and Emergent regulations (including any special provisions relating to registration or qualification where such Nestle International Plan was intended so to be registered or qualified) and each ERISA Affiliate has performed and complied been maintained in all respects good standing with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISAapplicable regulatory authorities, except for any failures where the failure to administerbe in compliance or to maintain good standing would not, operateindividually or in the aggregate, perform have or comply that would reasonably be expected to have no a material adverse effect on Emergent and its Subsidiariesthe NICC Entities. Each such Nestle International Plan that is intended to be funded and/or book-reserved is fully funded and/or book-reserved, taken as a whole. Any such Benefit appropriate, based upon reasonable actuarial assumptions. (d) Each Nestle Employee Plan that is intended to be qualified under Section 401(a) of the Code and each trust created under any such Nestle Employee Plan that is intended to be exempt from tax under Section 501(a) of the Code has received a favorable determination letter from the IRSInternal Revenue Service. Nestle has made available or will make available to Dreyer's prior to the Closing Date the most recent determination letter of the Internal Revenue Service relating to each such Nestle Employee Plan. (e) With respect to each Nestle Employee Plan that is a Title IV Plan, except as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities: (i) there does not exist any accumulated funding deficiency within the meaning of Code Section 412 or Section 302 of ERISA, whether or not waived; (ii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iii) all premiums to the PBGC have been timely paid in full; (iv) no event material liability (other than for premiums to the PBGC) under Title IV of ERISA has occurred been or is expected to be incurred by any of the NICC Entities; (v) the actuarial present value of the accumulated plan benefits under such Title IV Plan (whether or not vested) as of the close of its most recent plan year did not exceed the fair market value of the assets allocable thereto, and, to Nestle's knowledge, there are no facts or circumstances that would materially change the funded status of any such Title IV Plan since the close of such plan year; and (vi) the PBGC has not instituted proceedings to terminate any such Title IV Plan and, to Nestle's knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Title IV Plan. (f) None of the NICC Entities nor any of their respective ERISA Affiliates has incurred any material Withdrawal Liability that has not been satisfied in full. With respect to each Nestle Employee Plan that is a Multiemployer Plan and except as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the NICC Entities: (i) if any of the NICC Entities or any of their respective ERISA Affiliates were to experience a withdrawal or partial withdrawal from such plan, no material Withdrawal Liability would be incurred; and (ii) none of the NICC Entities, nor any of their respective ERISA Affiliates has received any notification, nor does any of them have knowledge, that any such Nestle Employee Plan that is a Multiemployer Plan is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated. (g) Section 3.19(g) of the Nestle's Disclosure Schedule sets forth: (i) each Nestle Employee Arrangement under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event such as termination of employment) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of any NICC Entity. (h) There are no pending or, to NICC's knowledge, threatened claims (other than claims for benefits in the ordinary course), investigations, lawsuits or arbitrations which have been asserted or instituted against the Nestle Employee Arrangements, any fiduciaries thereof with respect to their duties to such Nestle Employee Arrangements or the assets of any of the trusts under any of such Nestle Employee Arrangements which would reasonably be expected to result in the revocation any liability of any such determination letter. Except as set forth in Schedule 3.16(b)NICC Entity to the PBGC, neither Emergent nor the Department of the Treasury, the Department of Labor, or any other U.S. or foreign Governmental Authority, or to any of its Subsidiaries provides such Nestle Employee Arrangements, any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to participant in any such Benefit PlanNestle Employee Arrangement, or any other party, except for pending or threatened Legal Proceedings that as would not reasonably be expected tonot, either individually or in the aggregate, result in Liability that is have or reasonably be expected to have a material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor adverse effect on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanNICC Entities. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Part 3.21 of the Disclosure Schedule 3.16(a) sets forth contains a true and complete list of each Benefit Plan of Emergent and its Subsidiariesall Plans. Correct and complete copies of all documents comprising such Benefit PlansNeither the Sellers nor any Target Subsidiary nor any ERISA Affiliate has any commitment or formal plan, including: (i) all whether legally binding or not, to create any additional employee benefit plan documents (or, in the case of or modify or change any such Benefit existing Plan that is unwritten, an accurate description thereof); (ii) would affect any employee or consultant or former employee or consultant of the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if Targeted Businesses or any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCTarget Subsidiary. (b) All Benefit Plans Each Seller has heretofore delivered to Purchaser a true and complete copy of Emergent each Plan and its Subsidiaries are valid any amendments thereto (or if a Plan is not a written Plan, a description thereof), each agreement creating or modifying any related trust or other funding vehicle, any reports or summaries required under ERISA or the Code and binding and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under Section 401 of the Code. (c) None of the Sellers, any Target Subsidiary or any ERISA Affiliate currently maintains, sponsors, participates in full force and effector contributes to, or within the past six years, has ever maintained, established, sponsored, participated in or contributed to any Plan that is subject to Title IV of ERISA, and there are no material defaults by Emergent condition exists or is reasonably likely to exist as a result of which either of the Sellers, any Target Subsidiary or any ERISA Affiliate could have any liability under Title IV of its Subsidiaries thereunder. ERISA. (d) Each such Benefit Plan has been operated and administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISAlaw, including ERISA and the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit . (e) Each Plan that is intended to be qualified under "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRSis so qualified, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits trusts maintained thereunder are exempt from taxation under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2501(a) of the Code and Code. Each Plan intended to satisfy the requirements of Section 3(14) of ERISA, respectively501(c)(9) has engaged in, or failed to engage in, any transactions with respect to any satisfied such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISArequirements. (cf) Except as set forth in Schedule 3.16(c)No Plan provides medical, no Benefit Plan of Emergent and its Subsidiariessurgical, and no employee benefit plan contributed to by an ERISA Affiliatehospitalization, is subject to Title IV of ERISA death or Section 412 similar benefits (whether or not insured) for employees or former employees of the Code or Section 302 of ERISA, and neither Emergent Targeted Businesses or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning Target Subsidiary for periods extending beyond their retirement or other termination of Section 3(40service, other than (i) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respectscoverage mandated by applicable law, (ii) neither Emergent nor death benefits under any of its Subsidiaries has received any notice that any such Benefit Plan is under audit "pension plan," or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan benefits the full cost of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” borne by the current or former employee (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planhis beneficiary). (eg) Schedule 3.16(eExcept as disclosed in Part 3.21(g) sets forth a complete and correct list of all Benefits Liabilities the Disclosure Schedule, the consummation of Emergent and its Subsidiariesthe Transactions will not, either alone or in combination with another event, (i) entitle any current or former employee of the Targeted Businesses or any Target Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b)would not, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material reasonably be expected to Emergent and its Subsidiarieshave a Warner Chilcott Material Adverse Effect, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2A) each of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Warner Chilcott Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to Plans has been operated and administered in material compliance in accordance with Section 409A of applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Warner Chilcott Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (C) no Warner Chilcott Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors of Warner Chilcott or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by Warner Chilcott, its Subsidiaries or any proposed of their respective ERISA Affiliates that has not been satisfied in full, and final guidance no condition exists that is likely to cause Warner Chilcott, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Warner Chilcott Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 409A 4063 of ERISA; (F) all contributions or other amounts payable by Warner Chilcott or its Subsidiaries as of the Effective Time pursuant to each Warner Chilcott Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP or applicable international accounting standards; (G) neither Warner Chilcott nor any of its Subsidiaries has engaged in a transaction in connection with which Warner Chilcott or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (H) there are no pending, or to the knowledge of Warner Chilcott, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Warner Chilcott Benefit Plans or any trusts related thereto that would result in a material liability. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Warner Chilcott Material Adverse Effect, each of the Warner Chilcott Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code, (ivA) is so qualified and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan and (B) has received a favourable determination letter or opinion letter as to its qualification. Each such favourable determination letter has been provided or made available to Actavis. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Warner Chilcott Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement shall not hereby (either alone or in conjunction with any other event) will (A) result in any paymentspayment (including severance, which alone orunemployment compensation, together with any other payments, shall fail to be deductible as a result of “excess parachute payment” (within the application meaning of Section 280G of the Code), and forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the Warner Chilcott Group under any Warner Chilcott Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any Warner Chilcott Benefit Plan or (C) result in any acceleration of the time of payment, funding or vesting of any such benefits. (iv) Since December 31, 2012, no Warner Chilcott Benefit Plan has been materially amended or otherwise materially modified to increase benefits (or the levels thereof) in a manner that would be material to the Warner Chilcott Group. (v) neither Emergent nor any Section 6.1(i)(v) of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Warner Chilcott Disclosure Schedule sets forth with respect to each Warner Chilcott Share Plan (A) the aggregate number of Warner Chilcott Shares that are subject to Warner Chilcott Options, (B) the aggregate number of Warner Chilcott Shares that are subject to performance-based Warner Chilcott Share Awards, assuming target performance and assuming maximum performance and the aggregate amount of any Benefit Plancorresponding dividend equivalents and (C) the aggregate number of Warner Chilcott Shares that are subject to Warner Chilcott Share Awards that do not include performance-based vesting criteria and the aggregate amount of any corresponding dividend equivalents (such schedule, the “Warner Chilcott Equity Schedule”), in each case as of May 15, 2013. Warner Chilcott shall provide Actavis with an updated Warner Chilcott Equity Schedule within three (3) business days prior to Completion to reflect any changes occurring between May 15, 2013 and the applicable date of delivery. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list All Employee Benefit Plans maintained or operated by Cortelco or under which it has any Liability are disclosed in Section 3.25 of each Benefit Plan of Emergent and its Subsidiariesthe Cortelco Disclosure Schedule. Correct Cortelco has delivered true and complete copies of all documents comprising such Employee Benefit Plans, including: (i) all plan documents (or, in Plans to eOn prior to the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCdate hereof. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Cortelco has received a current favorable determination letter for each Employee Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code. No act, omission, event, development, condition, or circumstance known to Cortelco has occurred or is existing that would cause any Employee Benefit Plan to become disqualified for purposes of Section 401(a) of the Code. (c) The Company is, and each Employee Benefit Plan is maintained and operated, in compliance with all applicable laws, rules, and regulations of all Governments relating to Employee Benefit Plans (including, without limitation, Section 401(a) of the Code and ERISA) and all the terms of such Employee Benefit Plan, except for such instances of non-compliance that in the aggregate have not had and could reasonably be expected not to have a Material Adverse Effect. Cortelco has received a favorable determination letter from not incurred any Liability to the IRS, or DOL in connection with any Employee Benefit Plan. (d) All reports and no event has occurred descriptions of the Employee Benefit Plans (including, without limitation, IRS Form 5500 annual reports, summary annual reports, and no condition exists which would reasonably summary plan descriptions) required to be expected filed by Cortelco with the IRS, or the DOL on or before the date hereof have been timely filed, and as appropriate, have been timely provided to result the participants in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Employee Benefit Plan. Plans. (e) There are is no pending or, to Emergent’s knowledgethe knowledge of Cortelco, threatened Legal Proceedings claim, charge, demand, inquiry, investigation, action, suit, arbitration, or other legal proceeding relating to any such Employee Benefit Plan, except for pending claims for benefits thereunder made in the ordinary course. (f) The consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or threatened Legal Proceedings that would not reasonably payment, or increase the amount, of the compensation or benefits to be expected topaid or provided to any present or former officer or employee of Cortelco. No Contract or Employee Benefit Plan provides for any “excess parachute payment,” within the meaning of Section 4999 of the Code, either individually upon or in connection with the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) consummation of the Code and Section 3(14transactions contemplated by this Agreement. (g) of ERISA, respectively) Cortelco has engaged in, or failed to engage in, not been liable at any transactions with respect time for contributions to any such Employee Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA ERISA. (h) Cortelco has made in full all installments and other payments under each Employee Benefit Plan required to be paid on or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding before the date hereofof this Agreement. No such Benefit Plan is a multiple employer welfare arrangement There exists no “accumulated funding deficiency,” within the meaning of Section 3(40) 302 of ERISA. (d) All contributions ERISA and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A 412 of the Code, with respect to any Employee Benefit Plan, regardless of whether such deficiency has been waived. (ivi) Cortelco does not have, and the consummation of the transactions contemplated by this Agreement shall will not result in in, any payments, which alone or, together with Liability for (a) any other payments, shall fail to be deductible as a result minimum funding contribution required under Section 302(c)(11) of the application of ERISA or Section 280G 412(c)(11) of the Code, and (vb) neither Emergent nor any payment required under Section 302(e) of its Subsidiaries has filedERISA or Section 412(m) of the Code, (c) any lien imposed under Section 302(f) of ERISA or is considering filingSection 412(n) of the Code, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program (d) any excise tax imposed with respect to any Benefit Plan. an accumulated funding deficiency under Section 4971 of the Code, (e) Schedule 3.16(ethe termination of or withdrawal from any plan under Sections 4062, 4063, or 4064 of ERISA, or (f) sets forth a complete and correct list the withdrawal from any multi-employer plan under Section 4201 of all Benefits Liabilities of Emergent and its SubsidiariesERISA.

Employee Benefit Plans. (a) Schedule 3.16(aSection 3.20(a) sets of the Disclosure Schedules set forth a true and complete list of each Benefit Plan all material Employee Plans as of Emergent and its Subsidiariesthe date of this Agreement. Correct True and complete copies of all each of the following documents comprising such Benefit Plansrelating to each material Employee Plan as of the date of this Agreement have been delivered by Seller to Purchaser, including: as applicable (i) all the current summary plan documents (ordescription and any summaries of material modifications, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; determination or opinion letter issued by the Internal Revenue Service (the “IRS”), (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); all applicable trusts, insurance policies, other funding arrangements and services contracts, and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCall non-routine correspondence with a Regulatory Authority. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, With respect to each material Employee Plan: (i) no event has occurred and there are exists no condition or set of circumstances in connection with which Seller could be subject to any material defaults by Emergent liability (except for routine claims for benefits) under the terms of such Employee Plan, ERISA, or any of its Subsidiaries thereunder. Each the Code, (ii) each such Benefit the Employee Plan has been operated and administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISALaw, including ERISA and the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to (iii) each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Employee Plan that is intended intending to be qualified under within the meaning of Section 401(a) of the Code has received (or is entitled to rely upon) a favorable determination or opinion letter as to such qualification from the IRS, IRS and no event has occurred and no condition exists which occurred, that would reasonably be expected to result in adversely affect the revocation qualified status of any such determination letter. Except as set forth in Schedule 3.16(b)Employee Plan, neither Emergent nor (iv) no Action by any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no Specified Business Employee is pending or, to EmergentSeller’s knowledgeKnowledge, threatened Legal Proceedings relating against or affecting any such Employee Plan or fiduciary thereof and (v) no such Employee Plan provides medical, life or other welfare benefits to any such Benefit PlanSpecified Business Employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law, except if applicable, for pending which the Specified Business Employee and/or the Specified Business Employee’s spouse or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) dependents pay 100% of the Code and Section 3(14) of ERISA, respectively) has engaged in, premiums or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B other required contributions). None of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 material Employee Plans is subject to the Laws of ERISAany jurisdiction other than the United States. (c) Except as set forth in Schedule 3.16(c)on Section 3.20(c) of the Disclosure Schedule, no Benefit Employee Plan is a Multiemployer Plan, a single employer plan (within the meaning of Emergent and Section 4001(a)(15) of ERISA) or a plan for which Seller or any of its SubsidiariesAffiliates would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA, and no employee benefit plan contributed to by an ERISA Affiliate, is or subject to either Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereofCode. No such Benefit Employee Plan that is a multiple employer welfare arrangement subject to Title IV of ERISA has an “unfunded benefit liability” within the meaning of Section 3(404001(a)(18) of ERISA. (d) All contributions and all premium Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby (either alone or in connection with any other event) will (i) entitle any Specified Business Employee to any payment or benefit, including any change of control, transaction, retention, stay, severance, termination, or similar payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respectsbenefits, (ii) neither Emergent nor result in the acceleration or creation of any rights of its Subsidiaries has received any notice that Specified Business Employee under any such Benefit Employee Plan is (including the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, the acceleration of the accrual or vesting of any benefits under audit any Pension Plan or review by the acceleration or creation of any Governmental Authority and no audit rights under any severance, parachute or review is pending, change in control agreement) or (iii) result in the payment to any Benefit Plan Specified Business Employee of Emergent and its Subsidiaries which is any amount that could reasonably be expected to be a “nonqualified deferred compensation planparachute payment” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Each retirement plan of each Company that is intended to be a tax qualified plan (the "Plan") has been and is being operated in accordance with the documents and instruments governing such Plan, and such documents and instruments are consistent with those provisions of the Employee Retirement Income Security Act of 1974 and the regulations adopted pursuant thereto ("ERISA") which are effective and operative as of the date of this Agreement, except to the extent that such documents and instruments have not yet been amended for certain changes in laws and regulations. To the best of the Seller's knowledge, no Plan has incurred any material accumulated funding deficiency within the meaning of Section 302 of ERISA, whether or not waived, and neither Company has incurred any material liability with respect to the Plan that is not reflected in the Financial Information in accordance with generally accepted accounting principles. To the best of the Seller's knowledge, no Plan nor any trust created thereunder nor any trustee or administrator thereof has engaged in a prohibited transaction within the meaning of ERISA or Section 4975 of the Code for which an exception is not available. At no time has either Company contributed to or had any employees of the Business who were covered by any defined benefit plan, including any multiemployer plan, as such term is defined in Section 3(37) of ERISA, which is a defined benefit plan. Each Company shall make all requested Contributions to each Plan within the period required by ERISA and the Code. (b) The Disclosure Schedule 3.16(a) sets forth contains a complete list of each "employee pension benefit plan" (as defined in section 3(2) of ERISA), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), pension plan, stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement currently maintained, contributed to or required to be maintained or contributed to by Seller for the benefit of any present employees of the Business or their dependents (all the foregoing being herein called "Benefit Plans"). Seller has delivered or made available to Buyer true, complete and correct copies of (1) each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such unwritten Benefit Plan that is unwrittenPlans, an accurate description descriptions thereof); ) and (ii2) the most recent summary plan descriptions description for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is description was required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (bc) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered operated and is being operated in material compliance with all respects applicable requirements of the Internal Revenue Code, as amended, including all applicable regulations thereunder ("Code"), and ERISA, and in accordance with its terms the documents and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any instruments governing such Benefit Plan, except to the extent that such documents and instruments have not yet been amended for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or certain changes in the aggregate, result in Liability that is material to Emergent laws and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statementsregulations, which reserves amendments are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planyet legally required. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each Benefit Plan of Emergent the ----------------------- Company and its Subsidiaries. Correct and complete copies Subsidiaries is listed in Section 5.14(a) of all documents comprising such the Company's Disclosure Letter, including, with respect to Terminated Benefit Plans, including: (i) all plan documents (or, in the case date of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCtermination. (b) All Benefit Plans No event has occurred and, to the Knowledge of Emergent and its Subsidiaries are valid and binding and the Company, there exists no condition or set of circumstances in full force and effect, and there are no material defaults by Emergent connection with which the Company or any of its Subsidiaries thereundercould be subject to any liability under the terms of any Benefit Plan, or under ERISA, or, with respect to any Benefit Plan, under the Code or any other applicable Law, other than any condition or set of circumstances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each such of the Benefit Plan Plans has been administered and operated in all respects in accordance material compliance with its terms and with all the applicable provisions of ERISA, the Code, Code and any other Applicable applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect . (c) As to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is of the Company intended to be qualified under Section 401(a401 of the Code, such Benefit Plan has been determined by the IRS to satisfy in form the requirements of such Section, no event has occurred that, individually or in the aggregate, could be reasonably expected to result in the disqualification of such Benefit Plan (disregarding correction methods under the Employee Plans Compliance Resolution System) and there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Code has Code. (d) As to any Terminated Benefit Plan intended to have been qualified under Section 401 of the Code, such Terminated Benefit Plan received a favorable determination letter from the IRSIRS with respect to its termination all liabilities with respect to each such plan have been satisfied by the purchase of annuities or otherwise, and no event each Terminated Benefit Plan has occurred been terminated in accordance with the requirements of law and no condition exists which would reasonably be expected to result in the revocation terms of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. the plan. (e) There are no investigations, audits, actions, suits or claims pending (other than routine claims for benefits) or, to Emergent’s knowledgethe Knowledge of the Company, threatened Legal Proceedings relating to any such Benefit Planagainst, except for pending or threatened Legal Proceedings that would not reasonably be expected with respect to, either any Benefit Plan or its assets that, individually or in the aggregate, result in Liability that is material could reasonably be expected to Emergent and its Subsidiaries, taken as have a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” Material Adverse Effect on the Company. (as defined in Section 4975(e)(2f) To the Knowledge of the Code and Section 3(14Company, there is no matter pending (other than routine qualification determination filings) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely before the IRS, the Department of Labor or the PBGC. (g) All contributions required to subject Emergent be made by the Company or any of its the Company's Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) Benefit Plan pursuant to its terms and 601 through 608 of ERISAprovisions have been timely made. (ch) Except as set forth in Schedule 3.16(c), no As to any Current Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA, (i) there has been no event or condition which presents a material risk of plan termination, (ii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code or Section 302 has been incurred within six years prior to date of ERISAthis Agreement, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement (iii) no reportable event within the meaning of Section 3(404043 of ERISA (for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived) has occurred within six years prior to the date of this Agreement, (iv) no notice of intent to terminate such Benefit Plan has been given under Section 4041 of ERISA, (v) no proceeding has been instituted under Section 4042 of ERISA to terminate such Benefit Plan, (vi) no liability to the PBGC has been incurred (other than with respect to required premium payments) and (vii) the assets of the Benefit Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such Benefit Plan, based upon actuarial assumptions and the asset valuation principles for terminating plans under Section 4044 of ERISA. (i) No employee of the Company or any Subsidiary of the Company or any fiduciary of a Benefit Plan has a material liability with respect to a Benefit Plan. (j) Except as set forth in Section 5.14(j) of the Company's Disclosure Letter, in connection with the consummation of the Transactions, no payments have been or will be made under any Current Benefit Plan or any other program, agreement, policy or arrangement which would be nondeductible under Section 280G of the Code. (k) Except as set forth in Section 5.14(k) of the Company's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the Transactions will not (i) require the Company or any of its Subsidiaries to pay greater compensation or make a larger contribution to, or pay greater benefits or accelerate payment or vesting of a benefit under, any Current Benefit Plan or any other program, agreement, policy or arrangement or (ii) create or give rise to any additional vested rights or service credits under any Current Benefit Plan or any other program, agreement, policy or arrangement. (l) Except as set forth in Section 5.14(l) of the Company's Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is bound by any severance agreement, program or policy. True and correct copies of all employment agreements with officers of the Company and its Subsidiaries, and all vacation, overtime and other compensation policies of the Company and its Subsidiaries relating to their employees have been made available to Parent. (m) Except as set forth in Section 5.14(m) of the Company's Disclosure Letter, no Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and neither the Company nor any of its Subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code. (n) Neither the Company nor any of its Subsidiaries contributes or has an obligation to contribute, and neither has within six years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan within the meaning of Section 3(37) of ERISA. (do) All contributions and all premium payments required to be madeExcept as disclosed in Section 5.14(o) of the Company's Disclosure Letter, and required claims to be paid, under no compensation payable by the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made Company or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received to any notice that of their employees under any such Current Benefit Plan or other program, agreement, policy or arrangement is subject to disallowance under audit or review by any Governmental Authority and no audit or review is pending, (iiiSection 162(m) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code. (p) that Emergent or any Subsidiary thereof is a party Except as set forth in Section 5.14(p) of the Company's Disclosure Letter, all liabilities of Benefit Plans required to be included in the Company's financial statements under financial accounting standards has been operated and administered so included in material compliance with the Financial statements. (q) Except as set forth in Section 409A 5.14(q) of the Code and any proposed and final guidance under Section 409A Company's Disclosure Letter, the Company or a Subsidiary of the CodeCompany has retained the right to terminate, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, suspend or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to amend any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Depot has listed in Section 4.13 of the Depot Disclosure Schedule 3.16(aall employee benefit plans (as defined in Section 3(3) sets forth of ERISA) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Depot or any ERISA Affiliate of Depot, or any Subsidiary of Depot (together, the "Depot Employee Plans"). (b) With respect to each Depot Employee Plan, Depot has made available to Viking, a complete list true and correct copy of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; annual report (iiiForm 5500) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each IRS, (ii) such Benefit Plan Depot Employee Plan, (if any such report is required); and (iviii) each trust agreement and insurance or group annuity Contract contract, if any, relating to any such Benefit Plan, have been provided to PJC. Depot Employee Plan and (biv) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent the most recent actuarial report or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings valuation relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material a Depot Employee Plan subject to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 Title IV of ERISA. (c) Except as set forth With respect to the Depot Employee Plans, individually and in Schedule 3.16(c)the aggregate, no Benefit Plan of Emergent and its Subsidiariesevent has occurred, and to the knowledge of Depot, there exists no employee benefit plan contributed to by an ERISA Affiliate, is condition or set of circumstances in connection with which Depot could be subject to Title IV of ERISA or Section 412 of any liability that is reasonably likely to have a Depot Material Adverse Effect under ERISA, the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISAother applicable law. (d) All With respect to the Depot Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and all premium payments required there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Depot, which obligations are reasonably likely to be madehave a Depot Material Adverse Effect. (e) Except as disclosed in Depot SEC Reports filed prior to the date of this Agreement, and required claims to be paidexcept as provided for in this Agreement, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Depot nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance any oral or written (i) agreement with Section 409A any officer or other key employee of Depot or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Depot of the Code and nature contemplated by this Agreement, (ii) agreement with any proposed and final guidance under Section 409A officer of Depot providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $100,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the Codebenefits of which will be increased, (iv) or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement shall not result in or the value of any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application benefits of Section 280G which will be calculated on the basis of any of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plantransactions contemplated by this Agreement. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each WSFS Benefit Plan of Emergent is and its Subsidiaries. Correct and complete copies of has been maintained in all documents comprising such Benefit Plans, including: (i) all plan documents (or, material respects in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed compliance with the IRS with respect to each terms of such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such WSFS Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effectcompliance with the applicable requirements of the Internal Revenue Code, ERISA, and there are no material defaults by Emergent or any of its Subsidiaries thereunderother applicable Laws. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such WSFS Benefit Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received a favorable determination letter letter, or for a prototype plan, opinion letter, from the IRSIRS that is still in effect and applies to the WSFS Benefit Plan and on which such WSFS Benefit Plan is entitled to rely. To WSFS’s Knowledge, and no event nothing has occurred and no condition circumstance exists which that would be reasonably be expected to adversely affect the qualified status of such WSFS Benefit Plan. (b) There are no pending, or, to WSFS’s Knowledge, threatened claims or disputes under the terms of, or in connection with, the WSFS Benefit Plans other than claims for benefits in the Ordinary Course that are not expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating material Liability to any such Benefit PlanWSFS Entity, except for pending and no action, proceeding, prosecution, inquiry, hearing or threatened Legal Proceedings that would not reasonably be expected to, either individually investigation or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) audit has engaged in, or failed to engage in, any transactions been commenced with respect to any such WSFS Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAPlan. (c) Except as set forth in Schedule 3.16(c), no Each WSFS Benefit Plan of Emergent that is a health or welfare plan has been amended and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 administered in accordance with the requirements of the Code or Section 302 Patient Protection and Affordable Care Act of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA2010. (d) All contributions and all premium payments required to be mademade to any WSFS Benefit Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and required claims all premiums due or payable with respect to be paidinsurance policies funding any WSFS Benefit Plan, under for any period through the terms of any Benefit Plan of Emergent and its Subsidiaries date hereof, have been timely made or reserves established therefor paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any Books and Records of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanWSFS. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aSection 3.14(a) of the Company Disclosure Letter sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Employee Benefit Plan that is unwrittenthe Company maintains or to which the Company, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunderERISA Affiliate contributes or sponsors. Each such Employee Benefit Plan has been administered established, maintained and operated in all respects in accordance material compliance with its the terms of such Employee Benefit Plan and with all the applicable provisions requirements of ERISA, the Code, and applicable Law. All employer contributions and employee salary reduction contributions that are due have been made to each such Employee Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA). All premiums or other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or payments that are due have been paid with respect to each such Employee Benefit Plan that is an “employee welfare benefit plan,” (as defined in Section 3(1) of ERISA). To the Knowledge of the Company, each Employee Benefit Plan, including any material amendments thereto, that is capable of approval by, or registration or qualification for special Tax status with, the reporting appropriate taxation, social security or supervisory authorities in the relevant country, state, territory or the like has received such approval (or there remains a period of time in which to obtain such approval retroactive to the date of any material amendment that has not previously received such approval) and disclosure obligations and fiduciary obligations under ERISAno event has occurred which would be reasonably likely to result in the revocation of such approval or the imposition of material sanctions by such authorities. Without in any way limiting the foregoing sentence, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any each such Employee Benefit Plan that is intended to be meet the requirements of a “qualified plan” under Code Section 401(a) of the Code has received a favorable determination letter from the IRSIRS (or may rely on an opinion letter issued by the IRS with respect to a standardized prototype plan adopted in accordance with the requirements for such reliance) to the effect that it meets the requirements of Code Section 401(a) and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened. No action, suit, claim, hearing, arbitration or other proceeding has been brought, or to the Knowledge of the Company is threatened, against or with respect to any Employee Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor, and no event has occurred and there currently exists no condition exists or set of circumstances in connection with which the Company would reasonably be expected to be subject to any material Liability, other than routine claims for benefits. No Employee Benefit Plan provides benefits, including health benefits (whether or not insured), with respect to employees or former employees of the Company after retirement or other termination of service (other than coverage mandated by Law or benefits). (b) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any material payment or benefit becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant of the Company thereof, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant of the Company, or (iii) result in the revocation acceleration of the time of payment, vesting or funding of any such determination letterbenefit or compensation. Except as set forth No amount paid or payable by the Company in Schedule 3.16(b)connection with the transactions contemplated by this Agreement, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually whether alone or in the aggregatecombination with another event, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other will be an “disqualified personexcess parachute payment” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Code Section 3(40280G or Code Section 4999 or will not be deductible by the Company by reason of Code Section 280G. Section 3.14(b)(ii) of ERISA. (d) All contributions and all premium payments required the Company Disclosure Letter lists each Person who the Company reasonably believes is, with respect to be madethe Company, and required claims to be paidor any ERISA Affiliate, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plandisqualified individual” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A 280G of the Code and the regulations promulgated thereunder). No payments will be made by the Company pursuant to any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall Employee Benefit Plan that would not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result by the Company under Code Section 162(m). (c) The Company complies in all material respects with the applicable requirements of the application of Section 280G of the Code, and (v) neither Emergent nor COBRA or any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program similar state statute with respect to each Company Employee Plan that is a group health plan within the meaning of Section 5000(b)(1) of the Code or such state statute. (d) To the Knowledge of the Company, each Employee Benefit Plan that provides for deferred compensation (as defined under Code Section 409A) satisfies the applicable requirements of Code Section 409A and the regulations promulgated thereunder (or is able to be corrected without the payment of any Benefit Plan.penalty under applicable guidance under Code Section 409A), and has, since January 1, 2007, been operated in good faith compliance with Code Section 409A. (e) Schedule 3.16(e) sets forth a complete In accordance with applicable Law, each Employee Benefit Plan can be amended or terminated at any time, without consent from any other party and correct list without Liability other than for benefits accrued as of all Benefits Liabilities the date of Emergent and its Subsidiariessuch amendment or termination.

Employee Benefit Plans. All Employee Plans and Compensation Arrangements, excluding employment agreements, providing benefits either to Employees or to former Employees whose employment terminated since January 1, 2002 (a"System Plans") are listed in Schedule 3.16(a4.17(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case accurate summaries of any such Benefit plans or arrangements have been furnished to Buyer. Except as disclosed in Schedule 4.17(a), there is no Employee Plan or Compensation Arrangement or any amendment to an existing Employee Plan or Compensation Arrangement that will affect the benefits of Employees or former Employees and that is unwritten, an accurate description thereof); (ii) to become effective after the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans date of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunderthis Agreement. Each such Benefit Employee Plan and Compensation Arrangement has been established, maintained, funded, operated and administered and operated in all material respects in accordance with its own terms, the terms of any applicable collective bargaining agreement and, where applicable, ERISA, the IRC, and any other applicable Legal Requirement. No lien has arisen or, to the Knowledge of Sellers is reasonably expected to arise on the assets of any Seller or any ERISA Affiliate, under Section 412 of the IRC or Section 302 of ERISA in favor of the Pension Benefit Guaranty Corporation or any Employee Plan. No Seller or ERISA Affiliate is contributing to, is required to contribute to, or has contributed within the last six (6) years to, any Multiemployer Plan, and no Seller or ERISA Affiliate has incurred within the last six (6) years, or reasonably expects to incur, any "withdrawal liability," as defined under Section 4201 et seq. of ERISA. No Seller or Affiliate of a Seller is aware of the existence of any governmental inspection, investigation, audit or examination of any Employee Plan or Compensation Arrangement or of any facts which would lead it to believe that any such governmental inspection, investigation, audit or examination is pending or threatened. There exists no action, suit or claim (other than routine claims for benefits) with all applicable provisions respect to any Employee Plan or Compensation Arrangement pending or, to Sellers' Knowledge, threatened against any such plan or arrangement, and Sellers possess no Knowledge of any facts which could give rise to any such action, suit or claim. There have been no Prohibited Transactions with respect to any Employee Plan or Compensation Arrangement. To the Knowledge of Sellers, no Fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Employee Plan or Compensation Arrangement. No condition or event exists or is expected to occur that could subject, directly or indirectly, any Seller or ERISA Affiliate to any material liability, contingent or otherwise, or the imposition of any Encumbrance on the assets of any Seller or ERISA Affiliate under the IRC or Title IV of ERISA whether to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, or any other Person. No Employee Plan ever has incurred an "accumulated funding deficiency," as such term is defined in Section 302(a)(2) of ERISA and Section 412(a) of the IRC, whether or not waived, and each Employee Plan otherwise always has fully met the funding standards required under Title I of ERISA and Section 412 of the IRC. No "reportable event," as that term is defined in Section 4043(c) of ERISA, has occurred or is reasonably expected to occur with respect to any Employee Plan. There are no unfunded liabilities with respect to any Employee Plan, i.e., the Codeactuarial present value of all "benefit liabilities" (determined within the meaning of Section 401(a)(2) of the IRC) under each Employee Plan, and other Applicable Lawwhether or not vested, and Emergent and does not exceed the current value of the assets of such Employee Plan. All contributions, premiums or payments accrued, in whole or in part, under each ERISA Affiliate has performed and complied in all respects with all of its obligations under Employee Plan or Compensation Arrangement or with respect thereto as of the Closing will be paid by Sellers, on or prior to each such Benefit PlanClosing or, including if later, within the reporting time period permitted by ERISA and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a wholethe IRC. Any such Benefit Each Employee Plan that is intended to be meet the requirements of a "qualified plan" under Section 401(a) of the Code IRC has received a favorable determination letter from the IRS, Internal Revenue Service that such Employee Plan is so qualified and no event nothing has occurred and no condition exists which would since the date of such determination that could reasonably be expected to result in adversely affect the revocation qualified status of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Employee Plan. There are no pending orSellers do not maintain, contribute to Emergent’s knowledge, threatened Legal Proceedings relating or have an obligation to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected contribute to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, norhave any liability or potential liability with respect to, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliateproviding health or life insurance or other welfare-type benefits for current or future retired or terminated directors, is subject to Title IV officers or employees of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereofSellers other than in accordance with COBRA. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions Sellers and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries ERISA Affiliates have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate complied in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance respects with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanCOBRA. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent Seller has Previously Disclosed all Seller Employee Plans and its Subsidiaries. Correct has heretofore delivered to Buyer accurate and complete copies of all documents comprising such Benefit Plans, including: each (iincluding amendments and agreements relating thereto) all plan documents (ortogether with, in the case of any such Benefit Plan that is unwrittenqualified plans, an accurate description thereof); (i) the most recent actuarial and financial reports prepared with respect thereto, (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; annual reports filed with any Governmental Entity with respect thereto, and (iii) all rulings and determination letters and any open requests for rulings or letters that pertain thereto. (b) None of Seller, any Seller Subsidiary, any qualified Seller Employee Plan or, to the three best of Seller's knowledge, any fiduciary of a qualified Seller Employee Plan, has incurred any material liability to the PBGC or the IRS with respect to any qualified Seller Employee Plan. To the best of Seller's knowledge, no reportable event under Section 4043(b) of ERISA has occurred with respect to any qualified Seller Employee Plan. (3c) most recent annual reports on IRS Form 5500 required to be filed with Neither Seller nor any Seller Subsidiary participates in or has incurred any liability under Section 4201 of ERISA for a complete or partial withdrawal from a multi-employer plan (as such term is defined in ERISA). (d) A favorable determination letter has been issued by the IRS with respect to each Seller Employee Plan which is intended to qualify under Section 401 of the Code to the effect that such Benefit Seller Employee Plan (if is qualified under Section 401 of the Code, and the trust associated with such Seller Employee Plan is tax exempt under Section 501 of the Code. No such letter has been revoked or, to the best of Seller's knowledge, is threatened to be revoked, and Seller does not know of any ground on which such revocation may be based. Neither Seller nor any Seller Subsidiary has any liability under any such report Seller Employee Plan that is required); and (iv) each trust agreement and insurance or group annuity Contract relating not reflected in the Seller Financial Statements, other than liabilities incurred in the ordinary course of business in connection therewith subsequent to any such Benefit Plan, have been provided to PJCthe date thereof. (be) All Benefit Plans To the best of Emergent Seller's knowledge, no transaction prohibited by Section 406 of ERISA (and its Subsidiaries not exempt under Section 408 of ERISA or Section 4975 of the Code) has occurred with respect to any Seller Employee Plan which would result in the imposition, directly or indirectly, of an excise tax under Section 4975 of the Code. (f) Full payment has been made (or proper accruals have been established) of all contributions which are valid and binding and in full force and effectrequired for periods prior to the date hereof, and there full payment will be so made (or proper accruals will be so established) of all contributions which are no material defaults by Emergent required for periods after the date hereof and prior to the Effective Time, under the terms of each Seller Employee Plan or any of its Subsidiaries thereunder. Each such ERISA. (g) Any Seller Defined Benefit Plan has been administered heretofore terminated and neither Seller nor any Seller Subsidiary has any current, future or contingent obligation or liability to any Seller Defined Benefit Plan or any participant or beneficiary thereof or the PPGC with respect thereto. (h) To the best of Seller's knowledge, the Seller Employee Plans have been operated in compliance in all material respects in accordance with its terms and with all the applicable provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder and all other Applicable Law, applicable governmental laws and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(aregulations. (i) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledgethe best knowledge of Seller, threatened Legal Proceedings relating to claims (other than routine claims for benefits) by, on behalf of or against any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent Seller Employee Plans or any of its Subsidiaries to trust related thereto or any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAfiduciary thereof. (cj) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither Seller nor any of its Subsidiaries Seller Subsidiary has received made any notice that any such Benefit Plan payments, or is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is has been a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Codeagreement or any Seller Employee Plan, (iv) the transactions contemplated by this Agreement shall not result in any that could obligate it or its successor to make payments or deemed payments, which alone or, together with any other payments, shall fail to that are not or will not be deductible as a result because of the application of Section Sections 162(m) or 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, All Guaranteed Pension Plans have been provided to PJC. (b) All Benefit Plans of Emergent operated and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISAERISA and, to the extent applicable, the CodeInternal Revenue Code of 1986, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in as amended. The current value of all respects with accrued benefits under all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists plans which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 as of January 1, 1995 does not exceed the current value of the Code or Section 302 assets of such plans allocable to such accrued benefits, based upon the actuarial assumptions used for such plans. No Reportable Event (as defined in ERISA) has occurred with respect to any Guaranteed Pension Plan, and neither Emergent or no steps have been taken to terminate any ERISA Affiliate Guaranteed Pension Plan. Each of the Borrower and each Related Entity has contributed made all contributions to each Multiemployer Plan required pursuant to any such plan during applicable collective bargaining agreement. To the six year period immediately preceding best of the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within Borrower's knowledge after due inquiry, neither the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Borrower nor any of its Subsidiaries Related Entity has received taken any notice that action to trigger any such Benefit termination liability with respect to any Multiemployer Plan is under audit or review by incurred any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible liability as a result of the application a complete or partial withdrawal, as defined in ERISA, from any Multiemployer Plan. All contributions required under applicable Canadian tax and pension law have been made in respect of Section 280G all pension plans of the CodeCanadian Borrower and each Canadian Subsidiary and each such pension plan is fully funded on a timely basis in accordance with all applicable Canadian laws and regulations. (b) No litigation or administrative or other proceeding is pending or, and (v) neither Emergent nor any to the best of its Subsidiaries has filedthe Borrower's knowledge after due inquiry, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program threatened with respect to any Benefit pension plan, welfare benefit plan, bonus plan, stock option plan, deferred compensation plan or other similar plans for the employees of the Canadian Subsidiaries (collectively, the "Canadian Plans") which, if determined adversely, might, either in any case or in the aggregate, materially adversely affect the properties, assets, financial condition or business of any of the Canadian Subsidiaries considered as a whole, and each Canadian Plan has been administered in all respects in compliance with all applicable laws including but not limited to the Income Tax Act (Canada) and the Pension Benefits Standards Act (Canada) and with the terms of such Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a A complete and correct list of each Journal Benefit Plan as of Emergent the date hereof is set forth on Section 8.17(a) of the Journal Disclosure Schedule. Journal has made available to Scripps true and its Subsidiaries. Correct and complete correct copies of all documents comprising such Benefit Plans, including: the following (to the extent applicable): (i) all written plan documents (or, in the case of any such and all amendments thereto for each Journal Benefit Plan that (or to the extent no such copy exists, or Journal Benefit Plan is unwrittennot in writing, an accurate a written description of the material terms thereof); , and (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iiidescription. Except as set forth on Section 8.17(a) of the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit PlanJournal Disclosure Schedule, have been provided to PJC. (b) All Benefit Plans none of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or Journal nor any of its Subsidiaries thereunderis the sponsor or plan administrator of any Benefit Plan. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Journal Benefit Plan that is intended to be a “qualified plan” under Section 401(a) of the Code is so qualified and either has received a favorable determination letter or prototype opinion letter from the IRS, IRS and no event nothing has occurred and no condition exists which would that could reasonably be expected to result in adversely affect the revocation qualification of any such determination letter. plan. (b) Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in on Section 4975(e)(28.17(b) of the Code and Section 3(14) of ERISAJournal Disclosure Schedule, respectively) has engaged in, or failed to engage in, any transactions with respect to any such each Journal Benefit Plan that are reasonably likely to subject Emergent or any of has been established and is being operated in compliance in all material respects with its Subsidiaries to any material Taxterms and Applicable Law, damages or penalties imposed by Section 409A, 4975 or 4980B of including ERISA and the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISACode. (c) Except as set forth on Section 8.17(c) of the Journal Disclosure Schedule, no Journal Benefit Plan, either individually or collectively, provides for any payment that could result in Schedule 3.16(cthe payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the Transactions. Except as set forth in Section 8.17(c) of the Journal Disclosure Schedule, the disallowance of a deduction under Section 162(m) of the Code for remuneration will not apply to any amount paid or payable by Journal under any Contract, Benefit Plan, program or arrangement. (d) Except as set forth on Section 8.17(d) of the Journal Disclosure Schedule, or as contemplated by the Employee Matters Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager or director to compensation or benefits under any Journal Benefit Plan, (ii) result in any payment becoming due (for severance or termination pay or otherwise), no Benefit Plan or increase the amount of Emergent and any compensation due, to any current or former employee, manager or director of Journal or any of its Subsidiaries, (iii) increase any benefits otherwise payable under any Journal Benefit Plan, or (iv) result in any liability of Journal or any of its Subsidiaries for any benefits, premiums, or costs associated with any Journal Benefit Plan that is a welfare benefit plan. (e) Except as set forth on Section 8.17(e) of the Journal Disclosure Schedule, (i) none of Journal nor any of its Subsidiaries, within the last five (5) years, has contributed to, nor ever has been required to contribute to, nor has any liability to, any multiemployer plan, and (ii) no employee benefit plan contributed to by an ERISA Affiliate, Journal Benefit Plan is (A) subject to Title IV of ERISA or Section 412 of the Code or Section 302 Title IV of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan (B) is a “multiple employer welfare arrangement plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (C) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (D) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state law. (df) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Each Journal Benefit Plan of Emergent complies in form and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority operation and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code Code, and none of Journal or any proposed and final guidance under of its Subsidiaries has reported, or is required to report, any violations of Section 409A of the Code. (g) Except as provided in Section 8.17(g) of the Journal Disclosure Schedule, (iv) the transactions contemplated by this Agreement shall not result Journal can unilaterally amend, terminate, or discontinue participation in any paymentsJournal Benefit Plan at any time, which alone orincluding, together with but not limited to, any other paymentsseverance, shall fail termination, or retention program. (h) With respect to be deductible as a result of the application of each group health plan benefiting any current or former Journal Employee that is subject to Section 280G 4980B of the Code, or was subject to Section 162(k) of the Code, Journal has complied in all material respects with (i) the continuation coverage requirements of Section 4980B of the Code and Section 162(k) of the Code, as applicable, and Part 6 of Subtitle B of Title I of ERISA; (ii) the Health Insurance Portability and Accountability Act of 1996, as amended; and (viii) neither Emergent nor any the Patient Protection and Affordable Care Act of its Subsidiaries 2010, as amended. (i) With respect to each group health plan that is subject to Section 1862(b)(1) of the Social Security Act (42 U.S.C. § 1395y(b), Journal has filedcomplied in all material respects with the secondary payer requirements of Section 1862(b)(1) of such Act. (j) There is no pending or, to the Knowledge of Journal, threatened assessment, complaint, proceeding, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System investigation of any kind in any court or the Department of Labor’s Voluntary Fiduciary Correction Program Governmental Authority with respect to any Journal Benefit Plan (other than routine claims for benefits), nor is there any basis for one. (k) All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any Journal Benefit Plan have been paid, made or accrued. (l) With respect to any insurance policy providing funding for benefits under any Journal Benefit Plan, (i) there is no liability of Journal, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of Journal, no such proceedings with respect to any insurer are imminent. (m) Journal has not agreed or committed to institute any new plan, program, arrangement or agreement for the benefit of employees or former employees of Journal other than the Journal Benefit Plans identified on Section 8.17(m) of the Journal Disclosure Schedule, or to make any amendments to any of the Journal Benefit Plans. (n) Each individual who is classified by Journal as an independent contractor or contract worker has been properly classified by Journal for the purposes of participation under each Journal Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aParent has listed in Part 3.12 of the Parent Disclosure Letter all employee benefit plans (as defined in Section 3(3) sets forth of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, written or otherwise, for the benefit of, or relating to, any current or former employee of Parent or any trade or business (whether or not incorporated) which is a complete list member or which is under common control with Parent (an "ERISA Affiliate") within the meaning of Section 414 of the Internal Revenue Code, or any Subsidiary of Parent and all unexpired severance agreements with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act (together, the "Parent Employee Plans"). (b) With respect to each Benefit Plan Parent Employee Plan, Parent has made available to Company, a true and correct copy of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; annual report (iiiForm 5500) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each IRS, (ii) such Benefit Plan Parent Employee Plan, (if any such report is required); and (iviii) each trust agreement and insurance or group annuity Contract contract, if any, relating to any such Benefit Plan, have been provided Parent Employee Plan and (iv) the most recent actuarial report or valuation relating to PJCa Parent Employee Plan subject to Title IV of ERISA. (bc) All Benefit Plans of Emergent and its Subsidiaries are valid and binding With respect to the Parent Employee Plans, individually and in full force the aggregate, no event has occurred, and effectto the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent could be subject to any liability that is reasonably likely to have Parent Material Adverse Effect to Parent under ERISA, the Internal Revenue Code or any other applicable law. (d) With respect to the Parent Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no material defaults unfunded benefit obligations which have not been accounted for by Emergent reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Parent, which obligations are reasonably likely to have a Material Adverse Effect to Parent. (e) Except as expressly contemplated by this Agreement, neither the Parent nor any of its Subsidiaries is a party to any oral or written: (i) agreement with any officer of Parent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions providing any term of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under employment or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except compensation guarantee extending for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter period longer than one year from the IRSdate hereof and for the payment of compensation in excess of $200,000 per annum; (ii) agreement with any executive officer or other employee thereof (A) the benefits of which are contingent, and no event has occurred and no condition exists or the terms of which would reasonably be expected to result in are materially altered, upon the revocation occurrence of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor a transaction involving Parent or any of its Subsidiaries provides or any post-of the other transactions contemplated by this Agreement or any ancillary agreement, (B) providing any term of employment or retiree welfare compensation guarantee, or (C) providing severance benefits under or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, except as required by applicable law; or (iii) agreement or plan, including any Benefit Planstock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the transaction contemplated by this Agreement or any ancillary agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any ancillary agreement. (f) Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Parent, Parent and each of its subsidiaries: (i) is in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Parent Employees; and (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Parent Employees. (g) None of the Parent and its Subsidiaries is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Parent's knowledge, has sought to represent any of the employees, representatives or agents of the Parent. No work stoppage or labor strike against Parent is pending, threatened or reasonably anticipated. Parent does not know of any activities or proceedings of any labor union to organize any Parent Employees. There are no pending actions, suits, claims, labor disputes or grievances pending, or, to Emergent’s knowledgethe knowledge of Parent, threatened Legal Proceedings relating to any such Benefit Planlabor, except for pending safety or threatened Legal Proceedings that would not reasonably be expected todiscrimination matters involving any Parent Employee, either including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in Liability that is material any Material Adverse Effect to Emergent and its Subsidiaries, taken as a wholeParent. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or Parent nor any of its Subsidiaries to subsidiaries has engaged in any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement unfair labor practices within the meaning of Section 3(40) of ERISAthe National Labor Relations Act. Parent is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Parent Employees and no collective bargaining agreement is being negotiated by Parent. (dh) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Each Parent International Employee Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated established, maintained and administered in material compliance with Section 409A its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such Parent International Employee Plan. No Parent International Employee Plan has material unfunded liabilities that, as of the Code and Effective Time, will not be offset by insurance or that are not fully accrued on Parent balance sheet. Except as required by law, no condition exists that would prevent Parent or any proposed and final guidance under Section 409A subsidiary from terminating or amending any Parent International Employee Plan at any time for any reason in accordance with the terms of each such International Employee Plan (other than expenses typically incurred in a termination event). "Parent International Employee Plan" shall mean each Parent Employee Plan that has been adopted or maintained by Parent or any subsidiary, whether informally or formally, for the Code, (iv) benefit of Parent Employees outside the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanUnited States. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each Employee Benefit Plan ---------------------- and each Plan has been maintained and operated in compliance in all material respects with the provisions of Emergent ERISA and, to the extent applicable, the IRC, including the provisions thereunder respecting prohibited transactions. The Borrower and each of its Subsidiaries. Correct and complete copies of Subsidiaries has made all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such required contributions to each Employee Benefit Plan that is unwrittenand each Multiemployer Plan. To the extent applicable, an accurate description thereof); (ii) the Borrower has heretofore delivered to the Administrative Agent the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent recently completed annual reports on IRS report, Form 5500 5500, with all required attachments, and actuarial statement required to be filed with the IRS submitted under (S)103(d) of ERISA, with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Guaranteed Pension Plan, have been provided to PJC. (b) All Under each Employee Benefit Plans Plan that is an employee welfare benefit plan within the meaning of Emergent and its Subsidiaries (S)3(1) or (S)3(2)(B) of ERISA, no benefits are valid and binding and in full force and effectdue unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title I, and there are no material defaults by Emergent or any Subtitle B, Part 6 of ERISA). The Borrower, each of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to may terminate each such Benefit Plan, including Plan at any time (or at any time subsequent to the reporting and disclosure obligations and fiduciary obligations under ERISA, except for expiration of any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(aapplicable bargaining agreement) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation discretion of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment Loan Party or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating such ERISA Affiliate without liability to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAPerson. (c) Except as set forth in Schedule 3.16(c)Each contribution required to be made to a Guaranteed Pension Plan, no Benefit Plan whether required to be made to avoid the incurrence of Emergent and its Subsidiariesan accumulated funding deficiency, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV the notice or lien provisions of ERISA or Section 412 of the Code or Section 302 (S)302(f) of ERISA, or otherwise, has been timely made. No waiver of minimum funding standards or extension of amortization periods has been requested or received with respect to any Guaranteed Pension Plan. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to any Guaranteed Pension Plan and neither Emergent there has not been any ERISA Event, or any other event or condition that presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate has contributed instituted or intends to institute proceedings to terminate a Guaranteed Pension Plan. No event requiring notice to the PBGC under (S)302(f)(4)(A) of ERISA has occurred with respect to any such plan during Guaranteed Pension Plan and no amendment with respect to which security is required under (S)307 of ERISA has been made or is reasonably expected to be made to any Guaranteed Pension Plan. Based on the six year period immediately preceding latest valuation of each Guaranteed Pension Plan (which in each case occurred within 12 months prior to the date hereof. No of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Benefit Plan is a multiple employer welfare arrangement Guaranteed Pension Plans within the meaning of Section 3(40) (S)4001 of ERISAERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. (d) All contributions and all premium payments required to be madeNone of the Borrower, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries or any ERISA Affiliate has received incurred or expects to incur any notice material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under (S)4201 of ERISA or as a result of a sale of assets described in (S)4204 of ERISA. Neither any Loan Party nor any ERISA Affiliate has been notified that any such Benefit Multiemployer Plan is in reorganization or insolvent under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A (S)4241 or (S)4245 of the Code) ERISA or that Emergent any Multiemployer Plan intends to terminate or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A terminated under (S)4041A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanERISA. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent MFB has Previously Disclosed all MFB Employee Plans and its Subsidiaries. Correct has heretofore delivered or made available to MutualFirst accurate and complete copies of all documents comprising such Benefit Plans, including: each (iincluding amendments and agreements relating thereto) all plan documents (ortogether with, in the case of any such Benefit Plan that is unwrittenqualified plans, an accurate description thereof); (i) the most recent financial reports prepared with respect thereto, (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; annual reports filed with any Governmental Authority with respect thereto, and (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if rulings and determination letters and any such report is required); and (iv) each trust agreement and insurance open requests for rulings or group annuity Contract relating to any such Benefit Plan, have been provided to PJCletters that pertain thereto. (b) All Benefit Plans Neither MFB nor any of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults currently maintains or sponsors any Defined Benefit Plan or ESOP. Any Defined Benefit Plan or ESOP previously maintained or sponsored by Emergent MFB or any of its Subsidiaries thereunder. Each such has been terminated and neither MFB nor any of its Subsidiaries has any liability with respect to any previously terminated Defined Benefit Plan or ESOP. (c) To the Knowledge of MFB, neither MFB nor any of its Subsidiaries participates in or has incurred any liability under Section 4201 of ERISA for a complete or partial withdrawal from a multi-employer plan (as such term is defined in ERISA). (d) To the Knowledge of MFB, no transaction prohibited by Section 406 of ERISA (and not exempt under Section 408 of ERISA or Section 4975 of the Code) has occurred with respect to any MFB Employee Plan which could result in the imposition, directly or indirectly, of an excise tax under Section 4975 of the Code. (e) The MFB Employee Plans have been administered maintained and operated in compliance in all material respects in accordance with its terms and with all the applicable provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder and all other Applicable Lawapplicable governmental laws and regulations. All contributions required to be made to the MFB Employee Plans at the date hereof have been made, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended contributions required to be qualified under Section 401(a) of made to the Code has received a favorable determination letter from MFB Employee Plans prior to the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit PlanEffective Time will have been made. There are no pending orunaccrued obligations or liabilities of MFB or any of the MFB Subsidiaries under any of the MFB Employee Plans. (f) To the Knowledge of MFB, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for there are no pending or threatened Legal Proceedings that would not reasonably be expected toclaims (other than routine claims for benefits) by, either individually on behalf of or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, against any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent MFB Employee Plans or any of its Subsidiaries to trust related thereto or any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISAfiduciary thereof. (cg) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither MFB nor any of its Subsidiaries has received made any notice that any such Benefit Plan is under audit payments, or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance agreement or any MFB Employee Plan, that under Section 409A of the Codeany circumstances could obligate it or its successor to make payments or deemed payments that, (iv) the transactions contemplated by this Agreement shall when made, would not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result because of the application of Section Sections 162(m) or 280G of the Code. (h) Except as required by COBRA, and (v) neither Emergent MFB nor any of its Subsidiaries has filed, any obligation to provide retiree welfare benefits (including health benefits) or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect post-termination welfare benefits (including health benefits) to any Benefit Plancurrent or former employees, directors, advisory directors, independent contractors or agents. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each Employee Benefit Plan maintained, or contributed to, by CNLRP, any Subsidiary of Emergent CNLRP or any ERISA Affiliate of CNLRP (a “CNLRP ERISA Affiliate”) (such plans together, the “CNLRP Employee Plans”) has been complies and its Subsidiaries. Correct and complete copies of has at all documents comprising such Benefit Plans, including: (i) all plan documents (ortimes complied, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding form and in full force operation and effectadministration, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all material respects in accordance with its terms and with all applicable provisions each of ERISACNLRP, the Code, CNLRP’s Subsidiaries and other Applicable Law, and Emergent and each CNLRP ERISA Affiliate Affiliates has performed and complied in all material respects with all of met its obligations under or with respect to such CNLRP Employee Plan and has made all required contributions thereto (or reserved such contributions on CNLRP Balance Sheet), in each such Benefit Plancase except as would not cause a CNLRP Material Adverse Effect. (b) With respect to CNLRP Employee Plans, including there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the reporting and disclosure obligations and fiduciary obligations under ERISAfinancial statements of CNLRP, in each case except for any failures to administer, operate, perform or comply that as would have no material effect on Emergent and its Subsidiaries, taken as not cause a whole. Any such Benefit Plan CNLRP Material Adverse Effect. (c) Each of CNLRP Employee Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter letters from the IRSIRS to the effect that such CNLRP Employee Plans is qualified and the plans and trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letterletter has been revoked and, to CNLRP’s Knowledge, revocation has not been threatened. Except as set forth in Schedule 3.16(b)No deadline has passed to file a determination letter request with respect to any amendments not covered by the before-described those determination letters. (d) Neither CNLRP, neither Emergent any Subsidiary of CNLRP nor any CNLRP ERISA Affiliate has (i) ever maintained a CNLRP Employee Plan which was ever subject to Section 412 of its Subsidiaries provides any post-employment the Code or retiree welfare benefits under any Benefit PlanTitle IV of ERISA or (ii) ever been obligated to contribute to a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No CNLRP Employee Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. (e) There are has been no pending ornonexempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, to Emergent’s knowledge, threatened Legal Proceedings relating with respect to any such Benefit CNLRP Employee Plan; except as would not, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, reasonably be expected to have a CNLRP Material Adverse Effect, there are not any current or threatened security interests, liens, claims, pledges, agreements, charges or other encumbrances of any nature on the assets of any CNLRP Employee Plan; the transactions contemplated herein will not directly or indirectly result in Liability that is material an increase of benefits, acceleration of vesting or acceleration of timing for payment of any benefit to Emergent and its Subsidiariesany participant or beneficiary, taken except as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined disclosed in Section 4975(e)(24.14(e) of CNLRP Disclosure Schedule. No claims have been made, or, to the Code and Section 3(14) Knowledge of ERISACNLRP, respectively) has engaged inafter due inquiry, or failed to engage in, any transactions are expected with respect to any bond or any fiduciary or other similar insurance with regard to the actions of any person in connection with any CNLRP Employee Plan, nor has there been, nor is there, to the Knowledge of CNLRP, after due inquiry, threatened any notice to any insurer under any such Benefit bond or policy with regard to any of such plans. No application for any bond or for any fiduciary or similar insurance policy has been issued subject to any qualification, condition or exclusion. No assets of any CNLRP Employee Plan that are reasonably likely invested, directly or indirectly, in real or personal property used by CNLRP or any ERISA Affiliate. There is sufficient liquidity of assets in each of the funded CNLRP Employee Plans to subject Emergent promptly pay for the benefits earned and other liabilities owed (in each case, in the ordinary course of plan activities) under such CNLRP Employee Plan. With respect to each CNLRP Employee Plan, no insurance contract, annuity contract, or other agreement or arrangement with any financial or other organization would impose any penalty, discount or other reduction on account of the withdrawal of assets from such organization or the change in the investment of such assets. (f) Neither CNLRP nor any of its Subsidiaries is a party to any oral or written (i) agreement with any stockholders, director, executive officer or other key employee of CNLRP or any of its Subsidiaries to any material Tax(A) the benefits of which are contingent, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan which are materially altered, upon the occurrence of Emergent and its Subsidiaries have been timely made a transaction involving CNLRP or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or nature of any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in Agreement, or (B) providing any paymentsterm of employment or compensation guarantee or (ii) agreement, plan or arrangement under which alone or, together with any other payments, shall fail person may receive payments from CNLRP or any of its Subsidiaries that may be subject to be deductible as a result the tax imposed by Section 4999 of the application Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Section 3.22 of the Seller Disclosure Schedule 3.16(a) sets forth contains a true and complete list of each Company Benefit Plan as of Emergent the date of this Agreement, excluding, for this and all purposes of this Section 3.22, any mandatory social insurance programs and funds that Seller and its SubsidiariesAffiliates are required to contribute to, and the actual payments made with respect to each Transferred Employee since his/her employment, and any Company Benefit Plan sponsored or required by any government, Governmental Authority or any Person other than Seller or its Affiliates. Correct Other than with respect to any Seller Plans that are publicly available on XXXXX, Seller has made available to Buyer or its agents or representatives, as applicable, true, correct and complete copies of all documents comprising such Benefit Plans, including: (i) each Company Benefit Plan, including all plan documents (oramendments thereto, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; description, if any, together with the summaries of material modifications, if any, and (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) as applicable, each trust agreement and insurance or group annuity Contract relating to any such Company Benefit Plan, have been provided to PJCif applicable. (b) All Benefit Plans of Emergent Seller and its Subsidiaries Affiliates have timely and fully made all contributions to social insurance programs and funds that are valid and binding and in full force and effectrequired to be paid for each Zhuhai Employee since his/her employment commenced. (c) With respect to each Company Benefit Plan, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each as applicable, (i) such Company Benefit Plan has been operated, maintained and administered and operated in all material respects in accordance with its terms and with all applicable provisions of ERISAApplicable Laws, the Code(ii) if intended to qualify for special tax treatment, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Company Benefit Plan that is meets all requirements for such treatment and (iii) if intended or required to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRSfunded and/or book-reserved, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Company Benefit Plan is fully funded except as would not result in a multiple employer welfare arrangement within material liability of the meaning of Section 3(40) of ERISACompany and/or book reserved in all material respects, as appropriate, based upon actuarial assumptions used in such Company Benefit Plan’s most recent actuarial valuation. (d) All contributions and all premium payments The Company has no obligation to provide health or other non-pension benefits to retired or other former employees, except as required by Applicable Law. (e) Other than as provided (A) in the form employment agreement attached hereto as Exhibit H or pursuant to any other Contracts with the Company to the extent such Contracts are consented to by Buyer (such consent not to be madeunreasonably withheld, conditioned or delayed), or (B) by Applicable Law (except requirements under any Contract which provides for payments in excess of what would otherwise be required by Applicable Law), neither the execution and required claims to be paid, under delivery of this Agreement nor the terms consummation of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result (either alone or in any payments, which alone or, together conjunction with any other payments, shall fail to be deductible as a event) will result in (i) the acceleration of the application time of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filedpayment or vesting, or is considering filingany payment or funding (through a grantor trust or otherwise) of compensation, equity awards or benefits payable by the Company, (ii) an application under obligation to pay any Transaction Incentive, (iii) the IRS Employee Plans Compliance Resolution System increase of an amount payable by the Company or (iv) any other liability to the Department of Labor’s Voluntary Fiduciary Correction Program Company to or with respect to any Benefit PlanTransferred Employee or any current or former employee, director or consultant of the Company. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a Agrium has made available to PCS true, complete list and correct copies of each Benefit Plan material health, medical, dental, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, share purchase, share-based compensation, disability, pension, retirement or supplemental retirement plan and each other material employee or director compensation or benefit plan, agreement or arrangement for the benefit of Emergent and its Subsidiaries. Correct and complete copies directors or former directors of all documents comprising such Benefit Agrium, consultants or former consultants of Agrium, employees or former employees of Agrium, which are maintained by, contributed to, or binding upon Agrium or in respect of which the Agrium has any actual or potential liability (the “Agrium Employee Plans”), including: and: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Agrium Employee Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated maintained and administered in material compliance with Section 409A its terms and is funded in accordance with applicable Laws; (ii) all required employer contributions under any such plans have been made in accordance with the terms thereof; (iii) each Agrium Employee Plan that is required or intended to be qualified under applicable Law or registered or approved by a governmental agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the Code and any proposed and final guidance under Section 409A of last qualification, registration or approval to materially adversely affect, or cause, the Codeappropriate governmental agency or authority to revoke such qualification, registration or approval; (iv) to the transactions contemplated by this Agreement shall not result in knowledge of Agrium, there are no material pending or anticipated claims or proceedings against or otherwise involving any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Agrium Employee Plans Compliance Resolution System and no material suit, action, proceeding or other litigation (excluding claims for benefits incurred in the Department ordinary course of Labor’s Voluntary Fiduciary Correction Program Agrium Employee Plan activities) has been brought against or with respect to any Benefit Agrium Employee Plan.; (ev) Schedule 3.16(eall contributions, reserves or premium payments required to be made to the Agrium Employee Plans have been made or accrued for in the books and records of Agrium in all material respects; and (vi) sets forth the execution and delivery of this Agreement or the consummation of the transactions contemplated herein will not under any Agrium Employee Plan result in, cause the accelerated vesting of, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, or director of Agrium, or will not limit the right of Agrium to amend, merge, terminate or receive a complete and correct list reversion of all Benefits Liabilities of Emergent and its Subsidiariesassets from any Agrium Employee Plan or related trust.

Employee Benefit Plans. BVU does not maintain any pension, retirement, profit sharing or similar employee benefit plan that is subject to the Employee Retirement Income and Security Act of 1974 as the same may be amended from time to time pursuant to which such entity's contribution requirement is made concurrently with the employee's contribution. BXG has a pension, profit sharing or other compensatory or similar plan of BXG (aherein after called a “Plan”) Schedule 3.16(a) sets forth providing for a complete list program of each Benefit deferred compensation for any employee or officer. No fact or situation, including but not limited to, any “Reportable Event,” as that term is defined in Section 4043 of the Employee Retirement Income Security Act of 1974 as the same may be amended from time to time (“Pension Reform Act”), exists or will exist in connection with any Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case BXG which might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or cause the appointment by the appropriate United States District Court of a Trustee to administer any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS Plan. No “Prohibited Transaction” with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement BXG within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A 406 of the Code) that Emergent Pension Reform Act exists or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program will exist with respect to any Plan upon the execution and delivery of the Acquisition Loan Documents or the performance by the parties hereto of their respective duties and obligations hereunder, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act. BXG will (1) at all times make prompt payment of contributions required to meet the minimum funding standards set forth in Sections 302 through 305 of the Pension Reform Act with respect to each Plan; (2) promptly, upon written request therefor, furnish to the Lender copies of each annual report required to be filed pursuant to Section 103 of the Pension Reform Act in connection with each Plan for each Plan Year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (3) notify the Lender immediately of any fact, including, but not limited, to any Reportable Event arising in connection with any Plan which might constitute grounds for termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan; and (4) notify the Lender of any “Prohibited Transaction” with respect to BXG as that term is defined in Section 406 of the Pension Reform Act, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act. BXG will not (a) engage in any Prohibited Transaction, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act or (b) terminate any such Plan in a manner which could result in the imposition of a lien on the property of BXG pursuant to Section 4068 of the Pension Reform Act. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aFor purposes of this Section 4.11, the Subsidiaries of Parent shall include any enterprise which, with Parent, forms or formed a controlled group of corporations, a group of trades or business under common control or an affiliated service group, within the meaning of section 414(b), (c) sets forth a complete list or (m) of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCCode. (b) All Benefit Plans employee benefit plans, programs, arrangements and agreements covering active, former or retired employees of Emergent Parent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunderwhich provide material benefits to such employees, or as to which Parent or any Subsidiary has any material liability or material contingent liability, are listed on Schedule 4.11(b) of the Parent Disclosure Letter (the "Parent Plans"). (c) Parent has made available to the Company a true, correct and complete copy of each of the Parent Plans, and all contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements, and record-keeping agreements, each as in effect on the date hereof. Each such Benefit In the case of any Parent Plan that is not in written form, the Company has been supplied with an accurate description of such Parent Plan as in effect on the date hereof. A true, correct and complete copy of the most recent annual report, actuarial report, accountant's opinion of the plan's financial statements, summary plan description and IRS determination letter with respect to each Parent Plan, to the extent applicable, and a current schedule of assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradable) held with respect to any funded Parent Plan have been made available to the Company. There have been no material changes in the financial condition in the respective plans from that stated in the annual reports and actuarial reports supplied that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) All Parent Plans comply in form and have been administered and operated in operation in all material respects with all applicable requirements of law, excluding any deficiencies that would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no event has occurred which will or could cause any such Parent Plan to fail to comply with such requirements, excluding any deficiencies that would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and no notice has been issued by any governmental authority questioning or challenging such compliance. (e) All required employer contributions under any such plans have been made and the applicable funds have been funded in accordance with its the terms and thereof, excluding any deficiencies that would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) To the extent applicable, Parent Plans comply, in all material respects, with all applicable provisions the requirements of ERISA, the CodeCode and any other applicable tax act and other laws, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Parent Plan that is intended to be qualified under Section section 401(a) of the Code has received a favorable determination letter from been determined by the IRS, IRS to be so qualified and nothing has occurred to cause the loss of such qualified status. (g) No Parent Plan is covered by Title IV of ERISA or section 412 of the Code. (h) There are no pending or anticipated claims against or otherwise involving any of the Parent Plans and no event suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of the Parent Plan activities) has occurred and been brought against or with respect to any Parent Plan. (i) Neither Parent nor any of its Subsidiaries has incurred or reasonably expects to incur any liability under subtitle C or D of Title IV of ERISA with respect to any "single- employer plan," within the meaning of section 4001(a)(15) of ERISA, currently or formerly maintained by Parent, any Parent Subsidiary or any entity which is considered one employer with Parent under section 4001 of ERISA. (j) Neither Parent nor any of its Subsidiaries has incurred or reasonably expects to incur any withdrawal liability under subtitle E of Title IV of ERISA with respect to any "multi-employer plan," within the meaning of section 4001(a)(3) of ERISA. (k) None of the assets of any Parent Plan is invested in employer securities or employer real property. (l) There have been no condition exists "prohibited transactions" (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Parent Plan that would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (m) There have been no acts or omissions by Parent or any of its Subsidiaries which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which Parent or any of its Subsidiaries may be liable that would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” Parent Material Adverse Effect. (n) Each Parent Plan which constitutes a "group health plan" (as defined in Section 4975(e)(2section 607(1) of ERISA or section 4980B(g)(2) of the Code), including any plans of current and former affiliates which must be taken into account under sections 4980B and 414(t) of the Code and Section 3(14) or section 601 of ERISA, respectively) has engaged inbeen operated in material compliance with applicable law, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any including coverage requirements of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or sections 4980B of the Code, Chapter 100 of the Code or Section 502(i), 502(c), 502(1) and section 601 through 608 of ERISAERISA to the extent such requirements are applicable. (co) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither Parent nor any of its Subsidiaries has received any notice that liability or contingent liability for providing, under any such Benefit Parent Plan is or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under audit or review by any Governmental Authority Part 6 of Title I of ERISA and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A section 4980B of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan. (ep) Schedule 3.16(e) sets forth a complete and correct list Obligations under the Parent Plans are properly reflected in the financial statements of all Benefits Liabilities of Emergent and its SubsidiariesParent.

Employee Benefit Plans. Except as disclosed in the MBI SEC Reports or as disclosed in Section 4.9 of the MBI Disclosure Schedule, there are no material employee benefit or compensation plans, agreements or arrangements, including "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (a"ERISA"), and including, but not limited to, plans, agreements or arrangements relating to former employees, including retiree medical plans, maintained by MBI or any of its subsidiaries or any entity which is under "common control" with MBI within the meaning of Section 4001 of ERISA ("Controlled Entity") Schedule 3.16(a) sets forth or material collective bargaining agreements to which MBI or any of its subsidiaries is a complete list party (together, the "Benefit Plans"). To MBI's best knowledge, no default exists with respect to the obligations of each MBI or any of its subsidiaries under any such Benefit Plan of Emergent and its SubsidiariesPlan, which default, either alone or in the aggregate, would have an MBI Material Adverse Effect. Correct and complete copies of all documents comprising Since January 1, 1999, there have been no disputes or grievances subject to any grievance procedure, unfair labor practice proceedings, arbitration or litigation under such MBI Benefit Plans, including: which have not been finally resolved, settled or otherwise disposed of, nor is there any default, or any condition which, with notice or lapse of time or both, would constitute such a default, under any such MBI Benefit Plans, by MBI or its subsidiaries or, to MBI's best knowledge, any other party thereto, which failure to resolve, settle or otherwise dispose of or default, either alone or in the aggregate, would have an MBI Material Adverse Effect. Since January 1, 1999, there have been no strikes, lockouts or work stoppages or slowdowns, or to the best knowledge of MBI, jurisdictional disputes or organizing activity occurring or threatened with respect to the business or operations of MBI or its subsidiaries which have had or would have an MBI Material Adverse Effect. MBI has made available to Palatin true, complete and correct copies of (i) all plan documents (orthe most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions description for each such Benefit Plan for which a such summary plan description is required; required and (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each plan document, trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect insurance contract related to any Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list All Employee Benefit Plans maintained or operated by eOn or under which it has any Liability are disclosed in Section 4.26 of each Benefit Plan of Emergent and its Subsidiariesthe eOn Disclosure Schedule. Correct eOn has delivered true and complete copies of all documents comprising such Employee Benefit Plans, including: (i) all plan documents (or, in Plans to Cortelco prior to the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJCdate hereof. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such eOn has received a current favorable determination letter for each Employee Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code. No act, omission, event, development, condition, or circumstance known to eOn has occurred or is existing that would cause any Employee Benefit Plan to become disqualified for purposes of Section 401(a) of the Code. (c) eOn is, and each Employee Benefit Plan is maintained and operated, in compliance with all applicable laws, rules, and regulations of all Governments relating to Employee Benefit Plans (including, without limitation, Section 401(a) of the Code and ERISA) and all the terms of such Employee Benefit Plan, except for such instances of non-compliance that in the aggregate have not had and could reasonably be expected not to have a Material Adverse Effect. eOn has received a favorable determination letter from not incurred any Liability to the IRS, or the DOL in connection with any Employee Benefit Plan. (d) All reports and no event has occurred descriptions of the Employee Benefit Plans (including, without limitation, IRS Form 5500 annual reports, summary annual reports, and no condition exists which would reasonably summary plan descriptions) required to be expected filed by eOn with the IRS, or the DOL on or before the date hereof have been timely filed, and as appropriate, have been timely provided to result the participants in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Employee Benefit Plan. Plans. (e) There are is no pending or, to Emergent’s knowledgethe knowledge of eOn, threatened Legal Proceedings claim, charge, demand, inquiry, investigation, action, suit, arbitration, or other legal proceeding relating to any such Employee Benefit Plan, except for pending claims for benefits thereunder made in the ordinary course. (f) The consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or threatened Legal Proceedings that would not reasonably payment, or increase the amount, of the compensation or benefits to be expected topaid or provided to any present or former officer or employee of eOn. No Contract or Employee Benefit Plan provides for any “excess parachute payment,” within the meaning of Section 4999 of the Code, either individually upon or in connection with the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) consummation of the Code and Section 3(14transactions contemplated by this Agreement. (g) of ERISA, respectively) eOn has engaged in, or failed to engage in, not been liable at any transactions with respect time for contributions to any such Employee Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA ERISA. (h) eOn has made in full all installments and other payments under each Employee Benefit Plan required to be paid on or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding before the date hereofof this Agreement. No such Benefit Plan is a multiple employer welfare arrangement There exists no “accumulated funding deficiency,” within the meaning of Section 3(40) 302 of ERISA. (d) All contributions ERISA and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A 412 of the Code, with respect to any Employee Benefit Plan, regardless of whether such deficiency has been waived. (ivi) eOn does not have, and the consummation of the transactions contemplated by this Agreement shall will not result in in, any payments, which alone or, together with Liability for (a) any other payments, shall fail to be deductible as a result minimum funding contribution required under Section 302(c)(11) of the application of ERISA or Section 280G 412(c)(11) of the Code, and (vb) neither Emergent nor any payment required under Section 302(e) of its Subsidiaries has filedERISA or Section 412(m) of the Code, (c) any lien imposed under Section 302(f) of ERISA or is considering filingSection 412(n) of the Code, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program (d) any excise tax imposed with respect to any Benefit Plan. an accumulated funding deficiency under Section 4971 of the Code, (e) Schedule 3.16(ethe termination of or withdrawal from any plan under Sections 4062, 4063, or 4064 of ERISA, or (f) sets forth a complete and correct list the withdrawal from any multi-employer plan under Section 4201 of all Benefits Liabilities of Emergent and its SubsidiariesERISA.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list of each Each Seller Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents sponsored or solely maintained by the Company or any Company Subsidiary, (ii) that Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan”. Section 4.13 of the Seller Disclosure Schedule contains a list, as of the date hereof, of each Assumed Benefit Plan. To the extent requested, in writing, by Purchaser, Seller has made available to Purchaser complete and correct copies, as of the date of this Agreement, of (A) each Assumed Benefit Plan (or, in the case of with respect to any such Assumed Benefit Plan that is unwrittennot in writing, an accurate description a summary of the terms thereof); , (iiB) any related trust agreement or other funding instrument with respect to any Assumed Benefit Plan, (C) the most recent summary plan descriptions description for each such Assumed Benefit Plan for which a summary plan description is required; required by applicable Law, (iiiD) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (5500s and financial statements, if applicable, for any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Assumed Benefit Plan, have been provided to PJC.and (E) the most recent IRS determination letter for, or prototype opinion letter covering, any Assumed Benefit Plan. Except as disclosed in Section 4.13 of the Seller Disclosure Schedule: (ba) All Each Assumed Benefit Plans of Emergent Plan has been established and its Subsidiaries are valid operated in compliance with all applicable Laws and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such each Assumed Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISAterms, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken in each case as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected toto have, either individually or in the aggregate, result in Liability that a Material Adverse Effect; (b) There is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any no audit or investigation pending (other “disqualified person” than routine qualification or “party in interest” (as defined in Section 4975(e)(2registration determination filings) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Assumed Benefit Plan that are before any Governmental Authority and, to Seller’s Knowledge, no such audit or investigation has been threatened, except in each case as would not reasonably likely be expected to subject Emergent have, individually or any of its Subsidiaries to any material Taxin the aggregate, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA.a Material Adverse Effect; (c) Except as set forth Other than claims by Former Employees, Employees or beneficiaries for benefits received in Schedule 3.16(c)the ordinary course under an Assumed Benefit Plan, no none of Seller, the Company or any of their respective Subsidiaries has received written notice of any pending material claim under or relating to an Assumed Benefit Plan of Emergent and its Subsidiariesmade by any Former Employee, and no employee benefit plan contributed Employee or beneficiary that is eligible to by participate therein nor, to Seller’s Knowledge, is any such material claim threatened, or are there facts that would give rise to such material claims, relating to an ERISA Affiliate, Assumed Benefit Plan; (d) No Assumed Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code Code; and (e) Except as set forth on Section 4.13(e) of the Seller Disclosure Schedule and if Purchaser complies with its obligations to make offers of employment to the Employees in accordance with Section 7.01, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall (i) result in any material payment (including severance, change in control or otherwise) becoming due to any Employee under any Seller Benefit Plan, (ii) materially increase any benefits otherwise payable under any Seller Benefit Plan to any Employee or (iii) result in the acceleration of time of payment or vesting of any such benefits under any Seller Benefit Plan, except, in the case of the foregoing clauses (i), (ii), and (iii), for any payments or benefits for which Seller or any of its Affiliates (other than the Company or any Company Subsidiary) shall be solely liable. (f) Neither the Company nor any Company Subsidiary has any material liability, direct or indirect, contingent or otherwise (including any liability arising out of any indemnification, guarantee, hold harmless or similar agreement) relating to any “employee benefit plan” as defined in Section 302 3(3) of ERISA, and neither Emergent whether or any not subject to ERISA, that is (i) subject to Title IV of ERISA Affiliate has contributed to any such plan during or Section 412 of the six year period immediately preceding the date hereof. No such Benefit Plan is Code, (ii) a multiple employer welfare arrangement “multiemployer plan” within the meaning of Section 3(404001(a)(3) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A) of ERISA. (dg) All contributions and all premium payments required The Seller 401(k) Plan that is intended to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (qualified within the meaning of Section 409A of the Code401(a) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (vany related trust established in connection with the Seller 401(k) neither Emergent nor any Plan that is intended to be exempt under 501(a) of its Subsidiaries the Code, has filedreceived a timely favorable determination, or is considering filing, an application under advisory and/or opinion letter from the IRS Employee Plans Compliance Resolution System on the current form of the Seller 401(k) Plan or has timely applied for such favorable determination, advisory and/or option letter which is still pending, covering all of the Department provisions applicable to the Seller 401(k) Plan for which determination, advisory and/or opinion letters are currently available, that the Seller 401(k) Plan is so qualified and the related trust is so tax exempt and, to Seller’s Knowledge, no event has occurred or condition exists that would cause the loss of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plansuch qualified or tax-exempt status. (eh) Schedule 3.16(eExcept as would not reasonably be expected to result in any material Liability to the Company or any Company Subsidiary, all contributions or other remittances required to be made to an Assumed Benefit Plan have been timely made. (i) sets forth a complete No Assumed Benefit Plan provides for or promises, or has ever provided for or promised, retiree or other post-employment medical, disability or life insurance benefits to any Employee, Former Employee or beneficiary, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or other applicable Law. (j) With respect to each Assumed Benefit Plan outside the United States and correct list except in each case as would not reasonably be expected to result, individually or in the aggregate, in any material Liability to the Company or any Company Subsidiary, (i) each such Assumed Benefit Plan is in compliance with applicable Law regarding employee benefits, mandatory contributions and retirement plans of all Benefits Liabilities of Emergent each applicable jurisdiction; and its Subsidiaries(ii) each such Assumed Benefit Plan required to be registered has been registered and has been maintained in good standing under applicable Law.

Employee Benefit Plans. (a) Section 4.12(a) of the Parent Confidential Disclosure Schedule 3.16(a) sets forth a complete list lists as of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of the date hereof all documents comprising such Parent Benefit Plans, including: excluding agreements with former employees under which the Company has no remaining obligations. There have been made available to the Company copies of (i) all plan documents (oreach such written Parent Benefit Plan, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each such Parent Benefit Plan for which required to make such a summary plan description is required; filing, and (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to actuarial valuation for each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Parent Benefit Plan, have been provided if any, that is subject to PJCTitle IV of ERISA. (b) All Except as set forth in Section 4.12(b) of the Parent Confidential Disclosure Schedule, (i) all Parent Benefit Plans are in compliance with the requirements prescribed by any and all statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Emergent and its Subsidiaries are valid and binding and in full force and effectLabor, the PBGC, the IRS or Secretary of the Treasury), and there are no material defaults by Emergent or any Parent and each of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated have performed their respective obligations required to be performed by them under, are not in all respects in accordance with its terms and with all applicable provisions of ERISA, the Codedefault under or violation of, and have no knowledge of any default or violation by any other Applicable Lawparty to, and Emergent and each ERISA Affiliate has performed and complied in all respects with all any of its obligations under or with respect to each such the Parent Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISAPlans, except for any instances of non-compliance, failures to administerperform, operate, perform or comply defaults or violations that would not, either individually or in the aggregate, have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Material Adverse Effect; (ii) each Parent Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has received and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and no event and, to Parent’s knowledge, nothing has occurred and no condition exists which would may reasonably be expected to result impair such determination; (iii) all obligations in respect of each Parent Benefit Plan have been properly accrued and reflected in the revocation of any such determination letter. Except as set forth Parent’s most recent financial statements contained in Schedule 3.16(b)the Parent SEC Filings, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, (iv) all contributions required to Emergent’s knowledge, threatened Legal Proceedings relating be made to any such Parent Benefit Plan pursuant to Section 412 of the Code, or the terms of the Parent Benefit Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Parent Benefit Plan, no “reportable event” within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vi) neither Parent nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) No Parent Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. Parent and each ERISA Affiliate are in compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder, except for pending or threatened Legal Proceedings that where the failure to so comply would not reasonably be expected tonot, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as have a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISAMaterial Adverse Effect. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent Neither Parent nor any of its Subsidiaries maintains, sponsors, contributes or has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program liability with respect to any Benefit Planemployee benefit plan, program or arrangement that provides benefits to non-resident aliens with no U.S. source income outside of the United States. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a A complete and correct list of each Scripps Benefit Plan as of Emergent the date hereof is set forth on Section 7.17(a) of the Scripps Disclosure Schedule. Scripps has made available to Journal true and its Subsidiaries. Correct and complete correct copies of all documents comprising such Benefit Plans, including: the following (to the extent applicable): (i) all written plan documents (or, in the case of any such and all amendments thereto for each Scripps Benefit Plan that (or to the extent no such copy exists, or Scripps Benefit Plan is unwrittennot in writing, an accurate a written description of the material terms thereof); , and (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iiidescription. Except as set forth on Section 7.17(a) of the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit PlanScripps Disclosure Schedule, have been provided to PJC. (b) All Benefit Plans none of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or Scripps nor any of its Subsidiaries thereunderis the sponsor or plan administrator of any Benefit Plan. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Scripps Benefit Plan that is intended to be a “qualified plan” under Section 401(a) of the Code is so qualified and either has received a favorable determination letter or prototype opinion letter from the IRS, IRS and no event nothing has occurred and no condition exists which would that could reasonably be expected to result in adversely affect the revocation qualification of any such determination letter. plan. (b) Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in on Section 4975(e)(27.17(b) of the Code and Section 3(14) of ERISAScripps Disclosure Schedule, respectively) has engaged in, or failed to engage in, any transactions with respect to any such each Scripps Benefit Plan that are reasonably likely to subject Emergent or any of has been established and is being operated in compliance in all material respects with its Subsidiaries to any material Taxterms and Applicable Law, damages or penalties imposed by Section 409A, 4975 or 4980B of including ERISA and the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISACode. (c) Except as set forth on Section 7.17(c) of the Scripps Disclosure Schedule, no Scripps Benefit Plan, either individually or collectively, provides for any payment that could result in Schedule 3.16(cthe payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the Transactions. Except as set forth in Section 7.17(c) of the Scripps Disclosure Schedule, the disallowance of a deduction under Section 162(m) of the Code for remuneration will not apply to any amount paid or payable by Scripps under any Contract, Benefit Plan, program or arrangement. (d) Except as set forth on Section 7.17(d) of the Scripps Disclosure Schedule, or as contemplated by the Employee Matters Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager or director to compensation or benefits under any Scripps Benefit Plan, (ii) result in any payment becoming due (for severance or termination pay or otherwise), no Benefit Plan or increase the amount of Emergent and any compensation due, to any current or former employee, manager or director of Scripps or any of its Subsidiaries, (iii) increase any benefits otherwise payable under any Scripps Benefit Plan, or (iv) result in any liability of Scripps or any of its Subsidiaries for any benefits, premiums, or costs associated with any Scripps Benefit Plan that is a welfare benefit plan. (e) Except as set forth on Section 7.17(e) of the Scripps Disclosure Schedule, (i) none of Scripps nor any of its Subsidiaries, within the last five (5) years, has contributed to, nor ever has been required to contribute to, nor has any liability to, any multiemployer plan, and (ii) no employee benefit plan contributed to by an ERISA Affiliate, Scripps Benefit Plan is (A) subject to Title IV of ERISA or Section 412 of the Code or Section 302 Title IV of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan (B) is a “multiple employer welfare arrangement plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (C) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (D) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state law. (df) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Each Scripps Benefit Plan of Emergent complies in form and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority operation and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code Code, and none of Scripps or any proposed and final guidance under of its Subsidiaries has reported, or is required to report, any violations of Section 409A of the Code. (g) Except as provided in Section 7.17(g) of the Scripps Disclosure Schedule, (iv) the transactions contemplated by this Agreement shall not result Scripps can unilaterally amend, terminate, or discontinue participation in any paymentsScripps Benefit Plan at any time, which alone orincluding, together with but not limited to, any other paymentsseverance, shall fail termination, or retention program. (h) With respect to be deductible as a result of the application of each group health plan benefiting any current or former Scripps Employee that is subject to Section 280G 4980B of the Code, or was subject to Section 162(k) of the Code, Scripps has complied in all material respects with (i) the continuation coverage requirements of Section 4980B of the Code and Section 162(k) of the Code, as applicable, and Part 6 of Subtitle B of Title I of ERISA; (ii) the Health Insurance Portability and Accountability Act of 1996, as amended; and (viii) neither Emergent nor any the Patient Protection and Affordable Care Act of its Subsidiaries 2010, as amended. (i) With respect to each group health plan that is subject to Section 1862(b)(1) of the Social Security Act (42 U.S.C. § 1395y(b), Scripps has filedcomplied in all material respects with the secondary payer requirements of Section 1862(b)(1) of such Act. (j) There is no pending or, to the Knowledge of Scripps, threatened assessment, complaint, proceeding, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System investigation of any kind in any court or the Department of Labor’s Voluntary Fiduciary Correction Program Governmental Authority with respect to any Scripps Benefit Plan (other than routine claims for benefits), nor is there any basis for one. (k) All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any Scripps Benefit Plan have been paid, made or accrued. (l) With respect to any insurance policy providing funding for benefits under any Scripps Benefit Plan, (i) there is no liability of Scripps, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of Scripps, no such proceedings with respect to any insurer are imminent. (m) Scripps has not agreed or committed to institute any new plan, program, arrangement or agreement for the benefit of employees or former employees of Scripps other than the Scripps Benefit Plans identified on Section 7.17(m) of the Scripps Disclosure Schedule, or to make any amendments to any of the Scripps Benefit Plans. (n) Each individual who is classified by Scripps as an independent contractor or contract worker has been properly classified by Scripps for the purposes of participation under each Scripps Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aExcept as set forth in Section 4.10 of the Parent Disclosure Letter and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Parent: (A) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent Parent or any of its Subsidiaries thereunder. Each such Benefit Plan Parent Subsidiary (the "PARENT BENEFIT PLANS") has been administered and operated is in all respects in accordance compliance with its the terms of such plan and with all applicable provisions laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in sec tion 406 of ERISA or section 4975 of the Code, and other Applicable Law, and Emergent and each ERISA Affiliate ) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has performed and complied in all respects with all of its obligations under or heretofore occurred with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Parent Benefit Plan that is and (C) each Parent Benefit Plan intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS, IRS regarding its qualified status and no event notice has occurred and been received from the IRS with respect to the revocation of such qualification. (b) There is no condition exists which would litigation or administrative or other proceeding involving any Parent Benefit Plan nor has the Parent or any Parent Subsidiary received notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to result in have a Material Adverse Effect on the revocation of any such determination letterParent. Except as set forth in Schedule 3.16(b), neither Emergent Neither the Parent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither EmergentParent Subsidiary has incurred, nor, to the Parent's knowledge, is reasonably likely to incur any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions withdrawal liability with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation "multiemployer plan” " (within the meaning of Section 409A section 3(37) of ERISA) which remains unsatisfied in an amount which could reasonably be expected to have a Material Adverse Effect on the Code) that Emergent Parent. The termination of, or withdrawal from, any Parent Benefit Plan or multiemployer plan to which the Parent or any Parent Subsidiaries contributes, on or prior to the Closing Date, will not subject the Parent or any Parent Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planliability under Title IV of ERISA that could reasonably be expected to have a Material Adverse Effect on the Parent. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Schedule 3.16(a) sets forth a complete list the Parent Borrower, each of its Subsidiaries and each Benefit Plan of Emergent their respective ERISA Affiliates are in compliance with all applicable provisions and its Subsidiaries. Correct requirements of ERISA and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) Code and the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS regulations and published interpretations thereunder with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Employee Benefit Plan, and have been provided to PJC. performed all their obligations under each Employee Benefit Plan; (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such each Employee Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that which is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination letter from the IRSInternal Revenue Service indicating that such Employee Benefit Plan is so qualified, and no event and, to the knowledge of a Responsible Officer of the Parent Borrower, nothing has occurred and no condition exists subsequent to the issuance of such determination letter which would reasonably be cause such Employee Benefit Plan to lose its qualified status; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to result in be incurred by the revocation of any such determination letter. Except as set forth in Schedule 3.16(b)Parent Borrower, neither Emergent nor any of its Subsidiaries provides or any post-employment of their ERISA Affiliates; (d) no ERISA Event or retiree welfare benefits under any Benefit Plan. There Canadian Pension Event has occurred or is reasonably expected to occur; (e) the Parent Borrower and each of its Subsidiaries are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent compliance with all applicable provisions and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) requirements of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions applicable laws with respect to any each Canadian Pension Plan and have performed all their obligations under each Canadian Pension Plan; (f) all Canadian Pension Plans have been established, administered, maintained and funded in accordance with the terms of such Benefit Canadian Pension Plan and all applicable laws; and (g) each Canadian Pension Plan that is intended to qualify for tax- preferred or tax-exempt treatment has been duly registered or qualified, as applicable, in accordance with applicable laws, and nothing has subsequently occurred which would cause such Canadian Pension Plan to lose such status; and (h) no taxes, penalties or fees are reasonably likely to subject Emergent owing or exigible under any Canadian Pension Plan. As of the date of this Agreement, none of the Parent Borrower or any of its Subsidiaries sponsors, maintains, contributes to or has any material Tax, damages liability or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth contingent liability in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms respect of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Canadian Defined Benefit Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Section 6.13 of the NAM Disclosure Letter contains a complete list of each all material NAM Benefit Plan Plans of Emergent NAM and its the NAM Business Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent Except to the extent such matters, individually or in the aggregate, have not had and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with not reasonably likely to have a NAM Material Adverse Effect: all applicable provisions of ERISA, the Code, reporting and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or disclosure requirements have been met with respect to each such the NAM Benefit PlanPlans; to the extent applicable, including the reporting NAM Benefit Plans comply with the requirements of ERISA and disclosure obligations the Code or with the regulations of any applicable jurisdiction, and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such NAM Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRSInternal Revenue Service (or is entitled to rely upon a favorable opinion letter issued by the Internal Revenue Service). (c) The NAM Benefit Plans have been maintained and operated in accordance with their terms, and, to Xxxxxx and NAM’s knowledge, there are no event has occurred and no condition exists which would reasonably be expected to result breaches of fiduciary duty in connection with the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any NAM Benefit Plan. There Plans; there are no pending or, to EmergentXxxxxx and NAM’s knowledge, threatened Legal Proceedings relating to claims against or otherwise involving any such NAM Benefit Plan, except and no suit, action or other litigation (excluding routine claims for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or benefits incurred in the aggregate, result in Liability that is ordinary course of NAM Benefit Plan activities) has been brought against or with respect to any NAM Benefit Plan. (d) All material contributions required to Emergent and its Subsidiaries, taken be made as a whole. Neither Emergent, nor, of the date of this Agreement to the NAM Benefit Plans have been made or provided for; with respect to any other “disqualified personemployee pension benefit plans,” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(143(2) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA and have been maintained or contributed to within six years prior to the Effective Time by NAM, its Subsidiaries or any of their ERISA Affiliates, (i) neither NAM nor any of its Subsidiaries or ERISA Affiliates has incurred any direct or indirect liability under Title IV of ERISA in connection with any termination thereof or withdrawal therefrom; and (ii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, and neither Emergent whether or not waived. (e) No NAM Benefit Plan (including for such purpose, any employee benefit plan described in Section 3(3) of ERISA which NAM or any of its Subsidiaries or ERISA Affiliate has Affiliates maintained, sponsored or contributed to any such plan during within the six six-year period immediately preceding the date hereof. No such Benefit Plan Effective Time) is (i) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), (ii) a “multiple employer welfare arrangement plan” (within the meaning of Section 3(40413(c) of ERISAthe Code) or (iii) subject to Title IV or Section 302 of ERISA or Section 412 of the Code. (df) All contributions Except as set forth in Section 6.13(f) of the NAM Disclosure Letter, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) shall cause any payments or benefits to any employee, officer or director of NAM or any of its Subsidiaries to be either subject to an excise tax or non-deductible to NAM under Sections 4999 and all premium payments 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be madetriggered. (g) The execution of, and required claims to be paidperformance of the transactions contemplated by, under this Agreement will not (either alone or upon the terms occurrence of any additional or subsequent events) that will or may result in any payment (whether of severance pay, compensation, benefits or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any employee of NAM or any Subsidiary thereof. (h) No NAM Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Emergent and its Subsidiaries have been timely made NAM or reserves established therefor on the Financial Statements, which reserves are adequate in all material respectsany Subsidiary of NAM for periods extending beyond their retirement or other termination of service other than (i) coverage mandated by Applicable Laws, (ii) neither Emergent nor death benefits under any of its Subsidiaries has received any notice that any such Benefit Plan is under audit “pension plan” or review by any Governmental Authority and no audit or review is pending, (iii) any benefits the full cost of which is borne by the current or former employee (or his beneficiary). (i) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a NAM Material Adverse Effect, each NAM Benefit Plan of Emergent and its Subsidiaries which that is a “nonqualified deferred compensation plan” (within the meaning as defined for purposes of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated in documentary and administered in material operational compliance with Section 409A of the Code and the applicable guidance issued thereunder. NAM does not have any proposed and final guidance obligation to pay a tax gross-up or otherwise reimburse or compensate any person for any tax-related payments under Section 409A or 4999 of the Code. (j) From January 1, 2018 to the date of this Agreement, except in the ordinary course of business consistent with past practice, there has not been (i) any granting, or any commitment or promise to grant, by NAM or any of its Subsidiaries to any officer of NAM or any of its Subsidiaries of (A) any increase in compensation or (B) any increase in severance or termination pay (other than increases in severance or termination pay as a result of an increase in compensation in accordance with Section 6.13(j)(i)(A)), (ii) any entry by NAM or any of its Subsidiaries into any employment, severance or termination agreement with any person who is an employee of NAM or any of its Subsidiaries at any time on or after the date of this Agreement, (iii) any increase in, or any commitment or promise to increase, benefits payable or available under any pre-existing NAM Benefit Plan, except in accordance with the pre-existing terms of that NAM Benefit Plan, (iv) the transactions contemplated by this Agreement shall not result in any paymentsestablishment of, which alone oror any commitment or promise to establish, together with any other paymentsnew NAM Benefit Plan, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any amendment of its Subsidiaries has filedany existing stock options, stock appreciation rights, performance awards or restricted stock awards or (vi) except in accordance with and under pre-existing compensation policies, any grant, or is considering filingany commitment or promise to grant, an application under the IRS Employee Plans Compliance Resolution System any stock options, stock appreciation rights, performance awards, or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Planrestricted stock awards. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Investors Bancorp has Previously Disclosed a complete list of each Benefit Plan of Emergent all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, employee stock ownership, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare benefit, and its Subsidiaries. Correct fringe benefit plans and complete copies of all documents comprising such other benefit practices, policies and arrangements maintained by Investors Bancorp or any Investors Bancorp Subsidiary and in which employees in general may participate (the “Investors Compensation and Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof”); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans To the Knowledge of Emergent Investors Bancorp, each Investors Compensation and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been operated and administered and operated in all material respects in accordance with its terms and with all applicable provisions of law, including, but not limited to, ERISA, the CodeIRC, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, HIPAA, and other Applicable Lawany regulations or rules promulgated thereunder, and Emergent all material filings, disclosures and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under notices required by ERISA, except the IRC, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, and HIPAA and any other applicable law have been timely made or any interest, fines, penalties or other impositions for any failures to administer, operate, perform or comply that would late filings have no material effect on Emergent been paid in full. Each Investors Compensation and its Subsidiaries, taken as a whole. Any such Benefit Plan that which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code IRC has received a favorable determination letter from the IRSIRS or is entitled to rely on a determination letter issued to the sponsor of a master or prototype plan, and Investors Bancorp is not aware of any circumstances which are reasonably likely to result in revocation of any such favorable determination letter. There is no event material pending or, to the Knowledge of Investors Bancorp, threatened action, suit or claim relating to any of the Investors Compensation and Benefit Plans (other than routine claims for benefits). Neither Investors Bancorp nor any Investors Bancorp Subsidiary has occurred engaged in a transaction, or omitted to take any action, with respect to any Investors Compensation and Benefit Plan that would reasonably be expected to subject Investors Bancorp or any Investors Bancorp Subsidiary to a material unpaid tax or penalty imposed by either Section 4975 of the IRC or Section 502 of ERISA. (c) No liability to any Governmental Entity, other than PBGC premiums arising in the ordinary course of business, has been or is expected by Investors Bancorp or any Investors Bancorp Subsidiary with respect to any Investors Compensation and Benefit Plan which is subject to Title IV of ERISA (“Investors Defined Benefit Plan”) currently or formerly maintained by Investors Bancorp or any entity which is considered one employer with Investors Bancorp under Section 4001(b)(1) of ERISA or Section 414 of the IRC (an “Investors ERISA Affiliate”). No Investors Defined Benefit Plan had an “accumulated funding deficiency” (as defined in Section 431 of the IRC), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof. The fair market value of the assets of each Investors Defined Benefit Plan exceeds the present value of the benefits guaranteed under Section 4022 of ERISA under such Investors Defined Benefit Plan as of the end of the most recent plan year with respect to the respective Investors Defined Benefit Plan ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Investors Defined Benefit Plan as of the date hereof; and no condition exists notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Investors Defined Benefit Plan within the 12-month period ending on the date hereof. Neither Investors Bancorp nor any of its Investors Subsidiaries has provided, or is required to provide, security to any Investors Defined Benefit Plan or has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result in the revocation imposition of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits a lien under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2412(n) of the Code and Section 3(14) of IRC or pursuant to ERISA, respectively) has engaged in, or failed to engage in, . Neither Investors Bancorp nor any transactions with respect to Investors Bancorp Subsidiary nor any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any Investors ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of “multiemployer plan,” as defined in Section 3(403(37) of ERISA, on or after January 1, 1998. (d) All material contributions and all premium payments required to be made, and required claims to be paid, made under the terms of any Investors Compensation and Benefit Plan of Emergent have been timely made, and all anticipated contributions and funding obligations are accrued on Investors Bancorp’s consolidated financial statements to the extent required by GAAP. Investors Bancorp and its Subsidiaries have been timely made or reserves established therefor on expensed and accrued as a liability the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any present value of its Subsidiaries has received any notice that any such future benefits under each applicable Investors Compensation and Benefit Plan is under audit or review for financial reporting purposes to the extent required by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanGAAP. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aSection 2.16(a) of the EchoStar Disclosure Letter sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete all material EchoStar Plans. (b) EchoStar has made available to DISH copies of all documents comprising such Benefit Plansof, includingto the extent applicable: (i) all the plan documents document for each material EchoStar Plan (or, in the case of any such Benefit Plan that is unwrittenunwritten material EchoStar Plans, an accurate description written descriptions thereof); (ii) the most recent summary plan descriptions for annual report (Form Series 5500 and all schedules and financial statements attached thereto) with respect to each such Benefit Plan for which a summary plan description is requiredmaterial EchoStar Plan; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS summary plan description with respect to each such Benefit Plan (if any such report is required)material EchoStar Plan; and (iv) each trust agreement and insurance the most recent IRS determination or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or opinion letter issued with respect to each such Benefit EchoStar Plan intended to be qualified under Section 401(a) of the Code; and (v) all material correspondence with any Governmental Entity regarding any EchoStar Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit . (c) Each EchoStar Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter, if applicable) from the IRSIRS stating that such EchoStar Plan is so qualified, and, to the knowledge of EchoStar, no circumstances exist and no event events have occurred that would reasonably be expected to affect the qualified status of such EchoStar Plan. Each EchoStar Plan has occurred been operated in compliance with its terms and with all applicable Legal Requirements in all material respects. Without limiting the foregoing, except as would not reasonably be expected to have, individually or in the aggregate, an EchoStar Material Adverse Effect, no liability under Title IV of ERISA has been incurred by EchoStar or any of its ERISA Affiliates that has not been satisfied in full and, to the knowledge of EchoStar, no condition exists which that presents a risk to EchoStar of incurring such liability. (d) Except as set forth on Section 2.16(d) of the EchoStar Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with any other event): (i) entitle any current or former employee, officer, director or independent contractor of EchoStar or any EchoStar Subsidiary to any payment or benefit; (ii) materially increase the amount of any compensation or other benefits otherwise payable by EchoStar or any EchoStar Subsidiary; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation or other benefits; or (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or independent contractor of EchoStar or any EchoStar Subsidiary. No EchoStar Plan provides for any gross-up, make-whole or other similar payment or benefit in respect of any taxes under Section 4999 of the Code or Section 409A of the Code. (e) Each EchoStar Plan has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom. No EchoStar Plan provides health or other welfare benefits to retirees or other former employees or service providers of EchoStar or any EchoStar Subsidiary other than pursuant to applicable Legal Requirements (including Section 4980B of the Code). There are no claims pending or, to the knowledge of EchoStar, threatened (other than routine claims for benefits in the ordinary course of business consistent with past practice), or Legal Proceedings, and, to the knowledge of EchoStar, no circumstance exists that would reasonably give rise to a claim or Legal Proceeding, against EchoStar Plans, any fiduciaries thereof or the assets of any trusts related thereto that, in each case, would reasonably be expected to result in the revocation any material liability of EchoStar or any such determination letterEchoStar Subsidiary. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected toto have, either individually or in the aggregate, result in Liability that is material an EchoStar Material Adverse Effect, (i) all contributions required to Emergent be made to any EchoStar Plan by applicable Legal Requirements or otherwise, and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” (ii) all premiums due or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions payable with respect to insurance policies funding any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material TaxEchoStar Plan, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor paid in full or, to the extent not required to be made or paid, have been fully reflected on the Financial Statementsbooks and records of EchoStar. (f) Each material EchoStar Plan that is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any current or former employee or other service provider of EchoStar or any EchoStar Subsidiary (or any dependent thereof) who resides outside of the United States (each without regard to materiality, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Foreign Plan”) is set forth on Section 409A 2.16(f) of the CodeEchoStar Disclosure Letter. EchoStar has made available to DISH the plan document for each material Foreign Plan (in the case of unwritten material Foreign Plans, written descriptions thereof). With respect to each Foreign Plan, except as would not reasonably be expected to have, individually or in the aggregate, an EchoStar Material Adverse Effect: (i) that Emergent or any Subsidiary thereof is a party to such Foreign Plan has been operated maintained, funded and administered in material compliance with Section 409A applicable Legal Requirements and the requirements of the Code such Foreign Plan’s governing documents and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any applicable collective bargaining or other payments, shall fail to be deductible as a result of the application of Section 280G of the Codeworks council agreements, and (vii) neither Emergent nor any of its Subsidiaries such Foreign Plan has filed, or is considering filing, an application under obtained from the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Governmental Entity having jurisdiction with respect to such Foreign Plan any Benefit required determinations, if any, that such Foreign Plan is in compliance in all material respects with the applicable Legal Requirements and regulations of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan. (eg) Schedule 3.16(e) sets forth a complete and correct list On the date of all Benefits Liabilities grant of Emergent and its Subsidiarieseach EchoStar Option, the per share exercise price of each such EchoStar Option was at least equal to the fair market value of one share of EchoStar Common Stock on such date.

Employee Benefit Plans. (a) Schedule 3.16(aExcept as would not, individually or in the aggregate, have a Material Adverse Effect, each “employee benefit plan” (within the meaning of Section 3(3) sets forth a complete list of each Benefit Plan of Emergent ERISA), and its Subsidiaries. Correct all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor, such plans, agreements, programs, policies and complete copies of all documents comprising such arrangements collectively referred to as “Univest Benefit Plans, including: (i”) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been established and administered and operated in all respects in accordance with its terms and in compliance with all the applicable provisions of ERISA, the Code, Code and other Applicable Lawapplicable laws, rules and Emergent and regulations; (ii) each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Univest Benefit Plan that which is intended to be qualified under within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRSas to its qualification, and with respect to all plan document qualification requirements for which the applicable remedial amendment period under Section 401(b) of the Code has closed, any amendments required by such determination letter were made as and when required by such determination letter, and, to the Knowledge of Univest, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) to the Knowledge of Univest, no event has occurred and no condition exists which would that is reasonably likely to subject Univest or any Univest Subsidiary, solely by reason of its affiliation with any past or present “ERISA Affiliate”, to any Tax, fine, Lien, penalty or other liability imposed by ERISA or the Code; and (iv) all contributions required to be made under the terms of any Univest Benefit Plan have been timely made or, if not yet due, have been properly reflected in Univest financial statements in accordance with GAAP. (b) Univest and the Univest Subsidiaries currently maintain a defined benefit pension plan within the meaning of ERISA Section 3(2). Univest Disclosure Schedule 5.24 contains a copy of the most recent determination letter from the IRS with respect to such plan. None of the Univest Benefit Plans is a “multiemployer plan” (within the meaning of ERISA Section 3(37)) and none of Univest, the Univest Subsidiaries, or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied. (c) With respect to any Univest Benefit Plan, the assets of any trust under such Univest Benefit Plan, Univest Benefit Plan sponsor, Univest Benefit Plan fiduciary or Univest Benefit Plan administrator, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Univest, threatened and (ii) to the Knowledge of Univest, no facts or circumstances exist that could reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating give rise to any such Benefit Planactions, except for pending suits or threatened Legal Proceedings that claims. (d) Except as would not reasonably be expected tonot, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiarieshave a Material Adverse Effect, taken as a whole. Neither Emergentall Univest Benefit Plans which provide for the deferral of compensation, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has , have been operated and administered in material good faith compliance with Section 409A of the Code Code. No outstanding stock options and any proposed and final guidance under no shares of restricted stock are subject to Section 409A of the Code, . (ive) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor incurred by Univest or any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program Univest Subsidiary with respect to any ongoing, frozen, or terminated Univest Benefit Plan. (ef) Schedule 3.16(eNo notice of a reportable event within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has been waived, has been required to be filed for any Univest Benefit Plan within the past twelve (12) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiariesmonths.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth a complete list Borrower, each of its Subsidiaries and each Benefit Plan of Emergent their respective ERISA Affiliates are in compliance with all applicable provisions and its Subsidiaries. Correct requirements of ERISA, and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (orthe Code and, in each case, the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS regulations and published interpretations thereunder with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Employee Benefit Plan, and have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in performed all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its their obligations under or with respect to each such Employee Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISAin each case, except for any failures to administer, operate, perform or comply that would have no in all material effect on Emergent and its Subsidiaries, taken as a wholerespects. Any such Each Employee Benefit Plan that which is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination letter from the IRSInternal Revenue Service indicating that such Employee Benefit Plan is so qualified and, and no event to the knowledge of any Credit Party, nothing has occurred and no condition exists subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No liability under Title IV of ERISA to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b)be incurred by Borrower, neither Emergent nor any of its Subsidiaries provides or any post-employment of their ERISA Affiliates. No ERISA Event has occurred or retiree welfare benefits under any Benefit Planis reasonably expected to occur. There are no pending or, to Emergent’s knowledgethe knowledge of Borrower or any of its Subsidiaries, threatened Legal Proceedings relating claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Employee Benefit Plan, except for pending or threatened Legal Proceedings Plan that would not could reasonably be expected toto have a Material Adverse Effect. There has been no violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None of Borrower, either individually any of its Subsidiaries or any of their respective ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. Except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates that would reasonably be expected to result in a material liability to Borrower or any of its Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the aggregatemost recent actuarial valuation for such Pension Plan), result did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interestdefault” (as defined in Section 4975(e)(2) of the Code and Section 3(144219(c)(5) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely payments to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Multiemployer Plan. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (ai) Section 5.03(p)(i) of the JCB Disclosure Schedule 3.16(a) sets forth a complete and accurate list of each Compensation and Benefit Plan of Emergent and its SubsidiariesJCB. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or Neither JCB nor any of its Subsidiaries thereunder. Each has any commitment to create any additional Compensation and Benefit Plan or to modify or change any existing Compensation and Benefit Plan. (ii) The written terms of each Compensation and Benefit Plan of JCB comply in all material respects, and, to the knowledge of JCB, each such Compensation and Benefit Plan has been operated and administered and operated in all material respects in accordance with its terms and with all applicable provisions of law, including, but not limited to, ERISA, the Code, and other Applicable Lawthe Securities Act, the Exchange Act, the Age Discrimination in Employment Act, or any regulations or rules promulgated thereunder, and Emergent all filings, disclosures and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under notices required by ERISA, except for the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any failures to administer, operate, perform or comply that would other applicable law have no material effect on Emergent been timely made. Each Compensation and its Subsidiaries, taken as a whole. Any such Benefit Plan that which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (including a determination that the related trust under such Compensation and Benefit Plan is exempt from tax under Section 501(a) of the Code) from the IRS or the Compensation and Benefit Plan uses a prototype or volume submitter plan that is the subject of an IRS opinion or advisory letter. JCB has no knowledge of any circumstances which could adversely affect such qualification or which are likely to result in the revocation of any existing favorable determination letter or in not receiving a favorable determination letter. There is no material pending or, to the knowledge of JCB, threatened legal action, suit or claim relating to its Compensation and Benefit Plans other than routine claims for benefits. It has not engaged in a transaction, or failed to take any action, with respect to any Compensation and Benefit Plan that would reasonably be expected to subject it to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any such transaction expired as of the date hereof. No individual who is or was a “fiduciary,” as defined in Section 3(21) of ERISA, of any Compensation and Benefit Plan of JCB has any liability (including threatened, anticipated or contingent) for breach of fiduciary duty under ERISA. (iii) Each Compensation and Benefit Plan of JCB is in writing. With respect to each Compensation and Benefit Plan, it has made available to Parent the following: (1) all documents embodying such Compensation and Benefit Plan and any related trust; (2) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (3) the three most recent annual actuarial valuations, if any and. with respect to the employee stock ownership plan maintained by JCB and its Subsidiaries (the “ESOP”), the three most recent independent ESOP valuations, (4) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (5) all IRS or DOL determination, opinion, notification, and advisory letters, (6) all material correspondence to or from any Governmental Authority sent or received in the last three years, including filings relating to any amnesty, voluntary compliance, self-correction or similar program sponsored by the IRS, DOL, or other Governmental Authority, (7) any documentation relating to any self-corrections of a Compensation and Benefit Plan in the last six years, (8) all discrimination and top-heavy tests for the most recent three plan years for each Pension Plan, (9) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreement, group annuity contracts, and group insurance contracts, (10) any documentation relating to outstanding loans with respect to any Compensation and Benefit Plan, and participant loans, and (11) all fidelity bond and fiduciary liability insurance policies. (iv) No liability under Title IV of ERISA has been or is expected to be incurred by JCB with respect to any “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, including such a plan of any entity which is considered one employer with JCB under Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code (an “ERISA Affiliate”). Neither JCB, nor any ERISA Affiliate has contributed, or has been obligated to contribute, to a multiemployer plan under Subtitle E of Title IV of ERISA or has sponsored or has been obligated to contribute to a plan subject to Section 412 of the Code. (v) With respect to any Compensation and Benefit Plan of JCB that is an ESOP, the ESOP trust and trustee of the ESOP trust have been duly authorized and established by all necessary corporate action on the part of the ESOP and authorized, established and maintained in accordance with applicable laws, regulations, and rulings, and in accordance with the respective terms of the ESOP and ESOP trust. The ESOP is and has been at all times since its inception, in form, an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA, which, in form, qualifies under Section 401(a) of the Code. To JCB’s knowledge, its ESOP trust is now and has at all times since inception been, qualified under Section 501(a) of the Code. The shares of its common stock held by the ESOP trust have constituted and constitute “employer securities,” as defined in Section 409(l) of the Code, and “qualified employer securities,” as defined in Section 407(d)(5) of ERISA. As of the Effective Time, neither it nor any participant in the ESOP is or may be subject to liability by reason of Section 4979A of the Code. The common stock held by the ESOP is owned of record and beneficially by the ESOP, free and clear of all encumbrances. There are no event liabilities or existing indebtedness of the ESOP other than the obligation to pay the benefits to the ESOP participants under the ESOP in the ordinary course. No shares of JCB common stock were acquired by the ESOP in a transaction pursuant to Section 1042 of the Code. All contributions to the ESOP were deductible under Section 404 of the Code for the year made. JCB and the ESOP have, at all times, complied with the voting requirement of Section 409(e) of the Code. (vi) All contributions required to be made under the terms of any Compensation and Benefit Plan have been timely made or have been reflected on its financial statements. (vii) JCB does not have any obligations to provide retiree health and life insurance or other retiree death benefits under any Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code or applicable state law, and each such Compensation and Benefit Plan may be amended or terminated without incurring liability thereunder and there has occurred been no communication to Employees by it that would reasonably be expected to promise or guarantee such Employees retiree health or life insurance or other retiree death benefits. (viii) Except as provided in this Agreement or otherwise identified in Section 5.03(p) of the JCB Disclosure Schedule, the consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time) reasonably be expected to (A) entitle any employee, consultant or director of JCB to any payment (including severance pay or similar compensation) or any increase in compensation, (B) result in the vesting or acceleration of any benefits under any Compensation and no condition exists which Benefit Plan or (C) result in any material increase in benefits payable under any Compensation and Benefit Plan. (ix) As a result, directly or indirectly, of the transactions contemplated by this Agreement (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), JCB will not be obligated to make a payment that would be characterized as an “excess parachute payment” to an individual who is a “disqualified individual” (as such terms are defined in Section 280G of the Code), without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (x) JCB has not made any agreement, taken any action, or omitted to take any action, with respect to or as part of any Compensation and Benefit Plan that is an operational failure or documentary failure under Section 409A of the Code or that could subject JCB to any obligation to report any amount or withhold any amount as includable in income and subject to tax, interest or any penalty by any service provider under Section 409A of the Code or to pay any reimbursement or other payment to any service provider, as defined under Section 409A of the Code, respecting any such tax, interest or penalty under Section 409A of the Code. (xi) JCB has not used the services or workers provided by third party contract labor suppliers, temporary employees, “leased employees” (as defined in Section 414(n) of the Code), or individuals who have provided services as independent contractors, to an extent that would reasonably be expected to result in the revocation disqualification of any such determination letter. Except as set forth in Schedule 3.16(b)Compensation and Benefit Plan or the imposition of penalties or payment of additional Taxes, neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged inincluding excise Taxes, or failed the requirement to engage in, any transactions make additional contributions with respect to any such Compensation and Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System Internal Revenue Service or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit PlanDOL. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(a) sets forth Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit PlansParent Material Adverse Effect, including: (i) all plan documents (or, in each of the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC. (b) All Parent Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been established, adopted, operated, maintained and administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISALaws, including ERISA and the Code, (ii) all payments and other Applicable Law, contributions required to be made under the terms of any Parent Benefit Plan and Emergent applicable Laws have been timely made or accrued or otherwise adequately reserved to the extent required by and each ERISA Affiliate has performed in accordance with GAAP and complied in all respects with all (iii) none of Parent or any of its obligations under Subsidiaries or, to the Knowledge of Parent, any third party, has engaged in any non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Parent Benefit Plan that is would result in the imposition of any liability to Parent or any of its Subsidiaries. (b) Each Parent Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRSIRS with respect to such Parent Benefit Plan as to its qualified status under the Code, or with respect to a prototype Parent Benefit Plan, the prototype sponsor has received a favorable IRS opinion letter, or the Parent Benefit Plan or prototype sponsor has remaining a period of time under applicable Code regulations or pronouncements of the IRS in which to apply for such a letter and make any amendments necessary to obtain a favorable determination or opinion as to the qualified status of each such Parent Benefit Plan. To the Knowledge of Parent, no event has occurred since the most recent determination or opinion letter or application therefor relating to any such Parent Benefit Plan and no condition exists which that has been or would reasonably be expected to adversely affect the qualified status of any such Parent Benefit Plan or result in the revocation imposition of any such determination letter. Except as set forth in Schedule 3.16(b)liability, neither Emergent nor any of its Subsidiaries provides any post-employment penalty or retiree welfare benefits tax under any Benefit Plan. There are no pending orERISA or the Code that is, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent Parent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA. (c) Except as set forth has not had, and would not reasonably be expected to have, individually or in Schedule 3.16(cthe aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent ERISA Affiliate operates, maintains, contributes to, is required to contribute to or sponsors (or has in the past six (6) years established, operated, maintained, contributed to, was required to contribute to or sponsored) (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), no Benefit Plan (ii) a “multiple employer plan” (within the meaning of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 413(c) of the Code or Code), (iii) a “single-employer plan” (within the meaning of Section 302 4001(a)(15) of ERISA), and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is (iv) a “multiple employer welfare arrangement arrangement” (within the meaning of Section 3(40) of ERISA). (d) All contributions and all premium payments required to be madeExcept as has not had, and required would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement there are no claims pending, or, to be paidthe Knowledge of Parent, under the terms of threatened Proceedings, disputes or claims (other than routine claims for benefits) against or affecting any Parent Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial StatementsPlan, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit employee or review is pendingbeneficiary covered under such Parent Benefit Plan, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filedapplicable, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any otherwise involving such Parent Benefit Plan. (e) Schedule 3.16(eParent and its Subsidiaries are, and since December 31, 2014 have been, in compliance with all applicable Laws respecting or relating to recruitment, employment and employment practices, and agency and other workers, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where failure to comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) sets forth To the Knowledge of Parent, no employee of Parent or any of its Subsidiaries who is an officer for purposes of Section 16 of the Exchange Act is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation (i) to Parent or its Subsidiaries or (ii) to a complete and correct list former employer relating (A) to the right to be employed by Parent or its Subsidiaries or (B) to the material misuse of all Benefits Liabilities trade secrets or proprietary information. No employee of Emergent and Parent or any of its Subsidiaries who is an officer for purposes of Section 16 of the Exchange Act has given notice of intent to terminate or, to the Knowledge of Parent, intends to terminate his or her employment with Parent or any of its Subsidiaries.

Employee Benefit Plans. (a) Schedule 3.16(aSection 3.11(a) sets forth of the Grey Wolf Disclosure Letter contains a complete list of each all Grey Wolf Benefit Plan of Emergent and its SubsidiariesPlans. Correct Grey Wolf has provided or made available to Basic true and complete copies of the Grey Wolf Benefit Plans and, if applicable, all documents comprising such Benefit Plansamendments thereto, including: the most recent trust agreements, the Forms 5500 for the prior three years, the most recent Internal Revenue Service (ithe “IRS”) all determination or opinion letters, summary plan documents (ordescriptions, in the case any summaries of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) material modifications provided to participants since the most recent summary plan descriptions descriptions, material notices to participants, funding statements, annual reports and actuarial reports, if applicable, and all correspondence with any Governmental Authority for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Grey Wolf Benefit Plan, have been provided to PJC. (b) All To the extent applicable, the Grey Wolf Benefit Plans comply in all material respects with the requirements of Emergent ERISA and its Subsidiaries are valid the Code or with the Applicable Laws and binding and in full force and effectregulations of any applicable jurisdiction, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Grey Wolf Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRSIRS (or, if applicable, an opinion letter) and such letter has not been revoked; all required amendments since the issuance of such favorable determination letter from the IRS have been made and no event has occurred and no condition exists amendments have been made which would reasonably be expected to result in the revocation disqualification of any of such determination letter. Except as set forth Grey Wolf Benefit Plans; the Grey Wolf Benefit Plans have been maintained and operated in Schedule 3.16(b)compliance in all material respects with their terms; to Grey Wolf’s knowledge, neither Emergent nor any there are no breaches of its Subsidiaries provides any post-employment or retiree welfare benefits under any fiduciary duty in connection with the Grey Wolf Benefit Plan. There Plans for which Grey Wolf could be liable; there are no pending or, to EmergentGrey Wolf’s knowledge, threatened Legal Proceedings relating to Claims against or otherwise involving any such Grey Wolf Benefit PlanPlan that, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result have had or caused or would reasonably be expected to have or cause a Grey Wolf Material Adverse Effect, and no suit, action or other litigation (excluding claims for benefits incurred in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) the ordinary course of the Code and Section 3(14) of ERISA, respectivelyGrey Wolf Benefit Plan activities) has engaged in, been brought against or failed to engage in, any transactions with respect to any such Grey Wolf Benefit Plan that are for which Grey Wolf could be liable that, individually or in the aggregate, have had or caused or would reasonably likely be expected to subject Emergent have or any of its Subsidiaries cause a Grey Wolf Material Adverse Effect; all material contributions required to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B be made as of the Code date hereof to Grey Wolf Benefit Plans have been made or Section 502(i), 502(c), 502(1) have been properly accrued and 601 through 608 are reflected in the Grey Wolf Financial Statements as of ERISAthe date thereof. (c) Except as set forth in Schedule 3.16(c)Neither Grey Wolf nor any of the Grey Wolf Subsidiaries or ERISA Affiliates contributes to, no Benefit Plan of Emergent and its Subsidiariesor has an obligation to contribute to, and no employee benefit has not within six years prior to the Effective Time contributed to, or had an obligation to contribute to or has any material liability, contingent or otherwise, with respect to, (i) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (ii) any plan contributed to that is covered by an ERISA Affiliate, is subject to Title IV of ERISA or ERISA, (iii) any plan subject to Section 412 of the Code or Section 302 of ERISA, and neither Emergent or (iv) any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is funded by a multiple employer welfare arrangement “voluntary employees’ benefits association” within the meaning of Section 3(40501(c)(9) of ERISAthe Code. (d) No Grey Wolf Benefit Plan maintained by the Grey Wolf Companies provides medical, surgical, hospitalization, death or similar benefits (regardless of whether insured) for employees or former employees of Grey Wolf or any Grey Wolf Subsidiary for periods extending beyond their retirement or other termination of service other than coverage mandated by Applicable Law. (e) All contributions accrued material obligations of Grey Wolf and all premium payments required to be madethe Grey Wolf Subsidiaries, whether arising by operation of Applicable Law, Contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and required claims to be paidbenefits under Grey Wolf Benefit Plans, under have been paid or adequate accruals for such obligations are reflected on the terms Grey Wolf Financial Statements as of any the date thereof. (f) Section 3.11(f) of the Grey Wolf Disclosure Letter sets forth an accurate and complete list of each Grey Wolf Benefit Plan (and the particular circumstances described in this Section 3.11(f) relating to such Grey Wolf Benefit Plan) under which the execution and delivery of Emergent this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of Grey Wolf or any of the Grey Wolf Subsidiaries. (g) Section 3.11(g) of the Grey Wolf Disclosure Letter contains a description that is accurate and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate correct in all material respectsrespects of all amounts estimated to be paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (iisolely as a result thereof) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit were or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a will be an “nonqualified deferred compensation planexcess parachute payment” (within the meaning of Section 280G of the Code. (h) Each Grey Wolf Benefit Plan which is or reasonably could be determined to be an arrangement subject to Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to Code has been operated in good faith compliance with Section 409A of the Code since January 1, 2005 and administered has been, or may be, timely amended with the consent of the participant, if necessary, to comply in material compliance good faith with Section 409A of the Code and any applicable guidance, whether proposed and final guidance under or final, issued by the IRS with respect thereto. (i) No Grey Wolf Benefit Plan is a multiple employer plan within the meaning of Section 409A 413(c) of the Code. (j) No Grey Wolf Benefit Plan that is not subject to ERISA has any material liabilities thereunder which are not otherwise fully funded, if applicable, or properly accrued and reflected under the Grey Wolf Financial Statements as of the date thereof. (k) No Grey Wolf Benefit Plan holds any “qualifying employer securities” or “qualifying employer real estate” within the meaning of ERISA. (l) With respect to all Grey Wolf Benefit Plans subject to the Applicable Laws of any jurisdiction outside the U.S. (“International Plans”), (i) to Grey Wolf’s knowledge, the International Plans have been maintained in all material respects in accordance with all Applicable Law, (ii) if intended to qualify for special Tax treatment, the International Plans meet the requirements for such treatment in all material respects, (iii) if intended to be funded and/or book-reserved, the International Plans are fully funded and/or book-reserved based upon reasonable actuarial assumptions, and (iv) no liability which would be material to Grey Wolf and the transactions contemplated by this Agreement shall not result in any paymentsGrey Wolf Subsidiaries, which alone or, together with any other payments, shall fail to be deductible taken as a result whole, exists or reasonably could be imposed upon the assets of Grey Wolf or any of the application Grey Wolf Subsidiaries by reason of Section 280G of such International Plans, other than to the Codeextent reflected on Grey Wolf’s balance sheet as contained in Grey Wolf’s Form 10-K for the year ended December 31, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan2007. (e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.