Common use of Employees and Related Agreements; ERISA Clause in Contracts

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth a list of each material “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA), retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees or former employees or service providers of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time (each, a “Seller Plan”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Except as would not result in any material liability to Buyer, neither Seller nor any of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA. (c) Seller has made available to Buyer, with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, (ii) the most recent IRS determination or opinion letter and (iii) the Annual Report (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed plan year. (d) Each Seller Plan complies, and has been administered to comply, in all material respects with its terms and with all Requirements of Law and, to the Knowledge of Seller, there has been no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyer, any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: (i) a list of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”). (g) The execution, delivery and performance of this Agreement by the parties and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists with respect to any such Assumed Benefit Plan (other than routine claims for benefits in the normal course of business), and (v) if any such Assumed Benefit Plan is intended to qualify for special Tax treatment, it has met all requirements for such treatment.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A5.16(A) sets forth a list the name of each Benefit Plan maintained by the Seller or any ERISA Affiliate, or to which the Seller or any ERISA Affiliate is obligated to contribute, on behalf of any officer, director, employee or consultant of the Company or any other person who provides services thereto (collectively, the “Seller Benefit Plans”). The Company has never maintained any Benefit Plan and has no present or potential future liability whatsoever, whether direct, indirect, contingent or otherwise, with respect to any Seller Benefit Plan or any other Benefit Plan previously maintained by Seller or any ERISA Affiliate. Each Seller Benefit Plan from which any plan of Buyer will be accepting an “eligible rollover distribution” within the meaning of Code Section 402(c)(4) (a “Seller Transferor Plan”) has been in all material “respects maintained and operated in conformity with all applicable Requirements of Laws, including the Code and ERISA, and in accordance with the terms of such Transferor Benefit Plan, and no circumstances exist which could result in loss of qualification under Section 401(a) of the Code. With respect to each Seller Transferor Plan, there is no pending or, to the Knowledge of Seller, threatened (i) Proceeding (other than routine claims for benefits) or (ii) audit, inquiry or examination by any Governmental Body. Each Seller Transferor Plan has received a favorable determination letter from the IRS that such Seller Transferor Plan is so qualified under the Code or is based on a prototype document that has received a favorable opinion letter from the IRS. (b) There are no payments of compensation due but unpaid to any director, officer, employee pension or consultant of the Company (or any other person who provides services to the Company) other than amounts accrued in the ordinary course of business and reflected on the Balance Sheet. (c) The Company has no liability whatsoever, whether direct, indirect, contingent or otherwise, with respect to (i) a plan subject to Title IV of ERISA, including any defined benefit plan” plan (as such term is defined in Section 3(23(35) of ERISA), “employee welfare benefit plan” a multiemployer plan (as such term is defined in Section 3(1) of ERISA), retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees or former employees or service providers of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time (each, a “Seller Plan”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Except as would not result in any material liability to Buyer, neither Seller nor any of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, or otherwise, (i) on account a multiple employer plan subject to Section 4063 or 4064 of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the CodeERISA, (ii) under a multiple employer welfare benefit arrangement (as defined in Section 502(i) or Section 502(l3(40)(A) of ERISA ERISA), or Section 4975 of the Code, (iii) under a plan subject to Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA. (c) Seller has made available to Buyer, with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, (ii) the most recent IRS determination or opinion letter and (iii) the Annual Report (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed plan year. (d) Each Seller Plan complies, and has been administered to comply, in all material respects with its terms and with all Requirements of Law and, to Neither the Knowledge of Seller, there has been no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyer, any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: (i) a list of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”). (g) The execution, delivery and performance execution of this Agreement by the parties and nor the consummation of the transactions contemplated by this Agreement will not hereby or thereby (either alone or in combination with another event) will or can be reasonably expected to entitle any director, officer, employee or consultant to any material payment (including severance pay or similar compensation), any cancellation of material Indebtedness, accelerated payment or vesting or any material increase in compensation. No amount paid or payable (whether in cash, in property, or in the form of benefits) by Seller or the Company in connection with the transactions contemplated hereby or by any other agreement (either solely as a result thereof or as a result of such transactions in conjunction with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, expected to constitute be an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists with respect to any such Assumed Benefit Plan (other than routine claims for benefits in the normal course of business), and (v) if any such Assumed Benefit Plan is intended to qualify for special Tax treatment, it has met all requirements for such treatment.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth 4.10 contains a list description of each material “"employee pension benefit plan” " (as such term is defined in Section 3(2) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), “employee ) or "welfare benefit plan” " (as such term is defined in Section 3(1) of ERISA), retirementmaintained by PSC, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees or former employees or service providers of the Business, and to which Seller or any of its Affiliates, with respect to the Business, which PSC is a party or by which it is bound or pursuant to which it would be required to make contribute, on behalf of any payment at any time (each, a “Seller Plan”)employees of PSC. Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside Each of the United States with respect plans described in such schedule which is intended to Business Employees or for Business Employees who are located primarily outside qualify under Section 401(a) of the United States Internal Revenue Code (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A"Code"), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor other than any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “"multiemployer plan” " (as such term is defined in Section 3(37) of ERISA) has received a favorable determination letter from the IRS, and no event has occurred which would cause any such plan to cease being so qualified. Each of the plans described on such schedule (other than any multiemployer plans) complies in form in all material respects in accordance with the requirements of ERISA and, where applicable, the Code. To the best knowledge of PSC, each multiemployer plan is qualified under Section 401(a) of the Code and complies in form in all material respects and has been administered in all material respects in accordance with the requirements of ERISA and, where applicable, the Code. (b) None of PSC's employee plans subject to Title IV of ERISA has terminated; no proceeding has been initiated to terminate any such plan; and there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA). Except as would PSC has not incurred any liability on account of a "partial withdrawal" or a "complete withdrawal" (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any multiemployer plan, and PSC is not aware of any events which could result in any material liability to Buyer, neither Seller nor such partial or complete withdrawal. None of PSC's employee plans which is a defined benefit plan has incurred any "accumulated funding deficiency" (within the meaning of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B 412 of the Code), whether or not waived. Assuming that each of PSC's employee plans which is subject to Title IV of ERISA (iiother than multiemployer plans) were terminated as of the Closing Date, PSC would not have any liability under Title IV of ERISA as a result of such termination. The PSC has no obligations under any of PSC's employee plans or otherwise to provide health benefits to former employees of PSC, except as specifically required by law. (c) Except as to multiemployer plans (as to which this representation and warranty is made to the best knowledge of PSC), neither PSC nor, to the best knowledge of PSC, any other "disqualified person" (within the meaning of Section 4975 of the Code) or "party in interest" (within the meaning of Section 3(14) of ERISA) has engaged in any "prohibited transaction" (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any of PSC's employee plans which could subject any such plan (or its related trust) or PSC, or any officer, director or employee of PSC to the penalty or tax under Section 502(i) or Section 502(l402(i) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA. (c) Seller has made available to Buyer, with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, (ii) the most recent IRS determination or opinion letter and (iii) the Annual Report (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed plan year. (d) Each Seller Plan complies, and has been administered to comply, in all material respects with its terms and with all Requirements of Law and, to the Knowledge of Seller, there has been There is no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge best knowledge of SellerPSC, threatened involving claim which alleges any such Seller Plan that would reasonably be expected to result in material liability to Buyer, violation of ERISA or any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: other law (i) a list by or on behalf of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; PSC's plans or (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation of PSC or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any plan participant or beneficiary against any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”)plan. (g) The execution, delivery and performance of this Agreement by the parties and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists with respect to any such Assumed Benefit Plan (other than routine claims for benefits in the normal course of business), and (v) if any such Assumed Benefit Plan is intended to qualify for special Tax treatment, it has met all requirements for such treatment.

Employees and Related Agreements; ERISA. (a) Section 4.19(a) of the Disclosure Schedule 5.14(A) sets forth a list of each material “employee pension benefit plan” (as such term Benefit Plan, and identifies each Benefit Plan that is defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA), retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation sponsored or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees or former employees or service providers maintained by either of the BusinessCompanies, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make either of the Companies has any payment at any time obligation or liability (each, a “Seller PlanCompany Plans”). Schedule 5.14(A) lists , and each Seller Plan and separately identifies each Seller Benefit Plan that is sponsored or maintained by an Acquired Subsidiary or maintained outside either of the United States with respect Sellers, or pursuant to Business Employees or for Business Employees who are located primarily outside which either of the United States Sellers has any obligation or liability (each, an “Assumed Benefit PlanSeller Plans”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any None of its ERISA Affiliates the Sellers or the Companies has ever maintained, contributed to, or had maintained any current or contingent obligation or liability employee pension benefit plan with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including or has ever been required to contribute to, or had any liability or obligation under, any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Except ) with respect to the Business. (c) Sellers have delivered or made available to Purchaser, with respect to each Seller Plan, either a true and correct copy of each such plan or a summary plan description or other comparable summary of such plan. (d) Each Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS that such Plan is so qualified under the Code; and no circumstance exists which might cause such Plan to cease being so qualified. (e) Each Company Plan complies, and has been administered to comply, with all applicable Laws, and there has been no notice issued by any Governmental Authority questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such plan or the assets of any such plan. (f) None of the Sellers or the Companies have any obligations under any Benefit Plans or otherwise to provide health or death benefits to or in respect of former employees of either Seller or either of the Companies with respect to the Business, except as would not result in specifically required by the continuation requirements of Part 6 of Title I of ERISA. (g) None of the Sellers, with respect to the Business, or the Companies have any material liability to Buyer, neither Seller nor any of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, contingent or otherwise, on account of (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code, Code or (iv) under Title IV of ERISA. (ch) Seller has made available to Buyer, with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, (ii) the most recent IRS determination or opinion letter and (iii) the Annual Report (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed plan year. (d) Each Seller Plan complies, and has been administered to comply, in all material respects with its terms and with all Requirements of Law and, to the Knowledge of Seller, there has been no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyer, any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a4.19(h) of the Code has received a current favorable determination letter or opinion letter from the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Disclosure Schedule 5.14(F) contains: (i) a list of all employees who are of the Companies or Sellers whose work is primarily employed in related to the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1the date of this Agreement, 2017indicating each such employee’s length of service, current title, the entity with which such employee is employed and, if inactive, the reason for and commencement date of such employee’s inactive status and expected date of return; (ii) each such employee’s date of hire, the then current annual base compensationcompensation of, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material fringe benefits (other than those generally available to employees of SellerSellers or the Companies) provided by Seller Sellers or the Companies to any such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefitsemployees; (iii) a list of all present employees of Sellers with respect to the Business or the Companies; (iv) a list of any increase, effective on or after January 1, 2005, in the rate of compensation of any employees or commission salespersons if such increase exceeds 10% of the previous annual salary of such employee is an Inactive Business Employee, the date of their expected return to work, if knownor commission salesperson; and (ivv) whether the Business Employee is employed by an Acquired Subsidiary (a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any such Business Employee employed by Nant Health Canadaemployees or commission salespersons whose compensation as of January 1, a “Canadian Business Employee”)2005 was in excess of $25,000 per annum. (gi) The execution(i) To the Knowledge of Sellers, delivery and performance the Business is not involved in any transaction or other situation with any employee, officer, director or Affiliate of this Agreement by the parties and the consummation either Seller or either of the transactions contemplated by this Agreement will not Companies which may be generally characterized as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of the Business, and (alone ii) there are no situations with respect to the Business which involved or in combination with any other event) involve (A) except as set forth on Schedule 5.16(v)the use of any corporate funds for unlawful contributions, entitle gifts, entertainment or other unlawful expenses related to political activity; (B) the making of any Business Employee direct or indirect unlawful payments to severance pay, change government officials or others from corporate funds or the establishment or maintenance of control, retention, any unlawful or unrecorded funds; (C) the violation of the Foreign Corrupt Practices Act of 1977; or (D) the receipt of any illegal discounts or rebates or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) violation of the Code)antitrust laws. (hj) Each Assumed Benefit Plan Sellers and the Companies have complied in which at least one respect of the Business Employee participates is listed with all applicable Laws relating to wages, hours, discrimination in Schedule 5.14(H) employment and collective bargaining and are not liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the foregoing. Neither Sellers nor the Companies are subject to any collective bargaining agreements covering employees employed in the Business. Neither Sellers nor the Companies are parties to, or are adversely affected by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document existsto Sellers’ Knowledge, threatened with, any dispute or controversy with or with respect to any current or former employee or other service provider, with a written summary of union or with respect to unionization or collective bargaining involving the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of Sellers or the Companies with respect to the Business. Neither Sellers, with respect to the Business, nor the Companies are adversely affected by any Acquired Subsidiary is dispute or controversy with a defined benefit pension plan union or provides health and welfare benefits after termination with respect to unionization or collective bargaining involving any supplier or customer of employmentSellers, other than in accordance with Requirements respect to the Business, or the Companies. No union organizing or election activities involving any non-union employees of LawSellers, (iii) each Assumed Benefit Plan which is intended with respect to be registered under Requirements the Business, or the Companies have occurred since January 1, 2004 or, to the Knowledge of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registeredSeller, (iv) are threatened as of the date hereof. (k) With respect to each Company Plan not subject to United States law (a “Company Foreign Benefit Plan”), no litigation or asserted claims against Seller(i) the fair market value of the assets of each funded Company Foreign Benefit Plan, the Acquired Subsidiaries liability of each insurer for any Company Foreign Benefit Plan funded through insurance or their respective Affiliates exists the reserve shown on the consolidated financial statements of the Sellers or the Companies for any unfunded Company Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the Closing, with respect to any all current and former participants in such Assumed plan based on reasonable, country specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations; and (ii) each Company Foreign Benefit Plan (other than routine claims for benefits in the normal course of business), and (v) if any such Assumed Benefit Plan is intended to qualify for special Tax treatment, it has met complied with all requirements for such treatmentapplicable Laws.

Employees and Related Agreements; ERISA. (a) Section 3.15(a) of the Company Disclosure Schedule 5.14(A) sets forth contains a true, correct and complete list as of the date of this Agreement of each material employee benefit plan, agreement or policy (including any “employee pension benefit plan” (as such term is defined in Section 3(23(3) of ERISA), “employee welfare benefit plan” (as such term compensation arrangements, employment and severance agreements, and employment offer letters) sponsored by, maintained by, contributed to, or participated in by the Company, or to which the Company is defined in Section 3(1) of ERISA)a party or has or may have any liability, retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees under which current or former employees or service providers independent contractors of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time Company benefit (each, a “Seller Company Benefit Plan” and, collectively, the “Company Benefit Plans”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Except as would not result in any material liability to Buyer, neither Seller nor any of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA. (c) Seller The Company has made available to Buyer, with respect to each Seller Plan, correct Optionee and complete copies, where applicable, its agents and representatives copies of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, each Company Benefit Plan; (ii) the most recent annual report (Form 5500) filed with the IRS with respect to each such Company Benefit Plan; (iii) each trust agreement and any other material written agreement relating to each such Company Benefit Plan; (iv) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (v) the most recent determination or opinion letter issued by the IRS with respect to any such Company Benefit Plan intended to be qualified under Section 401(a) of the Code. No Company Benefit Plan is subject to Title IV of ERISA, covers any employees or independent contractors outside the United States, is a multiple employer plan, or provides health or welfare benefits to retirees. Each Company Benefit Plan covering two or more individuals can be amended, terminated or otherwise discontinued in accordance with its terms, without the consent of plan participants, and (iii) without liability to the Annual Report (Form 5500 Series) Company other than ordinary administrative expenses and accompanying schedules and actuarial reports, as filed, for the most recently completed plan yearpayment of any accrued benefits. (db) Each Seller Company Benefit Plan complies, and has been administered to comply, is in compliance in all material respects with its terms the applicable requirements of ERISA and with all Requirements the Code and other requirements of Law and, to the Knowledge of Seller, there has been no notice issued by any (including filing requirements with Governmental Body questioning or challenging such complianceBodies), and no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any Company Benefit Plan could be subject to any material liability under the terms of such Company Benefit Plans, ERISA, the Code or any other applicable Law. As of the date of this Agreement, there are no actionsaudits, suits inquiries or claims (other than routine claims for benefits) proceedings pending or, to the Knowledge of Sellerthe Company, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyerby [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, any of its Affiliates or the BusinessWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from ] the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: (i) a list of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”). (g) The execution, delivery and performance of this Agreement by the parties and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists Governmental Body with respect to any such Assumed Company Benefit Plan (other than routine claims for benefits in the normal course of business), and (vcourse) if that could reasonably be expected to subject the Company or any such Assumed Company Benefit Plan to any liability. Each arrangement subject to Section 409A of the Code is and, except as set forth on Section 3.15(b) of the Company Disclosure Schedule, has been maintained in material compliance therewith and the Treasury Regulations thereunder. (c) Section 3.15(c) of the Company Disclosure Schedule contains a true, correct and complete list of each retention, bonus or severance agreement or plan or other arrangement of the Company with or relating to Company employees, directors or consultants under which amounts may be payable or benefits provided, or which provides for acceleration of benefits or payments, as a result of the consummation of the transactions contemplated by this Agreement or the Merger Agreement (either alone or in combination with any other event). A true, correct and complete copy of each of the agreements and plans set forth in Schedule 3.15(c) of the Company Disclosure Schedule has been made available to Optionee. (d) Each Company Benefit Plan that is intended to qualify for special Tax treatmentbe qualified under Section 401(a) of the Code is so qualified and either is a prototype plan that may rely on the EGTRRA opinion letter issued to its provider or has received an EGTRRA determination letter from the IRS that it is so qualified, it and no fact or event has met all requirements for occurred since the date of such treatmentdetermination letter that could materially adversely affect the qualified status of any such Company Benefit Plan.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(AExcept as would not reasonably be expected to have a Material Adverse Effect on the Company: (i) sets forth each Company Benefit Plan that is intended to be a list qualified plan within the meaning of Section 401(a) of the Code is the subject of a current IRS determination letter or IRS opinion letter. To Seller’s Knowledge, no event has occurred and no circumstances exist that would adversely affect the tax qualification of such Company Benefit Plan; (ii) to Seller’s Knowledge, each Company Benefit Plan has been in all respects maintained and operated in material “employee pension compliance with all applicable Requirements of Law, including the Code, ERISA and the Health Information Technology for Economic and Clinical Health Act of 2009, and the terms of such Company Benefit Plan; (iii) with respect to current or former managers, officers, employees, independent contractors or consultants of the Company or any of its Subsidiaries, none of the Company Benefit Plans or the Company’s terms and conditions of employment provides any continuation of welfare benefits (including medical and life insurance benefits) after such person terminates employment or services due to retirement or other reason, except for the coverage continuation requirements of Part 6 of Title I of ERISA or similar Requirements of Law; (iv) with respect to each Company Benefit Plan, all contributions required to be made by the Company or any of its Subsidiaries for any period ending on or before the Closing have been, or will be, paid by the Company or a Subsidiary thereof prior to the Closing. All premiums, fees and administrative expenses and benefits required to be paid under the Company Benefit Plans or Requirements of Law for the period on or before the Closing have been, or will be, paid by the Company or any of its Subsidiaries prior to the Closing; (v) there are no pending Actions with respect to the operation of the Company Benefit Plans or in relation to the terms and conditions of employment (other than routine claims for benefits) which have been asserted or instituted against the Company or any of its ERISA Affiliates, the assets of any of the trusts under such plans or the plan sponsor, plan administrator or any fiduciary of the Company Benefit Plans, nor, to the Knowledge of Seller, is there any such threatened litigation. There are no pending audits, investigations or inquiries by any Governmental Body with respect to the Company Benefit Plans or in respect of the Company’s terms and conditions of employment or other benefit plan” plans or practices; and (vi) no Company Benefit Plan provides for any bonus, retirement, severance, retention, job security or similar benefit or any change of control, accelerated or enhanced payment or benefit as a result of the transaction contemplated by this Agreement, nor do such transactions or this Agreement create any liabilities or trigger any expenses under any such Company Benefit Plan. (b) None of the Company, its Subsidiaries nor any ERISA Affiliate sponsors, has sponsored, contributes to, has contributed to, or has or had an obligation to contribute to (i) a material plan subject to Title IV of ERISA, including any defined benefit plan (as such term is defined in Section 3(23(35) of ERISA), “employee welfare benefit plan” a multiemployer plan (as such term is defined in Section 3(13(37) of ERISA)) or a multiple employer plan subject to Section 4063 or 4064 of ERISA, retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation (ii) a material multiple employer welfare benefit arrangement (as defined in Section 3(40)(A) of ERISA) or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or writteniii) that provides benefits to employees or former employees or service providers of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time (each, a “Seller Plan”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit material plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including . The transactions contemplated by this Agreement would not be reasonably expected to give rise to any “multiemployer plan” (as such term is defined in material withdrawal liability under Section 3(37) 4203 or 4205 of ERISA). . (c) Except as would not result in any reasonably be expected to have a material liability to Buyereffect on the Company, neither Seller the Company nor any of its Affiliates ERISA Affiliate has any material liability of any kind whatsoever, whether direct, indirect, contingent, contingent or otherwise, (i) on account of any violation of the health care requirements of Part 6 or 7 of Subtitle B of Title I of ERISA or Section 4980B or 4980D of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the CodeXxxxxxx 000 xx 000 xx XXXXX, (iiixxx) under Section 302 of ERISA 412, 430 or Section 412 4971 of the Code, Code or (iv) under Title IV of ERISA. (c) Seller has made available to Buyer, with respect to each Seller Plan, correct and complete copies, where applicable, of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, (ii) the most recent IRS determination or opinion letter and (iii) the Annual Report (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed plan year. (d) Each Seller Plan complies, and has been administered to comply, in all material respects with its terms and with all Requirements of Law and, to the Knowledge of Seller, there has been no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyer, any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: (i) a list of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”). (g) The execution, delivery and performance of this Agreement by the parties and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists with respect to any such Assumed Benefit Plan (other than routine claims for benefits in the normal course of business), and (v) if any such Assumed Benefit Plan is intended to qualify for special Tax treatment, it has met all requirements for such treatment.

Employees and Related Agreements; ERISA. (a) Section 3.15(a) of the Company Disclosure Schedule 5.14(A) sets forth contains a true, correct and complete list as of the date of this Agreement of each material employee benefit plan, agreement or policy (including any “employee pension benefit plan” (as such term is defined in Section 3(23(3) of ERISA), “employee welfare benefit plan” (as such term compensation arrangements, employment and severance agreements, and employment offer letters) sponsored by, maintained by, contributed to, or participated in by the Company, or to which the Company is defined in Section 3(1) of ERISA)a party or has or may have any liability, retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees under which current or former employees or service providers independent contractors of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time Company benefit (each, a “Seller Company Benefit Plan” and, collectively, the “Company Benefit Plans”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees. (b) Neither Seller nor any of its ERISA Affiliates has ever maintained, contributed to, or had any current or contingent obligation or liability with respect to the Business under any pension benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA). Except as would not result in any material liability to Buyer, neither Seller nor any of its Affiliates has any material liability of any kind whatsoever, whether direct, indirect, contingent, or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA. (c) Seller The Company has made available to Buyer, with respect to each Seller Plan, correct Optionee and complete copies, where applicable, its agents and representatives copies of (i) the plan document and all amendments thereto (or, in the case of an unwritten plan, a description of the primary plan terms thereof, each Company Benefit Plan; (ii) the most recent annual report (Form 5500) filed with the IRS with respect to each such Company Benefit Plan; (iii) each trust agreement and any other material written agreement relating to each such Company Benefit Plan; (iv) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (v) the most recent determination or opinion letter issued by the IRS with respect to any such Company Benefit Plan intended to be qualified under Section 401(a) of the Code. No Company Benefit Plan is subject to Title IV of ERISA, covers any employees or independent contractors outside the United States, is a multiple employer plan, or provides health or welfare benefits to retirees. Each Company Benefit Plan covering two or more individuals can be amended, terminated or otherwise discontinued in accordance with its terms, without the consent of plan participants, and (iii) without liability to the Annual Report (Form 5500 Series) Company other than ordinary administrative expenses and accompanying schedules and actuarial reports, as filed, for the most recently completed plan yearpayment of any accrued benefits. (db) Each Seller Company Benefit Plan complies, and has been administered to comply, is in compliance in all material respects with its terms the applicable requirements of ERISA and with all Requirements the Code and other requirements of Law and, to the Knowledge of Seller, there has been no notice issued by any (including filing requirements with Governmental Body questioning or challenging such complianceBodies), and no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any Company Benefit Plan could be subject to any material liability under the terms of such Company Benefit Plans, ERISA, the Code or any other applicable Law. As of the date of this Agreement, there are no actionsaudits, suits inquiries or claims (other than routine claims for benefits) proceedings pending or, to the Knowledge of Sellerthe Company, threatened involving any such Seller Plan that would reasonably be expected to result in material liability to Buyer, any of its Affiliates or the Business. (e) Each Seller Plan which is intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or opinion letter from by the IRS that such Seller Plan is so qualified under the Code; and no circumstances exists that would reasonably be expected to adversely affect such qualification. (f) Schedule 5.14(F) contains: (i) a list of all employees who are primarily employed in the Business by Seller or any of its Affiliates (each, a “Business Employee”) as of August 1, 2017; (ii) each such employee’s date of hire, current annual base compensation, incentive compensation, vacation accrual as of August 1, 2017 and a description of the material benefits (other than those generally available to employees of Seller) provided by Seller to such employee, whether such employee has given notice of his or her intention to terminate his or her relationship with Seller or its Affiliates and whether any employee has been promised an increase in compensation or benefits; (iii) if such employee is an Inactive Business Employee, the date of their expected return to work, if known; and (iv) whether the Business Employee is employed by an Acquired Subsidiary (any such Business Employee employed by Nant Health Canada, a “Canadian Business Employee”). (g) The execution, delivery and performance of this Agreement by the parties and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Schedule 5.16(v), entitle any Business Employee to severance pay, change of control, retention, or any other payment, (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such Business Employee or (C) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Each Assumed Benefit Plan in which at least one Business Employee participates is listed in Schedule 5.14(H) by applicable country and Seller has made available to Buyer a true and correct copy of any Assumed Benefit Plan or, if no plan document exists, a written summary of the Assumed Benefit Plan. Except as set forth in Schedule 5.14(H) or as would not reasonably be expected to result in liability to Buyer (i) each Assumed Benefit Plan has been maintained and operated in compliance in all material respects with its terms and any applicable Requirements of Law, including taxation and funding requirements, (ii) no Assumed Benefit Plan for employees of any Acquired Subsidiary is a defined benefit pension plan or provides health and welfare benefits after termination of employment, other than in accordance with Requirements of Law, (iii) each Assumed Benefit Plan which is intended to be registered under Requirements of Law applicable to Canadian pension plans has been so registered; and no circumstances exist which might cause such Assumed Benefit Plan to cease being so registered, (iv) as of the date hereof, no litigation or asserted claims against Seller, the Acquired Subsidiaries or their respective Affiliates exists Governmental Body with respect to any such Assumed Company Benefit Plan (other than routine claims for benefits in the normal course of business), and (vcourse) if that could reasonably be expected to subject the Company or any such Assumed Company Benefit Plan to any liability. Each arrangement subject to Section 409A of the Code is and, except as set forth on Section 3.15(b) of the Company Disclosure Schedule, has been maintained in material compliance therewith and the Treasury Regulations thereunder. (c) Section 3.15(c) of the Company Disclosure Schedule contains a true, correct and complete list of each retention, bonus or severance agreement or plan or other arrangement of the Company with or relating to Company employees, directors or consultants under which amounts may be payable or benefits provided, or which provides for acceleration of benefits or payments, as a result of the consummation of the transactions contemplated by this Agreement or the Merger Agreement (either alone or in combination with any other event). A true, correct and complete copy of each of the agreements and plans set forth in Schedule 3.15(c) of the Company Disclosure Schedule has been made available to Optionee. (d) Each Company Benefit Plan that is intended to qualify for special Tax treatmentbe qualified under Section 401(a) of the Code is so qualified and either is a prototype plan that may rely on the EGTRRA opinion letter issued to its provider or has received an EGTRRA determination letter from the IRS that it is so qualified, it and no fact or event has met all requirements for occurred since the date of such treatmentdetermination letter that could materially adversely affect the qualified status of any such Company Benefit Plan.