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

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth a true and correct list of each Employee Plan. With respect to any Employee Plan that is sponsored or administered by the NTCA—The Rural Broadband Association (formerly known as the National Telecommunications Cooperative Association), then notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this Section 5.14 are made to Seller’s Knowledge. (b) With respect to each Employee Plan, Seller has delivered or made available to Buyer current, correct and complete copies of all, as applicable, (i) plan documents and amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof), (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, and (vi) any correspondence to or from any Governmental Body relating to the foregoing. (c) Each Employee Plan has at all times been maintained in all material respects in accordance with its terms and all Requirements of Law, including ERISA and the Code, and each Company or ERISA Affiliate is in compliance in all material respects with its obligations with respect to each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding the qualified status of such Employee Plan; and to Seller’s Knowledge, no circumstance exists which could reasonably be expected to cause such Employee Plan to cease being so qualified or subject any Company to penalty with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Law, and there are no actions, suits, arbitrations, inquiries, audits or claims (other than routine claims for benefits in the normal operation of an Employee Plan) pending or, to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to any such Taxes. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companies, except as specifically required by the continuation requirements of Part 6 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA or (v) with respect to a “multiemployer plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A) of ERISA. (g) All contributions required to be made with respect to any Employee Plans have been made, and each Company’s or Seller Group Member’s accrued obligations in respect of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statements. (h) Each Employee Plan that is subject to Section 409A of the Code has been, at all times when subject to Section 409A of the Code, maintained and operated in compliance with Section 409A of the Code. No Company has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the Code. (i) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) will or can be reasonably expected to (i) entitle any current or former director, officer, employee or consultant of any Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each such employee as of the date hereof (including any car allowances and other perquisites but not including any health, medical, retirement or other similar benefits generally available to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliates.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth a true and correct list of each Employee Planall Benefit Plans, and specifies which of the Benefit Plans are Company Benefit Plans. With respect to any Employee Plan that is sponsored or administered by the NTCA—The Rural Broadband Association (formerly known as the National Telecommunications Cooperative Association), then notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this Section 5.14 are made to Seller’s Knowledge. (b) With respect to each Employee Benefit Plan, Seller has delivered or made available to Buyer current, a true and correct and complete copies copy of all, as applicable, (i) each current written plan documents document or agreement and all amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof)thereto, (ii) summary each current trust agreement, insurance contract or administration agreement relating to such plan descriptions and summaries of material modifications theretoor agreement, (iii) trust agreements, insurance contracts the most recent summary plan description or other funding vehicleswritten explanation of each such plan provided to participants, (iv) the three (3) most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports annual reports (Form 5500 Series5500) and accompanying schedules and actuarial reportsreports filed with the IRS, as filed, for (v) the most recently completed three recent determination letter, if any, issued by the IRS with respect to any such plan years, intended to be qualified under section 401(a) of the Code and (vi) any all correspondence to with the IRS, the Department of Labor, the Securities and Exchange Commission or from any Governmental Body Pension Benefit Guaranty Corporation relating to the foregoingany outstanding controversy or audit. (cb) Each Employee Benefit Plan has at all times been maintained operated and administered in all material respects in accordance compliance with its terms and all with applicable Requirements of LawLaws including, including but not limited to, ERISA and the Code (including Section 409A of the Code). Set forth in Schedule 5.14(B) is a list of each Benefit Plan that is subject to Section 412 of the Code, and each Section 302 of ERISA or Title IV of ERISA. None of Seller, the Company or ERISA Affiliate is any of their Affiliates, or, to the Knowledge of Seller, any other Person, has engaged in compliance in all material respects with its obligations a transaction with respect to each Employee any Benefit Plan (including obligations regarding filings and participant disclosures)that could subject the Company or the Subsidiary to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. Each Employee Benefit Plan which that is intended to qualify be qualified under Section 401(a) of the Code or Section 401(k) of the Code has either timely received a currently effective favorable determination letter from the IRS covering all of the provisions applicable to such plan for which determination letters are currently available, and no fact or may rely upon an opinion event has occurred since the date of such determination letter or advisory letter for a prototype or volume submitter plan, in each case, regarding letters from the IRS that would adversely affect the qualified status of any such Employee Plan; plan or the exempt status of any trust maintained thereunder. Each Benefit Plan subject to Title IV or Section 302 of ERISA has been operated in material compliance with such provisions, and no condition exists that presents a risk to Seller’s Knowledge, the Company or the Subsidiary, or any of their ERISA Affiliates of incurring any liability under such provisions, and no circumstance exists which could reasonably liability under any such Benefit Plan will become a liability of Buyer, the Company or any of their Affiliates. No Benefit Plan subject to Title IV of ERISA has incurred an accumulated funding deficiency (whether waived or not) within the meaning of Section 412 of the Code or Section 302 of ERISA. No Benefit Plan subject to Title IV of ERISA has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year. None of Seller, the Company or the Subsidiary, or any of their ERISA Affiliates has provided, or is required to provide, security under any Benefit Plan pursuant to Section 401(a)(29) of the Code. None of Seller, the Company or the Subsidiary, or any of their ERISA Affiliates has, within the preceding six years, withdrawn in a complete or partial withdrawal from any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA) or incurred any liability under Section 4204 of ERISA that has not been satisfied in full. None of Seller, the Company or the Subsidiary, or any of their ERISA Affiliates is required and has not been required within the preceding six years to contribute to any multiemployer plan or multiple employer plan (as defined in Section 413(c) of the Code or Section 4063, 4064 or 4066 of ERISA). (c) All contributions required to be expected to cause such Employee made under the terms of any Benefit Plan to cease being so qualified or subject any have been timely made and all obligations of the Company to penalty and the Subsidiary with respect to an Employee Plan upon audit. No Employee Plan is maintained for of each such plan have been properly accrued and appropriately reflected on the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereofBalance Sheet. (d) There Except as set forth in Schedule 5.14(D), none of Seller, the Company or the Subsidiary, or any of their Affiliates has been no notice issued by any Governmental Body questioning obligation to provide welfare benefits to retirees or challenging any Employee Plan’s compliance with Requirements former employees of Lawthe Company or the Subsidiary, and there are no actions, suits, arbitrations, inquiries, audits or claims (other than routine claims for benefits in the normal operation of an Employee Plan) pending or, to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to coverage mandated by Part 4 of Subtitle B 6 of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to any such Taxessimilar state law. (e) Except as set forth in Schedule 5.14(E), neither none of Seller, the Company the Subsidiary, or any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits of their Affiliates is a party to or in respect obligated under any Contract with any employee of (i) an individual following such individual’s termination of employment the Company or the Subsidiary with respect to length, duration or material conditions of employment (or the Business termination of employment), salaries, bonuses, percentage compensation, deferred compensation, health insurance, any other material form of remuneration or benefits that is not terminable at will by Seller, the Company or the Subsidiary, or any of their Affiliates, as applicable, or any successor employer, without cost, liability, penalty or other monetary or non-monetary obligation of any kind, including any termination or severance payments; (f) There is not pending or, to the Knowledge of Seller as of the Companiesdate hereof, except as specifically required by threatened any action or other claim or investigation against any of Seller, the continuation requirements of Part 6 of Subtitle B of Title I of ERISACompany or the Subsidiary, or any of their Affiliates for actual or possible violation of any agreement, or for violation of any material right or obligation under any of the Benefit Plans, nor to the Knowledge of Seller as of the date hereof, is there any reasonable basis for any such action or other claim (iiother than routine claims for benefits) an individual who or investigation, which in any case could result in a liability to the Company or its Subsidiary; (g) No Company Employee is neither subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind to which Seller, the Company or the Subsidiary is a party or to which Seller otherwise has Knowledge, in each case that would impede in any material way the ability of such Company Employee or the Subsidiary to carry out fully all of his or her activities and duties for the Company and the Subsidiary; (h) Except as set forth in Schedule 5.14(H), no current or former employee of that Company, any Affiliated employer the Company or the Subsidiary is a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation participant of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA or (v) with respect to a “multiemployer plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A) of ERISA. (g) All contributions required to be made with respect to any Employee Plans have been made, and each Company’s or Seller Group Member’s accrued obligations in respect of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statements. (h) Each Employee Plan that is subject to Section 409A of the Code has been, at all times when subject to Section 409A of the Code, maintained and operated in compliance with Section 409A of the Code. No Company has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the Code.supplemental executive retirement plan; (i) Neither Except as expressly set forth in Section 8.3, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (either alone or in combination together with another any other event) will entitle any employee of the Company or can the Subsidiary or any other person to severance, change of control or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Benefit Plan or limit or restrict the right of the Company or the Subsidiary, or after the consummation of the transactions contemplated hereby, Buyer, to merge, amend or terminate any Benefit Plan; and (j) All Persons classified or treated by any of the Seller, the Company or any of their Affiliates as independent contractors or otherwise as non-employees with respect to the Company and the Subsidiary satisfy in all material respects all applicable laws, rules, regulations and other Requirements of Laws to be reasonably expected so classified or treated, and each of the Companies and the Subsidiary has fully and accurately reported in all material respects their compensation of any kind on IRS Forms 1099 or as otherwise pursuant to Requirements of Laws. (k) Schedule 5.14(K) contains: (i) entitle any current or former director, officer, employee or consultant a list of any all employees of the Company to any payment (including severance pay or similar compensation), any cancellation and the Subsidiary as of indebtedness, any increase in compensation or any other benefitthe date of this Agreement; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees current annual compensation of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided by Seller, the Company or their Affiliates to each any such employees; (iii) a list of all present or former employees of the Company or the Subsidiary who have terminated, given notice of their intention to terminate or received notice from the Company or the Subsidiary of an intention to terminate their relationship with the Company or the Subsidiary since July 1, 2009; (iv) a list of any increase, effective after July 1, 2009, in the rate of compensation of any employees or commission salespersons if such increase exceeds 3% of the previous annual salary of such employee as or commission salesperson; and (v) a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any employees or commission salespersons. Schedule 5.14(K) sets forth (x) the name of each former employee of the date hereof Company or the Subsidiary who has been transferred to Seller or any Affiliate of Seller, other than the Company or the Subsidiary since July 1, 2009 and (including y) the name of each former employee of Seller or any car allowances of its Affiliates, other than the Company and other perquisites but not including any healththe Subsidiary, medicalwho has been transferred to the Company or the Subsidiary since July 1, retirement or other similar benefits generally available to all employees)2009. (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no to the Knowledge of Seller, neither the Company nor the Subsidiary is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized as a “conflict of interest”, ,” including direct or indirect interests in the business of competitors, suppliers or customers of any Companythe Company or the Subsidiary, and (ii) there are no assets situations with respect to the Business which involved or properties inventedinvolves (A) the use of any corporate funds for unlawful contributions, developedgifts, generated inentertainment or other unlawful expenses related to political activity; (B) the making of any direct or indirect unlawful payments to government officials or others from corporate funds or the establishment or maintenance of any unlawful or unrecorded funds; (C) the violation of any of the provisions of The Foreign Corrupt Practices Act of 1977, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatesrules or regulations promulgated thereunder; or (D) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A5.17(A) sets forth a true and correct list of each Employee Plan“employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) and each “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA) covering any employee or former employee of Seller (collectively, “Seller’s ERISA Plans”). With respect to any Employee Plan that is sponsored or administered by the NTCA—The Rural Broadband Association (formerly known Except as the National Telecommunications Cooperative Association), then notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this Schedule 5.17(A), (i) Seller has never maintained any employee pension benefit plan and (ii) Seller has never been required to contribute to any “multiemployer plan” (as such term is defined in Section 5.14 are made to Seller’s Knowledge3(37) of ERISA). (b) With respect to each Employee PlanExcept as set forth in Schedule 5.17(B), Seller has delivered or made available to Buyer currentBuyer, with respect to each Seller’s ERISA Plan, correct and complete copies of allcopies, as where applicable, of (i) all plan documents and amendments thereto (oramendments, in the case of unwritten Employee Plans, written summaries of the material terms thereof)trust agreements and insurance and annuity contracts and policies, (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan)determination letter, (viii) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, (iv) the summary plan description currently in use and any other summary plan description in use at any time since January 1, 2000, (v) discrimination testing reports performed during the last two plan years and a description of any corrective action taken in response to any such reports and (vi) copies of correspondence from the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation regarding any correspondence plan audit or investigation or any intent to or from any Governmental Body relating to the foregoingconduct a plan audit. (c) Each Employee Plan has at all times been maintained Except as set forth in all material respects in accordance with its terms and all Requirements of LawSchedule 5.17(C), including each Seller’s ERISA and the Code, and each Company or ERISA Affiliate is in compliance in all material respects with its obligations with respect to each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding that such Plan is so qualified under the qualified status of such Employee PlanCode; and to Seller’s Knowledge, no circumstance exists which could reasonably be expected to might cause such Employee Plan to cease being so qualified or subject any Company to penalty with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereofqualified. (d) There Each Seller’s ERISA Plan complies, and has been administered to comply, with all Requirements of Law, and there has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Lawsuch compliance, and there are no actions, suits, arbitrations, inquiries, audits suits or claims (other than routine claims for benefits in the normal operation of an Employee Planbenefits) pending or, to the knowledge of Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within Plan or the meaning of Section 3(21) of ERISA) assets of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to any such TaxesPlan. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides Seller has no obligations under Seller’s ERISA Plans or has any obligations otherwise to provide health, health or death or other welfare benefits to or in respect of (i) an individual following such individual’s termination former employees of employment with respect to the Business of the CompaniesSeller, except as specifically required by the continuation requirements of Part 6 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither Seller has no liability of any Company nor any ERISA Affiliate has any Liability kind whatsoever, whether direct, indirect, contingent or otherwise, on account of (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISAERISA 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. Assuming that each of Seller’s ERISA or (v) with respect Benefit Plans which is subject to Title IV of ERISA were terminated as of the Closing Date, Seller would have no liability under Title IV of ERISA as a “multiemployer plan” (as result of such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A) of ERISAtermination. (g) All contributions required to be made with respect to any Employee Plans have been made, and each Company’s or Seller Group Member’s accrued obligations in respect of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statements. (hSchedule 5.17(G) Each Employee Plan that is subject to Section 409A of the Code has been, at all times when subject to Section 409A of the Code, maintained and operated in compliance with Section 409A of the Code. No Company has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A of the Code. contains: (i) Neither a list of all employees of Seller as of the execution date of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) will or can be reasonably expected to (i) entitle any current or former director, officer, employee or consultant of any Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefitAgreement; (ii) result in the acceleration of paymentpositions, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cashservice dates, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave statusposition dates and, if any, leave status (including a designation, if applicable, of the type of leave, the date leave began, and whether the leave is paid or unpaid, and anticipated return date) of each such employee or personemployee; (viiii) the then current annual compensation (including any bonuses, commissions and other cash compensation)of, and (vii) a description of the fringe benefits provided to each such employee as of the date hereof (including any car allowances and other perquisites but not including any health, medical, retirement or other similar benefits than those generally available to employees of Seller) provided by Seller to any such employees; (iv) a list of all employees)present or former employees of Seller paid in excess of $100,000 in calendar year 2003 who have terminated or given notice of their intention to terminate their relationship with Seller since January 1, 2003; (v) a list of any increase, effective after January 1, 2003, in the rate of compensation of any employees or commission salespersons; (vi) a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any employees or commission salespersons whose compensation as of January 1, 2003 was in excess of $100,000 per annum and (vii) a list of all COBRA Beneficiaries. (k) [Reserved.] (lh) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A5.17(H), (i) to the knowledge of Seller, no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized as a “conflict of interest”, including has any direct or indirect interests in the business of competitors, suppliers or customers competitors of any Companythe Business, and (ii) there are no assets situations with respect to the Business which involved or properties inventedinvolves (A) the use of any corporate funds for unlawful contributions, developedgifts, generated inentertainment or other unlawful expenses related to political activity; (B) the making of any direct or indirect unlawful payments to government officials or others from corporate funds or the establishment or maintenance of any unlawful or unrecorded funds; (C) the violation of any of the provisions of The Foreign Corrupt Practices Act of 1977, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatesrules or regulations promulgated thereunder; or (D) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A5.17(a) sets forth a true and correct list the name of each Employee Company Benefit Plan. With respect The Company has heretofore made available to any Employee Plan that is sponsored or administered by the NTCA—The Rural Broadband Association (formerly known as the National Telecommunications Cooperative Association), then notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this Section 5.14 are made to Seller’s Knowledge. (b) With Parent with respect to each Employee Company Benefit Plan, Seller has delivered or made available to Buyer currentas applicable, correct current and complete copies of all, as applicable, (i) all plan documents documents, related trust Contracts, insurance Contracts and policies and all amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof)thereto, (ii) all current summary plan descriptions and summaries of material modifications theretodescriptions, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) annual reports and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan yearsyears and (iv) summaries of any Company Benefit Plans for which there is not a plan document. (b) Each Company Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code is so qualified, and (vi) the Company has delivered or caused to be delivered to Parent the most recently received IRS determination letter or IRS opinion letter issued with respect to such plan. To the Knowledge of the Company, no event has occurred and no circumstances exist that would adversely affect the tax qualification of such Company Benefit Plan, and such Company Benefit Plan has not been amended since the effective date of its most recent determination letter or opinion letter in any correspondence to respect that might adversely affect its qualification, materially increase its cost or from any Governmental Body relating to the foregoingrequire security under Section 307 of ERISA. (c) Each Employee Company Benefit Plan has at all times been maintained in all material respects maintained and operated in accordance conformity with its terms and all applicable Requirements of Law, including the Code, ERISA and the CodeHealth Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each Company or ERISA Affiliate is in compliance in all material respects accordance with its obligations with respect to each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding the qualified status terms of such Employee Company Benefit Plan; and to Seller’s Knowledge, no circumstance exists which could reasonably be expected to cause such Employee Plan to cease being so qualified or subject any Company to penalty with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There Neither the Company nor any ERISA Affiliate sponsors, has been no notice issued by sponsored, contributes to, has contributed to, or has or had any Governmental Body questioning obligation or challenging liability with respect to (i) a plan subject to Title IV of ERISA, including any Employee Plan’s compliance with Requirements defined benefit plan (as defined in Section 3(35) of LawERISA), and there are no actions, suits, arbitrations, inquiries, audits or claims a multiemployer plan (other than routine claims for benefits as defined in the normal operation of an Employee Plan) pending or, to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(213(37) of ERISA) of any Employee Plan or a multiple employer plan subject to Part 4 Section 4063 or 4064 of Subtitle B ERISA, (ii) a multiple employer welfare benefit arrangement (as defined in Section 3(40)(A) of Title I ERISA) or (iii) a plan subject to Section 302 of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 Section 412 of the Code with respect to any Employee Plan and nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to any such TaxesCode. (e) Except as set forth in Schedule 5.14(E)With respect to managers, neither officers, employees, non-employee members of the board of directors or consultants of the Company, none of the Company Benefit Plans provides any Employee Plan nor any Company provides continuation of welfare benefits (including medical and life insurance benefits) after such person terminates employment or has any obligations services due to provide health, death retirement or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companiesreason, except as specifically required by for the coverage continuation requirements of Part 6 of Subtitle B of Title I of ERISA, ERISA or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereofsimilar state law. (f) Neither Except as set forth on Schedule 5.17(f), the Company has no liability of any Company nor any ERISA Affiliate has any Liability kind whatsoever, whether direct, indirect, contingent or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Subtitle B or 7 of Title I of ERISA or Section 4980B or 4980D of the Code, Code or (ii) under Section 502(i) or Section 502(l) of ERISA, (iii) under Section 302 of ERISA or Section 412 4975 of the Code, or (iv) under Title IV of ERISA or (v) with respect to a “multiemployer plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A) of ERISA. (g) All Except as set forth on Schedule 5.17(g), for each current or former officer, manager, employee or consultant of the Company, all contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any Company Benefit Plan, or by Requirements of Law, to any funds or trusts established thereunder or in connection therewith have been made by the Company or its ERISA Affiliates by the due date thereof (including any valid extension), and all contributions required to be made with respect for any period ending on or before the Effective Date have been, or will be, paid by the Company prior to any Employee the Effective Time. All premiums, fees and administrative expenses required to be paid under the Company Benefit Plans for the period on or before the Effective Date have been madebeen, and each Company’s or Seller Group Member’s accrued obligations in respect of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statementswill be, paid by the Company prior to the Effective Time. (h) Except as set forth on Schedule 5.17(h), there is no violation of ERISA or other applicable Requirements of Law with respect to the filing of applicable reports, documents or notices regarding the Company Benefit Plans with the Secretary of Labor, the Secretary of the Treasury or any other agency or the furnishing of such documents to the participants or beneficiaries of the Company Benefit Plans. All such reports, documents and notices were true, complete and correct in all material respects when filed or distributed. (i) There are no pending Actions with respect to the operation of the Company Benefit Plans (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 the Company, 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. (j) Except as set forth on Schedule 5.17(j), no Company Benefit Plan or Contract described in Section 5.17(k) 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, either alone or together with any other event, nor do such transactions or this Agreement create any liabilities or trigger any expenses under any Company Benefit Plan or Contract described in Section 5.17(k). No Company Benefit Plan or Contract described in Schedule 5.17(k), individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (k) Except as set forth on Schedule 5.17(k), the Company has not entered into any Contract that has not expired or been terminated with or for the benefit of any current or former officer, manager, employee or consultant of the Company, and no current or former officer, manager, employee or consultant of the Company owns, or has any right granted by the Company to acquire, any interest in the Company. (l) For each officer, manager, employee or consultant of the Company, Schedule 5.17(l) sets forth as of the date hereof the name, position, date of hire, current annual salary, hourly rate of pay, commission or bonus arrangement (as applicable), service credited for purposes of vesting and eligibility under any Company Benefit Plan, current status as either active or on leave and, if on leave, the type and date of such leave and the date on which such person is expected to return to active service. (m) No condition exists that would prevent the Company from amending or terminating any Company Benefit Plan without material cost. (n) Each Employee Company Benefit Plan that is subject to Section 409A of the Code (i) has been, at all times when subject to Section 409A of the Code, maintained been operated and operated administered in good faith compliance with Section 409A of the CodeCode prior to January 1, 2009 and (ii) has been documented, operated and administered in full compliance with Section 409A of the Code on or after January 1, 2009. No Company The 2007 Management Incentive Plan (and any other comparable plan, arrangement or agreement, including the Continuing Chairman Agreement) has been structured so that the payment of any obligation to provide any gross-up payment to any individual contingent consideration thereunder, such as payments mirroring the Contingent Merger Consideration (if any) payable under this Agreement, will comply with respect to any income tax, additional tax the applicable requirements of Section 409A of the Code and the Treasury Regulations thereunder or interest charge imposed pursuant to otherwise qualify for an available exemption from Section 409A of the Code. (io) Neither The Company has complied with all Department of Homeland Security, Department of Labor and State Department regulations governing the execution employment of this Agreement nor foreign national workers. The Company has also complied with all Requirements of Law related to H-1B workers, including the consummation payment of wages and the maintenance of public access files related to the filing of all ETA-9035 Labor Condition Applications. The Company has delivered to Parent I-9 files for all current employees of the transactions contemplated hereby (either alone Company and for all former employees of the Company with respect to whom I-9 record retention requirements apply. The Company has complied with required I-9 laws and regulations at the time it hired all current and former employees and has not knowingly hired or in combination with another event) will or can be reasonably expected continued to (i) entitle any current or former director, officer, employee or consultant employ unauthorized workers. The Company has not used the services of any person through a staffing agency, Contract or subcontract knowing that the person was an unauthorized worker. (p) The Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has does not have any obligation to make a "indemnify, hold harmless or provide any tax gross-up" up payment to, any individual with respect to any penalty tax, interest payments or similar payment in respect of any Taxes that other liability such individual may become payable incur under Section 4999 409A of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each such employee as of the date hereof (including any car allowances and other perquisites but not including any health, medical, retirement or other similar benefits generally available to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliates.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A4.17(a) sets forth contains a true and correct complete list of each Employee Plan and each Employee Agreement of iLead. iLead has no plan or commitment, whether legally binding or not, to establish any new Employee Plan. With respect , to enter into any Employee Agreement or to modify or to terminate any Employee Plan that is sponsored or administered Employee Agreement (except to the extent required by the NTCA—The Rural Broadband Association (formerly known law as the National Telecommunications Cooperative Associationpreviously disclosed to THK, or as required by this Agreement), then notwithstanding anything contained herein or has any intention to do any of the contrary, the representations and warranties set forth in this Section 5.14 are made foregoing been communicated to Seller’s Knowledgeemployees. (b) With iLead has provided to THK and iLead Acquisition Sub (1) current, true and complete copies of each Employee Plan and each Employee Agreement, including all amendments thereto, and trust or funding agreements with respect thereto, (2) the two most recent annual actuarial valuations, if any, prepared for each Employee Plan, (3) the two most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA in connection with each Employee Plan or related trust, (4) a statement of alternative form of compliance pursuant to Department of Labor Regulation §2520.104-23, if any, filed for each Employee Plan which is an “employee pension benefit plan” as defined in Section 3(2) of ERISA for a select group of management or highly compensated employees, (5) the most recent determination letter received from the IRS, if any, for each Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code, (6) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets and (7) the most recent summary plan description together with the most recent summary of modifications, if any, required under ERISA with respect to each Employee Plan, Seller has delivered or made available to Buyer current, correct and complete copies of all, as applicable, (i) plan documents and amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof), (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, and (vi) any correspondence to or from any Governmental Body relating to the foregoing. (c) Each Except to the extent any action does not have a Material Adverse Effect on iLead, (1) iLead has performed all obligations required to be performed by it under each Employee Plan and Employee Agreement and is not in default under or in violation of any Employee Plan or Employee Agreement, (2) each Employee Plan has at all times been established and maintained in all material respects in accordance with its terms and all Requirements of Law, including ERISA and the Code, and each Company or ERISA Affiliate is in compliance in with all material respects with its obligations with respect to requirements of Laws, (3) each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a401 of the Code is so qualified and a determination letter has been issued by the IRS to the effect that each Employee Plan is so qualified and that each trust forming a part of any Employee Plan is exempt from tax pursuant to Section 501(a) of the Code has either received a currently effective favorable determination letter from and, to the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding Knowledge of iLead and the qualified status of such Employee Plan; and to Seller’s KnowledgeShareholders, no circumstance exists circumstances, exist which could reasonably be expected to cause such Employee Plan to cease being so qualified adversely affect this qualification or subject any Company to penalty exemption, (4) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Law, and (5) there are no actions, suitsproceedings, arbitrations, inquiries, audits suits or claims pending or, to the Knowledge of iLead and the Shareholders, threatened or anticipated (other than routine claims for benefits in the normal operation of an Employee Plan) pending orbenefits), to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing or Employee Agreement, (6) no event or transaction has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to would result in the imposition of any such Taxes. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companies, except as specifically required by the continuation requirements of Part 6 tax under Chapter 43 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B D of the Code, (ii7) no Employee Plan is under Section 502(i) audit or Section 502(l) investigation by the IRS, the Department of ERISALabor or other Governmental Authority and, to the Knowledge of iLead and the Shareholders, no audit or investigation is pending or threatened, (iii8) no liability under any Employee Plan has been funded or has any obligation been satisfied with the purchase of a Contract from an insurance company as to which iLead has received notice that insurance company is insolvent or is in rehabilitation or any similar proceeding, (9) under Section 302 of ERISA iLead has timely deposited and transmitted, or Section 412 accrued, all amounts withheld from employees for contributions or premium payments for each Employee Plan into the appropriate trusts or accounts and (10) each Employee Plan that allows loans to plan participants has been operated in accordance with the plan’s written loan policy; in addition, all outstanding loans from all Employee Plans are current as of the CodeClosing Date, and there are no loans in default. (d) iLead is not the sponsor, and does not maintain, contribute to, or (iv) under Title IV of ERISA have any liability in respect of, and has never sponsored, maintained, contributed to, or (v) with had any liability in respect of, or been required to a contribute to, an “multiemployer employee pension benefit plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A3(2) of ERISA that is subject to Title IV of ERISA, or a “multiple employer plan” (within the meaning of Section 413 of the Code). (e) iLead (1) does not maintain or contribute to any Employee Plan that provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any employee upon his or her retirement or termination of employment, except as may be required by Section 4980B of the Code or otherwise at the expense of the employee, and (2) does not have any obligation or agreement (whether in oral or written form) to any employee (either individually or to employees as a group) that such employee(s) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code or otherwise at the expense of the employee. (f) The execution of, and performance of this Agreement and the Other Documents and the transactions contemplated hereby and thereby will not constitute an event under any Employee Plan or Employee Agreement that will result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (g) All contributions required to be made with respect to any No Employee Plans have been made, and each Company’s Plan or Seller Group Member’s accrued obligations Employee Agreement is funded by a trust described in respect Section 501(c)(9) of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statementsthe Code. (h) Each Employee Plan that iLead is subject to Section 409A not (1) a Shareholders of a “controlled group of corporations,” or an “affiliated service group” within the Code has been, at all times when subject to Section 409A meanings of Sections 414(b) or (m) of the Code, maintained and operated in compliance (2) required to be aggregated with any Person under Section 409A 414(o) of the Code. No Company has ; or (3) under “common control,” with any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax Person within the meaning of Section 4001(a)(14) of ERISA or interest charge imposed pursuant to Section 409A 414(c) of the Code. (i) Neither iLead has complied with the execution of this Agreement nor the consummation requirements of the transactions contemplated hereby (either alone or in combination HIPAA Medical Privacy Regulations with another event) will or can be reasonably expected to (i) entitle any current or former director, officer, employee or consultant of any Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each Employee Plan that is subject to such employee as of the date hereof (including any car allowances requirements and other perquisites but not including any health, medical, retirement or other similar benefits generally available with respect to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized iLead’s status as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatescovered entity” as defined therein.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth 2.10 contains a true and correct list description of each "employee pension benefit plan" (as such term is defined in Section 3(2) of Employee Plan. With respect to any Employee Plan that Retirement Income Security Act of 1974, as amended ("ERISA")) or "welfare benefit plan" (as such term is sponsored or administered by the NTCA—The Rural Broadband Association (formerly known as the National Telecommunications Cooperative Associationdefined in Section 3(1) of ERISA), then notwithstanding anything contained herein to the contrarymaintained by Seller, the representations and warranties set forth in this Section 5.14 are made to Seller’s Knowledge. (b) With respect to each Employee Plan, Seller has delivered or made available to Buyer current, correct and complete copies of all, as applicable, (i) plan documents and amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof), (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, and (vi) any correspondence to or from any Governmental Body relating to the foregoing. (c) Each Employee Plan has at all times been maintained in all material respects in accordance with its terms and all Requirements of Law, including ERISA and the Code, and each Company or ERISA Affiliate is in compliance in all material respects with its obligations with respect to each Employee Plan (including obligations regarding filings and participant disclosures)which Seller is required to contribute, on behalf of any employees of Seller. Each Employee Plan of the plans described in such schedule which is intended to qualify under Section 401(a) of the Internal Revenue Code has either received a currently effective favorable determination letter from (the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan"Code"), in each case, regarding the qualified status of such Employee Plan; and to Seller’s Knowledge, no circumstance exists which could reasonably be expected to cause such Employee Plan to cease being so qualified or subject any Company to penalty with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Law, and there are no actions, suits, arbitrations, inquiries, audits or claims (other than routine claims for benefits in the normal operation of an Employee Plan) pending or, to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to any such Taxes. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companies, except as specifically required by the continuation requirements of Part 6 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA, (iii) under Section 302 of ERISA or Section 412 of the Code, or (iv) under Title IV of ERISA or (v) with respect to a “"multiemployer plan” " (as such term is defined in Section 4001 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. No Company 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 Seller, 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 Seller's employee plans subject to Title IV of ERISA has terminated since September 2, 1974; no proceeding has been initiated to terminate any Liability with respect to a “multiple employer welfare arrangement” such plan; and there has been no "reportable event" (within the meaning of Section 3(40)(A4043(b) of ERISA) since September 2, 1974. Seller 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 Seller is not aware of any events which could result in any such partial or complete withdrawal. None of Seller's employee plans which is a defined benefit plan has incurred any "accumulated funding deficiency" (within the meaning of Section 412 of the Code), whether or not waived. Assuming that each of Seller's employee plans which is subject to Title IV of ERISA (other than multiemployer plans) were terminated as of the Closing Date, Seller would not have any liability under Title IV of ERISA as a result of such termination. The Seller has no obligations under any of Seller's employee plans or otherwise to provide health benefits to former employees of Seller, except as specifically required by law. (gc) All contributions required Except as to be multiemployer plans (as to which this representation and warranty is made to the best knowledge of Seller), neither Seller nor, to the best knowledge of Seller, 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 Employee Plans have been madeof Seller's employee plans which could subject any such plan (or its related trust) or Seller, and each Company’s or any officer, director or employee of Seller Group Member’s accrued obligations in respect to the penalty or tax under Section 402(i) of Employee Plans have been satisfied ERISA or accrued and reflected in such Entity’s financial statements. (h) Each Employee Plan that is subject to Section 409A of the Code has been, at all times when subject to Section 409A of the Code, maintained and operated in compliance with Section 409A of the Code. No Company has any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax or interest charge imposed pursuant to Section 409A 4975 of the Code. (id) Neither There is no pending or, to the execution best knowledge of this Agreement nor the consummation Seller, threatened claim which alleges any violation of the transactions contemplated hereby (either alone ERISA or in combination with another event) will or can be reasonably expected to any other law (i) entitle any current by or former director, officer, employee or consultant on behalf of any Company to any payment (including severance pay of Seller's plans or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration by any employee of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each such employee as of the date hereof (including any car allowances and other perquisites but not including any health, medical, retirement or other similar benefits generally available to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatesplan participant or beneficiary against any such plan.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth 4.17 contains a true and correct complete list of each Employee Plan and each Employee Agreement of PrimaryAds. PrimaryAds has no plan or commitment, whether legally binding or not, to establish any new Employee Plan. With respect , to enter into any Employee Agreement or to modify or to terminate any Employee Plan that is sponsored or administered Employee Agreement (except to the extent required by the NTCA—The Rural Broadband Association (formerly known law as the National Telecommunications Cooperative Associationpreviously disclosed to THK, or as required by this Agreement), then notwithstanding anything contained herein or has any intention to do any of the contrary, the representations and warranties set forth in this Section 5.14 are made foregoing been communicated to Seller’s Knowledgeemployees. (b) With PrimaryAds has provided to THK (1) current, true and complete copies of each Employee Plan and each Employee Agreement, including all amendments thereto, and trust or funding agreements with respect thereto, (2) the two most recent annual actuarial valuations, if any, prepared for each Employee Plan, (3) the two most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA in connection with each Employee Plan or related trust, (4) a statement of alternative form of compliance pursuant to Department of Labor Regulation §2520.104-23, if any, filed for each Employee Plan which is an “employee pension benefit plan” as defined in Section 3(2) of ERISA for a select group of management or highly compensated employees, (5) the most recent determination letter received from the IRS, if any, for each Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code, (6) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets, and (7) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan, Seller has delivered or made available to Buyer current, correct and complete copies of all, as applicable, (i) plan documents and amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof), (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, and (vi) any correspondence to or from any Governmental Body relating to the foregoing. (c) Each Except to the extent any action does not have a Material Adverse Effect on PrimaryAds (1) PrimaryAds has performed in all material respects all obligations required to be performed by it under each Employee Plan and Employee Agreement and is not in default under or in violation of any Employee Plan or Employee Agreement, (2) each Employee Plan has at all times been established and maintained in all material respects in accordance with its terms and all Requirements of Law, including ERISA and the Code, and each Company or ERISA Affiliate is in compliance in with all material respects with its obligations with respect to requirements of Laws, (3) each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a401 of the Code is so qualified and a determination letter has been issued by the IRS to the effect that each Employee Plan is so qualified and that each trust forming a part of any Employee Plan is exempt from tax pursuant to Section 501(a) of the Code has either received a currently effective favorable determination letter from and, to the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding the qualified status knowledge of such Employee Plan; and to Seller’s KnowledgePrimaryAds, no circumstance exists circumstances, exist which could reasonably be expected to cause such Employee Plan to cease being so qualified adversely affect this qualification or subject any Company to penalty exemption, (4) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Law, and (5) there are no actions, suitsproceedings, arbitrations, inquiries, audits suits or claims pending or, to the knowledge of PrimaryAds, threatened or anticipated (other than routine claims for benefits in the normal operation of an Employee Plan) pending orbenefits), to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing or Employee Agreement, (6) no event or transaction has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to would result in the imposition of any such Taxes. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companies, except as specifically required by the continuation requirements of Part 6 tax under Chapter 43 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B D of the Code, (ii7) no Employee Plan is under Section 502(i) audit or Section 502(l) investigation by the IRS, the Department of ERISALabor or other governmental authority and, to the knowledge of PrimaryAds, no audit or investigation is pending or threatened, (iii8) no liability under any Employee Plan has been funded or has any obligation been satisfied with the purchase of a contract from an insurance company as to which PrimaryAds has received notice that insurance company is insolvent or is in rehabilitation or any similar proceeding, (9) under Section 302 of ERISA PrimaryAds has timely deposited and transmitted, or Section 412 accrued, all amounts withheld from employees for contributions or premium payments for each Employee Plan into the appropriate trusts or accounts, and (10) each Employee Plan that allows loans to plan participants has been operated in all material respects in accordance with the plan’s written loan policy; in addition, all outstanding loans from all Employee Plans are current as of the CodeClosing Date, and there are no loans in default. (d) PrimaryAds is not the sponsor, and does not maintain, contribute to, or (iv) under Title IV of ERISA have any liability in respect of, and has never sponsored, maintained, contributed to, or (v) with had any liability in respect of, or been required to a contribute to, an “multiemployer employee pension benefit plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A3(2) of ERISA that is subject to Title IV of ERISA, or a “multiple employer plan” (within the meaning of Section 413 of the Code). (e) PrimaryAds (1) does not maintain or contribute to any Employee Plan that provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any employee upon his or her retirement or termination of employment, except as may be required by Section 4980B of the Code or otherwise at the expense of the employee, and (2) does not have any obligation or agreement (whether in oral or written form) to any employee (either individually or to employees as a group) that such employee(s) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code or otherwise at the expense of the employee. (f) The execution of, and performance of this Agreement and the transactions contemplated hereby will not constitute an event under any Employee Plan or Employee Agreement that will result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (g) All contributions required to be made with respect to any No Employee Plans have been made, and each Company’s Plan or Seller Group Member’s accrued obligations Employee Agreement is funded by a trust described in respect Section 501(c)(9) of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statementsthe Code. (h) Each Employee Plan that PrimaryAds is subject to Section 409A not (1) a member of a “controlled group of corporations,” or an “affiliated service group” within the Code has been, at all times when subject to Section 409A meanings of Sections 414(b) or (m) of the Code, maintained and operated in compliance (2) required to be aggregated with any Person under Section 409A 414(o) of the Code. No Company has ; or (3) under “common control,” with any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax Person within the meaning of Section 4001(a)(14) of ERISA or interest charge imposed pursuant to Section 409A 414(c) of the Code. (i) Neither PrimaryAds has complied in all material respects with the execution of this Agreement nor the consummation requirements of the transactions contemplated hereby (either alone or in combination HIPAA Medical Privacy Regulations with another event) will or can be reasonably expected to (i) entitle any current or former director, officer, employee or consultant of any Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each Employee Plan that is subject to such employee as of the date hereof (including any car allowances requirements and other perquisites but not including any health, medical, retirement or other similar benefits generally available with respect to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized PrimaryAds’ status as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatescovered entity” as defined therein.

Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth 4.17 contains a true and correct complete list of each Employee Plan and each employee agreement of Morex. Morex has no plan or commitment, whether legally binding or not, to establish any new Employee Plan. With respect , to enter into any employee agreement or to modify or to terminate any Employee Plan that is sponsored or administered employee agreement (except to the extent required by the NTCA—The Rural Broadband Association (formerly known law as the National Telecommunications Cooperative Associationpreviously disclosed to THK, or as required by this Agreement), then notwithstanding anything contained herein or has any intention to do any of the contrary, the representations and warranties set forth in this Section 5.14 are made foregoing been communicated to Seller’s Knowledgeemployees. (b) With Morex has provided to THK (1) current, true and complete copies of each Employee Plan and each employee agreement, including all amendments thereto, and trust or funding agreements with respect thereto, (2) the two most recent annual actuarial valuations, if any, prepared for each Employee Plan, (3) the two most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA in connection with each Employee Plan or related trust, (4) a statement of alternative form of compliance pursuant to Department of Labor Regulation §2520.104-23, if any, filed for each Employee Plan which is an “employee pension benefit plan” as defined in Section 3(2) of ERISA for a select group of management or highly compensated employees, (5) the most recent determination letter received from the IRS, if any, for each Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code, (6) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets, and (7) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan, Seller has delivered or made available to Buyer current, correct and complete copies of all, as applicable, (i) plan documents and amendments thereto (or, in the case of unwritten Employee Plans, written summaries of the material terms thereof), (ii) summary plan descriptions and summaries of material modifications thereto, (iii) trust agreements, insurance contracts or other funding vehicles, (iv) the most recent IRS determination, opinion or advisory letter relating to the tax-qualified status of the Employee Plan (unless such Employee Plan is a prototype or volume submitter plan), (v) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, and (vi) any correspondence to or from any Governmental Body relating to the foregoing. (c) Each Except to the extent any action does not have a Material Adverse Effect on Morex (1) Morex has performed in all material respects all obligations required to be performed by it under each Employee Plan and employee agreement and is not in default under or in violation of any Employee Plan or employee agreement, (2) each Employee Plan has at all times been established and maintained in all material respects in accordance with its terms and all Requirements of Law, including ERISA and the Code, and each Company or ERISA Affiliate is in compliance in with all material respects with its obligations with respect to requirements of Laws, (3) each Employee Plan (including obligations regarding filings and participant disclosures). Each Employee Plan which is intended to qualify under Section 401(a401 of the Code is so qualified and a determination letter has been issued by the IRS to the effect that each Employee Plan is so qualified and that each trust forming a part of any Employee Plan is exempt from tax pursuant to Section 501(a) of the Code has either received a currently effective favorable determination letter from and, to the IRS or may rely upon an opinion or advisory letter for a prototype or volume submitter plan, in each case, regarding the qualified status knowledge of such Employee Plan; and to Seller’s KnowledgeMorex, no circumstance exists circumstances, exist which could reasonably be expected to cause such Employee Plan to cease being so qualified adversely affect this qualification or subject any Company to penalty exemption, (4) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to an Employee Plan upon audit. No Employee Plan is maintained for the benefit of employees outside of the United States or is otherwise subject to the laws of any jurisdiction other than the United States or a political subdivision thereof. (d) There has been no notice issued by any Governmental Body questioning or challenging any Employee Plan’s compliance with Requirements of Law, and (5) there are no actions, suitsproceedings, arbitrations, inquiries, audits suits or claims pending or, to the knowledge of Morex, threatened or anticipated (other than routine claims for benefits in the normal operation of an Employee Plan) pending orbenefits), to Seller’s Knowledge, threatened involving any such Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Employee Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Employee Plan that could subject any Company or an employee employed with respect to the Business of any Company to any liability (including liability on account of an indemnification obligation). No Company has ever incurred any excise Taxes under Chapter 43 of the Code with respect to any Employee Plan and nothing or employee agreement, (6) no event or transaction has occurred with respect to any Employee Plan that could reasonably be expected to subject such Company to would result in the imposition of any such Taxes. (e) Except as set forth in Schedule 5.14(E), neither any Employee Plan nor any Company provides or has any obligations to provide health, death or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with respect to the Business of the Companies, except as specifically required by the continuation requirements of Part 6 tax under Chapter 43 of Subtitle B of Title I of ERISA, or (ii) an individual who is neither a current or former employee of that Company, any Affiliated employer or a dependent thereof. (f) Neither any Company nor any ERISA Affiliate has any Liability (i) on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B D of the Code, (ii7) no Employee Plan is under Section 502(i) audit or Section 502(l) investigation by the IRS, the Department of ERISALabor or other Governmental Authority and, to the knowledge of Morex, no audit or investigation is pending or threatened, (iii8) no liability under any Employee Plan has been funded or has any obligation been satisfied with the purchase of a contract from an insurance company as to which Morex has received notice that insurance company is insolvent or is in rehabilitation or any similar proceeding, (9) under Section 302 of ERISA Morex has timely deposited and transmitted, or Section 412 accrued, all amounts withheld from employees for contributions or premium payments for each Employee Plan into the appropriate trusts or accounts, and (10) each Employee Plan that allows loans to plan participants has been operated in all material respects in accordance with the plan’s written loan policy; in addition, all outstanding loans from all Employee Plans are current as of the CodeClosing Date, and there are no loans in default. (d) Morex is not the sponsor, and does not maintain, contribute to, or (iv) under Title IV of ERISA have any liability in respect of, and has never sponsored, maintained, contributed to, or (v) with had any liability in respect of, or been required to a contribute to, an “multiemployer employee pension benefit plan” (as such term is defined in Section 4001 of ERISA). No Company has any Liability with respect to a “multiple employer welfare arrangement” within the meaning of Section 3(40)(A3(2) of ERISA that is subject to Title IV of ERISA, or a “multiple employer plan” (within the meaning of Section 413 of the Code). (e) Morex (1) does not maintain or contribute to any Employee Plan that provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any employee upon his or her retirement or termination of employment, except as may be required by Section 4980B of the Code or otherwise at the expense of the employee, and (2) does not have any obligation or agreement (whether in oral or written form) to any employee (either individually or to employees as a group) that such employee(s) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code or otherwise at the expense of the employee. (f) The execution of, and performance of this Agreement and the transactions contemplated hereby will not constitute an event under any Employee Plan or employee agreement that will result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (g) All contributions required to be made with respect to any No Employee Plans have been made, and each Company’s Plan or Seller Group Member’s accrued obligations employee agreement is funded by a trust described in respect Section 501(c)(9) of Employee Plans have been satisfied or accrued and reflected in such Entity’s financial statementsthe Code. (h) Each Employee Plan that Morex is subject to Section 409A not (1) a member of a “controlled group of corporations,” or an “affiliated service group” within the Code has been, at all times when subject to Section 409A meanings of Sections 414(b) or (m) of the Code, maintained and operated in compliance (2) required to be aggregated with any Person under Section 409A 414(o) of the Code. No Company has ; or (3) under “common control,” with any obligation to provide any gross-up payment to any individual with respect to any income tax, additional tax Person within the meaning of Section 4001(a)(14) of ERISA or interest charge imposed pursuant to Section 409A 414(c) of the Code. (i) Neither Morex has complied in all material respects with the execution of this Agreement nor the consummation requirements of the transactions contemplated hereby (either alone or in combination HIPAA Medical Privacy Regulations with another event) will or can be reasonably expected to (i) entitle any current or former director, officer, employee or consultant of any Company to any payment (including severance pay or similar compensation), any cancellation of indebtedness, any increase in compensation or any other benefit; (ii) result in the acceleration of payment, funding or vesting under any Employee Plan; or (iii) result in any increase in benefits payable under any Employee Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) can reasonably be expected to constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Company has any obligation to make a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code. (j) Schedule 5.14(J) contains a true and complete list of all persons who are employees of, and other persons providing services to, each Company as of the date hereof (including all employees who are on approved leave of absence) and accurately sets forth for each such employee the following: (i) name, (ii) title or position, (iii) full or part time status, (iv) hire date, (v) leave status, if any, (including a designation, if applicable, of the type of leave, the date leave began, whether the leave is paid or unpaid, and anticipated return date) of each such employee or person; (vi) annual compensation (including any bonuses, commissions and other cash compensation), and (vii) a description of the fringe benefits provided to each Employee Plan that is subject to such employee as of the date hereof (including any car allowances requirements and other perquisites but not including any health, medical, retirement or other similar benefits generally available with respect to all employees). (k) [Reserved.] (l) Except as set forth in Schedule 5.14(L) or Schedule 5.27(A), (i) no Company is involved in any transaction or other situation with any employee, officer, director or Affiliate of Seller which may be generally characterized Morex’ status as a “conflict of interest”, including direct or indirect interests in the business of competitors, suppliers or customers of any Company, and (ii) there are no assets or properties invented, developed, generated in, used in or necessary for any Company or its Business (including any Intellectual Property) that following the Closing will be owned, held, used or controlled by Seller or any Affiliatescovered entity” as defined therein.