Common use of Employees; Employee Benefit Matters Clause in Contracts

Employees; Employee Benefit Matters. (a) To Trailblazer’s Knowledge, each officer of the Group Companies is currently deploying all of his or her time during normal business hours to the conduct of the business of the applicable Group Company, as the case may be. As of the date hereof, there are no Listed Employees, Employee Group or officer of any Group Company who are currently under notice of termination of employment and neither Trailblazer nor any Group Company have any Knowledge that any officer or Listed Employee or Employee Group of any Group Company is planning in the future to terminate his or her or their employment with such Group Company. To Trailblazer’s Knowledge, no current employee, officer, or director of any Group Company is a party to, or is otherwise bound by, any agreement or arrangement, including any employment, agency, independent contractor, confidentiality, non-competition or proprietary rights agreement or any other similar agreement or contract between such individual and any Person other than the Group Companies, that in any way adversely affects, or will adversely affect, in any material respect, the performance of his or her duties as an employee, officer or director of any Group Company or the ability of any Group Company to conduct its business as currently conducted. (b) As of the last Business Day in Korea immediately preceding the date hereof, the Group Companies collectively have such number of employees, contractors and dispatched workers as set forth in Schedule 2.10(b) of the Disclosure Schedule. To Trailblazer’s Knowledge, no consultant, independent contractor, contractor’s employee, agents, “dispatched worker” (under the Dispatched Workers Protection Act) or other third party, or personnel assigned to the Group Companies by a third party, or any former employee has claimed to be currently employed by Group Companies, and there is no reasonable basis for any court or Government Entity to declare (i) any such Person’s service relationship with the Group Companies to be employment in nature or (ii) such Person to be obligated to employment by the Group Companies under relevant Laws. (c) As of the last Business Day in Korea immediately preceding the date hereof, except as set forth on Section 2.10(c) of the Disclosure Schedule, there are no outstanding offers of employment with the Group Companies at the senior executive level or above, or otherwise that in the aggregate total more than fifty (50) new hires. (d) No Group Company is a party to any contract or agreement that would prevent it from making, or limit its ability to make, reductions in its work force (including agents or independent contractors) other than the limitation to dismissal or lay-off under Korean Labor Standards Act and other applicable Law. No Group Company has entered into any agreement or commitment with its directors, officers and employees, either directly or indirectly, providing for any Group Company to pay to said director, officer, or employee consideration, compensation or indemnity of any kind for the termination of his or her employment or service agreement or employment or service contracts with any Group Company for any reason in an amount greater than those established as minimum compensation by applicable Law. (e) Other than those stated in Section 2.10(e) of the Disclosure Schedule, each Group Company is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws, its rules of employment, or its collective bargaining agreement, if any, relating to employment, industrial relations, labor unions, severance benefits (including payment and interim settlement thereof and provisioning thereof), social insurance programs, equal employment, worker dispatch, employment of veterans and the handicapped, and prohibition of discrimination, outsourced workers, including the Korean Labor Standards Act. There are no charges or claims against any Group Company pending or, to the Knowledge of Trailblazer, threatened in writing to be brought or filed with any Government Entity in connection with any such Laws, its rules of employment, or its collective bargaining agreement, if any, and there are no contributions due and unpaid under any such Laws its rules of employment, or its collective bargaining agreement, if any, by any Group Company. To Trailblazer’s Knowledge, there are no material labor relations problems being experienced or existing or pending by the Group Companies, including any strikes, slowdown, picketing, work stoppage or union organization activities, threatened or actual. (f) Section 2.10(f) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of each employee welfare benefit plan, material personnel or payroll policy (including vacation time, holiday pay, service awards, moving expense reimbursement programs, sick leave, maternity leave and pensions but excluding the payment of regular or standard salary or wages), or material fringe benefit, severance agreement or plan or any medical, hospital, dental, life or disability plan, excess benefit plan, bonus, stock option, stock purchase or other incentive plan (including any equity or equity—based plan), deferred compensation plan, salary reduction agreement, change—of—control agreement, employment agreement, consulting agreement, collective bargaining agreement, indemnification agreement, or retainer agreement, or any other material benefit plan, policy program, arrangement, agreement or contract, whether or not written, with respect to any employee, former employee, officer, director or any beneficiary or dependent thereof of any Group Company (including any “employee benefit plan” required under applicable law) (collectively, the “Employee Benefit Plans”), maintained, or contributed to, by any Group Company or to which any Group Company has any material Liability. (g) With respect to each Employee Benefit Plan, to the extent applicable, Trailblazer has caused the Group Companies to deliver or make available to Investor a true, correct and complete copy of: (A) each writing constituting a part of such Employee Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (B) the current summary plan description and any material modifications thereto, if any; (C) the most recent annual financial report, trustee report, audit report, or actuarial report, if any; and (D) the most recent determination letter from the applicable Tax authorities, if any. Except as specifically provided in the foregoing documents made available to Investor, there are no material amendments to any Employee Benefit Plan that have been adopted or approved nor have the Group Companies undertaken to make any such material amendments or to adopt or approve any new Employee Benefit Plan. (h) There are no pending lawsuits, claims or, to Trailblazer’s Knowledge, written complaints by any Person or Government Entity against any of the Group Companies with respect to any Employee Benefit Plan (other than routine claims for benefits). There are, and since January 1, 2013 there have been, no audits by any Government Entity with respect to any Employee Benefit Plan. (i) No Employee Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Group Companies beyond their retirement or other termination of service, other than severance benefits disclosed to Investor, coverage mandated by applicable Law or deferred compensation benefits accrued as liabilities on the books of any Group Company. (j) Each of the Employee Benefit Plans has been operated and administered in all material respects in accordance with applicable Laws of any Government Entity for the past three (3) years. All contributions or other amounts payable by any Group Company as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years will have been paid or accrued before Closing in accordance with the appropriate plan document, insurance contract or as otherwise required by applicable Law. (k) Other than those stated in Section 2.10(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) entitle any current or former employee, officer, director, agent or independent contractor of any Group Company to severance pay, unemployment compensation or any other compensatory payment or (B) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee, officer, director, agent or independent contractor, except as expressly provided in this Agreement or an employment agreement or (C) entitle any employee, officer, director, agent or independent contractor to exercise a change of control right or (D) or result in any other material change in any obligation under any employment, consulting, commission or severance agreement or other similar arrangement between any Group Company and any employee, officer, director, agent or independent contractor of any Group Company that results in additional material Liability to any Group Company. (l) The Group Companies are not liable for any due and unpaid wages, bonuses, incentives, severance, allowances, commissions, damages or benefits to or with respect to their respective current or former directors, officers, employees, independent contractors or consultants. All interim severance payments made to employees of the Group Companies qualify as “Interim Severance” payments for purposes of the Korean Employee Severance Income Security Act. (m) On or prior to the date of this Agreement, neither the Group Companies, their Affiliates nor any of their respective Representatives has entered into any Contract for the payment of any Employee Contribution Bonus with any employee or contractor of the Group Companies, or any representative of any labor union representing any employees or contractors, or representatives of any other body authorized to negotiate and/or act on behalf of such employees. (n) Trailblazer has delivered or made available to Investor copies of (A) forms of any standard employment agreement between each Group Companies and its respective employees, officers, or directors and (B) the employee handbook and code of conduct of each Group Company. (o) As of the date hereof, there are no labor unions representing any employees of the Group Companies, and there are no collective bargaining agreements affecting any such employees. (p) It is not necessary, nor is it reasonably expected to be necessary, to use, in connection with the operations or business of any Group Company, any inventions of any of the employees, agents, independent contractors or consultants of the Group Companies (or persons it currently intends to hire or engage) made prior to or outside the scope of their employment or engagement by the Group Companies, other than those which have been assigned or licensed to the Group Companies.

Employees; Employee Benefit Matters. (ai) To TrailblazerSeller’s Knowledge, each officer of the Group Companies Company and each of its Subsidiaries is currently deploying all of his or her time during normal business hours to the conduct of the business of the applicable Group CompanyCompany or such Subsidiary, as the case may be. As of the date hereof, there are no Listed Employees, Employee Group or officer of the Company or any Group Company of its Subsidiaries who are currently under notice of termination of employment and neither Trailblazer the Company nor any Group Company of its Subsidiaries have any Knowledge that any officer or Listed Employee or Employee Group of the 25 Company or any Group Company of its Subsidiaries is planning in the future to terminate his or her or their employment with the Company or such Group CompanySubsidiary. To TrailblazerSeller’s Knowledge, no current employee, officer, or director of the Company or any Group Company of its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any employment, agency, independent contractor, confidentiality, non-competition non‑competition or proprietary rights agreement or any other similar agreement or contract between such individual and any Person person other than the Group CompaniesCompany or its Subsidiaries, that in any way adversely affects, or will adversely affect, in any material respect, the performance of his or her duties as an employee, officer or director of the Company or any Group Company of its Subsidiaries or the ability of the Company or any Group Company of its Subsidiaries to conduct its business as currently conducted. (bii) As of the last Business Day in Korea immediately preceding the date hereofEffective Date, the Group Companies Company and its Subsidiaries collectively have such number of employees, contractors and dispatched workers as set forth in Schedule 2.10(b3.1(j)(ii) of the Disclosure Schedule. To TrailblazerSeller’s Knowledge, no consultant, independent contractor, contractor’s employee, agents, “dispatched worker” (under the Dispatched Workers Protection Act) or other third party, or personnel assigned to the Group Companies Company or any of its Subsidiaries by a third party, or any former employee has claimed to be currently employed by Group Companiesthe Company or any of its Subsidiaries, and there is no reasonable basis for any court or Government Governmental Entity to declare (i) any such Personperson’s service relationship with the Group Companies Company or any of its Subsidiaries to be employment in nature or (ii) such Person to be obligated to employment by the Group Companies under relevant Lawsnature. (ciii) As of the last Business Day in Korea immediately preceding the date hereofEffective Date, except as set forth on Section 2.10(c3.1(j)(iii) of the Disclosure Schedule, there are no outstanding offers of employment with the Group Companies Company or any of its Subsidiaries at the senior executive level or above, or otherwise that in the aggregate total more than fifty (50) new hires. (div) No Group Neither the Company nor any of its Subsidiaries is a party to any contract or agreement that would prevent it from making, or limit its ability to make, reductions in its work force (including agents or independent contractors) other than the limitation to dismissal or lay-off lay‑off under Korean Labor Standards Act and other applicable Law. No Group Neither the Company nor any of its Subsidiaries has entered into any agreement or commitment with its directors, officers and employees, either directly or indirectly, providing for the Company or any Group Company of its Subsidiaries to pay to said director, officer, or employee consideration, compensation or indemnity of any kind for the termination of his or her employment or service agreement or employment or service contracts with the Company or any Group Company of its Subsidiaries for any reason in an amount greater than that those established as minimum compensation by applicable Law. (ev) Other than those stated in Section 2.10(e3.1(j)(v) of the Disclosure Schedule, the Company and each Group Company of its Subsidiaries is, and for the past three (3) years 26 has been, in compliance in all material respects with all applicable Laws, its rules of employment, or its collective bargaining agreement, if any, Laws relating to employment, industrial relations, labor unions, severance benefits (including payment and interim settlement thereof and provisioning thereof), social insurance programs, equal employment, worker dispatch, employment of veterans and the handicapped, and prohibition of discrimination, outsourced workers, including without limitation, the Korean Labor Standards Act. There are no charges or claims against the Company or any Group Company of its Subsidiaries pending or, to the Knowledge of TrailblazerSeller, threatened in writing to be brought or filed with any Government Governmental Entity in connection with any such Laws, its rules of employment, or its collective bargaining agreement, if any, and there are no contributions due and unpaid under any such Laws by the Company or any of its rules of employment, or its collective bargaining agreement, if any, by any Group CompanySubsidiaries. To TrailblazerSeller’s Knowledge, there are no material labor relations problems being experienced or existing or pending by the Group CompaniesCompany or any of its Subsidiaries, including any strikes, slowdown, picketing, work stoppage or union organization activities, threatened or actual. (fvi) Section 2.10(f3.1(j)(vi) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of each employee welfare benefit plan, material personnel or payroll policy (including vacation time, holiday pay, service awards, moving expense reimbursement programs, sick leave, maternity leave and pensions but excluding the payment of regular or standard salary or wages), or material fringe benefit, severance agreement or plan or any medical, hospital, dental, life or disability plan, excess benefit plan, bonus, stock option, stock purchase or other incentive plan (including any equity or equity—based equity‑based plan), deferred compensation plan, salary reduction agreement, change—of—control change‑of‑control agreement, employment agreement, consulting agreement, collective bargaining agreement, indemnification agreement, or retainer agreement, or any other material benefit plan, policy program, arrangement, agreement or contract, whether or not written, with respect to any employee, former employee, officer, director or any beneficiary or dependent thereof of the Company or any Group Company of its Subsidiaries (including including, without limitation, any “employee benefit plan” required under applicable law) law (collectively, the “Employee Benefit Plans”), maintained, or contributed to, by the Company or any Group Company of its Subsidiaries or to which the Company or any Group Company has of its Subsidiaries have any material Liabilityliability, contingent or otherwise. (gvii) With respect to each Employee Benefit Plan, to the extent applicable, Trailblazer the Company and each of its Subsidiaries has caused the Group Companies to deliver heretofore delivered or make made available to Investor Buyer a true, correct and complete copy of: (A) each writing constituting a part of such Employee Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (B) the current summary plan description and any material modifications thereto, if any; (C) the most recent annual financial report, trustee report, audit report, or actuarial report, if any; , and (D) the most recent determination letter from the applicable Tax authorities, if any. Except as specifically provided in the foregoing documents made available to InvestorBuyer, there are no material amendments to any Employee Benefit Plan that have been adopted or approved nor have has the Group Companies Company or any of its Subsidiaries undertaken to make any such material amendments or to adopt or approve any new Employee Benefit Plan. (hviii) There are no pending lawsuits, claims or, to TrailblazerSeller’s Knowledge, written complaints by to, or by, any Person person or Government Governmental Entity against any of the Group Companies with respect to any Employee Benefit Plan (other than routine claims for benefits). There are, and since January 1September 16, 2013 2011 there have been, no audits by any Government Governmental Entity with respect to any Employee Benefit Plan. (iix) No Employee Benefit Plan provides benefits, including including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of the Group Companies Company or any of its Subsidiaries beyond their retirement or other termination of service, other than severance benefits disclosed to InvestorBuyer, coverage mandated by applicable Law or deferred compensation benefits accrued as liabilities on the books of any Group the Company. (jx) Each of the Employee Benefit Plans has been operated and administered in all material respects in accordance with applicable Laws of any Government Governmental Entity for the past three (3) years. All contributions or other amounts payable by the Company or any Group Company of its Subsidiaries as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years will have been paid or accrued before Closing in accordance with the appropriate plan document, insurance contract or as otherwise required by applicable Law. (kxi) Other than those stated in Section 2.10(k3.1(j)(xi) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) entitle any current or former employee, officer, director, agent or independent contractor of the Company or any Group Company of its Subsidiaries to severance pay, unemployment compensation or any other compensatory payment or (B) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee, officer, director, agent or independent contractor, except as expressly provided in this Agreement or an employment agreement or (C) entitle any employee, officer, director, agent or independent contractor to exercise a change of control right or (D) or result in any other material change in any obligation under any employment, consulting, commission or severance agreement or other similar arrangement between the Company or any Group Company of its Subsidiaries and any their respective employee, officer, director, agent or independent contractor of the Company or any Group Company of its Subsidiaries that results in additional material Liability liability to the Company or any Group CompanySubsidiary. (lxii) The Group Companies Company and each of its Subsidiaries are not liable for any due and unpaid wages, bonuses, incentives, severance, allowances, commissions, damages commissions or benefits to or with respect to their respective current or former directors, officers, or employees, independent contractors or consultants. All interim severance payments made to employees of the Group Companies Company and its Subsidiaries qualify as “Interim Severance” payments for purposes of the Korean Employee Severance Income Security Act. (mxiii) On or prior to the date of this Agreement, neither the Group Companies, their Affiliates nor any of their respective Representatives has entered into any Contract for the payment of any Employee Contribution Bonus with any employee or contractor of the Group Companies, or any representative of any labor union representing any employees or contractors, or representatives of any other body authorized to negotiate and/or act on behalf of such employees. (n) Trailblazer Seller has delivered or made available to Investor Buyer copies of (A) forms 28 of any standard employment agreement between each Group Companies the Company or any of its Subsidiaries and its their respective employees, officers, or directors and (B) the employee handbook and code of conduct of each Group the Company. (oxiv) As of the date hereof, there There are no labor unions representing any employees of the Group CompaniesCompany or any of its Subsidiaries, and there are no collective bargaining agreements affecting any such employees. (p) It is not necessary, nor is it reasonably expected to be necessary, to use, in connection with the operations or business of any Group Company, any inventions of any of the employees, agents, independent contractors or consultants of the Group Companies (or persons it currently intends to hire or engage) made prior to or outside the scope of their employment or engagement by the Group Companies, other than those which have been assigned or licensed to the Group Companies.

Employees; Employee Benefit Matters. (ai) To Trailblazer’s KnowledgeSchedule 4(o)(i) of the Disclosure Schedule contains a true and complete list of the names, each type of employment contract, full details of remuneration (fixed and non-fixed), rates of pay per applicable period, applicable commission rates, start date of services and titles of all current officers and employees of the Company. Each officer of the Group Companies Company is currently deploying all of his or her time during normal business hours to the conduct of the business of the applicable Group Company, as the case may be. As There are no employees of the date hereof, there are no Listed Employees, Employee Group or officer of any Group Company who are currently under notice of termination of employment and neither Trailblazer nor any Group the Company have any has no Knowledge that any officer or Listed Employee or Employee Group executive-level employee of any Group the Company is planning in the future to terminate his or her or their employment with such Group Companythe Company or to change his or her work schedule with the Company in any material respect. To Trailblazer’s the Company's Knowledge, no current employee, officer, or director of any Group the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any employment, agency, independent contractor, confidentiality, non-competition or proprietary rights agreement or any other similar agreement or contract between such individual and any Person person other than the Group CompaniesCompany, that in any way adversely affects, or will adversely affect, in any material respect, the performance of his or her duties as an employee, officer or director of any Group the Company or the ability of any Group the Company to conduct its business as currently conducted. (bii) As of No persons are employed by the last Business Day in Korea immediately preceding Company other than the date hereof, the Group Companies collectively have such number of employees, contractors and dispatched workers as set forth in employees listed on Schedule 2.10(b) of the Disclosure Schedule4(o)(i). To Trailblazer’s Knowledge, no No consultant, independent contractor, contractor’s 's employee, agents, “dispatched worker” (under the Dispatched Workers Protection Act) agents or other third party, or personnel assigned to the Group Companies Company by a third party, or any former employee has claimed a reasonable basis to claim to be currently employed by Group Companiesthe Company, and there is no reasonable basis for any court or Government Entity governmental authority to declare (i) any such Person’s person's service relationship with the Group Companies Company to be employment in nature or (ii) such Person to be obligated to employment by the Group Companies under relevant Lawsnature. (ciii) As of the last Business Day in Korea immediately preceding the date hereof, except as set forth on Section 2.10(c) of the Disclosure Schedule, there There are no outstanding offers of employment with the Group Companies at Company and no person has accepted an offer of employment but not yet commenced employment with the senior executive level or above, or otherwise that in the aggregate total more than fifty (50) new hiresCompany. (div) No Group The Company is a party to has not entered into any contract restrictive covenant with its directors, officers, managers or agreement that would prevent it from makingemployees, or limit its ability has entered into any agreement setting out employment conditions (including, without limitation, with regard to makesalary, reductions in its work force (including agents working time or independent contractorspension undertaking) other different than the limitation to dismissal those applicable by applicable law or lay-off under Korean Labor Standards Act and other any applicable Lawcollective bargaining agreement. No Group The Company has not entered into any agreement or commitment with its directors, officers officers, managers and employees, either directly or indirectly, providing for any Group the Company to pay to said director, officer, manager or employee consideration, compensation or indemnity of any kind for the termination of his or her employment or service agreement or employment or service contracts with any Group the Company for any reason in an amount greater than that those established as minimum compensation by applicable Lawlaw. (ev) Other than those stated The Company has complied in Section 2.10(e) of the Disclosure Schedule, each Group Company is, all material respects and for the past three (3) years has been, in compliance at all times and continues to comply in all material respects with all applicable Lawslaws relating to health and safety, its rules subcontracting of employmentservices to third parties, or its pension commitment obligations, immigration, the hiring of employees and the employment of labor, including provisions thereof relating to classification, wages, hours, pension, equal opportunity, collective bargaining agreement, if any, relating to employment, industrial relations, labor unions, severance benefits (including payment and interim settlement thereof and provisioning thereof), social insurance programs, equal employment, worker dispatch, employment of veterans and the handicapped, payment of social security and prohibition of discrimination, outsourced workers, including other Taxes. The Company is current in its social security obligations and has made and declared all payments in accordance with the Korean Labor Standards Act. There are no charges or claims against any Group Company pending or, to the Knowledge of Trailblazer, threatened in writing to be brought or filed with any Government Entity in connection with any such Laws, its rules of employment, or its collective bargaining agreement, if any, and there are no contributions due and unpaid under any such Laws its rules of employment, or its collective bargaining agreement, if any, by any Group Companyapplicable regulations. To Trailblazer’s the Company's Knowledge, there are no material labor relations problems being experienced or existing or pending by the Group CompaniesCompany, including any strikes, slowdown, picketing, work stoppage or union organization activities, threatened or actual. The Company has not entered into any discriminatory practice in relation to its employees. (fvi) Section 2.10(fSchedule 4(o)(vi) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of each employee welfare benefit plan, material personnel or payroll policy (including vacation time, holiday pay, service awards, moving expense reimbursement programs, sick leave, maternity leave and pensions but excluding the payment of regular or standard salary or wages), pensions) or material fringe benefit, severance agreement or plan or any medical, hospital, dental, life or disability plan, excess benefit plan, bonus, stock option, stock purchase or other incentive plan (including any equity or equity—-based plan), deferred compensation plan, salary reduction agreement, change—-of—-control agreement, employment agreement, consulting agreement, collective bargaining agreement, indemnification agreement, or retainer agreement, or any other material benefit plan, policy policy, program, arrangement, agreement or contract, whether or not written, with respect to any employee, former employee, officeremployee , director or any beneficiary or dependent thereof (in their capacity as such) of any Group the Company (including including, without limitation, any “"employee benefit plan” " required under applicable law) law (collectively, the “"Employee Benefit Plans”"), maintained, or contributed to, by any Group the Company or to which any Group the Company has may have any material Liabilityliability, contingent or otherwise. The Company does not sponsor, maintain or contribute to, and has never sponsored, maintained or contributed to, a "defined benefit plan" as defined in Section 3(35) of the United States Employee Retirement Income Security Act of 1974, as amended. (gvii) With respect to each Employee Benefit Plan, to the extent applicable, Trailblazer the Company has caused the Group Companies to deliver heretofore delivered or make made available to Investor Purchaser a true, correct and complete copy of: (A) each writing constituting a part of such Employee Benefit Plan, including including, without limitation, all plan documents, trust agreements, and insurance contracts and other funding vehicles; (B) the current summary plan description and any material modifications thereto, if any; (C) the most recent annual financial report, trustee report, audit report, or actuarial report, if any; , and (D) the most recent determination letter from the applicable Tax authorities, if any. Except as specifically provided in the foregoing documents made available to InvestorPurchaser, there are no material amendments to any Employee Benefit Plan that have been adopted or approved nor have has the Group Companies Company undertaken to make any such material amendments or to adopt or approve any new Employee Benefit Plan. (hviii) There are no pending No lawsuits, claims oror complaints to, to Trailblazer’s Knowledgeor by, written complaints by any Person person or Government Entity against any of the Group Companies governmental entity with respect to any Employee Benefit Plan have been filed or are pending and, to the Knowledge of the Company, there are no facts or contemplated events which would be expected to give rise to any such lawsuit, claim (other than routine claims for benefits)) or complaint with respect to any Employee Benefit Plan. There are, and since January 1, 2013 there have been, no audits by any Government Entity governmental agency with respect to any Employee Benefit Plan. Without limiting the foregoing, the following are true with respect to each Employee Benefit Plan: (A) the Company has filed or caused to be filed every material return, report statement, notice, declaration and other document required by any law or governmental agency, federal, state, local and foreign with respect to each such Employee Benefit Plan, each of such filings has been complete and accurate in all material respects and the Company has not incurred any material liability in connection with such filings; and (B) the Company has delivered or caused to be delivered to every participant, beneficiary and other party entitled to such material, all material plan descriptions, returns, reports, schedules, notices, statements and similar materials, including, without limitation, summary plan descriptions and summary annual reports, as are required under applicable law or regulation, and the Company has not incurred any material liability in connection with such requirements. (iix) No Employee Benefit Plan provides benefits, including including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of the Group Companies Company beyond their retirement or other termination of service, other than severance benefits disclosed to Investor, coverage mandated by applicable Law law or deferred compensation benefits accrued as liabilities on the books of any Group the Company. (jx) Each of the Employee Benefit Plans has been operated and administered in all material respects in accordance with applicable Laws laws and administrative rules and regulations of any Government Entity for the past three (3) yearsgovernmental entity. All required contributions or other amounts payable by any Group the Company as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years will have been paid or accrued before Closing in accordance with the appropriate plan document, insurance contract or as otherwise required by applicable Lawlaw or GAAP. (kxi) With respect to each Employee Benefit Plan, such plan permits the plan sponsor to amend or terminate the plan at any time and without any liability, subject to the requirements of applicable law. (xii) Each Employee Benefit Plan that is a nonqualified deferred compensation plan (as defined under Section 409A of the Code) has been operated and administered in good faith compliance with Section 409A of the Code. (xiii) Other than those stated in Section 2.10(k) of the Disclosure ScheduleTransaction Bonus, the consummation of the transactions contemplated by this Agreement will not (A) entitle any current or former employee, officer, director, agent or independent contractor employee of any Group the Company to severance pay, unemployment compensation pay or any other compensatory payment or (B) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee, officer, director, agent or independent contractor, except as expressly provided in this Agreement or an employment agreement Offer Letter or (C) entitle any employee, officer, director, agent or independent contractor employee to exercise a change of control right or (D) or result in any other material change in any obligation under any employment, consulting, commission or severance agreement or other similar arrangement between any Group Company and any employee, officer, director, agent or independent contractor of any Group Company that results in additional material Liability to any Group Companyright. (lxiv) The Group Companies are Company has not, and as of the Effective Time will not liable for have, accrued vacation or any due other unpaid benefits on behalf of the employees of the Company. The Company is current in the salary payments to its employees and unpaid wagesthe Company does not owe any sum whatsoever to any employee or former employee in respect of, among other things, salaries, bonuses, incentives, severancecommissions, allowances, commissionsholidays, damages extraordinary payments, compensations, premiums or benefits to or with respect to their respective current or former directors, officers, employees, independent contractors or consultants. All interim severance payments made to employees of the Group Companies qualify as “Interim Severance” payments for purposes of the Korean Employee Severance Income Security Act. (m) On or prior to the date of this Agreement, neither the Group Companies, their Affiliates nor any of their respective Representatives has entered into any Contract for the payment of any Employee Contribution Bonus with any employee or contractor of the Group Companies, incentives or any representative of any labor union representing any employees or contractors, or representatives of any other body authorized to negotiate and/or act on behalf of such employeeskind. (n) Trailblazer has delivered or made available to Investor copies of (A) forms of any standard employment agreement between each Group Companies and its respective employees, officers, or directors and (B) the employee handbook and code of conduct of each Group Company. (o) As of the date hereof, there are no labor unions representing any employees of the Group Companies, and there are no collective bargaining agreements affecting any such employees. (p) It is not necessary, nor is it reasonably expected to be necessary, to use, in connection with the operations or business of any Group Company, any inventions of any of the employees, agents, independent contractors or consultants of the Group Companies (or persons it currently intends to hire or engage) made prior to or outside the scope of their employment or engagement by the Group Companies, other than those which have been assigned or licensed to the Group Companies.

Employees; Employee Benefit Matters. (a) To Trailblazer’s Knowledge, each officer the Knowledge of the Group Companies is currently deploying all of his or her time during normal business hours to the conduct of the business of the applicable Group CompanySellers, as the case may be. As of the date hereof, (i) there are no Listed employees employed by the Company except for those employees of the Company whose name, positions and material contractual terms have been previously provided by the Company to the Sellers and to the Purchaser (the “Employees”), (ii) the Company does not have any obligation, by law or otherwise, to employ or re-employ any individual, including any former employee of the Company, and (iii) no Key Employee Group has given or officer of any Group Company who are currently under been given notice of termination of employment and neither Trailblazer nor any Group Company have any Knowledge that any officer or Listed Employee or Employee Group of any Group Company is planning in the future to terminate his or her or their employment with such Group Company. To Trailblazer’s Knowledge, no current employee, officer, or director of any Group Company is a party to, or is otherwise bound by, any agreement or arrangement, including any employment, agency, independent contractor, confidentiality, non-competition or proprietary rights agreement or any other similar agreement or contract between such individual and any Person other than no Key Employee has the Group Companies, that in any way adversely affects, or will adversely affect, in any material respect, the performance of his or intention to leave his/her duties as an employee, officer or director of any Group Company or the ability of any Group Company to conduct its business as currently conductedemployment. (b) As of the last Business Day in Korea immediately preceding the date hereof, the Group Companies collectively have such number of employees, contractors and dispatched workers Except as set forth disclosed in Schedule 2.10(b) of the Disclosure Schedule. To Trailblazer’s Knowledge, no consultant, independent contractor, contractor’s employee, agents, “dispatched worker” (under the Dispatched Workers Protection Act) or other third party, or personnel assigned to the Group Companies by a third party, or any former employee has claimed to be currently employed by Group Companies, and there is no reasonable basis for any court or Government Entity to declare (i) any such Person’s service relationship with the Group Companies to be employment in nature or (ii) such Person to be obligated to employment by the Group Companies under relevant Laws. (c) As of the last Business Day in Korea immediately preceding the date hereof, except as set forth on Section 2.10(c) of the Disclosure Schedule3.7(b), there are no outstanding offers of employment with collective bargaining agreements binding upon the Group Companies at the senior executive level Company or aboveits Employees, or otherwise that in the aggregate total more than fifty (50) new hires. (d) No Group Company is a party to any contract works agreements, deferred compensation agreements, executive compensation, incentive bonus or agreement that would prevent it from makingother bonus, or limit its ability to makepension, reductions in its work force (including agents or independent contractors) other than the limitation to dismissal or lay-off under Korean Labor Standards Act and other applicable Law. No Group Company has entered into any agreement or commitment with its directors, officers and employees, either directly or indirectly, providing for any Group Company to pay to said director, officer, or employee consideration, compensation or indemnity of any kind for the termination of his or her employment or service agreement or employment or service contracts with any Group Company for any reason in an amount greater than those established as minimum compensation by applicable Law. (e) Other than those stated in Section 2.10(e) of the Disclosure Schedule, each Group Company is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws, its rules of employment, or its collective bargaining agreement, if any, relating to employment, industrial relations, labor unionsprofit sharing, severance benefits (including payment and interim settlement thereof and provisioning thereof)pay, social insurance programsretirement plans, equal employmentlife, worker dispatchhealth, employment of veterans and the handicappeddisability or accident insurance, and prohibition of discrimination, outsourced workers, including the Korean Labor Standards Act. There are no charges vacation or claims against any Group Company pending or, to the Knowledge of Trailblazer, threatened in writing to be brought or filed with any Government Entity in connection with any such Laws, its rules of employment, or its collective bargaining agreement, if any, and there are no contributions due and unpaid under any such Laws its rules of employment, or its collective bargaining agreement, if any, by any Group Company. To Trailblazer’s Knowledge, there are no material labor relations problems being experienced or existing or pending by the Group Companies, including any strikes, slowdown, picketing, work stoppage or union organization activities, threatened or actual. (f) Section 2.10(f) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of each other employee welfare benefit plan, material personnel or payroll policy (including vacation time, holiday pay, service awards, moving expense reimbursement programs, sick leave, maternity leave and pensions but excluding the payment of regular or standard salary or wages), or material fringe benefit, severance agreement or plan or any medical, hospital, dental, life or disability plan, excess benefit plan, bonus, stock option, stock purchase or other incentive plan (including any equity agreements or equity—based plan), deferred compensation plan, salary reduction agreement, change—of—control agreement, employment agreement, consulting agreement, collective bargaining agreement, indemnification agreement, arrangements presently in force maintained or retainer agreement, or any other material benefit plan, policy program, arrangement, agreement or contract, whether or not written, sponsored by the Company with respect to any employee, former employee, officer, director or any beneficiary or dependent thereof of any Group Company (including any “employee benefit plan” required under applicable law) (collectively, the “Employee Benefit Plans”), maintained, or contributed to, by any Group Company or to which any Group Company has any material LiabilityEmployee. (gc) With respect to each Employee Benefit Plan, Except for the salary and benefits of the Employees as previously disclosed to the extent applicablePurchaser, Trailblazer has caused the Group Companies to deliver or make available to Investor a true, correct which information is complete and complete copy of: (A) each writing constituting a part of such Employee Benefit Plan, including accurate in all plan documents, trust agreementsmaterial respects, and insurance contracts and other funding vehicles; (B) the current summary plan description and Xxxx Promissory Notes, the Company has no outstanding obligations towards any material modifications theretodirector, if any; (C) the most recent annual financial reportofficer or Employee or former director, trustee report, audit report, officer or actuarial report, if any; and (D) the most recent determination letter from the applicable Tax authorities, if any. Except as specifically provided in the foregoing documents made available to Investor, there are no material amendments to any Employee Benefit Plan that have been adopted or approved nor have the Group Companies undertaken to make any such material amendments or to adopt or approve any new Employee Benefit PlanEmployee. (hd) There are no pending lawsuits, claims or, to Trailblazer’s Knowledge, written complaints by any Person or Government Entity against any To the Knowledge of the Group Companies with respect Sellers, all regulations, terms and standards regarding works safety have been observed by the Company and inspections have not resulted in any objections, except where the failure to observe or where any Employee Benefit Plan (other than routine claims for benefits). There are, and since January 1, 2013 there such objections would not have been, no audits by any Government Entity with respect to any Employee Benefit Plana Material Adverse Effect. (ie) No Employee Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees Neither the execution and delivery of the Group Companies beyond their retirement or other termination of service, other than severance benefits disclosed to Investor, coverage mandated by applicable Law or deferred compensation benefits accrued as liabilities on the books of any Group Company. (j) Each of the Employee Benefit Plans has been operated and administered in all material respects in accordance with applicable Laws of any Government Entity for the past three (3) years. All contributions or other amounts payable by any Group Company as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years will have been paid or accrued before Closing in accordance with the appropriate plan document, insurance contract or as otherwise required by applicable Law. (k) Other than those stated in Section 2.10(k) of the Disclosure Schedule, this Agreement nor the consummation of the transactions contemplated by this Agreement will not hereby will: (Ai) entitle any current or former employeeemployee of the Company to terminate, officershorten, director, agent or independent contractor otherwise change the terms of his or her employment; (ii) entitled any Group Company current or former employee to severance pay, unemployment compensation or any other compensatory payment or similar payment; (Biii) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee or former employee, officer, director, agent or independent contractor, except as expressly provided in this Agreement or an employment agreement ; or (Civ) entitle any employee, officer, director, agent directly or independent contractor to exercise a change of control right or (D) or indirectly result in any other material change in any obligation under any employment, consulting, commission payment made to or severance agreement or other similar arrangement between any Group Company and any employee, officer, director, agent or independent contractor on behalf of any Group Company that results in additional material Liability person to constitute a “parachute payment” within the meaning of Section 280G of the Code. No Employee has any Group Companypension benefits or similar rights other than as provided under law. (lf) The Group Companies are not liable Schedule 3.7(f) provides a description of each of the following, if any, which is sponsored, maintained or contributed to by the Company for the benefit of the employees or agents of the Company, which has been so sponsored, maintained or contributed to at any due and unpaid wages, bonuses, incentives, severance, allowances, commissions, damages or benefits to time during the Company’s existence or with respect to their respective current which the Company has or former directors, officers, employees, independent contractors may have any actual or consultants. All interim severance payments made to employees contingent liability: (i) each “employee benefit plan,” as such term is defined in Section 3(3) of the Group Companies qualify as “Interim Severance” payments for purposes of the Korean Employee Severance Retirement Income Security ActAct of 1974 (“ERISA”) (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA) (“Plan”); and, (ii) each personnel policy, employee manual or other written statements of rules or policies concerning employment, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation and sick leave policy, severance pay policy or agreement, deferred compensation agreement or arrangement, consulting agreement, employment contract and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.7(a)(i) (“Benefit Program or Agreement”). (mg) On or prior to the date True, correct and complete copies of this Agreement, neither the Group Companies, their Affiliates nor any of their respective Representatives has entered into any Contract for the payment of any Employee Contribution Bonus with any employee or contractor each of the Group CompaniesPlans (if any), and related trusts, if applicable, including all amendments thereto, have been furnished to Purchaser. There has also been furnished to Purchaser, with respect to each Plan required to file such report and description, the three most recent reports on Form 5500 and the summary plan description. True, correct and complete copies or any representative descriptions of any labor union representing any employees all Benefit Programs or contractors, or representatives of any other body authorized Agreements have also been furnished to negotiate and/or act on behalf of such employeesPurchaser. (nh) Trailblazer Except as set forth in Schedule 3.7(h), the Company is not a party to any agreement, and has delivered not established any policy or made available practice, requiring the Company to Investor copies make a payment or provide any other form or compensation or benefit to any person performing services for the Company upon termination of (A) forms of any standard employment agreement between each Group Companies and its respective employees, officers, such services which would not be payable or directors and (B) provided in the employee handbook and code of conduct of each Group Company. (o) As absence of the date hereof, there are no labor unions representing any employees consummation of the Group Companies, and there are no collective bargaining agreements affecting any such employeestransactions contemplated by this Agreement. (p) It is not necessary, nor is it reasonably expected to be necessary, to use, in connection with the operations or business of any Group Company, any inventions of any of the employees, agents, independent contractors or consultants of the Group Companies (or persons it currently intends to hire or engage) made prior to or outside the scope of their employment or engagement by the Group Companies, other than those which have been assigned or licensed to the Group Companies.