Common use of Employees, ERISA and Other Compliance Clause in Contracts

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and the California Labor Code. To the knowledge of Endwave, all employees of Endwave and each of its Subsidiaries are legally permitted to be employed by Endwave and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all independent contractors providing services to Endwave and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge of Endwave, Endwave and each of its Subsidiaries are not now, nor have ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not subject to any collective bargaining agreement with respect to any of their employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any current disputes with a labor organization. Endwave and each of its Subsidiaries have good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave employee has filed or intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wages. (c) Neither Endwave nor any ERISA Affiliate of Endwave has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandates) (collectively referred to as “Endwave Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To the knowledge of EndwaveGigOptix, Endwave GigOptix and each of its Subsidiaries have always been and currently are in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and the California Labor Code. To the knowledge of EndwaveGigOptix, all employees of Endwave GigOptix and each of its Subsidiaries are legally permitted to be employed by Endwave GigOptix and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To EndwaveGigOptix’s knowledge, all independent contractors providing services to Endwave GigOptix and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a4.16(a) of the Endwave GigOptix Disclosure Schedule, Endwave GigOptix and each of its Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave GigOptix as of the Agreement Date, no employees or consultants of Endwave GigOptix or any of its Subsidiaries have given notice to Endwave GigOptix or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave GigOptix or such Subsidiary. (b) To the knowledge of EndwaveGigOptix, Endwave GigOptix and each of its Subsidiaries are not now, nor have has ever been, subject to a union organizing effort. Endwave GigOptix and each of its Subsidiaries are not subject to any collective bargaining agreement with respect to any of their employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any current disputes with a labor organization. Endwave GigOptix and each of its Subsidiaries have good labor relations, and Endwave GigOptix has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave GigOptix has no knowledge of any facts indicating that any Endwave GigOptix employee has filed or intends to file an internal or external complaint regarding his or her employment at EndwaveGigOptix, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wages. (c) Neither Endwave GigOptix nor any ERISA Affiliate of Endwave GigOptix has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave GigOptix or an ERISA Affiliate of Endwave GigOptix is subject to Title IV of ERISA. (d) Each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by EndwaveGigOptix, any Subsidiary of Endwave GigOptix or any ERISA Affiliate of Endwave GigOptix and covers any employee or former employee of EndwaveGigOptix, its predecessors or any Subsidiary of Endwave GigOptix or ERISA Affiliate of Endwave GigOptix (excluding any government plans, programs or mandates) (collectively referred to as “Endwave GigOptix Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave GigOptix Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave GigOptix Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave GigOptix has the right under the terms of each applicable Endwave GigOptix Benefit Arrangement to terminate such Endwave GigOptix Benefit Arrangement (or terminate the participation in such Endwave GigOptix Benefit Arrangement by EndwaveGigOptix), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave GigOptix is threatened in writing against or with respect to any Endwave GigOptix Benefit Arrangement (other than claims for benefits under such Endwave GigOptix Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave GigOptix Benefit Arrangements and that is reasonably likely to subject EndwaveGigOptix, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave GigOptix with respect to any of the Endwave GigOptix Benefit Arrangements have been made or have been accrued on EndwaveGigOptix’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave GigOptix Balance Sheet Date as a result of the operations of Endwave GigOptix after the Endwave GigOptix Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave GigOptix Benefit Arrangement, are entitled to participate in any Endwave GigOptix Benefit Arrangement, are currently participating in such Endwave GigOptix Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave GigOptix relating to, or change in employee participation or coverage under, any Endwave GigOptix Benefit Arrangement that would increase materially the expense of maintaining such Endwave GigOptix Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave GigOptix Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To EndwaveGigOptix’s knowledge, no employee or consultant of Endwave GigOptix or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by GigOptix or any of its Subsidiaries or to use trade secrets or proprietary information of others. To GigOptix’s knowledge, the employment of any employee or consultant by GigOptix and each of its Subsidiaries does not subject it to any material Liability to any third party other than Liabilities with respect to employer payroll tax and employee tax withholding. (j) GigOptix and each of its Subsidiaries have not established any compensation or benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of a jurisdiction outside of the United States. (k) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the WARN Act in respect of GigOptix or any of its Subsidiaries. (l) All required reports and descriptions of each GigOptix Benefit Arrangement (including Internal Revenue Service Form 5500 annual reports, summary annual reports, summary plan descriptions and summaries of material modifications) have been timely filed with the IRS, the DOL or other governmental body and have been distributed as required. (m) The form of each GigOptix Benefit Arrangement that is subject to Section 409A of the Code meets the requirements of Sections 409A(a)(2), (3) and (4) of the Code and has been operated in accordance with such requirements. (n) No amount previously paid or that is payable or that may become payable by GigOptix or any of its Subsidiaries pursuant to any GigOptix Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall fail to be deductible under Section 162(m) of the Code.

Employees, ERISA and Other Compliance. (a) To the knowledge of EndwaveCompany’s Knowledge, Endwave and each of its Subsidiaries have always been and currently are the Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.15(a) of the Company Disclosure Schedule. To the knowledge of EndwaveCompany’s Knowledge, all employees of Endwave and each of its Subsidiaries the Company are legally permitted to be employed by Endwave and such Subsidiary the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each of its Subsidiaries the Company have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except Other than as set forth on Section 3.16(a) of Schedule 3.15(a), the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge of EndwaveCompany’s Knowledge, Endwave and each of its Subsidiaries are the Company is not now, nor have has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are The Company is not subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or and subject to any current disputes with a labor organizationdisputes. Endwave and each of its Subsidiaries have The Company has good labor relations, and Endwave has no knowledge Knowledge of any facts indicating that the consummation of the Merger or any of the other transactions Transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating Knowledge that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No or a pension plan of Endwave or an ERISA Affiliate of Endwave that is subject to Title IV of ERISA. (d) Each Schedule 3.15(d) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is has been entered into, maintained by or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and currently covers any employee or former employee of Endwavethe Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 3.15(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements.” (e) have Each Company Benefit Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave such Company Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code or Section 302 of ERISACode. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would any contract with any third party provider to a Company Benefit Plan can be required to properly effect such terminationterminated by the Company or its ERISA Affiliate with 60 days’ notice. (ef) Each Company Benefit Arrangement required to be listed on Schedule 3.15 of the Company Disclosure Schedule, other than any Contracts by and between the Company and any employee, officer, director or consultant, may be amended, terminated, or otherwise modified by the Company or its ERISA Affiliate to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Company Benefit Arrangement and no employee communications or provision of any Company Benefit Arrangement document has failed to effectively reserve the right of the Company or the ERISA Affiliate to so amend, terminate or otherwise modify such Company Benefit Arrangement. (g) Each Company Benefit Arrangement has complied with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns’ and Mothers’ Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women’s Health and Cancer Rights Act of 1998. (h) The Company has timely filed and delivered or made available to Buyer and its legal counsel the three most recent annual reports (Form 5500) and all schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. (i) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave Company’s Knowledge is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No The Company has never been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 4975 3(2) of ERISA) that the Company sponsors as employer or in which the Company participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under Section 406 of ERISA502(i) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (fj) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwave’s financial statementsthe Company Financial Statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company after the Endwave Balance Sheet Date). (gk) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hl) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(hin Schedule 3.15(l) to of the Endwave Company Disclosure Schedule, as a result of the execution Transactions contemplated by this Agreement, no current or former director, officer, employee, consultant or any other service provider of this Agreement the Company will receive any compensation, bonuses, benefits or other payments in cash or otherwise, nor will the receipt of any of the foregoing be accelerated. The foregoing sentence applies to any such compensation, bonuses, benefits or other payments provided or paid, prior to, concomitant with, or following the Closing Date. (m) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2004 in good faith compliance with Section 409A of the Code and any guidance promulgated thereunder. The exercise price of each stock option or equity right granted by the Company was determined in accordance with the requirements of Section 409A of the Code. The consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject lead to the imposition of an any excise tax under Section 4999 409A of the Code or that would on any employee, and will not be deductible by reason of Section 280G of obligate the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, Company or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or Surviving Corporation to pay to any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason a gross-up payment for any such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefitsexcise tax. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave The Company and each of its Subsidiaries have always been and currently Company Subsidiary are in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and its Subsidiaries and their current title and/or job description, compensation (base compensation and bonuses) and material benefits is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of Endwave, all All employees of Endwave and each the Company or any of its Subsidiaries are legally permitted to be employed by Endwave and the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each the Company or any of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To Neither the Company nor any Company Subsidiary (i) to the knowledge of Endwavethe Company or any Company Subsidiary, Endwave and each of its Subsidiaries are not is now, nor have or has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not , (ii) is subject to any collective bargaining agreement with respect to any of their its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to and (iv) has any current disputes with a labor organizationdisputes. Endwave The Company and each of its Subsidiaries each have good labor relations, and Endwave has have no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has and have no knowledge of any facts indicating that any Endwave employee has filed or of their key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the CodeERISA. No pension plan of Endwave or an ERISA Affiliate of Endwave the Company is subject to Title IV of ERISA. (d) Each Schedule 3.16(d) of the Company Disclosure Letter lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including identifying any self-insured arrangements that are clearly identified as sucharrangements), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwavethe Company, any Company Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors the Company or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plansCompany Subsidiary. Such Contracts, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements”. Schedule 3.16(d) have of the Company Disclosure Letter includes a true, complete and correct list identifying (i) each individual who is entitled to a cash payment and stock distribution pursuant to the Bonus Plan (the “Bonus Plan Participants”) and (ii) each such Bonus Plan Participant’s allocation under such Bonus Plan. Other than as disclosed on Schedule 3.16(d), there is no Liability to any Person pursuant to the Bonus Plan. (e) Each Company Benefit Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code Code, the Company either (1) has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel), and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the tax-qualified status of such Company Benefit Arrangement, or Section 302 (2) the Company has applied timely to the Internal Revenue Service for such letter or has a remaining period of ERISAtime to apply for such letter. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has No employee of the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (Company or terminate the participation in such Endwave Benefit Arrangement by Endwave), any Company Subsidiary and no additional contribution would person subject to any health plan of the Company or any Company Subsidiary has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $15,000 in the aggregate that was not paid by such person’s health insurance and was paid by the Company or such Company Subsidiary is responsible. For purposes of the foregoing sentence, any exception to such representation and warranty set forth in the Company Disclosure Letter shall be required stated generally and shall not identify any employee of the Company or such Company Subsidiary or person subject to properly effect any health plan of the Company or such terminationCompany Subsidiary who has made medical claims. (ef) The Company has delivered to Acquiror or its legal counsel a complete and correct copy and description of each current Company Benefit Arrangement, including current trust documents, insurance policies and contracts, employee booklets, summary plan descriptions, summary of material modifications and other authorizing documents, and any material employee communications relating thereto. (g) The Company has timely filed and delivered to Acquiror or its legal counsel the annual reports (Form 5500) for the three most recently ended plan years for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements. (h) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave the Company or any Company Subsidiary, is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the U.S. Department of Labor (“DOL”)Labor. No Neither the Company nor any Company Subsidiary has ever been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA with respect to any employee pension benefit plan (as defined in Section 4975 of the Code or Section 406 3(2) of ERISA) has occurred that involves the assets Company or such Company Subsidiary sponsors as employer or in which the Company or such Company Subsidiary participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any Endwave Benefit Arrangements and individual exemption granted under Section 408(a) of ERISA) or that is would be reasonably likely to subject Endwave, any of result in an excise tax under the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISACode. (fi) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company and its Subsidiaries after the Endwave Balance Sheet Date). (gj) All “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) that the Company or any Company Subsidiaries is a party to has been operated in accordance with the requirements of paragraphs (2), (3) and (4) of Section 409A(a), and the exercise price of all outstanding Company Options is at least equal to the fair market value of the Company Common Stock on the date such Company Options were granted. No event has occurred that would be treated by Section 409A(b) as a transfer of property for Section 83 of the Code. (k) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hl) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (m) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2004 (other than increased insurance premiums). (n) Each Company Benefit Arrangement, except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the execution Americans with Disabilities Act of this Agreement 1990, as amended, and the consummation regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the transactions contemplated by this Agreement will not (either alone or in connection with Women’s Health and Cancer Rights Act of 1998, and the termination Family Medical Leave Act of employment or change 1993, as amended, and the regulations thereunder, as such requirements affect the Company and its employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise)1985, acceleration of paymentas amended, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeof the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on the Company, any Company Subsidiary or Acquiror. (io) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no No benefit payable or that may become payable by Endwave the Company or any of its Subsidiaries Company Subsidiary pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate Agreement of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(jSchedule 3.16(o) of the Endwave Company Disclosure ScheduleLetter, Endwave and each of its Subsidiaries are not neither the Company or any Company Subsidiary is a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each Neither the Company nor any of its Subsidiaries have no has any obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, (ii) under COBRA and (iii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(iSchedule 3.16(o) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsLetter. (jp) To Endwavethe Company’s and each Company Subsidiary’s knowledge, no employee or consultant of Endwave the Company or any of its Subsidiaries Company Subsidiary is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or such Company Subsidiary or to use trade secrets or proprietary information of others. To the Company’s and each Company Subsidiary’s knowledge, the employment of any employee or consultant by the Company or any Company Subsidiary does not subject it to any Liability to any third party. (q) The Company has not, nor has any Company Subsidiary, established or maintained any compensation or benefit plan outside of the United States of America and no law, applicable custom or rule in a jurisdiction to which the Company or any Company Subsidiary is subject (other than the United States of America) requires the Company or any Company Subsidiary to establish or maintain any compensation or benefit plan. (r) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) in respect of the Company.

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are The Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Schedule. To the knowledge Knowledge of Endwavethe Company, all employees of Endwave and each of its Subsidiaries the Company are legally permitted to be employed by Endwave and such Subsidiary the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All U.S.-based independent contractors providing services to Endwave and each of its Subsidiaries the Company have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge Knowledge of Endwavethe Company, Endwave and each of its Subsidiaries are the Company is not now, nor have has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are The Company is not is subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or and subject to any current disputes with a labor organization. Endwave and each of its Subsidiaries have good labor relations, and Endwave disputes. (c) The Company has no knowledge Knowledge, without inquiry, of any facts indicating that as a result of the consummation of the Merger or Transactions, including the Merger, that any of the its key employees (other transactions contemplated hereby shall have a material adverse effect than those listed on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave employee has filed or Exhibit A) intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave the Company’s employ. (cd) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer multi-employer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave the Company is subject to Title IV of ERISA. (de) Each Schedule 3.16(e) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 3.16(e) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements.” (f) have Each Company Benefit Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave such Company Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code or Code, nor has the Company ever maintained any Company Benefit Arrangement under Section 302 401(a) of ERISAthe Code. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (eg) The Company has timely filed and delivered or made available to PAR3 and its legal counsel the three most recent annual reports (Form 5500) and all schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. (h) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge Knowledge of Endwave the Company is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No The Company has never been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 4975 3(2) of ERISA) that the Company sponsors as employer or in which the Company participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under Section 406 of ERISA502(i) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (fi) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company after the Endwave Balance Sheet Date). All claims as of the Closing Date made under any self-insured Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by the Company. (gj) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hk) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (l) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2004 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h. (m) Each Company Benefit Arrangement, to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the execution Americans with Disabilities Act of this Agreement 1990, as amended, and the consummation regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the transactions contemplated by this Agreement will not Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company and its employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise“COBRA”), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeof the Company Benefit Arrangements, covered employees or qualified beneficiaries that would result in a Material Adverse Effect on the Company or PAR3. (n) (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no No benefit payable or that may become payable by Endwave or any of its Subsidiaries the Company pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. . (ii) Unless otherwise indicated in Section 3.16(jSchedule 3.16(n)(ii) of the Endwave Company Disclosure Schedule, Endwave and each of its Subsidiaries are the Company is not a party to any: (iA) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (Ax) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (By) providing any term of employment or compensation guarantee, or (Cz) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (iiB) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have The Company has no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (iA) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, Sheet and (iiB) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(iSchedule 3.16(n)(ii) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsSchedule. (jo) To Endwavethe Company’s knowledgeKnowledge, no employee or US-based consultant of Endwave or any of its Subsidiaries the Company is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or to use trade secrets or proprietary information of others. To the Company’s Knowledge, the employment of any employee or consultant by the Company does not subject it to any liability to any third party other than liabilities with respect to employer payroll tax and employee tax withholding.

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are The Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all corporate employees, officers and consultants of the California Labor CodeCompany and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Schedule. To the knowledge Knowledge of Endwavethe Company, all employees of Endwave and each of its Subsidiaries the Company are legally permitted to be employed by Endwave and such Subsidiary the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all independent contractors providing services to Endwave and each of its Subsidiaries All consultants performing work for the Company or any Subsidiary have been properly classified as independent contractors for purposes of federal and applicable state tax Tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To inventions or for providing for the knowledge of Endwave as noncompetition covenant of the Agreement Date, no employees employee or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiaryconsultant party thereto). (b) To the knowledge of Endwave, Endwave and each of its Subsidiaries are The Company is not now, nor have has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are The Company is not subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or and subject to any current disputes with a labor organizationdisputes. Endwave and each of its Subsidiaries have good labor relationsTo the Company’s Knowledge, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave employee has filed or intends to file an internal or external complaint regarding terminate his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wageswith the Company. (c) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave the Company is subject to Title IV of ERISA. (d) Each Schedule 3.16(d) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements.” (e) have Each Company Benefit Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave such Company Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code or Section 302 of ERISACode. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (ef) The Company has timely filed and delivered or made available to Parent the three most recent annual reports (Form 5500) and all schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. (g) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge Knowledge of Endwave the Company is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No The Company has never been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 4975 3(2) of ERISA) that the Company sponsors as employer or in which the Company participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under Section 406 of ERISA502(i) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (fh) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company after the Endwave Balance Sheet Date). The Company does not maintain, nor has it ever maintained, any Company Benefit Arrangement qualified under Section 401(a) of the Code. All claims as of the Closing Date made under any self-insured Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by the Company. (gi) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hj) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (k) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar Company’s fiscal year 2010 (other than increased insurance premiums)ending June 30, 2007, except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h. (l) Each Company Benefit Arrangement, to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the execution Americans with Disabilities Act of this Agreement 1990, as amended, and the consummation regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the transactions contemplated by this Agreement will not Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company and its employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise“COBRA”), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeof the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on the Company or Parent . (im) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no No benefit payable or that may become payable by Endwave or any of its Subsidiaries the Company pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate Articles of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(jSchedule 3.16(m) of the Endwave Company Disclosure ScheduleSchedule or as provided in the Company’s stock option plans, Endwave and each of its Subsidiaries are the Company is not a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have The Company has no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, Sheet and (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(iSchedule 3.16(m) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsSchedule. (jn) To Endwavethe Company’s knowledgeKnowledge, no employee or consultant of Endwave or any of its Subsidiaries the Company is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or to use trade secrets or proprietary information of others. To the Company’s Knowledge, the employment of any employee or consultant by the Company does not subject it to any Liability to any third party other than Liabilities with respect to employer payroll tax and employee tax withholding. (o) The Company has not established any compensation and benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. (p) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) in respect of the Company.

Employees, ERISA and Other Compliance. (a) To 3.16.1 Each of Company and the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are Indian Subsidiary is in compliance in all material respects with all Applicable Law applicable laws, agreements and Contracts contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including including, but not limited to, employee compensation matters, and have has made commercially reasonable efforts to correctly classified classify Persons providing services to Company or the Indian Subsidiary as employees or independent contractors, and correctly classify employees as exempt employees and nonexempt or as non-exempt employees under the Fair Labor Standards Act or other applicable Legal Requirement. A list of all current employees, officers and consultants of Company and the California Labor Code. To the knowledge of Endwave, all employees of Endwave Indian Subsidiary and each of its Subsidiaries are legally permitted to be employed by Endwave and such Subsidiary in the jurisdiction in which such employee is employed in their current title and/or job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all independent contractors providing services to Endwave description and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as compensation is set forth on Section 3.16(a) of Schedule 3.16.1 to the Endwave Company Disclosure Schedule, Endwave and each of its Subsidiaries do not have Letter. Neither Company nor the Indian Subsidiary has any employment contracts or consulting Contracts agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. 3.16.2 Neither Company nor the Indian Subsidiary (ba) To the knowledge of Endwave, Endwave and each of its Subsidiaries are not is now, nor have has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are , (b) is not subject to any collective bargaining agreement with respect to any of their employees, its employees or (c) is not subject to any other Contract contract, written or oral, with any trade or labor union, employees’ ' association or similar organization, or subject to any current disputes with a labor organization. Endwave Each of Company and each of its Subsidiaries have the Indian Subsidiary has good labor relations, and Endwave Company has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall will have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave Company has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment leave the employ of Company. To Company's knowledge, all of the employees of Company are legally permitted to be employed by Company in the United States of America in their current job capacities. 3.16.3 Except to the extent caused by any action taken by Company at Endwavethe request of Parent between the Agreement Date and the Effective Time, including, without limitation, complaints of discriminations, harassment, retaliationCompany has not incurred any liability under, and / has complied in all material respects with, the Worker Adjustment Retraining Notification Act (the "WARN Act") and no fact or unpaid wagesevent exists that could give rise to liability under the WARN Act. Schedule 3.16.3 to the Company Disclosure Letter contains a list of all employees who are currently on a leave of absence (whether paid or unpaid), the reasons therefor, the expected return date, and whether reemployment of such employee is guaranteed by contract or statute, and a list of all employees who have requested a leave of absence to commence at any time after the Agreement Date, the reason therefore, the expected length of such leave, and whether reemployment of such employee is guaranteed by contract or statute. (c) 3.16.4 Neither Endwave Company nor any ERISA Affiliate of Endwave has participated in a any pension plan plan, which constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA, ") constituted, a “"multiemployer plan” " as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the CodeERISA. No pension plan of Endwave Company or an any ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandates) (collectively referred to as “Endwave Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave The Company and each of its Subsidiaries have always been and currently are Subsidiary is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and its Subsidiaries and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of Endwave, all All employees of Endwave and each the Company or any of its Subsidiaries are legally permitted to be employed by Endwave and the Company or such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each the Company or any of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To Neither the Company nor any Subsidiary (i) to the knowledge of Endwavethe Company, Endwave and each of its Subsidiaries are not is now, nor have or has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not , (ii) is subject to any collective bargaining agreement with respect to any of their its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ ' association or similar organization, or subject to and (iv) has any current disputes with a material labor organizationdisputes. Endwave The Company and each of its Subsidiaries have each has good labor relations, and Endwave the Company has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “"multiemployer plan” " as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the CodeERISA. No pension plan of Endwave or an ERISA Affiliate of Endwave the Company is subject to Title IV of ERISA. (d) Each (i) Schedule 3.16(d) of the Company Disclosure Letter lists each employment, consulting, severance or other similar written Contract, each “"employee benefit plan” " as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as sucharrangements), workers’ ' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwavethe Company, any Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors the Company or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plansSubsidiary. Such Contracts, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination"COMPANY BENEFIT ARRANGEMENTS". (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To The Company, and to the knowledge of Endwavethe Company any entity or person from whom the Company has leased any employees, Endwave and each of its Subsidiaries have has always been and currently are is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and the California Labor Code. A complete list of all employees, officers and consultants of the Company and each of its Subsidiaries and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Section 3.16(a) of the Company Disclosure Schedule. To the knowledge of Endwavethe Company, all employees of Endwave the Company and each of its Subsidiaries are legally permitted to be employed by Endwave the Company and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave the Company and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Company Disclosure Schedule, Endwave the Company and each of its Subsidiaries do does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave the Company as of the Agreement Date, no employees or consultants of Endwave the Company or any of its Subsidiaries have given notice to Endwave the Company or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave the Company or such Subsidiary. (b) To the knowledge of Endwavethe Company, Endwave the Company and each of its Subsidiaries are is not now, nor have has ever been, subject to a union organizing effort. Endwave The Company and each of its Subsidiaries are is not subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any current disputes with a labor organizationdisputes. Endwave The Company and each of its Subsidiaries have has good labor relations, and Endwave the Company has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave employee has filed or intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wages,. (c) Neither Endwave the Company nor any ERISA Affiliate of Endwave has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave the Company or an ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each Section 3.16(d) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, the Company or any Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandates. Such Contracts, plans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements.” (e) have Each Company Benefit Arrangement has been maintained, including as to its form, in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave such Company Benefit Arrangement or plan maintained by an ERISA Affiliate is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave the Company has the right under the terms of each applicable Endwave Company Benefit Arrangement to terminate such Endwave Company Benefit Arrangement (or terminate the participation in such Endwave Company Benefit Arrangement by Endwavethe Company), and no additional contribution would be required to properly effect such termination. (ef) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave the Company is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Company Benefit Arrangements and that is reasonably likely to subject EndwaveCompany, any of the its Subsidiaries, or any of their employees to a material the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material the sanctions imposed under Title I of ERISA. (fg) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company after the Endwave Balance Sheet Date). (gh) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (hi) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (j) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2008 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h3.16(j) to the Endwave Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Company Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (ik) Each Company Benefit Arrangement and each group health plan maintained by an ERISA Affiliate, to the extent applicable, is in compliance, in all material respects, with applicable state and federal laws including the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the Americans with Disabilities Act of 1990, as amended, and the regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder, the Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company, any Subsidiary, and their employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), with respect to any of the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on the Company, any of its Subsidiaries or Parent. (l) Except as set forth on Section 3.16(i3.16(l) to the Endwave Company Disclosure Schedule, no benefit payable or that may become payable by Endwave the Company or any of its Subsidiaries pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j3.16(l) of the Endwave Company Disclosure Schedule, Endwave the Company and each of its Subsidiaries are is not a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave The Company and each of its Subsidiaries have has no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i3.16(l) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefits. (jm) To Endwavethe Company’s knowledge, no employee or consultant of Endwave the Company or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or any of its Subsidiaries or to use trade secrets or proprietary information of others. To the Company’s knowledge, the employment of any employee or consultant by the Company and each of its Subsidiaries does not subject it to any Liability to any third party other than Liabilities with respect to employer payroll tax and employee tax withholding. (n) The Company and each of its Subsidiaries has not established any compensation and benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. (o) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) in respect of the Company or any of its Subsidiaries. (p) All required reports and descriptions of each Company Benefit Arrangement (including Internal Revenue Service Form 5500 annual reports, summary annual reports, summary plan descriptions and summaries of material modifications) have been timely filed with the IRS, the DOL or other governmental body and have been distributed as required. (q) The form of each Company Benefit Arrangement that is subject to Section 409A of the Code meets the requirements of Sections 409A(a)(2), (3) and (4) of the Code and has been operated in accordance with such requirements. (r) Except as set forth in 3.16(r) of the Company Disclosure Schedule, with respect to employees of the Company who reside or work in Israel (the “Israeli Employees”): (i) the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the applicable employment agreement with such Israeli Employee disclosed on 3.16(r) of the Company Disclosure Schedule or Applicable Law; (ii) all obligations of the Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law (5723-1963) are fully funded or are accrued on the Company Financial Statements; (iii) no Israeli Employee’s employment by the Company requires any special license, permit or other governmental authorization; (iv) there are no unwritten policies, practices or customs of the Company that entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwavethe Company, Endwave the Company and each of its Subsidiaries have always been and currently are in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and each of its Subsidiaries and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Section 3.16(a) of the Company Disclosure Schedule. To the knowledge of Endwavethe Company, all employees of Endwave the Company and each of its Subsidiaries are legally permitted to be employed by Endwave the Company and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Lawcapacities. To Endwave’s knowledge, all All independent contractors providing services to Endwave the Company and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave The Company and each of its Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement DateCompany, no employees or consultants of Endwave the Company or any of its Subsidiaries have given notice to Endwave the Company or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave the Company or such Subsidiary. (b) To the knowledge of Endwavethe Company, Endwave the Company and each of its Subsidiaries are is not now, nor have has ever been, subject to a union organizing effort. Endwave The Company and each of its Subsidiaries are is not subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or and subject to any current disputes with a labor organizationdisputes. Endwave The Company and each of its Subsidiaries have has good labor relations, and Endwave the Company has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave the Company nor any ERISA Affiliate of Endwave has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave the Company or an ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each Section 3.16(d) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company, its predecessors predecessor or any Subsidiary of Endwave or its ERISA Affiliate of Endwave (excluding any government plansAffiliates. Such Contracts, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements.” (e) have Each Company Benefit Arrangement has been maintained, including as to its form, in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave To the knowledge of the Company , no such Company Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code or Section 302 of ERISACode. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave The Company has the right under the terms of each applicable Endwave Company Benefit Arrangement and under Applicable Law to terminate such Endwave Company Benefit Arrangement (or terminate the participation in such Endwave Company Benefit Arrangement by Endwavethe Company), and no additional contribution would be required to properly effect such termination. (ef) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave the Company is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Company Benefit Arrangements and that is reasonably likely to subject EndwaveCompany, any of the its SubsidiariesERISA Affiliates, or any of their employees to a material the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material the sanctions imposed under Title I of ERISA. (fg) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company after the Endwave Balance Sheet Date). All claims as of the Closing Date made under any self-insured Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by the Company. (gh) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hi) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (j) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2007 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Company Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (ik) Except as set forth on Section 3.16(i) Each Company Benefit Arrangement, to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the Americans with Disabilities Act of 1990, as amended, and the regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder, the Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company, any ERISA Affiliate, and their employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), with respect to any of the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on the Company, any of its Subsidiaries or Parent. (l) No benefit payable or that may become payable by Endwave the Company or any of its Subsidiaries pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a an “excess parachute payment” (as defined in Section 280G(b)(2280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j3.16(l) of the Endwave Company Disclosure Schedule, Endwave the Company and each of its Subsidiaries are is not a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave The Company and each of its Subsidiaries have has no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, Sheet and (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i3.16(l) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsSchedule. (jm) To Endwavethe Company’s knowledge, no employee or consultant of Endwave the Company or any of its Subsidiaries is in material violation of (i) any material term of any employment or consulting Contract oror (ii) any material term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or any of its Subsidiaries or to use trade secrets or proprietary information of others. To the Company’s knowledge, the employment of any employee or consultant by the Company and each of its Subsidiaries does not subject it to any Liability to any third party other than Liabilities with respect to employer payroll tax and employee tax withholding. (n) The Company and each of its Subsidiaries has not established any compensation and benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. (o) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) in respect of the Company or any of its Subsidiaries. (p) All required reports and descriptions of each Company Benefit Arrangement (including Internal Revenue Service Form 5500 annual reports, summary annual reports, summary plan descriptions and summaries of material modifications) have been timely filed with the IRS, the DOL or other governmental body and have been distributed as required. (q) To the knowledge of the Company, the form of each Company Benefit Arrangement that is subject to Section 409A of the Code meets the requirements of Sections 409A(a)(2), (3) and (4) of the Code and has been operated in accordance with such requirements.

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are The Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and their current title and/or job description and compensation (base cash compensation and bonus opportunity for 2007, if any) is set forth on Schedule 4.16(a) of the Company Disclosure Letter. To the knowledge of Endwavethe Company, all employees of Endwave and each of its Subsidiaries the Company are legally permitted to be employed by Endwave and such Subsidiary the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each of its Subsidiaries the Company have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave , except as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiarymay be required by Applicable Law. (b) To the knowledge of Endwave, Endwave and each of its Subsidiaries are The Company (i) is not now, nor have ever and has never been, subject to a union organizing effort. Endwave and each of its Subsidiaries are , (ii) is not subject to any collective bargaining agreement with respect to any of their its employees, (iii) is not subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any and (iv) has no current disputes with a labor organizationdisputes. Endwave and each of its Subsidiaries have The Company has good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave The Company does not maintain or contribute to, nor has it ever maintained or contributed to, any ERISA Affiliate employee pension benefit plan (within the meaning of Endwave has participated in a pension plan which constitutes, or has since the enactment Section 3(2) of ERISA) that is a defined benefit plan, constituted, a “any multiemployer plan” as defined in plan within the meaning of Section 3(37) of ERISA or a ERISA, any “multiple employer plan” as defined in (within the meaning of Code Section 413(c) of the Code. No pension plan of Endwave )), any employee benefit plan, fund, program, contract or an ERISA Affiliate of Endwave arrangement that is subject to Title IV of ERISA or Code Section 412, or any multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). None of the Company Benefit Arrangements provide for post-termination benefits of any kind with respect to any of the Company’s current or former officers, employees, agents, directors, or independent contractors except as otherwise required by Sections 601 through 608 of ERISA and Code Section 4980B(f) or comparable state laws. (d) Each (i) Schedule 4.16(d) of the Company Disclosure Letter lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 4.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. 2.15.1 Except as set forth in Schedule 2.15.1, neither Target nor any Subsidiary has any employment contracts or consulting agreements currently in effect that are not terminable at will (aother than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). 2.15.2 Neither Target nor any of its Subsidiaries: (i) To has ever been or is now subject to a union organizing effort; (ii) is subject to any collective bargaining agreement with respect to any of its employees; (iii) is subject to any other contract with any trade or labor union, employees’ association or similar organization; or (iv) has any current labor disputes or has had any material labor disputes or claims of unfair labor practices. Target and its Subsidiaries each has good labor relations, and Target has no knowledge of any facts indicating that the consummation of the transactions provided for hereby will have a Material Adverse Effect on its labor relations or those of any of its Subsidiaries, and Target has no knowledge that any of the management employees, or any significant number of other employees, intends to leave Target’s employ or the employ of any of its Subsidiaries. There are no strikes, material slowdowns, work stoppages or lockouts, or, to the knowledge of EndwaveTarget, Endwave threats thereof, by or with respect to any employees of Target or any of its Subsidiaries. Target and each of its Subsidiaries have always been has complied and currently are is in compliance in all material respects with all Applicable Law and Contracts relating to applicable laws regarding employment, employment practices, immigration, wages, hours, and terms and conditions of employment, and wages and hours (including employee compensation mattersthe Worker Adjustment Retraining and Notification Act, as amended, and have any similar state or local law) and has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and the California Labor CodeAct. To the knowledge of Endwave, all employees of Endwave and each Neither Target nor any of its Subsidiaries are legally permitted to be employed by Endwave and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all independent contractors providing services to Endwave and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do not have any has employment or consulting Contracts agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave All independent contractors providing services to Target or any of its Subsidiaries have given notice been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to Endwave employee benefits and other applicable laws. All employees of Target or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge of Endwave, Endwave and each any of its Subsidiaries are not now, legally permitted to be employed by Target or such Subsidiary in the jurisdiction in which such employee is employed. Neither Target nor have ever been, subject to a union organizing effort. Endwave and each any of its Subsidiaries are not subject will have any liability to any collective bargaining agreement with respect to any of their employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any current disputes with a labor organization. Endwave and each of its Subsidiaries have good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave employee has filed or intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wages. (c) Neither Endwave nor any ERISA Affiliate of Endwave has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandates) (collectively referred to as “Endwave Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date Person as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeleasing arrangement. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To Each Acquired Company, and to the knowledge of Endwavethe Company any entity or person from whom an Acquired Company has leased any employees, Endwave and each of its Subsidiaries have always been and currently are is in compliance compliance, with respect to any service providers to an Acquired Company, in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of each Acquired Company and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the California Labor CodeCompany Disclosure Schedule. To the knowledge of Endwavethe Company, all employees of Endwave and each of its Subsidiaries Acquired Company are legally permitted to be employed by Endwave and such Subsidiary Acquired Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each of its Subsidiaries Acquired Company have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do not have No Acquired Company has any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge of Endwavethe Company, Endwave and each of its Subsidiaries are not no Acquired Company is now, nor have has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not No Acquired Company is subject to any collective bargaining agreement with respect to any of their its employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or nor subject to any current disputes with a labor organizationdisputes. Endwave and each of its Subsidiaries have Each Acquired Company has good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such its labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave nor any ERISA Affiliate of Endwave No Acquired Company has participated in a pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave Acquired Company is subject to Title IV of ERISA. (d) Each Schedule 3.16(d) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchaseappreciation rights, stock purchase rights, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave an Acquired Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavean Acquired Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements”. (e) have Each Company Benefit Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave such Company Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code or Section 302 of ERISACode. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (ef) Each Acquired Company has timely filed and delivered or made available to Macrovision and its legal counsel its recent annual report (Form 5500) and all schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor (“DOL”), or any other Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. (g) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave the Company is threatened in writing against or an Acquired Company with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No Acquired Company has been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 4975 3(2) of ERISA) that an Acquired Company sponsors as employer or in which an Acquired Company participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under Section 406 of ERISA502(i) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (fh) All contributions due from Endwave an Acquired Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwavethe Company’s consolidated financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of its business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave an Acquired Company after the Endwave Balance Sheet Date). No Acquired Company maintains, nor has an Acquired Company ever maintained, any Company Benefit Arrangement qualified under Section 401(a) of the Code. All claims as of the Closing Date made under any self-insured Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by an Acquired Company. (gi) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do sodecline in writing. (hj) No Acquired Company has or will have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (k) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave an Acquired Company relating to, or change in employee participation or coverage underunder (including in each case as a result of the transactions contemplated by this Agreement), any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2006 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h. (l) Each Company Benefit Arrangement, to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the execution Americans with Disabilities Act of this Agreement 1990, as amended, and the consummation regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the transactions contemplated by this Agreement will not Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect an Acquired Company and its employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise“COBRA”), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeof the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on an Acquired Company or Macrovision. (im) Except as set forth on Section 3.16(iin Schedule 3.16(m) to of the Endwave Company Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries an Acquired Company pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(jSchedule 3.16(m) of the Endwave Company Disclosure Schedule, Endwave and each of its Subsidiaries are an Acquired Company is not a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave an Acquired Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, guarantee or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no No Acquired Company has an obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave an Acquired Company has established a reserve for such amount on the Endwave Company Balance Sheet, Sheet and (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(iSchedule 3.16(m) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsSchedule. (jn) To Endwavethe Company’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries an Acquired Company is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by an Acquired Company or to use trade secrets or proprietary information of others. To the Company’s knowledge, the employment of any employee or consultant by an Acquired Company does not subject it to any Liability to any third party and Liabilities with respect to employer payroll tax and employee tax withholding. (o) No Acquired Company has established any compensation and benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. (p) Since the inception of each Acquired Company, there has been no “mass layoff”, “employment loss”, or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) in respect of such Acquired Company. (q) Schedule 3.16(q) to the Company Disclosure Schedule lists all “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) to which an Acquired Company is a party. Each such nonqualified deferred compensation plan to which an Acquired Company is a party complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements. No event has occurred that would be treated by Section 409A as a transfer of property for purposes of Section 83 of the Code. (r) The Company has delivered to Macrovision true and complete copies of all election statements under Section 83(b) of the Code that are in the possession or subject to its control with respect to any unvested securities or other property issued by an Acquired Company or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other services providers. (s) No Acquired Company is required by law to offer any voluntary payment of accrued and unused vacation liabilities to any persons other than upon the termination or cessation of their employment with such Acquired Company. (t) A true, correct and complete list of all officers and directors of the Acquired Companies, specifying their office and annual rate of compensation, and a list of all of the employees of the Acquired Companies specifying the date and location of employment, current title, annual rate of compensation is attached hereto as Schedule 3.16(t).

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are The Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and their current title and/or job description, compensation (base compensation and bonuses) and benefits is set forth on Schedule 4.16(a) of the Company Disclosure Letter. To the knowledge of Endwave, all All employees of Endwave and each of its Subsidiaries the Company are legally permitted to be employed by Endwave and such Subsidiary the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each of its Subsidiaries the Company have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To the knowledge of Endwave, Endwave and each of its Subsidiaries are The Company (i) is not now, nor have ever and has never been, subject to a union organizing effort. Endwave and each of its Subsidiaries are , (ii) is not subject to any collective bargaining agreement with respect to any of their its employees, (iii) is not subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any and (iv) has no current disputes with a material labor organizationdisputes. Endwave and each of its Subsidiaries have The Company has good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave The Company does not maintain or contribute to, nor has it ever maintained or contributed to, any ERISA Affiliate of Endwave has participated in a “pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multiemployer plan” as defined in within the meaning of Section 3(373(2) of ERISA or a “multiple employer plan” as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave is subject to Title IV of ERISA. (d) Each (i) Schedule 4.16(d) of the Company Disclosure Letter lists each employment, consulting, severance or other similar written Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwave, any Subsidiary of Endwave the Company or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwavethe Company. Such Contracts, its predecessors or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plans, programs or mandatesplans and arrangements as are described in this Section 4.16(d) (are hereinafter collectively referred to as “Endwave Company Benefit Arrangements”) have been maintained, including as to form, in compliance in all material respects with their terms and with the requirements prescribed by any and all Applicable Law. No Endwave Benefit Arrangement is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or Section 302 of ERISA. No Endwave Benefit Arrangement or assets associated therewith is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (e) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave is threatened in writing against or with respect to any Endwave Benefit Arrangement (other than claims for benefits under such Endwave Benefit Arrangement that are routine), including any audit or inquiry by the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”). No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (f) All contributions due from Endwave with respect to any of the Endwave Benefit Arrangements have been made or have been accrued on Endwave’s financial statements, and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave after the Endwave Balance Sheet Date). (g) All individuals who, pursuant to the terms of any Endwave Benefit Arrangement, are entitled to participate in any Endwave Benefit Arrangement, are currently participating in such Endwave Benefit Arrangement or have been offered an opportunity to do so and have declined to do so. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave relating to, or change in employee participation or coverage under, any Endwave Benefit Arrangement that would increase materially the expense of maintaining such Endwave Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h) to the Endwave Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee. (i) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no benefit payable or that may become payable by Endwave or any of its Subsidiaries pursuant to any Endwave Benefit Arrangement as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(j) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries are not a party to any: (i) Endwave Benefit Arrangement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave in the nature of the Merger or any of the other transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit Arrangement, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each of its Subsidiaries have no obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave has established a reserve for such amount on the Endwave Balance Sheet, (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(i) of the Endwave Disclosure Schedule and (iii) arising from governmentally mandated benefits. (j) To Endwave’s knowledge, no employee or consultant of Endwave or any of its Subsidiaries is in material violation of (i) any term of any employment or consulting Contract or

Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave The Company and each of its Subsidiaries have always been and currently are Company Subsidiary is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act Act. A complete list of all employees, officers and consultants of the California Labor CodeCompany and its Subsidiaries and their current title and/or job description and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of Endwavethe Company, all employees of Endwave and each the Company or any of its Subsidiaries are legally permitted to be employed by Endwave and the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all All independent contractors providing services to Endwave and each the Company or any of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary. (b) To Neither the Company nor any Company Subsidiary (i) to the knowledge of Endwavethe Company or any Company Subsidiary, Endwave and each of its Subsidiaries are not is now, nor have or has ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not , (ii) is subject to any collective bargaining agreement with respect to any of their its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ ' association or similar organization, or subject to and (iv) has any current disputes with a labor organizationdisputes. Endwave The Company and each of its Subsidiaries have each has good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave and has no knowledge of any facts indicating that any Endwave employee has filed or of its key employees intends to file an internal or external complaint regarding his or her employment at Endwave, including, without limitation, complaints of discriminations, harassment, retaliation, and / or unpaid wagesleave their employ. (c) Neither Endwave nor any ERISA Affiliate of Endwave The Company has participated in a no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “"multiemployer plan” " as defined in Section 3(37) of ERISA or a “"multiple employer plan” " as defined in Section 413(c) of the Code. No pension plan of Endwave or an ERISA Affiliate of Endwave the Company is subject to Title IV of ERISA. (d) Each Schedule 3.16(d) of the Company Disclosure Letter lists each employment, consulting, severance or other similar written Contract, each “"employee benefit plan” " as defined in Section 3(3) of ERISA and each written plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ ' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to by Endwavethe Company, any Company Subsidiary of Endwave or any ERISA Affiliate of Endwave and covers any employee or former employee of Endwave, its predecessors the Company or any Subsidiary of Endwave or ERISA Affiliate of Endwave (excluding any government plansCompany Subsidiary. Such Contracts, programs or mandatesplans and arrangements as are described in this Section 3.16(d) (are hereinafter collectively referred to as “Endwave "COMPANY BENEFIT ARRANGEMENTS." Schedule 3.16(d) of the Company Disclosure Letter includes a true, complete and correct list identifying (i) each individual who is entitled to a bonus payment pursuant to the Company Sale Participation Program, (ii) the methodology for calculating the dollar amount payable to each such individual and (iii) the methodology for calculating the dollar amount payable to Xxxxxx Xxxxxxxxx pursuant to the Xxxxxxxxx Agreement. Other than as disclosed on Schedule 3.16(d), there is no Liability to any Person pursuant to the Company Sale Participation Program. (e) Each Company Benefit Arrangements”) have Arrangement has been maintained, including as to form, maintained in compliance in all material respects with their its terms and with the requirements prescribed by any and all Applicable LawLaw that is applicable to such Company Benefit Arrangement. No Endwave Each such Company Benefit Arrangement that is an “"employee pension benefit plan” " as defined in Section 3(2) of ERISA that is subject intended to qualify under Section 412 401(a) of the Code is so qualified. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company (1) has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as "GUST"), the Tax Reform Act of 1986, the Internal Revenue Service ("IRS") Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel), and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the tax-qualified status of such Company Benefit Arrangement, (2) the Company has applied timely to the IRS for such letter, (3) the Company has a remaining period of time to apply for such letter, or Section 302 (4) if reliance is permitted under IRS Announcement 2001-77, the Company relies on the favorable opinion letter or advisory letter of ERISAthe master and prototype or volume submitter plan sponsor of such Company Benefit Arrangement. No Endwave Company Benefit Arrangement or assets associated therewith is shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. Subject to Applicable Laws, Endwave has the right under the terms of each applicable Endwave Benefit Arrangement to terminate such Endwave Benefit Arrangement (or terminate the participation in such Endwave Benefit Arrangement by Endwave), and no additional contribution would be required to properly effect such termination. (ef) The Company has timely filed and delivered or made available to Acquiror and its legal counsel the three most recent annual reports (Form 5500) and all schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor ("DOL"), or any other Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. (g) The Company has timely filed and delivered or made available to Acquiror and its legal counsel the three most recent annual reports (Form 5500) for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements. (h) No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Endwave the Company or any Company Subsidiary, is threatened in writing against or with respect to any Endwave Company Benefit Arrangement (other than claims for benefits under such Endwave Company Benefit Arrangement that which are routineroutine and uncontested), including any audit or inquiry by the Internal Revenue Service (“IRS”) IRS or the Department of Labor (“DOL”). No “Neither the Company nor any Company Subsidiary has ever been a participant in any "prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 4975 3(2) of ERISA) that the Company or such Company Subsidiary sponsors as employer or in which the Company or such Company Subsidiary participates as an employer which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under Section 406 of ERISA502(i) has occurred that involves the assets of any Endwave Benefit Arrangements and that is reasonably likely to subject Endwave, any of the its Subsidiaries, or any of their employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or material sanctions imposed under Title I of ERISA. (fi) All contributions due from Endwave the Company with respect to any of the Endwave Company Benefit Arrangements have been made or have been accrued on Endwave’s the Company's financial statementsstatements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Endwave Balance Sheet Date as a result of the operations of Endwave the Company and its Subsidiaries after the Endwave Balance Sheet Date). All contributions due from the Company with respect to any Company Benefit Arrangement qualified under Section 401(a) of the Code and containing a Code Section 401(k) cash or deferred arrangement have been timely made. All claims as of the Closing Date made under any self-insured Company Benefit Arrangement that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by the Company. (gj) All individuals who, pursuant to the terms of any Endwave Company Benefit Arrangement, are entitled to participate in any Endwave Company Benefit Arrangement, are currently participating in such Endwave Company Benefit Arrangement or have been offered an opportunity to do so and have declined to do soin writing. (hk) The Company shall not have any material Liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement. (l) There has been no amendment to, written interpretation or announcement (whether or not written) by Endwave the Company relating to, or change in employee participation or coverage under, any Endwave Company Benefit Arrangement that would increase materially the expense of maintaining such Endwave Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2010 2003 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. Except as set forth on Section 3.16(h. (m) Each Company Benefit Arrangement, to the Endwave Disclosure Scheduleextent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, the execution Americans with Disabilities Act of this Agreement 1990, as amended, and the consummation regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the transactions contemplated by this Agreement will not Women's Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company and its employees. There are no outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (either alone or in connection with the termination of employment or change of position of any employee following or in connection with the consummation of the Merger) constitute an event under any Endwave Benefit Arrangement that will or may result in any material payment (whether severance pay or otherwise"COBRA"), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employeeof the Company Benefit Arrangements, covered employees or qualified beneficiaries that would be reasonably likely to result in a Material Adverse Effect on the Company, any Company Subsidiary or Acquiror. (in) Except as set forth on Section 3.16(i) to the Endwave Disclosure Schedule, no No benefit payable or that may become payable by Endwave the Company or any of its Subsidiaries Company Subsidiary pursuant to any Endwave Company Benefit Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Section 3.16(jSchedule 3.16(n) of the Endwave Company Disclosure ScheduleLetter, Endwave and each of its Subsidiaries are not neither the Company or any Company Subsidiary is a party to any: (i) Endwave Benefit Arrangement Contract with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Endwave the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) COBRA (or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (ii) Endwave Benefit ArrangementContract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. Endwave and each Neither the Company nor any of its Subsidiaries have no has any obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (i) for which Endwave the Company has established a reserve for such amount on the Endwave Company Balance Sheet, Sheet and (ii) pursuant to Contracts entered into after the Endwave Balance Sheet Date and disclosed on Section 3.16(iSchedule 3.16(n) of the Endwave Company Disclosure Schedule and (iii) arising from governmentally mandated benefitsLetter. (jo) To Endwave’s the Company's and each Company Subsidiary's knowledge, no employee or consultant of Endwave the Company or any of its Subsidiaries Company Subsidiary is in material violation of (i) any term of any employment or consulting Contract oror (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or such Company Subsidiary or to use trade secrets or proprietary information of others. To the Company's and each Company Subsidiary's knowledge, the employment of any employee or consultant by the Company or any Company Subsidiary does not subject it to any Liability to any third party. (p) Neither the Company nor any Company Subsidiary has established any compensation and benefit plan that is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. (q) In the past two years, there has been no "mass layoff," "employment loss," or "plant closing" as defined by the Workers Adjustment and Retraining Notification Act (the "WARN ACT") in respect of the Company.