Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller generally enjoys good employer-employee relationships. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.30. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company normal operations existing, pending or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Except as set forth in Section 3.11(a) of the Acquired Companies Seller Disclosure Schedule, as of the date of this Agreement, (i) none of the Transferred Entities and no Business Employee with respect to his or her services to Seller or its Affiliates, is a party to or bound by subject to a collective bargaining or other labor-related agreement or arrangement with any labor union or collective labor organization applicable to the Business (a “Collective Bargaining Agreement”) and (ii) other than with respect to the Business Employees subject to the Collective Bargaining Agreements set forth on Section 3.11(a) of the Seller Disclosure Schedule, no union or other labor organization represents any Business Employees or has made a written demand to the Transferred Entities to be recognized as, or filed a petition to be certified as, the bargaining Contractunit representative of any Business Employees, nor with respect to their employment with the Transferred Entities. Seller and its Affiliates are in compliance in all material respects with all Collective Bargaining Agreements. (b) Since the date that is any such Contract currently being negotiated two (2) years prior to the date of this Agreement, (i) there is and has been no pending or threatened organizational efforts by or on behalf of any Business Employees, and (ii) there are and have been no material strikes, material lockouts, material work stoppages, material grievance, material unfair labor practice charge, material arbitrations, or other material labor dispute or disruption involving any Business Employee with respect to his or her services to Seller or its Affiliates. (c) Section 3.11(c) of the Acquired Companies. Other than possible isolated individual controversies which have not hadSeller Disclosure Schedule sets forth a complete and accurate census (the “Employee List”) of each Business Employee employed by Seller and its Affiliates as of a date that is within five (5) Business Days prior to the date of this Agreement, including (as permitted by applicable Law) each employee’s name or employee identification number, the Affiliate that employs him or her, job position, principal work location, exempt or non-exempt status, salary or hourly rate of pay as applicable, and could whether a Represented Employee or not. Neither Seller nor any of its Affiliates employs or has employed any Business Employees with a primary work location outside of the United States. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, there are no controversies pending orall exempt employees, to the Company's knowledgeindependent contractors, threatened between the Company or its Subsidiaries and any of their respective leased employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to other individuals employed or engaged by the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeTransferred Entities have for the past three (3) years been properly classified at all times under all applicable Laws. (be) Section 3.14(bSince the date that is two (2) years prior to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, neither the Seller nor any of its Affiliates has taken any action with respect to the Company's knowledgeBusiness that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or its regulations or any similar applicable Laws (“WARN Act”). In the last six months, no executive officer or Key Employee of neither the Seller nor any of its Affiliates have carried out any “employment loss” (as defined by the Acquired Companies is WARN Act), or layoff or material reduction in violation hours of work, in any material case with respect of any term of any employment or services Contractto the Business, patent disclosure agreementwhich, noncompetition agreementif continued, or any restrictive covenant to a former employer which in the aggregate would reasonably be expected to impede the right of any such executive officer constitute a “plant closing” or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation “mass layoff” under the Workers Adjustment and Retraining Notification WARN Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Section 4.15 of the Acquired Companies MediSync Disclosure Schedules sets forth as of the date indicated therein the name, title, location, base salary or wages, bonus entitlement, annual vacation entitlement and accrued vacation of each present employee of MediSync (the “MediSync Employees”). Section 4.15 of the MediSync Disclosure Schedules further identifies which of the MediSync Employees, as well as other consultants, agents and independent contractors, are covered by or subject to an employment, consulting, non-competition or severance agreement with MediSync, and copies of all such agreements shall be provided or made available to Parent. (b) Except as set forth in Section 4.15 of the MediSync Disclosure Schedules, with respect to the MediSync Employees, each of the following is true: (A) none of the MediSync Employees is a party to member of or bound represented by any labor union or covered by any collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not hadagreement, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectMediSync’s Knowledge, there are no controversies attempts of whatever kind and nature being made to organize any of the MediSync Employees; (B) there is no strike, labor dispute, slowdown or stoppage actually pending or, to MediSync’s Knowledge, threatened, and no such strike, dispute, slowdown or stoppage has occurred during the Company's knowledgepreceding five (5) years; (C) MediSync is in compliance with all applicable Legal Requirements respecting employment and employment practices, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is not engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As Section 8 of the date National Labor Relations Act; and (D) MediSync is not delinquent in the payment of this Agreement(1) any wages, salaries, commissions, bonuses or other compensation for all periods prior to the Company's knowledgedate hereof, no executive officer or Key Employee (2) any amount which is due and payable to any state or state fund pursuant to any workers compensation statute, rule or regulation of any of the Acquired Companies amount which is in violation in due and payable to any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, workers compensation claimant or any restrictive covenant other party arising under or with respect to a former employer which would reasonably be expected to impede the right of claim that has been filed under state statutes or under any such executive officer applicable state statute or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersadministrative procedure. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Companies and their Subsidiaries employ ------------------------ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoy good employer-employee relationships. The Companies and their Subsidiaries do not employ a total of 100 or more employees (aexcluding employees who work less than 20 hours per week or who have worked for a Company or any of its Subsidiaries less than six (6) None of the Acquired Companies last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. Neither Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Company, any Subsidiary nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing be liable to any of said employees for so-called "severance pay" or any other payments, threatened between except as set forth in Schedule 2.31. Neither Company nor any Subsidiary has any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Each Company or and each of its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employmentemployment and wages and hours. There are no charges of employment discrimination or unfair labor practices, including employee compensation matters. To the Company's knowledgenor are there any strikes, none slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving either Company or any of its Subsidiaries' . No question concerning representation exists respecting any employees intends of either Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on the Companies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to terminate his be negotiated by either Company or her any of its Subsidiaries. Neither Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each Company and each of its Subsidiaries is, and at all times since its organization has been, in compliance with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) requirements of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list Immigration Reform Control Act of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Company employs a total of approximately 10 full-time employees and one part-time employee. The Company does not employ a total of 100 or more employees (a) None excluding employees who work less than 20 hours per week or who have worked for the Company less than six of the Acquired Companies last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. The Company is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither the Acquired CompaniesCompany nor Parent will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments, except as set forth in Schedule 2.28. Other than possible isolated individual controversies which have not hadThe Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Company is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and could not reasonably wages and hours, except where the failure to be expected to havein compliance with such laws and regulations, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, there material adverse effect on the Company. There are no controversies charges with any administrative agency or court, or threatened in writing, alleging employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or, to or threatened against or involving the Company's knowledge. No question concerning representation exists respecting any employees of the Company. There are no grievances, threatened between complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or the conduct of its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pendingbusiness, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times since November 6, 1986 has been, in material liability or Obligation under compliance with the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfiedrequirements of the Immigration Reform Control Act of 1986.

Employees; Labor Matters. (a) None Buyer or its agents have been provided with a list that is complete and accurate in all material respects of (i) all persons who are employees or independent contractors with the Company or the Company Subsidiaries and (ii) all Business Employees, including any Business Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; and (iv) current annual base compensation rate or hourly rate, as applicable. All independent contractors, consultants and advisors to the Company or the Company Subsidiaries can be terminated with 30 days’ notice on the part of the Acquired Companies is a party Company or the Company Subsidiary, as applicable. (b) Each of the Company and the Company Subsidiaries do not employ any employees whose duties do not relate primarily to the business of the Company or bound by the Company Subsidiaries. (c) Except as would not be material to the Business, since the Reference Date, there are no written grievances, complaints or charges that have been filed against the Company or any union or Company Subsidiary that are currently pending under any external dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining Contractagreement). No collective bargaining agreements, nor is any such Contract works council or similar labor union arrangements have been in effect or are currently being negotiated by the Company or on behalf of any of the Acquired CompaniesCompany Subsidiaries. Other than possible isolated individual controversies which have Except as would not hadbe material to the Business, (i) there is not presently, and could for the past three years there has not reasonably be expected to havebeen, individually any collective labor strike, dispute, lockout, slowdown or in the aggregate, a Material Adverse Effect, there are no controversies stoppage pending or, to the Knowledge of the Company's knowledge, threatened between in writing against or affecting the Company or its Subsidiaries any Company Subsidiary, and any of their respective employees. None of the Acquired Companies (ii) there is engaged in any no unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute charge or union organizing activity, complaint against the Company or any similar activity Company Subsidiary pending or dispute, affecting any of threatened in writing before the Acquired Companies EXECUTION VERSION National Labor Relations Board or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, other labor dispute relations tribunal or union organizing activity or any similar activity or disputeGovernmental Authority. (bd) Section 3.14(b) to Neither the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between nor any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies Subsidiary is in violation in any material respect of any term provision of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged Law promulgated by any Governmental Authority regarding the terms and conditions of employees, former employees or prospective employees or other labor-related matters, including, without limitation, Laws relating to discrimination, fair labor standards and occupational health and safety or wrongful discharge of employees, former employees or prospective employees of the Acquired Companies because of Company or the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersCompany Subsidiaries. (ce) The Since the Reference Date, the Company has or the Company Subsidiaries have not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by WARN Act or similar state or local law, or incurred any material liability Liability or Obligation obligation under the Workers Adjustment and Retraining Notification Act, WARN Act or any similar laws, which state or local law that remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Neither ST nor any ST Entity has received any notice of any claim that it has not complied in any respect with any law relating to the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None employees of the Acquired Companies is engaged in Business, including any unfair labor practice provisions thereof relating to wages, hours, collective bargaining, the payment of any nature. Since January 1social security and similar taxes, 2001equal employment opportunity, there has not been any slowdown, work stoppage, labor dispute or union organizing activityemployment discrimination, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeemployee safety. (b) Section 3.14(b) Each ST Entity has paid all amounts due to the Company Disclosure Letter sets forth all be paid to each employee of the Acquired Companies' employees who Business. (c) To the Knowledge of ST, there are not "no activities or proceedings of any labor union or to organize any employee of the Business. There has been no work stoppage, strike or other concerted action by any employee of the Business. (d) Each employee of the Business is employed at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledgeKnowledge of ST, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any no employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies Business is in violation in any material respect of any term of any employment or services Contractcontract, patent disclosure agreement, noncompetition enforceable non-competition agreement, or any enforceable restrictive covenant to a former employer which would reasonably be expected relating to impede the right of any such executive officer or Key Employee employee to be employed or engaged by any of ST Entity, as the Acquired Companies case may be, because of the nature of the business conducted Business conducted, including products of the Business under design or presently proposed to be conducted by development as of the Acquired Companies date hereof, or to the use of trade secrets or proprietary information of others. No Top Key Employee nor Very Important Employee (each as defined in Section 5.4 hereof) has given notice of his or her intent to terminate employment with ST, and to the Knowledge of ST, no such Top Key Employee nor Very Important Employee intends to terminate his or her employment with ST. Schedule 5.4 attached hereto lists each employee of any ST Entity primarily engaged in the conduct of the Business, and, for who ST has provided each such employee’s position and annual compensation (including any bonus or incentive compensation for which such employee is eligible) as of the date hereof. Each Person who is an independent contractor or consultant of any ST Entity engaged in the conduct of the Business is properly classified as an independent contractor for purposes of all employment related laws and all laws concerning the status of independent contractors. Schedule 2.22 attached hereto lists each consultant and independent contractor to any ST Entity engaged in the conduct of the Business and for who ST has provide each such contractor’s or consultant’s compensation arrangement as of the date hereof. (ce) The Company has not incurred any material liability or Obligation under To the Workers Adjustment Knowledge of ST, each Top Key Employee and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfiedVery Important Employee intends to accept Upek’s offer of employment and continue employment with Upek following the Closing Date.

Employees; Labor Matters. (a) None Seller employs approximately _____ full- time employees and _____ part-time employees and generally enjoys good employer- employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at least ten (10) days prior to Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller, Owners and the Primary Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. of the Disclosure Schedule lists the names of all the employees of the Company and its Subsidiary as of the close of business on the day before the date of this Agreement and (a) None their titles or responsibilities; (b) their social security numbers and principal residence address; (c) their dates of hire; (d) their current salaries or wages; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. PART 3.19 of the Acquired Companies Disclosure Schedule lists all sales representatives and independent contractors engaged by the Company and its Subsidiary, their tax identification numbers and states of residence with respect to individuals, their payment arrangements (if not set forth in a Contract listed or described on PART 3.16 of the Disclosure Schedule), and a brief description of their jobs or projects currently in progress. Except as limited by any employment or independent contractor Contracts listed on PART 3.16 of the Disclosure Schedule and except for any limitations of general application which may be imposed under applicable employment Laws, (i) the Company and its Subsidiary have the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without incurring any penalty or liability other than liability for severance pay in accordance with the disclosed severance pay policy of the Company or its Subsidiary, as applicable, and (ii) neither the Company nor its Subsidiary has entered into a written agreement with any such employee or independent contractor that requires the Company or its Subsidiary to employ any such employee or engage any such independent contractor for a fixed period of time or that requires the Company or the Subsidiary to make any severance payment upon the termination of any such employee or independent contractor. Neither the Company nor its Subsidiary is a party to or bound by any union or collective bargaining Contractagreement, nor is any such Contract currently being negotiated by and has not recognized or on behalf received a demand for recognition of any of collective bargaining representative with respect thereto; and during the Acquired Companies. Other than possible isolated individual controversies which past three years there have not hadbeen no labor strikes, and could not reasonably be expected to have, individually disputes or in the aggregate, a Material Adverse Effect, there are no controversies pending orwork stoppages and, to the Company's knowledgeknowledge of BSI, no such actions are threatened between against the Company or its Subsidiaries and any of their respective employeesSubsidiary. None of the Acquired Companies is engaged in any There are no unfair labor practice claims or charges pending against the Company or its Subsidiary. Except as indicated in PART 3.19 of any nature. Since the Disclosure Schedule, since January 1, 20011996, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any no employee of the Acquired Companies EXECUTION VERSION Company or any its Subsidiary having an annual salary of their employees. There is not now pending, and $50,000 or more has indicated to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute his or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends her supervisor an intention to terminate or has terminated his or her employment with the Company or such its Subsidiary. All Proceedings involving To the knowledge of BSI, the transactions contemplated by this Agreement will not generally affect in any employee (or past employee) of material adverse manner relations with the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage Company and hour laws. As of the date of this Agreementits Subsidiary, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to taken as a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of otherswhole. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of the Acquired Companies is a party to or bound by any union or collective bargaining Contractdate hereof, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or and its Subsidiaries employ 626 full-time employees and any of their respective 24 part-time employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth Schedule 2.21 contains a true, correct true and complete list of all employment contractsemployees, severance agreements officers and directors of, and consultants to, the Company and its Subsidiaries as of the date hereof together with a current job title for and compensation (including base compensation, bonuses and stock options or similar agreements between restricted stock grants) (all of which compensation, when taken together with the bonuses set forth on Schedule 2.13(a) hereto, shall be paid by the Company) payable to each such employee, officer, director and consultant. The Company and its Subsidiaries are not delinquent in payments to any of the Acquired Companies and their employees for any current wages, salaries, commissions, bonuses or former employee (other direct compensation for any services performed for them to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer date hereof or amounts required to be terminated reimbursed to such employees. Upon termination of the employment of any of said employees, none of the Company, any Subsidiary, or (iii) whose agreement provides that Buyer will by reason of the employee is entitled transactions contemplated under this Agreement or anything done prior to receive severancethe Closing be liable to any of said employees for so-called "severance pay," bonus, termination or any other similar payments payments, except as set forth in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to ParentSchedule 2.21. The Acquired Companies Company and each of its Subsidiaries are in material compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation matterswages and hours, and withholding of taxes and reporting of income. To There are no grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries that, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the Company. None of the Company's knowledge, none nor any of its Subsidiaries' employees intends to terminate his employment policies or her employment practices is currently being audited or investigated by any federal, state or local government agency. Except as set forth on Schedule 2.21, the Company and its Subsidiaries have no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the Company termination of employment. Except as set forth on Schedule 2.21, there are no charges of employment discrimination or such Subsidiary. All Proceedings involving unfair labor practices, nor are there any employee (strikes, slowdowns, stoppages of work, or past employee) of the Acquired Companies that any other concerted interference with normal operations which are existing, pending or, to the knowledge of the Company's knowledge, GTC or the Stockholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to or involving the Company Disclosure Letteror any of its Subsidiaries. Section 3.14(b) to There is no pending arbitration or similar proceeding or claim involving the Company Disclosure Letter sets forth a true, correct and complete list or any of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour lawsits Subsidiaries. As of the date of this AgreementNo collective bargaining agreement is in effect or is currently being or, to the knowledge of the Company's knowledge, no executive officer GTC or Key Employee of the Stockholder, is about to be negotiated by the Company or any of its Subsidiaries. Neither the Acquired Companies Company nor any of its Subsidiaries has received any written notification indicating that any of its employment policies or practices is in violation in any material respect of any term of any employment currently being audited or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged investigated by any governmental authority. The Company and each of its Subsidiaries is, and has been, in compliance with the requirements of the Acquired Companies because Immigration Reform Control Act of 1986 at all times since the nature enactment of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of otherssuch Act. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Company and its Subsidiaries employ a total of 399 full-time employees and 259 part-time employees. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired CompaniesCompany, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments. Other than possible isolated individual controversies which have not hadNeither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Except as set forth on Schedule 2.30, the Company and each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and could wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or, to the Knowledge of the Company or any Stockholder, threatened against or involving the Company or any of its Subsidiaries. No question concerning representation exists respecting any employees of the Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries under any dispute resolution procedure (including, but not reasonably be expected to havelimited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could, individually or in the aggregate, have a Material Adverse Effect, Effect and there are is no controversies arbitration or similar proceeding pending or, and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to the Company's knowledge, threatened between be negotiated by the Company or any of its Subsidiaries. Except as set forth on Schedule 2.30, neither the Company nor any of its Subsidiaries and has received any information indicating that any of their respective employeesits employment policies or practices is currently being audited or investigated by any federal, state or local government agency. None The Company and each of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pendingits Subsidiaries is, and to the Company's knowledgeat all times since November 6, no Person 1986 has threatened to commencebeen, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) requirements of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list Immigration Reform Control Act of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller employs approximately 36 full-time employees and 3 part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth on Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth on said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller or the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since its inception has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller employs approximately 13 full-time employees and 4 part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at least ten (10) days prior to Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wagesworkplace safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principal, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Entities businesses (ai) None employ approximately 138 full-time non-dentist employees and 66 part-time non-dentist employees, (ii) employ approximately 37 dentists (including both full-time and part-time) (all dentists are employed pursuant to a written agreement between an Entity and the dentist) and (iii) generally enjoy a good employer-employee relationship. No Entity is delinquent in payments to any of its employees or dentists for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees or dentists, no severance or other payments (including without limitation payments required by the Acquired Companies. Other than possible isolated individual controversies which have not hadWorkers' Adjustment, Retraining, and could not reasonably be expected to have, individually or Notification Act) will become due. Except as set forth in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None Section 4.22 of the Acquired Companies is engaged in any unfair labor practice Disclosure Schedule, the Entities businesses have no policy, practice, plan or program of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, paying severance pay or any similar activity form of severance compensation in connection with the termination of employment or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeesservices. There Each Entity is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wages, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are Except as set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees 4.22 of the Acquired Companies who Disclosure Schedule, there are not "exempt" employees no, and within the meaning last three years there have not been, any written or otherwise alleged charges of applicable wage employment discrimination or unfair labor practices, nor are there, and hour laws. As within the last three years there have not been, any strikes, slowdowns, stoppages of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreementwork, or any restrictive covenant to a former employer which would reasonably be expected to impede other concerted interference with normal operations existing, pending or threatened against or involving the right Entities businesses. No question concerning representation exists respecting the employees of either Entity. To the best knowledge of Seller, there are no grievances, complaints or charges that have been filed under any such executive officer dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Entities businesses. No arbitration or Key Employee similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be employed or engaged negotiated by any either Entity. Each Entity is, and at all times since November 6, 1986 has been, in compliance in all material respects with the requirements of the Acquired Companies because Immigration Reform Control Act of 1986. Except as set forth in Section 4.22 of the nature Disclosure Schedule, there are no changes pending or, of which Seller has knowledge, threatened with respect to (including, without limitation, resignation of) the senior management, key supervisory personnel or dentists of the business conducted Entities businesses, nor has Seller or presently proposed either Entity received any notice or information concerning any prospective change with respect to be conducted by the Acquired Companies such senior management or to the use of trade secrets or proprietary information of otherskey supervisory personnel. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Seller employs approximately 70 full-time employees and 3 part-time employees at the date of this Agreement. The Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as described in Schedule 4.17, upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective said employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination severance or other similar payments payments, other than regular and overtime wages earned through the date of termination and accrued vacation. Except as described in excess Schedule 4.17, the Seller has no formal policy of two weeks paying any employee for vacation or sick leave accrued at the time of base salary upon termination. Except as described in Schedule 4.17, the Seller has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination by the employerof employment or services. TrueExcept as described in Schedule 4.17, correct and complete copies of such Seller has not entered into any employment contracts, severance agreements or similar agreements have been made available to Parentunderstandings, either written or oral, with any of its employees. The Acquired Companies are Seller is in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wages, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To There are no formal charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or to the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving Knowledge (without any employee (or past employeeinvestigation) of the Acquired Companies that Seller threatened against the Seller. None of the employees of the Seller are pending represented by a union or subject to a collective bargaining agreement, and no question concerning representation exists or, to the CompanySeller's knowledgeKnowledge (without any investigation), is threatened against or asserted respecting the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within Seller. To the meaning of applicable wage and hour laws. As Knowledge of the date of this AgreementSeller (without any investigation), to there are no grievances, complaints or charges that are pending under any dispute resolution procedure. No arbitration or similar proceeding is pending and no claim therefor has been asserted. The Seller is, and at all times has been, in compliance in all material respects with the Company's knowledge, no executive officer or Key Employee of any requirements of the Acquired Companies is Immigration Reform Control Act of 1986, as amended. To the Knowledge of Seller (without any investigation), there are no pending or threatened changes in violation in any material status with respect of any term of any employment to (including, without limitation, resignation of) the senior management or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any key supervisory personnel of the Acquired Companies because of Seller nor has the nature of the business conducted Seller received any notice or presently proposed information concerning any prospective change in status with respect to be conducted by the Acquired Companies such senior management or to the use of trade secrets or proprietary information of otherskey supervisory personnel. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses, or other direct compensation for any services performed for it to the Closing Date or any material amounts required to be reimbursed to such employees. Except as set forth on Schedule 2.25(a), and provided that Purchaser complies with Section 5.2(a), upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment with Seller of any of said employees, Seller will not by reason of the Acquired Companies. Other acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments (other than possible isolated individual controversies which have not hadsalaries, wages, bonuses, vacations, and could not reasonably be expected to have, individually or sick days accrued in the aggregateordinary course of business). Except as set forth on Schedule 2.25(a), a Material Adverse EffectSeller does not have any policy, there are no controversies pending orpractice, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityplan, or any similar activity or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employees. There is not now pending, and to severance compensation in connection with the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputetermination of employment. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct Seller is and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have has been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable federal, state and local Laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeSeller has obtained a completed Form I-9 from each of its employees and to Seller’s Knowledge, none of its Subsidiaries' employees intends are unauthorized to terminate his work in the United States. There are no charges of employment discrimination or her employment unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending normal operations existing, pending, or, to the Company's knowledgeSeller’s Knowledge, threatened against the Acquired Companiesor involving Seller. To Seller’s Knowledge, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list no question concerning representation exists respecting any group of employees of the Acquired Companies who Seller. There are no grievances, complaints, or charges that have been filed against Seller under any dispute resolution procedure (including, but not "exempt" employees within the meaning of applicable wage limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) and hour lawsno arbitration or similar Proceeding is pending and no claim therefor has been asserted. As of the date of this AgreementNo collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has not received written, and to the Company's knowledgeSeller’s Knowledge, no executive officer or Key Employee of other information to indicate that any of the Acquired Companies its employment policies or practices is in violation in currently being audited or investigated by any material respect of any term of any employment or services Contractfederal, patent disclosure agreement, noncompetition agreementstate, or local government agency. Seller has properly classified its employees as exempt or non-exempt under the Federal Fair Labor Standards Act and under any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersother similar employment Laws. (c) The Company has Provided that Purchaser complies with Section 5.2(a), the termination of all of Seller’s employees that shall occur at the Closing in connection with the transactions contemplated by this Agreement does not incurred require the delivery or obtainment of any material liability notices, consents or Obligation approvals under the Workers Adjustment and Retraining and Notification Act, Act or any similar lawsstate or local Law. (d) Seller has provided to Purchaser on the date hereof (and shall provide again one (1) business day prior to the Closing Date) a list of the accrued but unused personal leave, personal time off, sick or vacation leave held by the employees of Seller. Except as otherwise agreed in writing by Purchaser hereafter, as of the Closing, there shall be no accrued but unused personal leave, personal time off, sick or vacation leave held by the employees of Seller for which remains unpaid such employees shall not have been paid for by Seller. (e) While employed by Seller, no employee has been, and prior to being employed by Seller, to Seller’s Knowledge, no employee has been, the subject of any Proceeding involving the Securities and Exchange Commission or unsatisfiedany other Governmental Authority having jurisdiction over the business activities of any employee or Seller. To Seller’s Knowledge, no employee has been the subject of any order, judgment, or decree of any court of competent jurisdiction, permanently or temporarily enjoining any employee from, or otherwise limiting, the following activities: (i) acting as an investment adviser, underwriter, broker or dealer in securities, or engaging in or continuing any conduct or practice in connection with such activity, (ii) engaging in any type of business practice, or (iii) engaging in any activity in connection with the purchase or sale of any security. For purposes of this Section, the term “employee” shall include all officers and portfolio managers of Seller.

Employees; Labor Matters. (a) None Neither the Company nor any Subsidiary is delinquent in any material payments to any of its employees or independent contractors for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 3.23 hereto, neither the Company nor any Subsidiary has a policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company and each Subsidiary is in material compliance with all material applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, and wages and hours. Except as set forth on Schedule 3.23 hereto, no material charges of employment discrimination or unfair labor practices have been brought against the Company or any Subsidiary, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or, to the Knowledge of the Acquired Companies is a party to Company, threatened against or bound by involving, the Company or any union or collective bargaining ContractSubsidiary, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to havewould, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 3.23 hereto, neither the Company nor any Subsidiary has received written notice of any impending strikes, slowdowns, concerted interference with normal operations or union organization activities. Except as set forth on Schedule 3.23 hereto, there are no controversies pending ormaterial grievances, to the Company's knowledge, threatened between complaints or charges that have been filed against the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in Subsidiary under any unfair labor practice of dispute resolution procedure (including, but not limited to, any nature. Since January 1, 2001, there has proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been any slowdowndismissed. Except as set forth on Schedule 3.23 hereto, work stoppage, labor dispute no collective bargaining agreements are in effect or union organizing activity, are currently being or are about to be negotiated by the Company or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeesSubsidiary. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to Neither the Company Disclosure Letter sets forth all nor any Subsidiary has received written notice of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements pending or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force threatened changes with respect to former employees(including, without limitation, resignation of) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated senior management or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess key supervisory personnel of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such any Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of the Acquired Companies is a party to or bound by any union or collective bargaining Contractdate hereof, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or and its Subsidiaries employ 626 full-time employees and any of their respective 24 part-time employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth SCHEDULE 2.21 contains a true, correct true and complete list of all employment contractsemployees, severance agreements officers and directors of, and consultants to, the Company and its Subsidiaries as of the date hereof together with a current job title for and compensation (including base compensation, bonuses and stock options or similar agreements between restricted stock grants) (all of which compensation, when taken together with the bonuses set forth on SCHEDULE 2.13(A) hereto, shall be paid by the Company) payable to each such employee, officer, director and consultant. The Company and its Subsidiaries are not delinquent in payments to any of the Acquired Companies and their employees for any current wages, salaries, commissions, bonuses or former employee (other direct compensation for any services performed for them to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer date hereof or amounts required to be terminated reimbursed to such employees. Upon termination of the employment of any of said employees, none of the Company, any Subsidiary, or (iii) whose agreement provides that Buyer will by reason of the employee is entitled transactions contemplated under this Agreement or anything done prior to receive severancethe Closing be liable to any of said employees for so-called "severance pay," bonus, termination or any other similar payments payments, except as set forth in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to ParentSCHEDULE 2.21. The Acquired Companies Company and each of its Subsidiaries are in material compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation matterswages and hours, and withholding of taxes and reporting of income. To There are no grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries that, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the Company. None of the Company's knowledge, none nor any of its Subsidiaries' employees intends to terminate his employment policies or her employment practices is currently being audited or investigated by any federal, state or local government agency. Except as set forth on SCHEDULE 2.21, the Company and its Subsidiaries have no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the Company termination of employment. Except as set forth on SCHEDULE 2.21, there are no charges of employment discrimination or such Subsidiary. All Proceedings involving unfair labor practices, nor are there any employee (strikes, slowdowns, stoppages of work, or past employee) of the Acquired Companies that any other concerted interference with normal operations which are existing, pending or, to the knowledge of the Company's knowledge, GTC or the Stockholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to or involving the Company Disclosure Letteror any of its Subsidiaries. Section 3.14(b) to There is no pending arbitration or similar proceeding or claim involving the Company Disclosure Letter sets forth a true, correct and complete list or any of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour lawsits Subsidiaries. As of the date of this AgreementNo collective bargaining agreement is in effect or is currently being or, to the knowledge of the Company's knowledge, no executive officer GTC or Key Employee of the Stockholder, is about to be negotiated by the Company or any of its Subsidiaries. Neither the Acquired Companies Company nor any of its Subsidiaries has received any written notification indicating that any of its employment policies or practices is in violation in any material respect of any term of any employment currently being audited or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged investigated by any governmental authority. The Company and each of its Subsidiaries is, and has been, in compliance with the requirements of the Acquired Companies because Immigration Reform Control Act of 1986 at all times since the nature enactment of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of otherssuch Act. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Except as set forth on Schedule 4.20, neither the Company nor any Subsidiary is delinquent in any material payments to any of its employees for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 4.20 hereto, neither the Company nor any Subsidiary has a written Employee Benefit Plan requiring the payment of severance pay or compensation in connection with the termination of employment. Except as set forth on Schedule 4.20 hereto, there are no material Actions that have been filed against the Company or any Subsidiary under any dispute resolution procedure (a) None of the Acquired Companies is a party to or bound by including, but not limited to, any union or proceedings under any dispute resolution procedure under any collective bargaining Contractagreement) that have not been dismissed. Except as set forth on Schedule 4.20 hereto, nor is any such Contract no collective bargaining agreements or union contracts are in effect or are currently being negotiated by the Company or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not hadSubsidiary, and could not reasonably be expected no Company or Subsidiary is subject to haveany lock-out, individually or in the aggregatestrike, a Material Adverse Effectslowdown, there are no controversies pending work stoppage or, to the Knowledge of the Company's knowledge, threatened between threats thereof by any of its employees. No existing employee or consultant whose annual salary is in excess of $100,000 (exclusive of bonuses) has given notice to the Company or any Subsidiary to cancel or otherwise terminate such person’s relationship with the Company or any Subsidiary. Since the Reference Date, each of the Company and its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance complied in all material respects with all their obligations under applicable Laws Law to obtain completed Employment Eligibility Verification Form I-9 (“I-9 Form”) from each of its current and Contracts relating to employment, employment practices, wages, bonuses former employees and terms and conditions has completed the employer section(s) of employment, including the I-9 Form of each such current or former employee compensation mattersin accordance with applicable Law. To the Knowledge of the Company's knowledge, none each such current or former employee is, or at the time of its Subsidiaries' employees intends to terminate his or her employment with retention by the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of Subsidiary was, eligible to work in the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of United States under applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersLaw. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Companies and their Subsidiaries ------------------------ employ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoy good employer-employee relationships. The Companies and their Subsidiaries do not employ a total of 100 or more employees (aexcluding employees who work less than 20 hours per week or who have worked for a Company or any of its Subsidiaries less than six (6) None of the Acquired Companies last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. Neither Company nor any of its Subsidiaries is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Company, any Subsidiary nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing be liable to any of said employees for so-called "severance pay" or any other payments, threatened between except as set forth in Schedule 2.31. Neither Company nor any ------------- Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Each Company or and each of its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employmentemployment and wages and hours. There are no charges of employment discrimination or unfair labor practices, including employee compensation matters. To the Company's knowledgenor are there any strikes, none slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving either Company or any of its Subsidiaries' . No question concerning representation exists respecting any employees intends of either Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on the Companies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to terminate his be negotiated by either Company or her any of its Subsidiaries. Neither Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each Company and each of its Subsidiaries is, and at all times since its organization has been, in compliance with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) requirements of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list Immigration Reform Control Act of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of the Acquired Companies date of this Agreement, Seller employs a total of approximately one hundred seventy one (171) full-time employees and eight (8) part-time employees, Sibson Europe employs one (1) full-time employee and Sibson UK Limited employs approximately three (3) full-time employees and three (3) part-time employees. Except as set forth in Schedule 4.15, Seller has not received any written notice that any employee does not intend to accept employment with Buyer following the Closing. Neither Seller nor any Subsidiary of Seller is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of the Acquired Companies. Other than possible isolated individual controversies which have employees of Seller (assuming acceptance of Buyer's offer of substantially comparable employment to all of said employees), Buyer and Nextera will not had, and could not reasonably be expected to have, individually by reason of such termination or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing be liable to any of said employees for so-called "severance 30 pay" or any other similar payments. Neither Seller nor any Subsidiary of Seller has a policy, threatened between practice, plan or program of paying severance pay or any form of severance compensation in connection with the Company or termination of employment, except as set forth in Schedule 4.15. Each of Seller and its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledge, none There are no charges of its Subsidiaries' employees intends to terminate his employment discrimination or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are unfair labor practices pending or, to the Company's knowledgeknowledge of Seller, threatened against the Acquired Companiesand there exists no basis for any such claim, nor are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a truethere any strikes, correct and complete list slowdowns, stoppages of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreementwork, or any restrictive covenant to a former employer other concerted interference with normal operations which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies are existing, pending or to the use knowledge of trade secrets Seller threatened against or proprietary information involving Seller or any Subsidiary of othersSeller. No question concerning union representation exists respecting any employees of Seller or any Subsidiary of Seller. There are no pending grievances, complaints or charges that have been filed against Seller or any Subsidiary of Seller under any dispute resolution procedure (including, but not limited to, any arbitration or similar proceedings of which Seller has received written notice. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller or any Subsidiary of Seller. Neither Seller nor any Subsidiary of Seller has received any written notice indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each of Seller and its Subsidiaries doing business in the United States is, and at all times has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986. (cb) The Company has not incurred Neither General Partner nor Limited Partner employ any material liability individual other than their respective officers and directors. Neither General Partner nor Limited Partner have paid or Obligation under the Workers Adjustment and Retraining Notification Act, or currently pay compensation to any similar laws, which remains unpaid or unsatisfiedindividual.

Employees; Labor Matters. (a) None The Company employs a total of 56 full-time employees and 127 part-time employees and generally enjoys good employer-employee relationships. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired CompaniesCompany, nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments. Other than possible isolated individual controversies which have not hadThe Company has no policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and could wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or, to the knowledge of the Company or any Stockholder, threatened against or involving the Company. No question concerning representation exists respecting any employees of the Company. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not reasonably be expected to havelimited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and there are is no controversies arbitration or similar proceeding pending or, and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred received no information indicating that any material liability of its employment policies or Obligation under practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times since November 6, 1986 has been, in compliance with the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfiedrequirements of the Immigration Reform Control Act of 1986.

Employees; Labor Matters. (a) None To Seller’s Knowledge and except as set forth on Schedule 2.25(a), no executive, key employee, or group of employees has any plans to terminate employment with Seller. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses, or other direct compensation for any services performed for it to the date hereof or any material amounts required to be reimbursed to such employees. Except as set forth on Schedule 2.25(a), upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, Seller will not by reason of the Acquired Companies. Other acquisition transaction contemplated by this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments (other than possible isolated individual controversies which have not hadsalaries, wages, bonuses, vacations, and could not reasonably be expected to have, individually or sick days accrued in the aggregateordinary course of business). Except as set forth on Schedule 2.25(a), a Material Adverse EffectSeller does not have any policy, there are no controversies pending orpractice, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityplan, or any similar activity or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employees. There is not now pending, and to severance compensation in connection with the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputetermination of employment. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct Seller is and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have has been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable federal, state and local Laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeSeller has obtained a completed Form I-9 from each of its employees and to Seller’s Knowledge, none of its Subsidiaries' employees intends are unauthorized to terminate his work in the United States. There are no charges of employment discrimination or her employment unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending normal operations existing, pending, or, to the Company's knowledgeSeller’s Knowledge, threatened against the Acquired Companiesor involving Seller. There are no grievances, are set forth complaints, or charges that have been filed against Seller under any dispute resolution procedure and no arbitration or similar Proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in Section 3.14(b) effect or is currently being or is about to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a truebe negotiated by Seller, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, Seller has no executive officer or Key Employee Knowledge of any union organizing activity with respect to its employees. Seller has not received written, and to Seller’s Knowledge, other information to indicate that any of the Acquired Companies its employment policies or practices is in violation in currently being audited or investigated by any material respect of any term of any employment or services Contractfederal, patent disclosure agreement, noncompetition agreementstate, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of otherslocal government agency. (c) The Company has termination of all of Seller’s employees that shall occur at the Closing in connection with the transactions contemplated by this Agreement does not incurred require the delivery or obtainment of any material liability notices, consents or Obligation approvals under the Workers Adjustment and Retraining and Notification Act, Act or any similar lawsstate or local Law. (d) Set forth on Schedule 2.25(d) is a true, which remains unpaid accurate and complete list as of the Closing Date of the accrued but unused personal leave, personal time off, sick or unsatisfiedvacation leave held by the employees of the Seller. (e) As of the Closing Date, none of Seller’s employees, former employees and spouses, domestic partners, former spouses, former domestic partners and dependents of employees and former employees have continuation coverage under a group health plan maintained by Seller by virtue of part 6 of Title I of ERISA (“COBRA”) or are eligible to elect continuation coverage under such a group health plan by virtue of COBRA. (f) All independent contractors of Seller (and all other independent contractors who previously rendered services for Seller, at any time) have been, and currently are, properly classified and treated by Seller as independent contractors and not as employees. All such independent contractors have in the past been, and continue to be, properly and appropriately treated as non-employees for all federal, state, local and foreign Tax purposes. Seller has fully and accurately reported its independent contractors’ compensation on Internal Revenue Service Forms 1099 (or otherwise in accordance with applicable Law) when required to do so, and Seller does not have, nor has it ever had, any liability to provide benefits with respect to its independent contractors under any Employee Program or otherwise.

Employees; Labor Matters. Neither the Company nor any Subsidiary is ------------------------ delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it through the date hereof or amounts required to be reimbursed to such employees. To the knowledge of the Company, except as set forth on Schedule 2.26 ------------- attached hereto, there are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving the Company or any of its Subsidiaries. To the knowledge of the Company, except as set forth on Schedule 2.26, there are no ------------- formal grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries with any federal, state or local court or governmental agency (aincluding, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) and, to the knowledge of the Company, there is no arbitration or similar proceeding pending and no claim therefor has been asserted. None of the Acquired Companies Company's or any of its Subsidiaries' employees are represented by a collective bargaining agent and no collective bargaining agreement is a party in effect or is currently being or is about to be negotiated by the Company or bound any of its Subsidiaries in respect of its employees. The Company and its Subsidiaries are in compliance with all labor and employment related statutes, ordinances, orders, judgments, decrees, rules and regulations applicable to the Company and its Subsidiaries and promulgated by any union federal, state, municipal or collective bargaining Contractforeign entity, nor is any such Contract currently being negotiated by agency, court or on behalf other governmental authority (including all laws, regulations and orders relating to wages, hours, employment loss under the Worker Adjustment and Retraining Notification Act (the "WARN Act"), employment discrimination, workplace safety -------- and health, workers' compensation, the collection and payment of any of the Acquired Companies. Other than possible isolated individual controversies which have not hadwithholding and/or social security taxes and visas), and could except where failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Company employs a total of approximately seven full-time employees and two part-time employees and generally enjoys good employer-employee relationships. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or for amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of the Acquired Companies. Other than possible isolated individual controversies which have not hadsaid employees, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to none of the Company's knowledge, threatened between the Surviving Corporation, the Acquisition Corp or AB will, by reason of the transactions contemplated under this Agreement, be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in SCHEDULE 2.25. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said SCHEDULE. To the knowledge of the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1Principal Stockholder, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving the Company's knowledge. No question concerning representation exists with respect to any employees of the Company. There are no grievances, none of its Subsidiaries' employees intends to terminate his complaints or her employment with charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or such Subsidiarythe conduct of its business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. All Proceedings involving any employee (No collective bargaining agreement is in effect or past employee) of the Acquired Companies that are pending or, is currently being or is about to be negotiated by the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred received any material liability information indicating that any of its employment policies or Obligation under the Workers Adjustment and Retraining Notification Actpractices is currently being audited or investigated by any federal, state or any similar laws, which remains unpaid or unsatisfiedlocal government agency.

Employees; Labor Matters. (a) None Raex employs approximately 0 full-time employees and 0 part-time employees and generally enjoys commercially reasonable employer-employee relationships. RCI employs approximately 0 full-time employees and 0 part-time employees and generally enjoys commercially reasonable employer-employee relationships. Raex Corp employs approximately 20 full-time employees and 7 part-time employees and generally enjoys commercially reasonable employer-employee relationships. Each Seller shall provide to Buyer a list of the Acquired Companies employees of such Seller in connection with the Business at least ten (10) days prior to Closing, including the name, date of hire and wages of such employees. No Seller is a party delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither any Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. No Seller has any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Each Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wagesworkplace safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of each Seller and the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving any Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of any Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on any Seller or the Acquired Companies who are not "exempt" employees within the meaning conduct of applicable wage its business and hour laws. As of the date of this Agreementno arbitration or similar proceeding is pending and, to the Company's knowledgeknowledge of each Seller, no executive officer claim therefor has been asserted. No collective bargaining agreement is in effect or Key Employee of is currently being or is about to be negotiated by any Seller. No Seller has received any information to indicate that any of the Acquired Companies its employment policies or practices is in violation in any material respect of any term of any employment currently being audited or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged investigated by any federal, state or local government agency. Each Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Acquired Companies because Immigration Reform Control Act of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Seller's Dental Business (ai) None employs approximately 174 full-time non-dentist employees (54 in California) and 27 part-time non-dentist employees, (ii) employs approximately 52 (20 in California) dentists (all dentists are employed pursuant to a written agreement between Seller and the dentist) and (iii) generally enjoys a good employer-employee relationship. Seller is not delinquent in payments to any of its employees or dentists for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees or dentists, no severance or other payments (including without limitation payments required by the Acquired Companies. Other than possible isolated individual controversies which have not hadWorkers' Adjustment, Retraining, and could not reasonably be expected to have, individually or in Notification Act) will become due except under the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries Andexxxx Xxxeement and any of their respective employees. None as set forth on Section 4.21 of the Acquired Companies is engaged Disclosure Schedule. Except as set forth in Section 4.21 of the Disclosure Schedule, neither Seller nor the Seller's Dental Business has any unfair labor practice policy, practice, plan or program of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, paying severance pay or any similar activity form of severance compensation in connection with the termination of employment or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeesservices. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wages, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are Except as set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees 4.21 of the Acquired Companies who Disclosure Schedule, there are not "exempt" employees no, and within the meaning last three years there have not been any, written or otherwise alleged charges of applicable wage employment discrimination or unfair labor practices, nor are there, and hour laws. As within the last three years there have not been, any strikes, slowdowns, stoppages of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreementwork, or any restrictive covenant to a former employer which would reasonably be expected to impede other concerted interference with normal operations existing, pending or threatened against or involving the right Seller's Dental Business. No question concerning representation exists respecting the employees of Seller. To the best knowledge of Seller, there are no grievances, complaints or charges that have been filed under any such executive officer dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or Key Employee the Seller's Dental Business. No arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be employed or engaged negotiated by any Seller. Seller is, and at all times since November 6, 1986 has been, in compliance in all material respects with the requirements of the Acquired Companies because Immigration Reform Control Act of 1986. Except as set forth in Section 4.21 of the nature Disclosure Schedule, there are no changes pending or, of which Seller has knowledge, threatened with respect to (including, without limitation, resignation of) the senior management, key supervisory personnel or dentists of the business conducted Seller's Dental Business, nor has Seller received any notice or presently proposed information concerning any prospective change with respect to be conducted by the Acquired Companies such senior management or to the use of trade secrets or proprietary information of otherskey supervisory personnel. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company Seller has supplied Purchaser or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth Representatives with a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any Business Employees as of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) date hereof, including each Business Employee’s (i) whose base salary is more than $125,000 per year; employee identification number, (ii) whose agreement requires more than two weeks notice by the employer to be terminated job title or function and (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee job location. (or past employeeb) Section 3.13(b) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Seller Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth Schedule contains a true, correct and complete list of all labor, collective bargaining, union, recognition and similar labor Contracts covering any Business Employee or Business Staff (“CBAs”) affecting material terms and conditions of employment (other than national or industry-wide agreements or works councils). (c) There is not pending or, to the Knowledge of Seller, threatened, and since January 1, 2016, there has not been any organized effort or demand for recognition or certification or attempt to organize the Business Employees by any labor organization. Since January 1, 2016, Seller has not experienced any work stoppage, slow-down, strike, lock-out, or other material labor disturbance related to the Business, nor is any such strike, slow-down, work stoppage, other material labor disturbance or other material concerted action by any union or other group of employees or other persons against Seller presently occurring or, to the Knowledge of Seller, threatened. (d) Except as has not been or would not reasonably be expected to be material to the Business, taken as a whole, since January 1, 2016, Seller and its Affiliates have complied with all applicable Labor Laws. To the Knowledge of Seller, a properly completed Form I-9 is on file with respect to each Business Employee working in the United States. Seller or any of its Affiliates is neither the subject of, nor, to the Knowledge of Seller, is there threatened, any Action reasonably likely to give rise to a material Liability asserting that Seller or any of its Affiliates has committed an unfair labor practice, unlawful or improper redundancy or reorganization process or termination, act of discrimination, or other similar complaints with respect to any Business Employee. (e) Except as has not been or would not reasonably be expected to be material to the Business, taken as a whole, since January 1, 2016, Seller and its Affiliates have complied with all applicable Laws relating to the implementation of the Acquired Companies who are not "exempt" employees “mass lay-off” or “plant closing” plans, or any collective agreement related to a Job Protection Plan (Plan de Sauvegarde de l’Emploi) or equivalent under local Law, in respect of Business Employees. There has been no “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act in the United States or any similar Law in any other jurisdiction (“WARN Act”)) with respect to any Business Employees within the meaning of applicable wage and hour laws. past ninety (90) days. (f) As of the date of this Agreement, to the Company's knowledgeKnowledge of Seller, no executive officer senior management Business Employee has given written notice to Seller or Key Employee one of its Affiliates that any such employee intends to terminate his or her employment with Seller or one of its Affiliates. (g) With respect to any Person performing services on behalf of the Acquired Companies is in violation in any material respect of any term of any employment Business on or services Contractwithin three (3) years prior to the Closing, patent disclosure agreement, noncompetition agreement, except as has not been or any restrictive covenant to a former employer which would not reasonably be expected to impede be, individually or in the right of any aggregate, material to the Business, taken as a whole, Seller and its Affiliates have properly classified such executive officer Person as an independent contractor rather than as an employee or Key Employee to be employed or engaged by any as an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Acquired Companies because Fair Labor Standards Act of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1938, as amended). (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 5.13 to the Disclosure Memorandum lists all employees of Seller engaged in the Business as of the Acquired Companies is a party to date hereof (the "Business Employees"), and sets forth their title and starting date with Seller. To Seller's Knowledge, no officer or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf key employee of any Seller engaged in the Business as of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected date hereof intends to have, individually terminate his or in her involvement with the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeBusiness. (b) Section 3.14(b) There are no disputes, material employee grievances or material disciplinary actions pending or, to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a trueSeller's Knowledge, correct threatened between Seller and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employerBusiness Employees. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance Seller has complied in all material respects with all provisions of applicable Laws and Contracts relating to the employment of the Business Employees (including all applicable federal, state, local and foreign Laws regarding employment, employment practices, wages, bonuses hours, equal opportunity, collective bargaining, payment of Social Security and terms other taxes and conditions occupational safety and health standards) and has no material liability for any arrears of employmentwages or Taxes or penalties for failure to comply with any such Laws and has not received any complaints from any Governmental Body alleging violations thereof. Seller has not experienced, including employee compensation mattersnor does Seller know of any basis for, any strike, labor troubles or strife, work stoppages, slowdowns, or other similar interference with or impairment of the Business. To the Company's knowledgeSeller has not experienced, none nor does it know of any union or collective bargaining organization efforts or negotiations, or requests for negotiations, for any representation or any labor contract relating to any of its Subsidiaries' employees intends to terminate his or her employment with engaged in the Company or such SubsidiaryBusiness. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others.ASSET PURCHASE AGREEMENT (c) The Company has not incurred Except as specifically set forth in Schedule 5.13 to the Disclosure Memorandum, the employment of all Business Employees is terminable at will without any material liability penalty or Obligation under severance obligation of any kind on the Workers Adjustment and Retraining Notification Act, part of Seller or any similar lawssuccessor thereto. All sums due for employee compensation and benefits and all vacation time owing to any Business Employee have been duly and adequately accrued on the accounting records of Seller. All Business Employees are either United States citizens or resident aliens specifically authorized to engage in employment in the United States in accordance with all applicable Laws. (d) Except as specifically set forth in Schedule 5.13 to the Disclosure Memorandum, which remains unpaid with respect to the Business Seller is not a party to any: (i) management, employment or unsatisfiedother Contract providing for the employment or rendition of executive services; (ii) Employee Benefit Plan; or (iii) collective bargaining agreement or other agreement with any labor union or other employee organization. All such Contracts and other agreements and arrangements set forth in Schedule 5.13 to the Disclosure Memorandum are valid, in full force and effect, Seller has performed all material obligations imposed on it thereunder, and there are, under any of such Contracts, agreements or arrangements, no defaults or events of default by Seller or, to its Knowledge, any other party thereto.

Employees; Labor Matters. (a) None Seller employs approximately 78 full-time employees and 15 part-time employees and reasonably believes it generally enjoys good employer-employee relationships. Set forth on Schedule 2.12 hereto is a list of all such employees, including the name, date ------------- of hire and wages of such employees. To the knowledge of Seller and the Principals, Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither Seller nor Buyer will, by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing, threatened between the Company or its Subsidiaries and be liable to any of their respective employeessaid employees for any bonus or compensation payments, except as set forth in Schedule 2.10 and except for accrued sick, vacation and holiday pay, if any. None ------------- Seller does not have any policy, practice, plan or program of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, paying severance pay or any similar activity or disputeform of severance compensation in connection with the termination of employment, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeesexcept as set forth in such Schedule 2.10. There Except as set forth on ------------- Schedule 2.10, Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all ------------- applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of April 30, 1998, the Company and its ------------------------ Subsidiaries employ a total of approximately 1,165 full-time employees and 398 part-time employees. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired CompaniesCompany, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing by the Company be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.29. Other than possible isolated individual controversies which have not hadNeither the Company nor ------------- any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Except as set forth in Schedule 2.29, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force except with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that Audits, the employee is entitled to receive severance, termination or other similar payments in excess Company and each of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies ------------- its Subsidiaries are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation matterswages and hours, and withholding of taxes and reporting of income. To the Company's knowledgeExcept as set forth in Schedule 2.29, none there are no charges of its Subsidiaries' employees intends to terminate his employment discrimination or her employment unfair labor ------------- practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that normal operations which are existing, pending or, to the Company's knowledgeknowledge of the Company and the Stockholders, threatened against or involving the Acquired Companies, are Company or any of its Subsidiaries. Except as set forth in Section 3.14(bSchedule 2.29, there are no grievances, complaints or charges that have been ------------- filed against the Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that could reasonably be expected to have a Material Adverse Effect on the Company or Subsidiaries taken as a whole, and there is no pending arbitration or similar proceeding or claim. No collective bargaining agreement is in effect or is currently being or, to the Company Disclosure Letter. Section 3.14(b) to knowledge of the Company Disclosure Letter sets forth and the Stockholders, is about to be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company and each of its Subsidiaries is, and has been, in compliance with the requirements of the Immigration Reform Control Act of 1986 at all times since the enactment of said Act. No one has demanded recognition as or otherwise made a true, correct and complete list claim to be the exclusive representative for purposes of collective bargaining of all or any group of employees of the Acquired Companies who are not "exempt" employees within Company or any of its Subsidiaries. To the meaning of applicable wage and hour laws. As knowledge of the date Company and the Stockholders, there are no attempts to organize for purposes of this Agreement, to the Company's knowledge, no executive officer or Key Employee of collective bargaining any of the Acquired Companies is in violation in any material respect employees of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, the Company or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersits Subsidiaries. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None of the Acquired Companies Meta4 is not a party to any labor agreement with respect to its Employees with any labor organization, group or bound association and has not experienced any attempt by organized labor or its representatives to make Meta4 conform to demands of organized labor relating to its Employees or to enter into a binding agreement with organized labor that would cover the Employees of Meta4. There is no unfair labor practice charge or complaint against Meta4 pending before the National Labor Relations Board or any union other governmental agency arising out of Meta4's activities, and none of Meta4 or collective bargaining Contract, Shareholders has any knowledge of any facts or information which would give rise thereto; there is no labor strike or labor disturbance pending or threatened against Meta4 nor is any such Contract grievance currently being negotiated by asserted against it; and Meta4 has not experienced a work stoppage or on behalf of any of the Acquired Companiesother labor difficulty. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there There are no material controversies pending or, to the Company's knowledgeknowledge of Meta4 or Shareholders, threatened between the Company or its Subsidiaries Meta4 and any of their respective employees. None its Employees, and none of the Acquired Companies Meta4 or Shareholders is engaged aware of any facts which could reasonably result in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputecontroversy. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still Meta4 is in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in material compliance in all material respects with all applicable Laws and Contracts relating to employment, Regulations respecting employment practices, wages, bonuses and terms and conditions of employment, including employee wages and hours, equal employment opportunity, and the payment of social security, unemployment, worker's compensation mattersand similar taxes, and is not engaged in any unfair labor practice. To the Company's knowledge, none of its Subsidiaries' employees intends Meta4 is not liable for any claims for past due wages or any penalties for failure to terminate his or her employment comply with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersforegoing. (c) The Company Meta4 has not incurred entered into any material liability severance or Obligation under similar arrangement in respect of any present or former Employee that will result in any obligation (absolute or contingent) of xxxx.xxx or Meta4 to make any payment to any present or former Employee following termination of employment or upon consummation of the Workers Adjustment transactions contemplated by this Agreement. Neither the execution and Retraining Notification Act, delivery of this Agreement or any similar laws, which remains unpaid Ancillary Agreement nor the consummation of the transactions contemplated hereby or unsatisfiedthereby will result in the acceleration or vesting of any other rights of any Person to benefits under any Employee Plans (as defined below). (d) Schedule 3.18 set forth a list of the names of all present Employees ------------- and their current salary or hourly wages and other compensation payable by Meta4.

Employees; Labor Matters. (a) None A complete list of employees of the Acquired Companies is a party available to the Purchasers, upon reasonable request, together with their current position. The Companies are not delinquent in payments to any of their employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, the Acquired Companies. Other than possible isolated individual controversies which have not hadCompanies will not, and could not reasonably be expected to have, individually by reason of the transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing, threatened between the Company or its Subsidiaries and be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentpayments. The Acquired Companies have no policy, practice, plan or program of paying any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreementwork, or any restrictive covenant to a former employer other concerted interference with normal operations which would reasonably be expected to impede are existing, pending or threatened against or involving the right of any such executive officer Companies. There are no grievances, complaints or Key Employee charges that have been filed against the Companies, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be employed negotiated by the Companies. The Companies have received no information indicating that any of their employment policies or engaged practices is currently being audited or investigated by any of domestic or foreign government agency. No circumstances have arisen under which the Acquired Companies because of the nature of the business conducted or presently proposed are likely to be conducted by the Acquired Companies required to pay damages for wrongful dismissal, to make any statutory redundancy payment or make or pay any compensation in respect of unfair dismissal, or make any other payment under any employment protection or other employment statutes, treaties, regulations, by-laws, codes or orders, or to the use of trade secrets reinstate or proprietary information of othersre-engage any former employee. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 4.10(a) contains an accurate list of the Acquired Companies names, titles, dates of hire or dates of service, rates of compensation and remuneration of any kind, and any unused accrued vacation, in each case, as of the date of this Agreement of all employees, officers, directors and independent contractors (other than professional service advisors) of, and consultants to, LED or any of its Subsidiaries and/or their respective businesses (all such individuals, the “LED Service Providers”). To LED’s Knowledge, no executive, key employee, key independent contractor or significant group of employees has any plans to terminate his or her employment or engagement with LED or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise. Except as set forth on Schedule 4.10(a), the services provided by the LED Service Providers are terminable at will by LED or its Subsidiaries at no cost or expense to LED or any of its Subsidiaries, and neither LED nor its subsidiaries are party to an employment contract with such LED Service Providers. Since the Most Recent LED Balance Sheet Date, there has not been any increase in compensation payable to or to become payable to any LED Service Provider, except regular increases granted in the ordinary course of business.‌ (b) Neither LED nor any of its Subsidiaries is a party to or bound by any union or collective bargaining Contractagreement or similar agreement with any labor organization or employee association covering the terms and conditions of any employee or employee group of LED or its Subsidiaries. There has not been, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledgeKnowledge of LED, threatened any labor dispute between LED or any of its Subsidiaries, on the Company or its Subsidiaries one hand, and any of their respective employees. None of labor organization, on the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityother hand, or any similar activity or strike, slowdown, jurisdictional dispute, affecting work stoppage or other similar organized labor activity involving any employee of the Acquired Companies EXECUTION VERSION LED or any of their employeesits Subsidiaries or affecting LED or any of its Subsidiaries. There has not been, nor to the Knowledge of LED, is not now there threatened or pending, and any labor union organizational activity involving, any employee of LED or any of its Subsidiaries. There exists no pending or, to the Company's knowledgeKnowledge of LED, no Person has threatened to commencethreatened, any such slowdown, work stoppage, labor dispute or union organizing activity Action between LED or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies its Subsidiaries and any current or former director, officer or employee of LED or any of its Subsidiaries, including any claim for discrimination, harassment, retaliation, wrongful employment or labor practices, breach of express or implied contract of employment or for violation of equal employment opportunity or wage and hour Laws. All former and current employees of LED or any of its Subsidiaries have provided the necessary information and documentation from which to file current, effective Employment Eligibility Verifications (INS Form I-9's) for each such employee and neither LED nor any of its Subsidiaries has any information or other reason to believe that any of such supplied information or documentation is in any manner false, fraudulent or in any other manner not genuine. LED and its Subsidiaries have in all other respects complied with its obligations under the Immigration Reform and Control Act of 1986, as amended, and with all other applicable Laws pertaining to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated employment or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies employment of such employment contractsemployees, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in including all material respects with all applicable such Laws and Contracts relating to employmentlabor relations, equal employment opportunity, fair employment practices, wageswages and hours, bonuses occupational safety and terms other workplace regulations and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersactivities. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None 1 of the Acquired Companies Disclosure ------------------------ Letter sets forth the total number of full-time employees and part-time employees for each MSC/SFI Entity as of May 31, 2001. No MSC/SFI Entity is a party delinquent in payment to any of their employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for them to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, no MSC/SFI Entity will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not hadtransactions contemplated under this Agreement, and could not reasonably be expected to have, individually the Contribution Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing, threatened between the Company or its Subsidiaries and be liable to any of their respective employeessaid employees for so-called "severance pay" or any other payments. None Except as listed in Section 3.5.1 of the Acquired Companies is engaged in Disclosure Letter, the MSC/SFI Entities do not have any unfair labor practice formal policy, practice, plan or program of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, paying severance pay or any similar activity or dispute, affecting any form of severance compensation in connection with the Acquired Companies EXECUTION VERSION or any termination of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentemployment. The Acquired Companies MSC/SFI Entities are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving any MSC/SFI Entity. There are no grievances, complaints or charges that have been filed against an MSC/SFI Entity under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on an MSC/SFI Entity or the Company's knowledgeconduct of their business, none and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by an MSC/SFI Entity. None of the MSC/SFI Entities has received any information indicating that any of its Subsidiaries' employees intends to terminate his employment policies or her employment with the Company practices is currently being audited or such Subsidiaryinvestigated by any foreign, federal, state or local government agency. All Proceedings involving any employee (or past employee) As of the Acquired Companies that are pending orClosing Date, to there were no existing claims (whether asserted or unasserted) against an MSC/SFI Entity for, and the CompanyMSC/SFI Entities have no liabilities in connection with, any worker's knowledgecompensation claims and/or COBRA claims or benefits, threatened against the Acquired Companies, are except as set forth in Section 3.14(b) to 3.5.1 of the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately 7 full-time employees and 4 part-time employees (aadditionally Primeline employees 6 employees) None and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth on Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth on said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principal Shareholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller employs approximately 23 full-time employees and 1 part-time employee and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and Digicom, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since August 31, 1998 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 4.15 annexed hereto sets forth the name and position of each employee of Seller employed in the Acquired Companies Business and the total compensation received by each such employee during the most recently completed calendar year (and further specifies which employees are parties to employment agreements with Seller), the current annual rate of compensation payable by Seller to each such employee, and current fringe benefits, bonus or other form of extra compensation paid or payable by Seller to or for the benefit of each such person. Neither Seller nor Shareholder is aware that any employee intends to terminate his/her employment with Seller. Neither Seller or Shareholder, nor, to the best knowledge of Seller and Shareholder, any employee of Seller, is a party to or bound by any union contract, or collective bargaining Contractsubject to any restrictions (including, nor is without limitation, any non-competition restriction) that would restrict the right of such person to be employed by or to participate in the affairs of Buyer or the Business. (b) Schedule 4.15 annexed hereto describes the established and announced policies of Seller with respect to vacations (and the accrual thereof), sick pay, severance or retirement pay, if any, and all insurance coverages, provided or made available to employees. Seller has provided Buyer with all employee manuals currently or previously in effect. Seller does not have any independent contractors, consultants or other non-employees rendering services to it other than pursuant to the listing of such non-employees or the agreements specified on Schedule 4.15 and no proceeding has been brought or claim made or threatened to reclassify any such Contract currently being negotiated by independent contractor, consultant or non-employee as an employee. Seller has no obligations to any former employees except as set forth on behalf of Schedule 4.15. (i) Seller is not and has not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against Seller is pending or has ever been filed against Seller before any governmental or regulatory authority; (iii) since inception of the Acquired Companies. Other than possible isolated individual controversies which have Business, Seller has not hadexperienced any work stoppage due to labor disagreements, any material labor dispute, or, to the best knowledge of Seller and Shareholder, any union organization attempt in connection with the Business, and could not reasonably be expected to havethere is no organized labor strike, individually dispute, slowdown or in the aggregate, a Material Adverse Effect, there are no controversies stoppage actually pending or, to the Company's knowledgebest knowledge of Seller and Shareholder threatened against or involving Seller; (iv) there are no labor unions representing or, threatened between to the Company best knowledge of Seller and Shareholder attempting to represent the employees of Seller; (v) no claim or grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the best knowledge of Seller and Shareholder, no such claim or grievance has been threatened; (vi) no collective bargaining agreement is currently being negotiated by Seller; and (vii) except as set forth on Schedule 4.15, Seller has taken all reasonable steps to comply with all applicable laws regarding Seller’s treatment and relationships with its Subsidiaries independent contractors and any of their respective subcontractors to ensure that such independent contractors and subcontractors will not be deemed or construed by the Internal Revenue Service to be employees. None of the Acquired Companies is engaged in No employee has made any unfair labor practice of any nature. Since January 1complaints with respect to employment with Seller based on hostile work environment, 2001sexual harassment, there has not been any slowdownunsafe or unhealthy work environment, work stoppage, labor dispute or union organizing activity, discrimination or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeescomplaints. There is not now pendingno legal action, and to the Company's knowledgesuit, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute proceeding or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are claim pending or, to the Company's knowledgebest knowledge of Seller and Shareholder, threatened against the Acquired Companiesbetween Seller and, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a trueor with any governmental or regulatory authority with respect to, correct and complete list any of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreementhis employees, to the Company's knowledgeformer employees, no executive officer agents, former agents, job applicants or Key Employee any association or group of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersemployees. (cd) The Company Seller has not incurred any material liability or Obligation under taken all reasonable steps to comply with applicable provisions of Title VII of the Workers Adjustment and Retraining Notification Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, or any similar laws29 U.S.C. § 623(a)(1), which remains unpaid or unsatisfiedthe Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq. and other applicable Federal, state and local employment-related laws with respect to Seller’s employees and Seller has verified the employment eligibility of all employees and completed a Form I-9 (Employment Eligibility Verification Form) in accordance with the provisions of 8 C.F.R. § 274a.2 and otherwise is in compliance with the Immigration Reform and Control Act of 1986, 8 U.S.C. § 1324a, as amended.

Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) Schedule 4.12 sets forth a true, correct true and complete list of all employment contracts, severance agreements or similar agreements between any each executive and manager of the Acquired Companies Company and any current or former employee (to its Subsidiaries with the extent still in force with respect to former employees) (i) whose job title, location of service, date of commencement of service, 2007 base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severancecompensation and target bonus, termination or other similar payments in excess of two weeks of and anticipated 2008 base salary upon termination by the employer. True, correct compensation and complete copies of target bonus for each such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws executive and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation mattersmanager. To the Company's knowledge’s Knowledge, none of its Subsidiaries' employees intends no such executive or manager has any present intention to terminate his or her employment with the Company or such Subsidiaryits Subsidiaries, as applicable. All Proceedings involving Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee (or past employee) of the Acquired Companies that are pending Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company's knowledge’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened against the Acquired Companiesor, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) Company’s Knowledge, anticipated with respect to any employee of the Company Disclosure Letter sets forth a true, correct and complete list or any of employees its Subsidiaries. Neither the Company nor any of the Acquired Companies who are not "exempt" employees its Subsidiaries has engaged in any unfair labor practices within the meaning of applicable wage the National Labor Relations Act. The Company and hour lawsits Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Nxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. As or the regulations promulgated thereunder (the “WARN Act”). There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the date Company or any of this Agreementits Subsidiaries at any time during the past four years and, to the Company's knowledge’s Knowledge, no executive officer facts exist that could reasonably be expected to give rise to such claims or Key Employee actions. The Company and its Subsidiaries are not required to have, and do not have, any affirmative action plans or programs. To the Company’s Knowledge, no employees of the Company or any of the Acquired Companies is in violation its Subsidiaries are in any material respect in violation of any term of any employment or services Contractcontract, patent non-disclosure agreement, noncompetition non-competition agreement, or any restrictive covenant to a former employer which would reasonably be expected relating to impede the right of any such executive officer or Key Employee employee to be employed by the Company or engaged by any of the Acquired Companies its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 3.14(a)(i) contains a complete and accurate list of each Business Employee, together with true and complete information concerning the name, job title, work location, dates of employment (start date and service reference date), annual salaries or hourly wages, part-time, full-time, temporary or other status, exempt or non-exempt status, union or nonunion status, whether or not any such Business Employee is an Inactive Business Employee, including the basis of inactive status and expected date of return, commissions, target bonus or other incentive compensation (including equity-based awards) and bonuses paid or payable during fiscal year 2017 and fiscal year 2018 of each such Business Employees. Except as set forth on Schedule 3.14(a)(ii), neither the Company nor any of its Subsidiaries is a party to any management, employment, termination or other agreements with any Business Employee or Former Employee guaranteeing employment for a period of time or for termination or severance benefits. (b) There are no material Legal Proceedings, claims (other than ordinary claims under Plans), disputes, actions, grievances or disciplinary actions pending or, to the Knowledge of Seller, threatened, by any Business Employees or Former Employees or other current or former service provider of the Acquired Companies Business. (c) Except as set forth on Schedule 3.14(c), no member of the Seller Group is a party to or bound by any union Collective Bargaining Agreement with respect to any Business Employee or Former Employee. Seller has provided or caused to be provided to Buyer copies of each such Collective Bargaining Agreement. (i) There are no pending or threatened, and since December 31, 2016 there have been no, strikes, slowdowns, work stoppages, lockouts, unfair labor practice charges, or other material collective bargaining Contractlabor disputes affecting the Business, nor (ii) there is no complaint against a member of the Seller Group pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board or any such Contract currently being negotiated other applicable labor relations Governmental Authority by or on behalf of any Business Employee or Former Employee and (iii) no organizational effort is presently being made or threatened by or on behalf of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, any labor union with respect to the Company's knowledge, threatened between the Company Business Employees or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeFormer Employees. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employeese) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severanceThe Seller and its Affiliates are and since December 31, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements 2016 have been made available to Parent. The Acquired Companies are in compliance with respect to the Business in all material respects with all applicable Laws and Contracts relating to employmentrespecting labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, bonuses hours, overtime, compensation, child labor, hiring, promotion and terms termination of employees, working conditions, meal and conditions break periods, privacy, health and safety, workers’ compensation, leaves of employmentabsence, paid sick leave and unemployment insurance, (ii) with respect to the Business, Seller and its Affiliates are in material compliance with all applicable Laws concerning the proper treatment of independent contractors, (iii) all Business Employees and Former Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, (iv) with respect to the Business, Seller and its Affiliates are in material compliance with and, since December 31, 2016, has materially complied with all immigration laws, including employee compensation matters. To Form I-9 requirements and any applicable mandatory E-Verify obligations and (v) since December 31, 2016, Seller and its Affiliates have not received any written or oral communication of the Company's knowledgeintent of any Governmental Authority responsible for the enforcement of such Laws to conduct an investigation of, none of its Subsidiaries' employees intends to terminate his or her employment with affecting, the Company or the Business and no such Subsidiary. All Proceedings involving any employee investigation is in progress. (f) Since December 31, 2016, Seller and its Affiliates have not failed to provide advance notice of layoffs or past employee) of terminations as required by the Acquired Companies that are pending orWARN Act and all similar Laws, to the Company's knowledgeextent applicable, threatened against and there has been no “mass layoff” or “plant closing” (as defined by the Acquired Companies, are set forth in Section 3.14(bWARN Act and all similar Laws) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, with respect to the Company's knowledge, no executive officer its Subsidiaries or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersBusiness. (cg) The Company has not incurred any material liability To the Knowledge of Seller, since December 31, 2016, no formal allegations or Obligation under the Workers Adjustment and Retraining Notification Act, reports of sexual harassment have been made to Seller or any similar laws, which remains unpaid or unsatisfiedof its Affiliates against a Participant.

Employees; Labor Matters. Seller employs approximately eleven (a11) None full-time employees and no part-time employees. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at or prior to the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the CompanyClosing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth on said Schedule. To the best of Seller's and the Principal Shareholder's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies Seller is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principal Shareholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately twenty-one (a21) None ------------------------ full-time employees and four (4) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at least ten (10) days prior to Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10. Seller does ------------- not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately fourteen (a14) None full-time employees and zero (0) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at least ten (10) days prior to Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so- called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the Acquired Companies who are not "exempt" employees within conduct of its business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Seller employs a total of approximately ------------------------ 12 full-time employees and 0 part-time employees and generally enjoy good employer-employee relationships. The Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually Seller nor Buyer will by reason of the acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth on Schedule 2.29. The Seller does not have any ------------- policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their severance compensation in connection with the termination of employment of its employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets except as set forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentsaid Schedule. The Acquired Companies are Seller is in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of the Seller, threatened against or involving the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure LetterSeller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of the Acquired Companies who Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the meaning Seller or the conduct of applicable wage its business and hour lawsno arbitration or similar proceeding is pending and no claim therefor has been asserted. As No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. To the knowledge of the date of this AgreementSeller, to the Company's knowledgeSeller is, no executive officer or Key Employee of any and at all times since November 6, 1986, has been, in compliance with the requirements of the Acquired Companies is in violation in any material respect Immigration Reform Control Act of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining ContractThe Company does not have, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not and has never had, and could any employees. Except for obligations under the O&M Agreement, the Company does not reasonably be expected have any liabilities relating to haveemployees, individually employee benefits or in any other employment related matters. (b) With respect to the aggregate, a Material Adverse Effect, employees engaged by LPS to operate the Facility pursuant to the O&M Agreement: (i) there are is no controversies unfair labor practice charge or complaint against the Company or LPS pending or, to the Company's knowledgeKnowledge of Seller, threatened between against the Company or its Subsidiaries and any of their respective employees. None of LPS before the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, National Labor Relations Board or any similar activity other comparable federal, state or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.municipal authority; (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by there is no litigation, arbitration proceeding, governmental investigation, administrative charge, or action of any kind pending or, to the employer to be terminated Knowledge of Seller, proposed or (iii) whose agreement provides that threatened against the employee is entitled to receive severance, termination Company or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts LPS relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including wages and hours, or the safety and health of employees; (iii) LPS has complete form I-9 paperwork for all individuals providing services at the Facility and has complied with applicable immigration Laws with respect to such individuals; and (iv) No individual who provides services to the Company and the Facility through LPS is a common law employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersFacility. (c) The Neither the Company nor LPS has any collective bargaining relationship or existing duty to bargain with any labor organization, and neither the Company nor LPS has recognized any labor organization as the collective bargaining representative of any of the personnel that operate the Facility. (d) With respect to each employee benefit plan covered by Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), Section 302(f) of ERISA or Title IV of ERISA which is sponsored, maintained or contributed to by any Person, trade, business or organization (whether or not incorporated) that is treated with the Company as a single employer under Section 414(b), (c), (m) or (o) of the Code (each plan, a "Plan", and the group of organizations, a "Controlled Group"): (i) no Plan is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employer plan" as defined in Section 413(c) of the Code; (ii) no "reportable event" as defined at Section 4043 of ERISA has occurred with respect to any Plan; (iii) no Plan has unfunded benefit liabilities (as defined in Section 4001 of ERISA) and each Plan could be terminated in a "standard termination" under Section 4041(b) of ERISA on or before the Closing Date without any additional contribution from any contributing employer (but disregarding any other prerequisites for terminating such Plan); (iv) there is no accumulated funding deficiency (whether or not waived) under such Plan; and (v) all contributions and premium payments have been made and there are no contributions or premium payments that are past due and owing. Within the six-year period immediately preceding the Closing Date, none of the Company or any member of the Controlled Group has terminated, spun-off, merged or transferred assets or liabilities from any Plan or has incurred any withdrawal liability from any Plan. (e) At no time has the Company or a member of the Controlled Group maintained any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is not or has not incurred been administered and operated in compliance with the applicable requirements of ERISA, the Code and other applicable local, state and federal law. Such requirements include, but are not limited to, the tax qualification requirements of Code section 401(a) and the fiduciary duty, prohibited transaction, reporting, disclosure, and notice requirements of ERISA. (f) At no time has the Company or a member of the Controlled Group maintained or had any material liability obligation under any Employee Benefit Plan which is a "group health plan" (as such term is defined in Section 5000 of the Code) that is not or Obligation under has not been administered and operated in compliance with the Workers Adjustment applicable requirements of ERISA, the Code, the Health Insurance Portability and Retraining Notification ActAccountability Act ("HIPAA") and other applicable local, or any similar lawsstate and federal law. Such requirements include, which remains unpaid or unsatisfiedbut are not limited to, the following: (i) The continuation coverage requirements of the Consolidated Omnibus Reconciliation Act ("COBRA"); (ii) The COBRA notice requirements; (iii) The fiduciary duty, prohibited transaction, reporting, disclosure, and notice requirements of ERISA; (iv) The health factor nondiscrimination requirements of HIPAA; (v) The special enrollment requirements of HIPAA; (vi) The preexisting condition exclusion limitations of HIPAA; (vii) The health information privacy standards of HIPAA; (viii) The mothers and newborns coverage requirements of ERISA; (ix) The mental health parity requirements of ERISA; (x) The reconstruction following mastectomy coverage requirements of ERISA; and (xi) The nondiscrimination and reporting requirements of the Code.

Employees; Labor Matters. (a) None Schedule 3.14(a) of the Acquired Companies is Shareholder Disclosure Schedules includes a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf complete list of any all Business Employees as of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or date reflected in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeShareholder Disclosure Schedules. (b) Section Except as disclosed in Schedule 3.14(b) to of the Shareholder Disclosure Schedules, neither the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between nor any of the Acquired Companies and any current Company Subsidiaries is a party to, or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severanceis, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As as of the date of this Agreement, in negotiation to become party to, any collective bargaining agreement covering or purporting to cover any Business Employee. As of the Closing Date, any and all notices to, or filings or registrations with, any labor organizations, works counsel or any similar entity, counsel or organization, required to be made prior to the Company's knowledgeClosing Date by the Company or the Company Subsidiaries with respect to any Business Employee in connection with the execution of this Agreement will have been timely given or made. Except as disclosed in Schedule 3.14(b) of the Shareholder Disclosure Schedules, no executive officer or Key Employee since January 1, 2008 there has not occurred nor, to the Knowledge of any Company Shareholder, has there been threatened, any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to any Business Employee. Except as disclosed in Schedule 3.14(b) of the Acquired Companies Shareholder Disclosure Schedules, as of the date of this Agreement, there are no labor disputes subject to any grievance procedure, arbitration or litigation and there is in violation in any material respect no representation petition pending or, to the Knowledge of any term of Company Shareholder, threatened with respect to any employment current or former Business Employee or contract worker providing services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede for the right of any such executive officer or Key Employee to be employed or engaged by any benefit of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersCompany. (c) The Company and each of the Company Subsidiaries have, in all material respects, complied with all applicable Law pertaining to the employment or termination of employment of their Business Employees, including all such Laws relating to labor relations, equal employment, fair employment practices (including all immigration and I-9 obligations), prohibited discrimination or distinction, terms and conditions of employment, wages, hours of work and occupational safety and health and other similar employment practices or acts. There are no material controversies or claims pending, or to the Knowledge of the Company Shareholders, threatened in writing, between any of the Business Employees, on the one hand, and the Company or any of the Company Subsidiaries, on the other hand, relating to applicable Laws respecting employment and employment practices. (d) Except as disclosed in Schedule 3.14(d) of the Shareholder Disclosure Schedules, to the Knowledge of any Company Shareholder, there are no current or threatened investigations relating to the classification of independent contractors engaged by the Company or any of the Company Subsidiaries. All current and former Business Employees of the Company and the Company Subsidiaries have been, or will have been on or before the Closing date, paid in full (or appropriate accruals will have been made in accordance with GAAP) for all wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and any other compensation for all services performed by them which have become due and payable to them prior to or on the Closing Date. (e) None of the Company or the Company Subsidiaries has not incurred effected at any material liability or Obligation under time a “plant closing” (as defined in the Workers Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act, ”) or any similar laws, which remains unpaid or unsatisfieda “mass layoff” (as defined in the WARN Act).

Employees; Labor Matters. (a) None Section 2.16(a) of the Acquired Company Disclosure Schedule sets forth (i) all of the employees of the Target Companies as of the date of this Agreement (the “Employees”), including each such Employee’s: name, job title, current annual salary and commissions received through September 30, 2016, indication whether each such employee is paid on a salary, hourly and/or commission basis; classification as exempt or nonexempt under wage and hour laws; and business location; and (ii) a complete and accurate list of all of the independent contractors, consultants, temporary employees, leased employees or other agents employed or used by each Target Company and classified by any Target Company as other than employees, or compensated other than through wages paid by the Target Company through the Target Company’s payroll department (“Contingent Workers”), showing for each Contingent Worker such individual’s role in the business, fee or compensation arrangements and other contractual terms with each Target Company. To the Knowledge of the Company, no Employee is a party to to, or is otherwise bound by by, any agreement or arrangement, including any confidentiality, nonsolicitation, non-competition other restrictive covenant agreement, or other agreement, that in any way adversely affects or restricts the performance of such Employee’s duties. (b) No Target Company is, or within the past three (3) years has been, a party to, or otherwise obligated under, any collective bargaining agreement or other agreement with any labor union or collective bargaining Contractother labor organization. Since January 1, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect2015, there are have been no controversies strikes, work stoppages, slowdowns or lockouts pending or, to the Knowledge of the Company's knowledge, threatened between in writing, that involve the employees or Contingent Workers of the Target Companies. Except as set forth in Section 2.16(b) of the Company Disclosure Schedule, there are no, and within the past three (3) years there have not been any, Proceedings, grievances, claims, complaints or its Subsidiaries and any of their respective employees. None charges pending or, to the Knowledge of the Acquired Companies is engaged Company, threatened in writing against any unfair Target Company with respect to any employment or labor practice matters, including without limitation with respect to wage and hour matters, the classification of any nature. Since January 1Contingent Workers, 2001discrimination, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, retaliation and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputerestrictive covenant matters. (bc) Section 3.14(b) to Each Target Company currently classifies and has properly classified each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and state, local or any applicable foreign wage and hour laws, and is and has been otherwise in material compliance with such laws. To the extent that any Contingent Workers are engaged by any Target Company, the Company Disclosure Letter sets forth all of currently classifies and has properly classified and treated them as Contingent Workers (as distinguished from Form W-2 employees (or its foreign equivalent)) in accordance with applicable law and for the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list purpose of all employment contractsemployee benefit plans and perquisites. (d) Each Target Company is, severance agreements or similar agreements between any of and for the Acquired Companies and any current or former employee past three (to the extent still 3) years has been, in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in material compliance in all material respects with all applicable Laws laws and Contracts relating to employmentregulations respecting labor and employment matters, including fair employment practices, wagesworkplace safety and health, bonuses work authorization and immigration, unemployment compensation, the classification of Contingent Workers, workers’ compensation, affirmative action, terms and conditions of employment, employee leave and wages and hours, including employee compensation matters. To the Company's knowledge, none payment of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct minimum wages and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersovertime. (ce) The No Target Company has not incurred any material liability is experiencing or Obligation under anticipates experiencing a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the Workers federal Worker Adjustment and Retraining Notification Act (the “WARN Act, ”) or any similar lawsstate, which remains unpaid local or unsatisfiedforeign law or regulation affecting any site of employment of any Target Company or one or more facilities or operating units within any site of employment or facility of any Target Company within ninety (90) days of the date hereof. During the ninety (90) day period preceding the date hereof, no more than ten (10) employees or Contingent Workers of the Target have suffered an “employment loss” as defined in the WARN Act with respect to any Target Company.

Employees; Labor Matters. (a) None Seller employs approximately 150 full-time employees and 2 part-time employees. Seller generally enjoys good employer-employee relationships. Neither Seller nor any of the Acquired Companies Members is a party to or bound by aware of the existence of any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf criminal record of any of the Acquired CompaniesSeller's employees relating to financial activity, fraud, or sexual behavior or harassment. Other than possible isolated individual controversies which have Seller is not haddelinquent in payments to any of its employees for any wages, and could not reasonably be expected to havesalaries, individually commissions, bonuses or in the aggregate, a Material Adverse Effect, there are no controversies pending or, other direct compensation for any services performed for it to the Company's knowledge, threatened between date hereof or amounts required to be reimbursed to such employees. Upon termination of the Company or its Subsidiaries and employment of any of their respective said employees. None , Buyer will not by reason of the Acquired Companies is engaged in acquisition transaction or anything done prior to the Closing be liable to any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company normal operations existing, pending or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against or involving Seller. No labor organization has demanded that Seller recognize it as the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list collective bargaining representative of any group of employees of Seller, or petitioned the Acquired Companies who National Labor Relations Board for certification as such representative. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the meaning conduct of applicable wage Seller's business and hour lawsno arbitration or similar proceeding is pending and no Claim therefor has been asserted. As No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has not received any information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since its formation has been, in compliance with the requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately seven (a7) None full-time employees and three (3) part-time employees. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employeessaid employees for so-called "severance pay" or any other payments, except as set forth on Schedule 2.10 attached hereto. None Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the Acquired Companies is engaged in any unfair labor practice termination of any nature. Since January 1employment, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityexcept as set forth on said Schedule, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employeesotherwise required by law. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principal Shareholders, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning union representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately eighteen (a18) None ------------------------ full-time employees and one (1) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.11 attached hereto. Seller does not have any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. To its knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies Seller is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Shareholders, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Company and its Subsidiaries employ a total of approximately one hundred and four (a104) None full-time employees and four (4) part-time employees and generally enjoy good employer-employee relationships. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired Companies. Other than possible isolated individual controversies which have not hadCompany, and could not reasonably be expected to have, individually any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing be liable to any of said employees for so-called "severance pay" or any other payments, threatened between except as set forth in Schedule 2.31. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Company and each of its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving the Company's knowledge, none Company or any of its Subsidiaries' . No question concerning representation exists respecting any employees intends to terminate his or her employment with of the Company or such Subsidiaryany of its Subsidiaries. All Proceedings involving There are no grievances, complaints or charges that have been filed against the Company or any employee of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the Company or past employee) any of its Subsidiaries or the conduct of their respective businesses, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company and each of its Subsidiaries is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list Immigration Reform Control Act of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Section 3.20(a) of the Acquired Companies is Schedule of Exceptions sets forth a party to complete and accurate list of all of the respective directors, officers and employees of the Company and each of its Subsidiaries, identifying for each such individual his or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of her employer (whether the Company and/or any of its Subsidiaries), his or her position, whether classified as exempt or non-exempt for wage and hour purposes, date of hire, business location, annual base salary, whether paid on a salary, hourly or commission basis and the Acquired Companiesactual rates of compensation, full-time or part-time status and active/inactive status (and if inactive, the type of leave and estimated return date). (b) Neither the Company nor any of its Subsidiaries employs any independent contractors, temporary employees, leased employees or any other servants or agents that received Annual Payments of more than $50,000 and are compensated other than through reportable wages paid by the Company or any of its Subsidiaries (collectively, “Contingent Workers”). Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in To the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between extent the Company or its Subsidiaries utilizes Contingent Workers, the Company and any its Subsidiaries have properly classified and treated them in accordance with applicable Laws and for purposes of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, all Employee Programs and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeperquisites. (bc) Section 3.14(b) to Neither the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between nor any of the Acquired Companies and its Subsidiaries is delinquent in payments to any current of its employees or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive Contingent Workers for any wages, salaries, commissions, bonuses, severance, termination pay, consulting fees or other similar payments in excess direct compensation or remuneration for any services performed therefore or amounts required to be reimbursed to such employees or Contingent Workers. Each of two weeks of base salary upon termination by the employer. TrueCompany and its Subsidiaries is, correct and complete copies of such employment contractssince September 29, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are 2011 has been, in compliance in all material respects with all applicable Laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageshuman rights, bonuses and pay equity, terms and conditions of employment, including employee compensation mattersoccupational safety and health, workers’ compensation, and wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices or strikes, none slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Knowledge of the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to or involving the Company Disclosure Letteror any of its Subsidiaries. Section 3.14(b) to Each of the Company Disclosure Letter sets forth and its Subsidiaries is, and since September 29, 2011 has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986. Neither the Company nor any of its Subsidiaries has ever implemented any plant closing or mass layoff of employees as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), mass termination provisions of any applicable employment standards legislation (the ”Mass Termination” provisions) or any similar federal, state, provincial or local Law or regulation and no layoffs that could implicate such Laws or regulations up through and including the Closing Date are currently contemplated or have been effected within the six (6) months prior to Closing; provided, that Buyer does not terminate the employment of a true, correct and complete list sufficient number of the employees of the Acquired Companies who Company and its Subsidiaries so as to trigger WARN Act obligations or Mass Termination obligations. Neither the Company nor any Subsidiary of the Company has a written policy, practice, plan or program of paying severance pay or any written form of severance compensation in connection with the termination of employment. There are no grievances, complaints or charges that have been filed against the Company or any Subsidiary of the Company under any dispute resolution procedure (including any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not "exempt" been dismissed. There are no collective bargaining agreements, Contracts or understandings with a labor union or labor organization that are in effect or are currently being negotiated by the Company or any Subsidiary of the Company. No labor union, labor organization, or works council represents or has represented any employees within of the meaning Company or its Subsidiaries. Neither the Company nor any Subsidiary of applicable wage and hour lawsthe Company is subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor is there pending or, to the Knowledge of the Company, threatened in writing, any material labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any Subsidiary of the Company. As of the date of this Agreement, to neither the Company's knowledge, no executive officer Company nor any Subsidiary of the Company has received written notice of the pending or Key Employee threatened resignation of any officer of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, Company or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any employee listed on Section 3.20(a) of the Acquired Companies because Schedule of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersExceptions. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 6.21 sets forth the total number of full-time employees and part-time employees for United Solar and each of its Subsidiaries. United Solar and the Subsidiaries are not delinquent in payments to any of their employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for them to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither United Solar, nor the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually Subsidiaries will by reason of the transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledgeClosing, threatened between be liable to any of said employees for so-called "severance pay" or any other payments. United Solar and the Company Subsidiaries do not have any formal policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. United Solar and its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving United Solar or the Company's knowledgeSubsidiaries. There are no grievances, none complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on United Solar or the Subsidiaries or the conduct of their business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by United Solar or the Subsidiaries. Neither United Solar, nor its Subsidiaries has received any information indicating that any of its Subsidiaries' employees intends to terminate his employment policies or her employment with the Company practices is currently being audited or such Subsidiary. All Proceedings involving investigated by any employee (federal, state or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour lawslocal government agency. As of the date of this AgreementClosing Date, to there were no existing claims (whether asserted or unasserted) against United Solar or the CompanySubsidiaries for, and United Solar or the Subsidiaries have no liabilities in connection with, any workmen's knowledge, no executive officer compensation claims and/or COBRA claims or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersbenefits. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The GB&C Entities employ a total of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, approximately 48 full-time employees and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries 36 part-time employees and any of their respective employeesgenerally enjoy good employer-employee relationships. None of the Acquired Companies is engaged GB&C Entities currently employs, will as of the Closing date employ, or has employed during the six calendar months prior to the Closing date 48 or more employees in any unfair labor practice single facility. The GB&C Entities do not employ a total of 48 or more employees (excluding employees who work less than 20 hours per week or who have worked for the GB&C Entities less than six of the last twelve months) and will not have employed 48 or more employees at any point during the 90 days prior to and including the Closing date. None of the GB&C Entities is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any nature. Since January 1of said employees, 2001, there has not been neither the GB&C Entities nor the Company will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any slowdown, work stoppage, labor dispute or union organizing activity, of said employees for so-called "severance pay" or any similar activity or disputeother payments, affecting any except as set forth in Schedule 2.22. None of the Acquired Companies EXECUTION VERSION GB&C Entities has any policy, practice, plan or program of paying severance pay or any form of their employees. There is not now pendingseverance compensation in connection with the termination of employment, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets except as set forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentsaid Schedule. The Acquired Companies GB&C Entities are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company normal operations which are existing, pending or such Subsidiary. All Proceedings threatened against or involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure LetterGB&C Entities. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of No question concerning representation exists respecting any employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies GB&C Entities. There are no grievances, complaints or charges that have been filed against any of the GB&C Entities under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on any of the GB&C Entities or the conduct of their respective businesses, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in violation in any material respect of any term of any employment effect or services Contract, patent disclosure agreement, noncompetition agreement, is currently being or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee is about to be employed or engaged negotiated by any of the Acquired Companies because GB&C Entities. None of the nature GB&C Entities has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each of the business conducted or presently proposed to be conducted by GB&C Entities is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies or to requirements of the use Immigration Reform Control Act of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 3.23(a) sets forth a complete and accurate list of (i) all of the Acquired Companies is a party to respective directors and officers of the Company and each of its Controlled Subsidiaries, and (ii) all of the employees of the Company and each Controlled Subsidiary of the Company, identifying for each such individual his or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of her employer (whether the Company and/or any of the Acquired Companies. Other than possible isolated individual controversies which have not hadits Controlled Subsidiaries), his or her position, date of hire, business location, annualized base salary (based on hours worked in 2009), whether paid on a salary, hourly or commission basis, last year’s bonus and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries aggregate commissions paid and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, accrued and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeunused vacation days. (b) Section 3.14(b) to To the extent the Company Disclosure Letter sets forth all or any of its Controlled Subsidiaries utilizes any independent contractors, temporary employees, leased employees or any other servants or agents compensated other than through reportable wages paid by the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a trueCompany or any of its Controlled Subsidiaries (collectively, correct “Contingent Workers”), the Company and complete list its Controlled Subsidiaries have properly classified and treated them in accordance with applicable Laws and for purposes of all employment contractsCompany Benefit Plans and perquisites. (c) Except as disclosed in Schedule 3.23(c), severance agreements or similar agreements between neither the Company nor any of the Acquired Companies and its Controlled Subsidiaries is delinquent in payments to any current of its employees or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive Contingent Workers for any wages, salaries, commissions, bonuses, severance, termination pay, consulting fees or other similar payments in excess direct compensation or remuneration for any services performed therefor or amounts required to be reimbursed to such employees or Contingent Workers. Each of two weeks of base salary upon termination by the employer. TrueCompany and its Controlled Subsidiaries is and heretofore has, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageshuman rights, bonuses and pay equity, terms and conditions of employment, including employee compensation mattersoccupational safety and health, workers’ compensation, and wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices or strikes, none slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeKnowledge of the Debtors, threatened against or involving the Acquired CompaniesCompany or any of its Controlled Subsidiaries. Each of the Company and its Controlled Subsidiaries is, and at all times has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986. Neither the Company nor any of its Controlled Subsidiaries has ever implemented any plant closing or mass layoff of employees as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), mass termination provisions of any applicable employment standards legislation (the “Mass Termination” provisions) or any similar federal, state, provincial or local Law or regulation and no layoffs that could implicate such Laws or regulations up through and including the Closing Date are currently contemplated or have been effected within the six (6) months prior to Closing; provided that Buyer offers employment to a sufficient number of the employees of the Company and its Controlled Subsidiaries so as not to trigger WARN obligations or Mass Termination obligations. Except as set forth in Section 3.14(b) to Schedule 3.23(c), neither the Company Disclosure Letter. Section 3.14(b) to nor any Controlled Subsidiary of the Company Disclosure Letter sets forth has a truewritten policy, correct and complete list practice, plan or program of employees paying severance pay or any written form of severance compensation in connection with the termination of employment. There are no material grievances, complaints or charges that have been filed against the Company or any Controlled Subsidiary of the Acquired Companies who Company under any dispute resolution procedure (including any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed. There are not "exempt" employees within no collective bargaining agreements, Contracts or understandings with a labor union or labor organization that are in effect or are currently being negotiated by the meaning of applicable wage and hour laws. As Company or any Controlled Subsidiary of the date Company. Neither the Company nor any Controlled Subsidiary of this Agreementthe Company is subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor is there pending or, to the Knowledge of the Debtors, threatened in writing, any material labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any Controlled Subsidiary of the Company's knowledge, no executive . Neither the Company nor any Controlled Subsidiary of the Company has received written notice of pending or threatened resignation of any officer or Key Employee of any executive of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, Company or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any Subsidiary of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersCompany. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Seller employs a total of approximately ------------------------ 45 full-time employees and 2 part-time employees and generally enjoy good employer-employee relationships. The Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually Seller nor Buyer will by reason of the acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth on Schedule 2.29. The Seller does not have any policy, ------------- practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their severance compensation in connection with the termination of employment of its employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets except as set forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentsaid Schedule. The Acquired Companies are Seller is in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of the Seller, threatened against or involving the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure LetterSeller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of the Acquired Companies who Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the meaning Seller or the conduct of applicable wage its business and hour lawsno arbitration or similar proceeding is pending and no claim therefor has been asserted. As No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. To the knowledge of the date of this AgreementSeller, to the Company's knowledgeSeller is, no executive officer or Key Employee of any and at all times since November 6, 1986, has been, in compliance with the requirements of the Acquired Companies is in violation in any material respect Immigration Reform Control Act of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller employs approximately 34 full-time employees and 42 part-time employees and Subsidiary employs zero full-time employees and zero part-time employees, and each of Seller and Subsidiary generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies is a party employees of Seller and Subsidiary in connection with the Business at the First Closing, including the name, date of hire and wages of such employees. Neither Seller nor Subsidiary are delinquent in payments to any of their employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, none of Seller, Subsidiary or Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected transactions contemplated hereby or anything done prior to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending First Closing or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary the Subsidiary, the Second Closing, be liable to any of said employees for so-called "severance pay" or any other payments, except as otherwise set forth herein or as set forth in Schedule 2.10 attached hereto. Neither Seller nor Subsidiary have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in Schedule 2.10. Each of Seller and Subsidiary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Management Shareholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller or Subsidiary. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller or Subsidiary. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller or Subsidiary. Neither Seller nor Subsidiary have received any information to indicate that any of their employment policies or practices are currently being audited or investigated by any federal, state or local government agency. Seller and Subsidiary are, and at all times since November 6, 1986 have been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 3.16(a) sets forth a true and complete list of the Acquired Companies names, ---------------- titles and annual salaries of all employees of Parent and Seller primarily engaged in the Business. (b) Schedule 3.16(b) sets forth a true and complete list of each ---------------- Employee Plan and Benefit Arrangement that covers any employee primarily engaged in the Business. Seller has made available to Buyer copies of all documents relating to each such Employee Plan and Benefit Arrangement including (without limitation) each: plan document; summary description; amendments; trust documents; the most recent actuarial valuations; determination or opinion letters; administrative services agreements, group annuity contracts and group insurance contracts; last three years discrimination tests; last three years annual report; any and all correspondence from any governmental agency; all registration statements and prospectuses. At no time has Seller or any ERISA Affiliate contributed to or been obligated to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither Seller nor any ERISA Affiliate has ever sponsored, participated in, or contributed to any pension plan which is subject to Title IV of ERISA or Section 412 of the Code. No Employee Plan or Benefit Arrangement promises or provides retiree medical or other retiree welfare benefits to any employee primarily engaged in the Business. (c) Seller has performed in all material respects all obligations required to be performed by it under each Employee Plan and Benefit Arrangement and each Employee Plan and Benefit Arrangement has been established and maintained in all material respect in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. (d) Except as set forth on Schedule 3.16(d), (i) Seller is not a party ---------------- to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of agreements covering any of the Acquired Companies. Other than possible isolated individual controversies which have employees of the Business listed on Schedule 3.16(c), (ii) Seller does not hadknow of any ---------------- activities or proceedings of any labor union to organize any such employees, and could (iii) Seller does not have any employment agreements with any of such employees. Seller is in compliance with all applicable laws relating to employment and employment practices, wages, hours and terms and conditions of employment, in each case relating to employees primarily engaged in the Business, except to the extent that such non-compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (be) Section 3.14(b) to Except as set forth on Schedule 3.16(e), the Company Disclosure Letter sets forth all execution of this ---------------- Agreement and the consummation of the Acquired Companies' employees who are transactions contemplated herein will not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements (either alone or similar agreements between any of upon the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee occurrence of any of the Acquired Companies is in violation additional or subsequent events) constitute an event under any Employee Plan or Benefit Arrangement that will or may result in any material respect payment, acceleration, forgiveness of any term of any employment indebtedness, vesting, distribution, increase in benefits or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant obligation to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersfund benefits. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Seller is, and has been for the past four (4) years, in material compliance with all applicable laws respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto. To the Knowledge of the Acquired Companies Seller, there exists no circumstance that is reasonably likely to give rise to any claim by a party current or former Business Employee for compensation on termination of employment. All amounts that the Seller is legally required to or bound withhold from Business Employees' wages and to pay to any Governmental Entity as required by applicable Law have been withheld and paid, and Seller has any union or collective bargaining Contract, nor is no outstanding obligation to make any such Contract currently being negotiated by withholding or on behalf of any of the Acquired Companiespayment, other than with respect to an open payroll period. Other than possible isolated individual controversies which have not hadThere is not, and could has not reasonably be expected to have, individually or been in the aggregatefour (4) years preceding the date of this Agreement, a Material Adverse Effectan Action Related to the Business pending, there are no controversies pending reasonably anticipated or, to the Company's knowledgeKnowledge of the Seller, threatened between to be brought or filed by or against the Company Seller (or its Subsidiaries officers, directors, executives or department supervisors) relating to any employment, independent contractor or consulting contract, any collective bargaining obligation or agreement, discrimination, harassment, pay equity, human rights, equal opportunity, overtime exemption classification, wages and any hours, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of their respective employees. None absence requirements, privacy rights, retaliation, immigration, wrongful discharge, or other violation of the Acquired Companies rights of current or former employees, current or former independent contractors, current or former consultants, or employment candidates. In the past four (4) years, each agent of the Seller who has received employment discrimination, sexual harassment, retaliation, or policy violation allegations of, or against, any Business Employee has promptly, thoroughly and impartially investigated all such allegations. When indicated by Sxxxxx's policies, Sxxxxx has taken prompt corrective action that is engaged in reasonably calculated to prevent further discrimination or harassment and Seller does not reasonably expect to incur any unfair labor practice material liability with respect to any such allegations. Seller is not aware of any nature. Since January 1allegations relating to officers, 2001directors, there has not been any slowdownemployees, work stoppage, labor dispute or union organizing activitycontractors, or any similar activity or dispute, affecting any agents of the Acquired Companies EXECUTION VERSION or any Seller, that, if known to the public, would bring the Seller into material disrepute. As of their employees. There is not now pendingthe date hereof, all compensation, including wages, commissions and bonuses, payable to all Business Employees, and independent contractors and consultants of the Business for services performed on or prior to the Company's knowledgedate hereof have been paid in full (or accrued in full on the Balance Sheet Date) and there are no outstanding agreements, no Person has threatened understandings or commitments of the Seller with respect to commenceany compensation, any such slowdown, work stoppage, labor dispute commissions or union organizing activity or any similar activity or disputebonuses. (b) Section 3.14(b3.11(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth Seller Disclosure Schedule contains a true, correct accurate and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose all Business Employees, specifying each employee's name; title; department; employing entity (if applicable); hire date; status (full-time/part-time/seasonal/temporary); principal place of employment; classification as exempt or non-exempt under the Fair Labor Standards Act (the “FLSA”) or similar applicable laws; current year annual base salary or hourly wage; current year target incentive compensation (bonus and/or commission, as applicable); full, prior year actual incentive compensation (bonus and/or commission, as applicable); visa status (if applicable); anticipated return date if the employee is more than $125,000 per yearon leave; any other benefits; and whether the employee is subject to an employment agreement and (ii) whose agreement requires more than two weeks notice all Persons engaged by the employer Seller as independent contractors or consultants to be terminated the Business at any time during the past three (3) years, specifying each Person's name; entity with which the Person is or was engaged (iiiif applicable); start date; end date (if applicable); location; full, yearly total compensation for each year or partial year of the engagement; compensation rate; compensation method (e.g., hourly, monthly, per project); whether the Person subcontracts or has subcontracted to other Persons in performing the services for the Seller; and whether the Person is subject to an independent contractor, consulting or related agreement. All current and former Business Employees who have been classified as exempt under the FLSA or similar applicable laws have been properly classified and treated as such, and all current and former Business Employees have been properly compensated for all time worked in accordance with the FLSA and similar applicable laws. All Persons who have provided services to the Seller as independent contractors or consultants in the Business have been properly classified as independent contractors, rather than employees, of the Seller, for purposes of all applicable laws and Employee Benefit Plans. (c) whose agreement provides that Each Business Employee, and independent contractor or consultant to the employee Business, is entitled to receive severanceterminable at will, termination without payment of severance or other similar payments in excess of two weeks of base salary upon termination by the employercompensation or consideration, and without advance notice. True, correct and complete copies of such employment contracts, severance There are no agreements or similar agreements have been made available understandings between the Seller and any of its Business Employees, independent contractors or consultants to Parentthe Business that their employment or services will be for any particular period. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions As of employment, including employee compensation matters. To the Company's knowledgedate hereof, none of its Subsidiaries' employees intends the Seller's Business Employees has given written notice of any intent to terminate his or her employment with the Company Seller, nor does any such Business Employee intend to terminate his or her employment with the Seller. Seller is in compliance in all respects, and each of its Business Employees, independent contractors and consultants to the Business is in compliance in all respects, with the terms of any employment, independent contractor and consulting agreements between the Seller and such Subsidiaryindividuals. All Proceedings involving There are no oral or informal arrangements, commitments or promises between the Seller and any employee (Business Employees, independent contractors or past employee) consultants to the Business that have not been documented as part of the Acquired Companies formal written agreements between any such individuals and the Seller. To the Knowledge of the Seller, no executive or Business Employee is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such Business Employee and any other Person besides the Seller that are pending or, would be material to the Companyperformance of such employee's knowledgeemployment duties, threatened against or the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees ability of the Acquired Companies who are Seller to conduct the Business. (d) In the past five (5) years, Seller has not "exempt" employees within the meaning failed to provide advance notice of applicable wage any plant closing, layoff, termination or reduction in hours as required by, or incurred any liability under Worker Adjustment and hour laws. As Retraining Notification Act or any similar Law (“WARN”), and as of the date of this Agreement, to no such action is planned or anticipated, nor has the Company's knowledge, no executive officer or Key Employee of Seller taken any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which action that would reasonably be expected to impede cause Purchaser to incur any liability or obligation under WARN following the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersClosing. (ce) The Company Seller is, and in the five (5) years preceding the date of this Agreement has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, a “Union”), and there is not, and has not incurred been in the five (5) years preceding the date of this Agreement, any material liability Union representing or Obligation purporting to represent any Business Employee, independent contractor or consultant to the Business. In the five (5) years preceding the date of this Agreement, there has not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout or other similar labor disruption or dispute affecting the Seller or any Business Employees, independent contractors or consultants to the Business, with respect to their work for the Seller. Seller has no duty to recognize or bargain with any Union or other Person purporting to act as the exclusive bargaining representative of any Business Employees, independent contractors or consultants to the Business. There is no Union, employee representative, other labor organization, or other Person purporting to act as the exclusive bargaining representative of any Business Employees, independent contractors or consultants to the Business which, pursuant to law, must be notified, consulted or negotiated with in connection with the transaction contemplated by this Agreement. Seller is not, and in the five (5) years preceding the date of this Agreement has not been, the subject of any actual or, to the Knowledge of the Seller, threatened Action asserting that the Seller has committed an unfair labor practice, nor is or has there been any organizing effort or demand for recognition or certification or attempt to organize Business Employees, independent contractors or consultants to the Business by any Union in the five (5) years preceding the date of this Agreement. (f) To the extent applicable, Seller has complied in all respects with the Immigration Reform and Control Act of 1986 and all amendments and regulations promulgated thereunder (“IRCA”) and similar laws with respect to the completion, maintenance and other documentary requirements of Forms I-9 (Employment Eligibility Verification Forms) and similar employee verification forms for all Business Employees and the re-verification of the employment status of any and all Business Employees whose employment authorization documents indicated a limited period of employment authorization. For each Business Employee based in the United States, Seller has only employed Persons authorized to work in the United States. Seller has not received any written notice of any inspection or investigation relating to its alleged noncompliance with or violation of IRCA, nor has it been warned, fined or otherwise penalized by reason of any failure to comply with IRCA. (g) To the extent applicable, (i) Seller is and at all relevant times has been in compliance with any applicable COVID-19 related safety and health standards and regulations issued and enforced by the Occupational Safety and Health Administration (“OSHA”) and any applicable OSHA-approved state plan; (ii) Seller is and has at all relevant times been in compliance with the paid and unpaid leave requirements of the Families First Coronavirus Response Act; (iii) to the extent the Seller has granted employees paid sick leave or paid family leave under the Workers Adjustment and Retraining Notification Families First Coronavirus Response Act, the Seller has obtained and retained all required documentation required to substantiate eligibility for sick leave or family leave tax credits; and (iv) except as set forth on Section 3.11(g) of the Seller Disclosure Schedule, Seller has not conducted and does not intend to conduct any similar lawslayoffs, which remains unpaid furloughs, salary, pay or unsatisfiedbenefits reductions or hours reductions in response to COVID-19.

Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) Schedule 4.12 sets forth a true, correct true and complete list of all employment contracts, severance agreements or similar agreements between any each executive and manager of the Acquired Companies Company and any current or former employee (to its Subsidiaries with the extent still in force with respect to former employees) (i) whose job title, location of service, date of commencement of service, 2007 base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severancecompensation and target bonus, termination or other similar payments in excess of two weeks of and anticipated 2008 base salary upon termination by the employer. True, correct compensation and complete copies of target bonus for each such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws executive and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation mattersmanager. To the Company's knowledge’s Knowledge, none of its Subsidiaries' employees intends no such executive or manager has any present intention to terminate his or her employment with the Company or such Subsidiaryits Subsidiaries, as applicable. All Proceedings involving Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee (or past employee) of the Acquired Companies that are pending Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company's knowledge’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened against the Acquired Companiesor, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) Company’s Knowledge, anticipated with respect to any employee of the Company Disclosure Letter sets forth a true, correct and complete list or any of employees its Subsidiaries. Neither the Company nor any of the Acquired Companies who are not "exempt" employees its Subsidiaries have engaged in any unfair labor practices within the meaning of applicable wage the National Labor Relations Act. The Company and hour lawsits Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. As or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the date Company or any of this Agreementits Subsidiaries at any time during the past four years and, to the Company's knowledge’s Knowledge, no executive officer facts exist that could reasonably be expected to give rise to such claims or Key Employee actions. To the Company’s Knowledge, no employees of the Company or any of the Acquired Companies is in violation its Subsidiaries are in any material respect in violation of any term of any employment or services Contractcontract, patent non-disclosure agreement, noncompetition non-competition agreement, or any restrictive covenant to a former employer which would reasonably be expected relating to impede the right of any such executive officer or Key Employee employee to be employed by the Company or engaged by any of the Acquired Companies its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (aSchedule 3.11(a) None of the Acquired Companies ------------------------ Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of the name, job title, current compensation, and date of hire of each employee of (i) Asset Seller working for the Division and (ii) the Companies, including each employee on leave of absence or layoff status. Schedule 3.11(b) of the Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of the name, job title, current compensation, and date of hire of each employee of Asset Seller that provides services to the Division or the Business but is not listed in Schedule 3.11(a), including each employee on leave of absence or layoff status. Neither Asset Seller nor any Company is a party to to, or bound by, any collective bargaining agreement or other labor Contract nor is any such collective bargaining agreement or other labor Contract currently being negotiated, none of the employees of Asset Seller (with respect to the Division) or any Company is represented by any union or collective bargaining Contractlabor organization nor, nor is to the knowledge of Sellers, are there any such Contract currently being negotiated by activities or on behalf proceedings of any labor union or labor organization to organize any employees of Asset Seller (with respect to the Division), the Companies or any of the Acquired Companiesemployees listed in Schedule 3.11(b). Other than possible isolated individual controversies which have not hadEach of Asset Seller (but solely with respect to the Division) and each Company is in compliance with all Laws in respect of employment and employment practices, terms and could not reasonably be expected to haveconditions of employment, wages, hours of work, equal opportunity and occupational health and safety except for such instances of non-compliance that, individually or in the aggregate, are not reasonably likely to have a Seller Material Adverse Effect, there are no controversies pending or, to . To the Company's knowledge, threatened between the Company or its Subsidiaries and any knowledge of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledgeSellers, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. employee of Asset Seller (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employeesthe Division) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides of any Company that the employee is entitled to receive severance, termination or other similar payments receives compensation at an annual rate in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements $200,000 has given notice or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees has otherwise informed Asset Seller that he or she intends to terminate his or her employment with Asset Seller or the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the applicable Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. The Seller employs a total of approximately ------------------------ six (a6) None full-time employees and no part-time employees and generally enjoy good employer-employee relationships. The Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually Seller nor Buyer will by reason of the acquisition transaction or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth on Schedule 2.29. The Seller does not have any policy, ------------- practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their severance compensation in connection with the termination of employment of its employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets except as set forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parentsaid Schedule. The Acquired Companies are Seller is in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of the Seller, threatened against or involving the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure LetterSeller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of the Acquired Companies who Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the meaning Seller or the conduct of applicable wage its business and hour lawsno arbitration or similar proceeding is pending and no claim therefor has been asserted. As No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Seller. The Seller has not received any information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. To the knowledge of the date of this AgreementSeller, to the Company's knowledgeSeller is, no executive officer or Key Employee of any and at all times since November 6, 1986, has been, in compliance with the requirements of the Acquired Companies is in violation in any material respect Immigration Reform Control Act of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately five (a5) None full-time employees and three (3) part-time employees and generally enjoys good employer-employee relationships. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Management Shareholders, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. Seller employs approximately fifteen (a15) None full-time employees and five (5) part-time employees and there are no existing disputes with such employees. Seller shall provide to Buyer a list of the Acquired Companies employees of Seller in connection with the Business at the Closing Date, including the name, date of hire and wages of such employees. Seller is a party not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bound by other direct compensation for any union services performed for it to the date hereof or collective bargaining Contract, nor is any amounts required to be reimbursed to such Contract currently being negotiated by or on behalf employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually transactions contemplated hereby or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between the Company or its Subsidiaries and Closing Date be liable to any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, said employees for so-called "severance pay" or any similar activity other payments, except as set forth in Schedule 2.10 attached hereto. Seller does not have any policy, practice, plan or dispute, affecting any program of the Acquired Companies EXECUTION VERSION paying severance pay or any form of their employeesseverance compensation in connection with the termination of employment, except as set forth in said Schedule. There Seller is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation mattersand wages and hours. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are normal operations existing, pending or, to the Company's knowledgeknowledge of Seller and the Principals, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letteror involving Seller. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list No question concerning representation exists respecting any group of employees of Seller. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of the Acquired Companies is a party to or bound by any union or collective bargaining ContractMarch 1, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had1998, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries employed a total of approximately fifty-six (56) full-time employees and any of their respective employeesone (1) part-time employee. None of the Acquired Companies is engaged Except as set forth in any unfair labor practice of any nature. Since January 1Schedule 2.28(a), 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to neither the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between nor any of the Acquired Companies and Holder has received any current or former notice that any employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company following the Closing. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such Subsidiaryemployees. All Proceedings involving any employee (or past employee) Upon termination of the Acquired Companies that employment of any of said employees, neither the Company nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in Schedule 2.28(b). The Company is in material compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or, to the Company's knowledgeknowledge of the Company or the Holders, threatened against or involving the Acquired Companies, are set forth in Section 3.14(b) to Company. To the knowledge of the Company Disclosure Letter. Section 3.14(b) to or any of the Company Disclosure Letter sets forth a trueHolders, correct and complete list of no question concerning union representation exists respecting any employees of the Acquired Companies who Company. There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on the meaning Company or the conduct of applicable wage its business, and hour laws. As of the date of this Agreementthere is no arbitration or similar proceeding pending and, to the Company's knowledge, no executive officer knowledge of the Company or Key Employee of any of the Acquired Companies Holders, no claim therefor has been asserted. No collective bargaining agreement is in violation in any material respect of any term of any employment effect or services Contract, patent disclosure agreement, noncompetition agreement, is currently being or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee is about to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted negotiated by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) Company. The Company has not incurred received any material liability information indicating that any of its employment policies or Obligation under practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times has been, in compliance with the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfiedrequirements of the Immigration Reform Control Act of 1986.

Employees; Labor Matters. (a) None Section 4.19(a) of the Acquired Companies Disclosure Schedule sets forth a list of all the labor unions, works councils, or other labor organizations presently representing any employees of the Company Group Entities. Except as listed on Section 4.19(a) of the Disclosure Schedule, no Company Group Entity is a party to or bound subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other Contract or understanding with a labor union, works council or other similar labor organization with respect to any employees of such Company Group Entity. Since January 1, 2021 there has not been, there is not presently pending or existing, and, to the Knowledge of the Company Group Entities, there is not threatened in writing, any (i) strike, slowdown, picketing, work stoppage or other material labor dispute by any employees of the Company Group Entities, (ii) material Litigation (including, without limitation, any material unfair labor practices charge) filed by an employee, union or other labor organization with any labor relations board or Governmental Authority relating to the alleged violation of any Law pertaining to labor relations or employment matters, or (iii) petition for certification as a collective bargaining agent for one or more groups of employees of the Company Group Entities. (b) The Company Group Entities have delivered or made available to Buyer a schedule that accurately and completely sets forth, with respect to each employee of the Company Group Entities (including any employee of a Company Group Entity who is on a leave of absence or on layoff status): (i) the name of such individual, (ii) date of hire, (iii) age or date of birth, (iv) gender, (v) manager ID, (vi) manager’s reporting level, (vii) whether subject to a collective bargaining agreement, (viii) location, (ix) legal entity, (x) business unit, (xi) cost center, (xii) department/function, (xiii) job title, (xiv) job grade, (xv) salary or hourly wage rate, (xvi) current year target bonus or commission, (xvii) prior year target and actual bonus or commission, (xviii) long-term incentive benefit (if applicable), (xix) details of any upcoming or planned salary increases, (xx) remuneration in kind (if applicable), (xxi) retirement and health and welfare benefit plan participation, (xxii) accrued vacation, sick leave or paid time off, (xxiii) any other extralegal benefit specifying its salary nature, (xxiv) employment status (full time or part time, salary or hourly, and, under applicable Law, exempt or non-exempt), (xxv) union status, (xxvi) scheduled hours per week (i.e., less than 30, 30-40, 40 or more), (xxvii) years of credited service (if different from date of hire), and (xxviii) years or date in position (if different from date of hire). (c) The Company Group Entities have delivered or made available to Buyer a schedule that accurately and completely sets forth, with respect to each independent contractor of the Company Group Entities: (i) the name of such independent contractor, (ii) the start date, (iii) contract end date, (iv) state and country of work location, (v) Company Group Entity engaging the independent contractor, (vi) contractor legal entity (if applicable), (vii) a description of such independent contractor duties and responsibilities, and (viii) the rate of pay. The relationship with each individual who acts as an independent contractor of any Company Group Entity can be terminated at any time for any reason upon no more than thirty (30) days written notice without amounts being owed to such individual, other than with respect to compensation or payments accrued before the notice of termination. (d) With respect to each Company Group Entity, the Company Group Entities have delivered or made available to Buyer accurate and complete copies of all material employee manuals and handbooks relating to the employment of the employees of the Company Group Entities. (e) To the Knowledge of the Company Group Entities, no employee or independent contract of any Company Group Entity is in material violation of any term of any Contract, nor is restrictive covenant or fiduciary duty: (i) to a Company Group Entity; or (ii) to a former employer or engager of any such Contract currently being negotiated by or on behalf individual relating (A) to the right of any such individual to work for the Company or any Company Group Entity or (B) to the knowledge or use of the Acquired Companies. Other than possible isolated individual controversies which have not hadtrade secrets or proprietary information. (f) The Company Group Entities are, and could since January 1, 2021 have been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining agreements, arbitral awards, contractual obligations, acquired rights, travel expenses, vacations, commission, fringe benefits, proper classification of non-salary payments, wages and hours matters, worker classification (including the proper classification of workers as independent contractors and consultants and, under applicable Law, exempt or non-exempt), immigration, work authorization, occupational health and safety, workers’ compensation, the payment of social security and other employment taxes, disability rights or benefits, plant closures and layoffs, affirmative action and affirmative action plans, equal employment opportunity, employment discrimination, harassment, labor relations, employee leave issues and unemployment insurance. Except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of Group Entities are in compliance with the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeSubcontracting Labor Reform. (bg) Section 3.14(b) to the The Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary each Company Group Entity is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employmentthe Worker Adjustment Retraining Notification Act of 1988, as amended or any similar state or local law (“WARN Act”). In the past two years, (i) neither the Company nor any Company Group Entity has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment practices, wages, bonuses and terms and conditions or one or more facilities or operating units within any site of employment, including employee compensation matters. To the Company's knowledge, none employment or facility of its Subsidiaries' employees intends business, and (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any Company Group Entity. (h) Except as set forth in Section 4.19(h), there are no material Litigation pending, or to terminate his the Knowledge of the Company Group Entities, threatened in writing to be brought or her filed by or with any Governmental Authority in connection with the employment or termination of any employee or former employee of the Company Group Entities or applicant for employment with the Company or such SubsidiaryGroup Entities. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending orSince January 1, 2022, to the Company's knowledgeKnowledge of the Company Group Entities, there have been no material allegations of sexual assault or sexual harassment or improper fraternization allegations raised, brought, threatened in writing, or settled by or against the Acquired Companies, are set forth in Section 3.14(b) relating to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive any officer or Key Employee director of any of the Acquired Companies is in violation in any material respect of any term of any employment Company Group Entity involving or relating to services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant provided to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersCompany Group Entity. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Company and its Subsidiaries employ a ------------------------ total of 111 full-time employees and 115 part-time employees. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf employment of any of said employees, neither the Acquired Companies. Other than possible isolated individual controversies which have not hadCompany, and could not reasonably be expected to have, individually any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or in the aggregate, a Material Adverse Effect, there are no controversies pending or, anything done prior to the Company's knowledge, threatened between Closing be liable to any of said employees for so-called "severance pay" or any other similar payments. Neither the Company nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company and each of its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws laws and Contracts relating to regulations respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation matterswages and hours and the withholding of taxes and the reporting of income. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that normal operations which are existing, pending or, to the Company's knowledgeknowledge of the Company or any Stockholder, threatened against the Acquired Companies, are set forth in Section 3.14(b) to or involving the Company Disclosure Letteror any of its Subsidiaries. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of No question concerning labor representation exists respecting any employees of the Acquired Companies who Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries under any dispute resolution procedure (including, but not "exempt" employees within limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that, individually or in the meaning aggregate could have a Material Adverse Effect, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company or any of applicable wage its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any information during the past six years indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company and hour laws. As each of its Subsidiaries is, and at all times since November 6, 1986 has been, in compliance with the requirements of the date Immigration Reform Control Act of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others1986. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None The Company does not have, and has not in the past three (3) years had, any employees. Schedule 5.15 sets forth a true and complete list containing the (i) name; (ii) job title; (iii) job location; (iv) base salary or wage rate; (v) exempt or non-exempt status under the Fair Labor Standards Act; and (vi) date of hire for each Business Employee employed as of the Acquired Companies Signing Date in each case as reflected in the records of the Company. The Company is not a party to a Contract with a staffing services agency or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf similar provider of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, contract labor to the Company's knowledge, threatened between the Company or its Subsidiaries . Wage and any of their respective employees. None of the Acquired Companies salary information regarding all Business Employees listed on Schedule 5.15 has been separately provided to Buyer and such information is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, true and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeaccurate. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a trueEmployer Company, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to the Business Employees and any former employeesemployee who would be a Business Employee if currently employed, and the Company are, and have for the last three (3) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severanceyears been, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating Labor Laws. There are no material Actions pending, or to employmentthe Knowledge of Seller, threatened in writing, in connection with or related to the employment practicesof any current or former employee, wages, bonuses and terms and conditions applicant or independent contractor of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such SubsidiaryEmployer Company, including the Business Employees. (c) No Business Employee is, nor in the past three (3) years has been, employed by Seller or an Affiliate of Seller pursuant to the terms of a collective bargaining agreement with any labor union. All Proceedings involving Neither the Employer Company nor the Company has any employee obligation to bargain with any union with respect to the Business Employees. (or past employeed) of the Acquired Companies that are There is no pending or, to the Company's knowledgeKnowledge of Seller, threatened against in writing, demand for recognition or certification or attempt to organize the Acquired CompaniesBusiness Employees by any labor organization. There is no pending or, are to the Knowledge of Seller, threatened in writing, labor strike, walk-out, work stoppage, slowdown or lockout with respect to the Business Employees. (e) There has been no action by Employer Company with respect to Business Employees and any former employee who would be a Business Employee if currently employed or the Company, during the ninety (90)-day period preceding the Effective Date, that triggered notice or other obligations under the WARN Act. The representations and warranties set forth in this Section 3.14(b) 5.15 constitute the sole and exclusive representations and warranties of Seller with respect to labor and employment matters in connection with the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a trueTransactions, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date no other provision of this Agreement, Agreement shall be deemed to the Company's knowledge, no executive officer address or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any include such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersmatters. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None As of the Acquired Companies is a party to or bound by any union or collective bargaining ContractDecember 15, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had2000, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries employed 487 full-time employees and any of their respective 43 part-time employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there The Company has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and previously provided to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth Buyer a true, correct true and complete list of all employment contractsemployees, severance agreements officers and directors of, and consultants to, the Company as of December 15, 2000 together with a current job title for and current compensation (including base compensation, bonuses paid during the last 12 months and stock options or similar agreements between restricted stock grants) payable to each such employee, officer, director and consultant. The Company is not delinquent in payments to any of the Acquired Companies and its employees for any current wages, salaries, commissions, bonuses or former employee (other direct compensation for any services performed for it to the extent still in force with respect date hereof or amounts required to former be reimbursed to such employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice . Upon termination of the employment of any of such employees, neither the Company nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing by the employer Company be liable to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies any of such employment contracts, employees for so-called "severance agreements pay" or similar agreements have been made available to Parentany other payments. The Acquired Companies are Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance in all material respects with all applicable Laws and Contracts relating to respecting labor, employment, fair employment practices, wageswork place safety and health, bonuses and terms and conditions of employment, including employee compensation matterswages and hours, and withholding of taxes and reporting of income. To the Company's knowledgeThere are no charges of employment discrimination or unfair labor practices, none nor are there any strikes, slowdowns, stoppages of its Subsidiaries' employees intends to terminate his work, or her employment any other concerted interference with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that normal operations which are existing, pending or, to the Company's knowledgeknowledge of the Company or the Stockholder, threatened against or involving the Acquired Companies, are Company. Except as set forth in Section 3.14(b) to 3.28 of the Disclosure Schedule, there are no grievances, complaints or charges that have been filed against the Company Disclosure Letter. Section 3.14(bunder any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would that could reasonably be expected to impede have a Material Adverse Effect on the right Company, and there is no pending arbitration or similar proceeding or claim. No collective bargaining agreement is in effect or is currently being or, to the knowledge of any such executive officer the Company or Key Employee the Stockholder, is about to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted negotiated by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) Company. The Company has not incurred received any material liability information indicating that any of its employment policies or Obligation under practices is currently being audited or investigated by any Governmental Authority. The Company is, and has been, in compliance with the Workers Adjustment and Retraining Notification requirements of the Immigration Reform Control Act of 1986 at all times since the enactment of such Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 4.10(a) contains an accurate list of the Acquired Companies names, titles, dates of hire or dates of service, rates of compensation and remuneration of any kind, and any unused accrued vacation, in each case, as of the date of this Agreement of all employees, officers, directors and independent contractors (other than professional service advisors) of, and consultants to, LED or any of its Subsidiaries and/or their respective businesses (all such individuals, the “LED Service Providers”). To LED’s Knowledge, no executive, key employee, key independent contractor or significant group of employees has any plans to terminate his or her employment or engagement with LED or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise. Except as set forth on Schedule 4.10(a), the services provided by the LED Service Providers are terminable at will by LED or its Subsidiaries at no cost or expense to LED or any of its Subsidiaries, and neither LED nor its subsidiaries are party to an employment contract with such LED Service Providers. Since the Most Recent LED Balance Sheet Date, there has not been any increase in compensation payable to or to become payable to any LED Service Provider, except regular increases granted in the ordinary course of business. (b) Neither LED nor any of its Subsidiaries is a party to or bound by any union or collective bargaining Contractagreement or similar agreement with any labor organization or employee association covering the terms and conditions of any employee or employee group of LED or its Subsidiaries. There has not been, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledgeKnowledge of LED, threatened any labor dispute between LED or any of its Subsidiaries, on the Company or its Subsidiaries one hand, and any of their respective employees. None of labor organization, on the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityother hand, or any similar activity or strike, slowdown, jurisdictional dispute, affecting work stoppage or other similar organized labor activity involving any employee of the Acquired Companies EXECUTION VERSION LED or any of their employeesits Subsidiaries or affecting LED or any of its Subsidiaries. There has not been, nor to the Knowledge of LED, is not now there threatened or pending, and any labor union organizational activity involving, any employee of LED or any of its Subsidiaries. There exists no pending or, to the Company's knowledgeKnowledge of LED, no Person has threatened to commencethreatened, any such slowdown, work stoppage, labor dispute or union organizing activity Action between LED or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies its Subsidiaries and any current or former director, officer or employee of LED or any of its Subsidiaries, including any claim for discrimination, harassment, retaliation, wrongful employment or labor practices, breach of express or implied contract of employment or for violation of equal employment opportunity or wage and hour Laws. All former and current employees of LED or any of its Subsidiaries have provided the necessary information and documentation from which to file current, effective Employment Eligibility Verifications (INS Form I-9’s) for each such employee and neither LED nor any of its Subsidiaries has any information or other reason to believe that any of such supplied information or documentation is in any manner false, fraudulent or in any other manner not genuine. LED and its Subsidiaries have in all other respects complied with its obligations under the Immigration Reform and Control Act of 1986, as amended, and with all other applicable Laws pertaining to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated employment or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies employment of such employment contractsemployees, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in including all material respects with all applicable such Laws and Contracts relating to employmentlabor relations, equal employment opportunity, fair employment practices, wageswages and hours, bonuses occupational safety and terms other workplace regulations and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of othersactivities. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a) None Schedule 2.20(a) hereto contains a true and complete list of all managers and employees of, and consultants to, Seller who, individually, received compensation from Seller for the fiscal year ended December 31, 2003, or are scheduled to receive compensation from Seller for the fiscal year ending December 31, 2004, in excess of $5,000. In each case such Schedule includes the current job title and aggregate annual compensation of each such individual. (b) Seller employs approximately 39 full-time employees and 6 part-time employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for Seller as of the Acquired Companies is a party date hereof or any amounts required to or bound by any union or collective bargaining Contract, nor is any be reimbursed to such Contract currently being negotiated by or employees. Except as set forth on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSchedule 2.20(b) attached hereto, there are no controversies charges of employment discrimination, wrongful termination, sexual harassment, breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations, existing, pending or, to the Company's knowledgeknowledge of Seller, threatened between against or involving Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on Seller or the Company or its Subsidiaries conduct of Seller's business and any of their respective employeesno claim therefore has been asserted. None Seller is, and at all times Seller has been, in compliance, in all material respects, with the requirements of the Acquired Companies is engaged Immigration Reform Control Act of 1986. Seller has never implemented any plant closing or mass layoff of employees as those terms are defined in any unfair labor practice the Worker Adjustment Retraining and Notification Act of any nature. Since January 11988, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityas amended, or any similar activity state or dispute, affecting any of the Acquired Companies EXECUTION VERSION local law or any of their employees. There is not now pendingregulation, and to the Company's knowledge, no Person has threatened to commence, any layoffs that could implicate such slowdown, work stoppage, labor dispute laws or union organizing activity or any similar activity or disputeregulation are currently contemplated. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.

Employees; Labor Matters. (a1) None Each of the Acquired Companies Company and its Subsidiaries is a party to or bound by any union or collective bargaining Contractin compliance with all currently applicable laws respecting employment and employment practices, nor is terms and conditions of employment and wages and hours, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, any such Contract currently being negotiated by laws respecting employment discrimination, disability rights or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not hadbenefits, equal opportunity, plant closure issues, affirmative action, workers' compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and could not reasonably be expected to havehour standards, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries occupational safety and any of their respective employeeshealth requirements and unemployment insurance and related matters. None of the Acquired Companies is Company nor any of its Subsidiaries are engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board. (2) Neither the Company nor any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activityof its Subsidiaries is a party to, or is bound by, any similar activity collective bargaining agreement, Contract or disputeother agreement or understanding with any labor union or organization, affecting nor has it agreed to recognize any union or other collective bargaining unit nor has any union or other collective bargaining unit been certified as representing any of the Acquired employees of any of the Companies EXECUTION VERSION or their Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of a proceeding asserting that the Company or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel it or such Subsidiary to bargain with any labor organization as to wages and conditions of employment, nor is there any strike or other labor dispute involving the Company or any of its Subsidiaries, 29 pending or, to the best of its knowledge, threatened, nor is it aware of any activity involving the Company's or any of its Subsidiaries' employees seeking to certify a collective bargaining unit or engaging in any other organization activity. There are no pending or threatened charges or complaints alleging sexual or other harassment or other discrimination by the Company, any of its Subsidiaries or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute agents or union organizing activity or any similar activity or disputerepresentatives . (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied.