Common use of Employees Clause in Contracts

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company Borrower nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Borrower’s knowledge, threatened with respect to the Company Borrower or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company Borrower nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Borrower’s knowledge, no employee of the Company Borrower or any of its Subsidiaries, nor any consultant with whom the Company Borrower or any of its Subsidiaries has contracted, is in violation of any material term of any employment contract, proprietary information agreement contract or any other agreement contract relating to the right of any such individual to be employed by, or to contract with, the Company Borrower or any of its Subsidiaries because of the nature of the business or to be conducted by the Company or receive any of its Subsidiariesbenefits; and and, to the Company's knowledge Borrower’s knowledge, the continued employment by the Company Borrower or any of its Subsidiaries of its present employees, and the performance of the Company's Borrower’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Borrower or any of its Subsidiaries, no employee of the Company Borrower or any of its Subsidiaries has been granted the right to continued employment by the Company Borrower or any of its Subsidiaries or to any material compensation following termination of employment with the Company Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company The Borrower is not aware that any officer, director, manager, partner, key employee or group of employees intends to terminate his, her or their employment with the Company Borrower or any of its Subsidiaries, nor does the Company Borrower or any of its Subsidiaries have a present intention to terminate any of the employment of any officer, key employee or group of employeessame.

Employees. Except (a) Section 3.15 of Parent Disclosure Schedule lists, as set forth on Schedule 4.14of the date of this Agreement, neither (i) the Company nor any names of its Subsidiaries has any collective bargaining all individuals classified as current employees (including part-time employees and temporary employees), current leased employees, current independent contractors and current consultants of Parent and the Parent Subsidiary, and (ii) their current respective salaries or wages, other compensation, dates of employment, positions and all written agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company between Parent and such individuals or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. entities. (b) To the Company's knowledgeKnowledge of Parent, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any none of its employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to Parent or that would conflict with Parent’s business as presently proposed to be conducted. (c) Each current and former employee, officer and consultant of Parent has executed and delivered a Proprietary Information and Inventions Agreement substantially in the Company form attached hereto as Exhibit H, and all of such agreements are in full force and effect. To Parent’s Knowledge, no such employee, officer or consultant of Parent is in violation of such Proprietary Information and Inventions Agreement. No former or current employee, officer or consultant of Parent has excluded works or inventions made prior to his or her employment with Parent from his or her assignment of inventions pursuant to such employee, officer or consultant’s proprietary information and inventions agreement. Parent is not a party to or bound by any currently effective written employment contract with any of its Subsidiariesemployees, other than those that are terminable at will. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no No employee of the Company or any of its Subsidiaries Parent has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with Parent. (d) To the Company Knowledge of Parent: (i) no officer or other employee intends to, or has communicated any intention to, terminate his or her employment with Parent; and (ii) no employee of Parent is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have a material effect on the business or operations of any of Parent. (e) Parent is not engaged, and Parent has never been engaged, in any unfair labor practice of any nature. As of the date of this Agreement, Parent is not a party to, or has a duty to bargain for, any collective bargaining agreement, collective labor agreement or other Contract with a labor organization, works council, trade union or other organization or body representing any of its employees or involving any of its employees, and there are no labor organizations, works councils, trade union or other organization or body representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of Parent. There has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting Parent or any of its Subsidiariesemployees. Except as set forth There has been no dispute between Parent and any group of its employees and there has been no effort on Schedule 4.14, the Company part of any labor union to organize any employees of Parent. There is not aware that now pending, no event has occurred and no circumstance or condition exists, and, to the Knowledge of Parent, no Person has threatened to commence, any officersuch strike, key employee or group of employees intends to terminate hisslowdown, her or their employment with the Company or any of its Subsidiarieswork stoppage, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officerlockout, key employee or group of employees.job action,

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.143.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.143.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, and the Company's CEO, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee No Employees of the Company or any of its Subsidiaries, Subsidiaries are represented by any labor union nor are any consultant collective bargaining agreements otherwise in effect with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating respect to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesEmployees, and the performance no labor organization or group of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee Employees of the Company or any of its Subsidiaries has been granted made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the right Knowledge of the Company, threatened to continued employment by be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries and their respective employees. The Company and its Subsidiaries believe that their relations with their employees are good. As of the date hereof, no executive officer (as defined in Rule 501(f) promulgated under the Securities Act) of the Company or any of its Subsidiaries has notified the Company or any of its Subsidiaries that such officer intends to leave the Company or any of its Subsidiaries or to any material compensation following termination of otherwise terminate such officer’s employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14To the Knowledge of the Company, the Company is not aware that any officer, key employee or group no executive officer of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other Contract or any restrictive covenant, and to terminate the Knowledge of the Company, the continued employment of each such executive officer does not subject the Company or any officerof its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, key employee California Labor Code section 1400 et seq., and any other similar applicable foreign, state, or group local Laws relating to facility closings and layoffs. All independent contractors of employeesthe Company are properly classified under applicable state and federal Law, and the Company is in compliance with California Labor Code 226.8.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Securities Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, : no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither To the Company’s knowledge, no employee of the Company nor or any of its Subsidiaries is aware that any of its employees is obligated under any material contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or severance agreement with the Company or any of its Subsidiaries and any rights that may be available under applicable law, and except for the general severance policies of the Company and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, to the Company is not aware that any knowledge of the Company, no officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries (that is not an Inactive Subsidiary) has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its such Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its such Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its such Subsidiaries, nor any consultant with whom the Company or any of its such Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its such Subsidiaries because of the nature of the business to be conducted by the Company or any of its such Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its and such Subsidiaries of its their present employees, and the performance of the Company's ’s and its such Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its such Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its such Subsidiaries. Neither the Company nor any of its such Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its such Subsidiaries, no employee of the Company or any of its such Subsidiaries has been granted the right to continued employment by the Company or any of its such Subsidiaries or to any material compensation following termination of employment with the Company or any of its such Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its such Subsidiaries, nor does the Company or any of its such Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) Except as set forth on Schedule 4.14the Employees Schedule, neither none of the Company nor Corporation, its Subsidiaries, or to the Knowledge of the Corporation, any of their respective executives, key employees, consultants or independent contractors (each, a “Key Employee” and, collectively, the “Key Employees”) is subject to any currently effective noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement in conflict with the present or proposed business activities of the Corporation or any of its Subsidiaries or such Person’s duties to the Corporation or any of its Subsidiaries, except for agreements between the Corporation or any of its Subsidiaries and their respective present and former employees. To the Corporation’s Knowledge, except as set forth on the Employees Schedule, no Key Employee and no group of employees of the Corporation or any of its Subsidiaries has any collective bargaining agreements plans to terminate employment with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company Corporation or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to cease providing services to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company Corporation or any of its Subsidiaries. Neither the Company Corporation nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company labor relations or any similar problems. (b) The Corporation and each of its SubsidiariesSubsidiaries have complied with all Laws relating to the employment of labor (including provisions thereof relating to wages, no employee hours, equal opportunity, collective bargaining and the payment of social security and other taxes) and have complied with all Laws related to the licensing of employees under its applicable Licenses. (c) The Employees Schedule lists all officers, members of the Company or board of directors, honorary directors and trustees of each of the Corporation and its Subsidiaries. (d) Neither the Corporation nor any of its Subsidiaries has been granted the right to continued employment by the Company or implemented any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group layoff of employees intends to terminate his, her or their employment with that could implicate the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesWARN Act.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. With respect to any Canadian Pension Plan: (i) the Canadian Pension Plans are duly registered under all applicable Federal and Provincial pension benefits legislation, (ii) all statutory obligations of Company or any Eligible Subsidiary required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion and there are no outstanding disputes concerning the assets held pursuant to any such funding agreement, (iii) all contributions or premiums required to be made by Company or any Eligible Subsidiary to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations, (iv) all employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by Company or any Eligible Subsidiary and fully paid into the Canadian Pension Plans in a timely fashion, (v) all reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion, (vi) there have been no improper withdrawals, or applications of, the assets of any of the Pension Plans, (vii) no amount is owing by any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute, (viii) the Canadian Pension Plans are fully funded in accordance with applicable law both on an ongoing basis and on a solvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles), and (ix) none of the Canadian Pension Plans is the subject of an investigation, proceeding, action or claim and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim. Company and each Eligible Subsidiary shall (i) cause the Canadian Pension Plans to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable provincial pension benefits legislation, (ii) deliver to Laurus an undertaking of the funding agent for such Canadian Pension Plan stating that the funding agent will notify Laurus within seven (7) days of the failure of Company or any Eligible Subsidiary to make any required contribution to each Canadian Pension Plan, (iii) not accept payment of any amount from any Canadian Pension Plan (other than amounts on account of expenses reasonably incurred in connection with the operations of such Canadian Pension Plan) without the prior written consent of Laurus, (iv) not terminate, or cause to be terminated, any Canadian Pension Plan, if such plan would have a solvency deficiency on termination, (v) shall promptly provide Laurus with any documentation relating to the Canadian Pension Plans as Laurus may reasonably request, and (vi) shall promptly notify Laurus of (A) a material increase in the liabilities of any Canadian Pension Plan, (B) the establishment of a new registered pension plan or (C) the commencement of payments of contributions to any Canadian Pension Plan to which Company or any Eligible Subsidiary had not previously been paying or contributing.

Employees. Except as set forth on Schedule 4.14, neither the (a) The Company nor any of and its Subsidiaries has are not party to any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand, to the Company's knowledge’s Knowledge, threatened with respect there are no attempts to organize the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee employees of the Company or any Subsidiary. (b) The Company and its Subsidiaries are not delinquent in payments to any of its Subsidiariestheir employees for any wages, nor salaries, commissions, bonuses or other direct compensation for any consultant with whom service performed as of the date hereof or amounts required to be reimbursed to such employees. The Company has delivered to Purchaser copies of all employment agreements to which the Company or any a Subsidiary is a party (collectively, the “Employment Agreements”) and which have not previously been filed by the Company with the Commission. Except as set forth in Section 4.15(b) of the Disclosure Schedules, 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 termination of employment services. (c) Each Person who performs services for the Company or a Subsidiary has contractedbeen, and is, properly classified by the Company or such Subsidiary as an employee or an independent contractor. (d) To the Company's Knowledge, no employee or advisor of the Company or a Subsidiary is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such individual employee to be employed by, or to contract with, by the Company or any of its Subsidiaries such Subsidiary because of the nature of the business conducted or to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others, and the employment of the employees of the Company and its Subsidiaries does not subject the Company or the Company's stockholders to any of its Subsidiaries; and liability. There is neither pending nor, to the Company's knowledge the continued employment by the Company Knowledge, threatened any actions, suits, proceedings or any of its Subsidiaries of its present employeesclaims, and the performance of or, to the Company's and its Subsidiaries' contracts ’s Knowledge, any basis therefor or threat thereof with its independent contractorsrespect to any contract, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, covenant or subject obligation referred to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to in the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeespreceding sentence.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There To the Company's knowledge, there is no labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge knowledge, the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its their independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the The Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesCompany, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its SubsidiariesCompany. Except as set forth on Schedule 4.14, None of the Company nor its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesCompany, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither 2.10 of the Disclosure Schedule describes how many full-time employees and part-time employees the Company and each of the Subsidiaries employs. The Company and the Subsidiaries have complied with all applicable laws related to employment. Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended), deferred compensation arrangementagreement, severance agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan agreement or arrangement with any collective bargaining agent. No employees of the Company or the Subsidiaries are represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the Company’s knowledge, threatened labor dispute involving the Company or the Subsidiaries and any employee or group of its employees. To the Company's ’s knowledge, no officer, key employee or group of employees intend to terminate his, her or their employment with the Company or the Subsidiaries nor does the Company or the Subsidiaries have a present intent to terminate the employment of any officer, key employee or group of employees. No employee of the Company or the Subsidiaries has been granted the right to continued employment by the Company or the Subsidiaries or to any material compensation following termination of employment with the Company or the Subsidiaries. To the Company’s knowledge, no employee of the Company or any of its the Subsidiaries, nor any consultant with whom the Company or any of its the Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge ’s knowledge, the continued employment by the Company or any of its the Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective Each former employee of the Company or the Subsidiaries whose employment was terminated by the Company or the Subsidiaries has entered into an agreement with the Company or the Subsidiaries providing for the full release of any claims against the Company or the Subsidiaries or any related party arising out of such employment. The Company is not delinquent in payments to any of its Subsidiariesemployees, no employee consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesforegoing.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries No Borrower has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's each Borrower’s knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries no Borrower is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's each Borrower’s knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries a Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries a Borrower because of the nature of the business to be conducted by the Company or any of its Subsidiariesborrower; and to the Company's each Borrower’s knowledge the continued employment by the Company or any Borrower of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' Borrowers’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries No Borrower is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrowers. Neither the Company nor any of its Subsidiaries No Borrower has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesa Borrower, no employee of the Company or any of its Subsidiaries Borrowers has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesa Borrower. Except as set forth on Schedule 4.14, the Company is The Borrowers are not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement for its executive officers. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract with any executive officer, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or retirement agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, ’ employees is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) Section 3.22(a) of the Disclosure Schedule contains a true, correct and complete list of all written Contracts and other agreements and arrangements, including all amendments thereto, between any of the Acquired Companies and any employee or director, or former employee or director, of any of the Acquired Companies with regard to compensation or severance, including any agreement with regard to salary, wages, bonuses, commissions, change-of-control, pension, options, retirement, or profit-sharing (the “Company Employee Agreements”), except agreements which have expired by their terms or pursuant to the mutual agreement of the respective parties. The Company has delivered or made available to Buyer true, correct and compete copies of each Company Employee Agreement and each Proprietary Rights Agreement (as defined below) used by any of the Acquired Companies with respect to its directors, officers and employees or to which any employee, officer or director of any of the Acquired Companies is a party. (b) Section 3.22(b) of the Disclosure Schedule contains a true, correct and complete list of the following information for each employee of the Acquired Companies (broken down by entity), including each employee on leave of absence or layoff status: name; job title; current compensation paid or payable and any material change in compensation since January 1, 2013; vacation accrued; and service credited for purposes of vesting and eligibility to participate any of the Benefit Plans. (c) To the Knowledge of the Company, no employee or director of any of the Acquired Companies is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement (“Proprietary Rights Agreement”), between such employee or director and any other Person that in any way adversely affects or will affect (i) the performance of his or her duties as an employee or director of any of the Acquired Companies, or (ii) the ability of any of the Acquired Companies to conduct its business. To the Knowledge of the Company, no officer or other key employee of any of the Acquired Companies intends to terminate his or her employment with any of the Acquired Companies. (d) There are no retired employees or directors of any of the Acquired Companies, or any dependent thereof, who are receiving or are scheduled to receive benefits in the future from any of the Acquired Companies except to the extent required by COBRA or pursuant to a tax qualified retirement or savings plan sponsored by any of the Acquired Companies. (e) Each Person who renders, or has rendered, services to any of the Acquired Companies who is, or was, classified by any of the Acquired Companies as having the status of an independent contractor or other nonemployee status is, or was, so properly classified. (f) Except as set forth on Schedule 4.14Section 3.22(f) of the Disclosure Schedule, neither each of the Company nor employees of the Acquired Companies is so employed without any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orsuch employee or employer being required to obtain or maintain a US H1B or H2B Visa, to the Company's knowledgegreen card, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement temporary work visa or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeeswork permit.

Employees. Except (a) The Company has made available to Buyer a complete and correct list of all current salaried employees of the Company and its Subsidiaries having total annual compensation in excess of $100,000, showing for each: (i) name, (ii) hire date, (iii) current job title, (iv) the aggregate by such employee of all actual base salary, bonus, commission or other remuneration paid during 2014, (v) 2015 base salary level and 2015 target bonus and (v) indicating whether there has been any increase in compensation, bonus, incentive, or service award or any grant of any severance or termination pay or any other increase in benefits or any commitment to do any of the foregoing in an amount greater than $20,000 since January 1, 2015. (b) The Company has made available to Buyer complete and correct copies of (i) all existing severance, accrued vacation or other leave agreement, policies or retiree benefits of any such officer, employee or consultant, (ii) all the Company’s standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements and all such agreements not on the Company’s standard forms and (iii) all manuals and handbooks relating to employment policies applicable to any current director, manager, officer, employee or consultant of the Company or any of its Subsidiaries. The employment or consulting arrangement of each officer, employee or consultant of the Company and its Subsidiaries is, subject to applicable Laws involving the wrongful termination of employees, terminable at will (without the imposition of penalties or damages) by the Company or its Subsidiaries as set forth on Schedule 4.14the case may be. To the Knowledge of the Company, neither no executive or Key Employee of the Company or any of its Subsidiaries or any group of employees of the Company or any of its Subsidiaries has any plans to terminate employment with the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orexperienced (nor, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Knowledge of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in has it been threatened with) any such violation. Neither the Company nor any strike, slow down, work stoppage or material grievance, claim of its Subsidiaries is aware that any of its employees is obligated under any contract (including licensesunfair labor practices, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to collective bargaining dispute within the Company or any of its Subsidiariespast three years. Neither the Company nor any of its Subsidiaries has received committed any notice alleging that material unfair labor practice. The Company has no Knowledge of any such violation has occurred. Except for organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any its Subsidiaries. The Company and each of its Subsidiaries has been granted the right have paid in full to continued employment by the Company or any all of its Subsidiaries or employees all wages, salaries, commissions and bonuses due and payable to any material compensation following termination such employees. (d) To the Knowledge of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Company, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does all individuals who have performed services for the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key been classified as an employee or group of employeesan independent contractor pursuant to all applicable Laws, including, but not limited to, the Code and ERISA.

Employees. Except as set forth on Schedule 4.14, neither To the Company nor any best of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees Subsidiary is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere conflict with their duties such employee's obligation to use his best efforts to promote the interests of the Company or any Subsidiary or that would conflict with the Company's business as conducted or as proposed to be conducted. Neither the execution nor delivery of its Subsidiariesthis Agreement, nor the carrying on of the Company's business by the employees of the Company or any Subsidiary, nor the conduct of the Company's business as currently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. To the best of the Company's knowledge, no employee or consultant of the Company or any Subsidiary is in violation of any term of any employment contract, proprietary information and inventions agreement, noncompetition agreement or any other contract or agreement relating to the relationship of any such employee or consultant with the Company or any previous employer. To the best of the Company's knowledge, no officer of the Company or any Subsidiary nor any Key Employee (as hereinafter defined) of the Company or any Subsidiary, the termination of whose employment, either individually or in the aggregate, would have a Material Adverse Effect, has any intention of terminating his or her employment with the Company. Neither the Company nor any Subsidiary has any collective bargaining agreements with any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement and there is no labor-union-organizing activity pending or to the best of the Company's knowledge threatened with respect to the Company or any Subsidiary. For purposes of its Subsidiariesthis Agreement, no employee "Key Employee" means and includes each officer of the Company or any Subsidiary and each employee who contributes to the invention, design or authorship of its Subsidiaries has been granted the right to continued employment by the Company's Intellectual Property. The Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of and its Subsidiaries have a present intention complied in all material respects with all applicable laws relating to terminate the employment of any officerlabor, key employee or group including provisions relating to wage, hours, ERISA, equal opportunity, collective bargaining and the payment of employeessocial security and other taxes.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n) or in any of the Parent's SEC Reports or Exchange Act Filings, neither the Company it nor any of its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Parent's SEC Reports or Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement which, in any such case, provides for compensation in excess of $75,000 in any calendar year. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(N), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Eligible Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Eligible Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Eligible Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Eligible Subsidiaries is aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Eligible Subsidiaries. Neither the Company it nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Eligible Subsidiaries, no employee none of the Company its or any of its Subsidiaries Eligible Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Eligible Subsidiaries, as applicable, nor does the Company it or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14(a) The Disclosure Letter contains a list of: (i) the names, neither commencement date, title, annual salaries, other compensation (including any bonus or commission entitlements), any other benefits provided or which the Company nor or any Subsidiary is bound to provide (whether now or in the future) of all employees and officers of the Company or any Subsidiary and details of any other material terms and conditions of employment and contractors of such persons, all of which information is true and complete in all respects. None of the employees of the Company or any Subsidiary have indicated to any Management Seller, the Company or any Subsidiary, that he/she intends to resign or retire as a result of the transaction contemplated by this Agreement or otherwise within two (2) years after the Closing Date. (b) The Disclosure Letter contains an accurate and complete list of each Employee Plan and the Company and each Subsidiary has not made any commitments to establish new or to expand existing Employee Plans. The Company and each Subsidiary has performed all obligations required to be performed under the Employee Plans and each Employee Plan has been established and maintained in accordance with its Subsidiaries has any collective bargaining agreements terms and in compliance with any of its employeesall applicable Laws and Orders. There is are no labor union organizing activity pending actions, suits or claims which have been filed, or, to threatened or anticipated against any Employee Plan. Each Employee Plan can be amended, terminated or otherwise discontinued after the Company's knowledgeClosing Date in accordance with its terms, threatened with respect applicable Laws or Orders, without liability to the Company or any Subsidiary (other than ordinary administration expenses incurred in a termination event). There are no inquiries or proceedings that have been filed, or, threatened by any Governmental or Regulatory Authority with respect to any Employee Plan. The Management Sellers, the Company and each Subsidiary have furnished to the Purchaser copies of its Subsidiaries. all Employee Plans (and if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with the three most recent annual reports and most recent actuarial valuation report prepared in connection with any Employee Plan. (c) The Disclosure Letter contains a list of all contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending the Closing Date. (d) Except as disclosed set forth in the Exchange Act Filings Disclosure Letter, the Company and each Subsidiary have paid to the relevant Governmental and Regulatory Authority, all Taxes, all contributions and other levies due in respect of all of the Company’s and each Subsidiary’s employees and contractors (past and present) in respect of their employment or services up to the Closing Date. (e) With respect to each agreement with employees and contractors of the Company and each Subsidiary, the Company and each Subsidiary have duly performed and complied with all of their obligations (including, but not limited to, the making all payments for services rendered, and other benefits). The Company and each Subsidiary have duly complied with applicable employment regulations and Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and are not engaged in any unfair labor practices. Each of the contracts entered into with employees, consultants or contractors of the Company or any Subsidiary is enforceable against the parties to it in accordance with its terms and there is no party in breach of, or in default under, such contract. (f) Except as set forth in Section 3.13(f) of the Disclosure Letter, each of the employees and contractors of the Company and each Subsidiary have executed a contractual agreement that contains: (i) a confidentiality clause; and (ii) an assignment of all rights that each employee or contractor might have in any of the Intellectual Property to the Company or a Subsidiary. No employee or contractor has any rights to the Intellectual Property and IP Assets, including the right to receive royalties or other payments from the Company or any Subsidiary. (g) Neither the Company, any Subsidiary, nor any Management Seller has offered, promised or agreed for the future any variation in any employment or contractor/service agreement. Without limiting the generality of the preceding sentence, since June 30, 2006 there has been no material change in the remuneration or benefits of any executives, directors, officers or Key Employees of the Company or any Subsidiary. (h) Except as set forth in Section 3.13(h) of the Disclosure Letter, there is not in existence and neither the Company, any Subsidiary, nor any Management Seller has proposed or are proposing to introduce any bonus, profit sharing scheme, share option scheme, share incentive scheme or any other scheme or arrangement under which the employees, any contractors or any of them are or is or would be entitled to participate in the profits or shares of the Company or any Subsidiary. (i) There is no industrial action or dispute threatened or existing or anticipated in respect of or concerning any of the current or former employees of the Company or any Subsidiary relating to or based on Schedule 4.14any facts or circumstances (or part thereof) arising or existing prior to Closing (“Employee Litigation”). There are no facts or circumstances which are reasonably likely to result in such a dispute. (j) Each employee of the Company and any Subsidiary has been devoting 100% of his/her time during the Company’s or such Subsidiary’s business hours to the conduct of the Company’s or such Subsidiary’s business. (k) Except as set forth in Section 3.13(k) of the Disclosure Letter, neither no loans or other advances have been made to any director, officer, employee or contractor of the Company or any Subsidiary. All such advances were incurred and made in the ordinary course of business. (l) Except as set forth in Section 3.13(l) of the Disclosure Letter, since June 30, 2006, the Company and each Subsidiary has not considered dismissing any employee or terminating any contractor of the Company or such Subsidiary. Neither the Company nor any of its Subsidiaries is a party to or bound by Subsidiary has any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement outstanding severance or other employee compensation plan obligations or agreement. To agreements with respect to any former employee, consultant, officer or director. (m) The Company and each Subsidiary have no current or projected liability in respect of post-employment or post retirement health or medical or life insurance benefits for retired, former or current employees or the Company's knowledgeCompany or any Subsidiary. (n) Except as set forth in Section 3.13(n) of the Disclosure Letter, no employee or former employee of the Company or any Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of its Subsidiaries, nor any consultant with whom the Company vesting or any exercise of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because incentive award) as a result of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract transaction contemplated hereby. (including licenses, covenants or commitments of any natureo) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14in Section 3.13(o) of the Disclosure Letter, the there are no Transaction Incentives. The Company is not aware that any officer, key employee or group of employees intends and its Subsidiaries have no obligations to terminate his, her or their employment with the Company or any of its Subsidiariescurrent employees, nor does officers or directors for any bonus, commission or similar incentive associated with and payable as a result of the Company sale of Shares under this Agreement or any the consummation of its Subsidiaries have a present intention to terminate the employment of any officertransactions contemplated by this Agreement, key employee or group of employeesexcept for the Transaction Incentives.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. 5.13.1 Except as disclosed in the Exchange Act Filings Company Disclosure Schedule, (a) each Acquired Company is in full compliance with all Laws regarding employment, wages, hours, benefits, the payment of Taxes, occupational safety and health, in all material respects, except where the failure to so comply with all such Laws would not have a Material Adverse Effect; and (b) no Acquired Company is liable for the payment of any compensation, including severance payments or on Schedule 4.14other termination payments, neither the Company nor damages, Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of its Subsidiaries the foregoing Laws 5.13.2 To the knowledge of the Shareholder and CMN Management , no Key Employee is a party to, or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect (a) the performance of his or her duties as a director, officer or employee of such Acquired Company or (b) the ability of such Acquired Company to or bound by any currently effective conduct its business. 5.13.3 Each of the Key Employees and consultants to the Acquired Companies has executed and delivered to such Acquired Company a confidentiality and non-competition agreement and an employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan consulting agreement, as the case may be. To the knowledge of the Shareholder and CMN Management, no Key Employee or consultant of any Acquired Company has excluded works or inventions made prior to his or her employment with such Acquired Company from his or her employment agreement or consulting agreement. As requested by the Acquiror, the Company has delivered to the Acquiror the form of each confidentiality and non-competition agreement, and the employment agreement, or consulting agreement. To the Company's knowledgeknowledge of the Shareholder and CMN Management, no employee of the Company Key Employee or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement his or any other agreement relating to the right of any such individual to be employed byher non-competition agreement, or to contract withemployment agreement, or consulting agreement, as the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeescase may be, and the performance of the Company's Company will, and will cause each Acquired Subsidiary to, use its Subsidiaries' contracts with its independent contractors, will not result in best efforts to prevent any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as may be implied by law, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the knowledge of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of and its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries the continued employment by the Company or any and each of its Subsidiaries of its their present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither violation except for such violations which, individually or in the Company nor any aggregate, would not reasonably be expected to materially and adversely affect the assets, properties, financial condition, operating results or business of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesSubsidiaries (as such business is presently conducted and as it is proposed to be conducted). Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in Section 2.29 of the Company or any Schedule of its SubsidiariesExceptions, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officer, officer or key employee or group of employees intends to terminate his, his or her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, officer or key employee or group of employeesemployee.

Employees. Except (i) The Data Room contains a complete list of Company Employees with an annual aggregate compensation in excess of $200,000 per year, including their respective location, hire date, position, salary, benefits, current status (full time or part-time, active or non-active) as set forth on Schedule 4.14, neither the well as a list of all former Company nor any Employees that had an annual aggregate compensation in excess of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, $200,000 per year to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Principal Subsidiaries has contractedany obligations indicating the nature and the value of such obligations. (ii) The Company Disclosure Letter contains a list, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, for the Company or any and each of its Subsidiaries because Principal Subsidiaries, of the nature of the business to be conducted top 10 compensated Company Employees engaged by the Company or any of its Subsidiaries; and each such Principal Subsidiary in the year immediately prior to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance date hereof. As of the Company's and its Subsidiaries' contracts with its independent contractorsdate hereof, will not result in any no such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties employee has indicated to the Company or any such Principal Subsidiary that he or she intends to resign, retire or terminate his or her engagement with the Company or a Principal Subsidiary, as the case may be, as a result of its Subsidiaries. Neither the transactions contemplated by this Agreement or otherwise. (iii) As of the date hereof, except in any such case as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received Principal Subsidiary is a party to any notice alleging that Proceeding under any applicable Law relating to Company Employees or former Company Employees nor, to the Company’s knowledge, is there any factual or legal basis on which any such violation has occurredProceeding might be commenced. (iv) All written contracts in relation to any current Company Employee who is an officer of the Company or a senior executive of a division of the Company have been made available in the Data Room. Except for employees who have a current effective employment agreement Other than as set forth in the Company Disclosure Letter, no written contract in relation to any Company Employee listed in clause (i) above contains any specific provision in relation to any employee’s termination the application of which shall be triggered by the transactions contemplated in this Agreement. (v) The Company and each Principal Subsidiary is operating in material compliance with all occupational health and safety Laws in connection with its business. To the knowledge of the Company, there are no pending or threatened charges against the Company or any of Principal Subsidiary under occupational health and safety Laws relating to its Subsidiaries, business. There have been no employee fatal or critical accidents which have occurred in the course of the operation of the business since April 30, 2006 which is reasonably expected to lead to charges under applicable Law. The Company and each Principal Subsidiary has complied in all material respects with any orders, directives, judgments, decrees, injunctions, decisions, rulings, awards or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment writs of any officer, key employee or group of employeesGovernmental Entity issued under occupational health and safety Laws.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. (a) There is are no labor union organizing activity controversies pending or, to the Company's knowledgeknowledge of the Corporation threatened, threatened between the Corporation and any of its employees that are likely to have a material adverse effect on the business, financial condition, or results of operations of Corporation. The Corporation is not a party to any collective bargaining agreement with respect to any of its employees or any labor organization to which its employees or any of them belong. (b) Except as disclosed on Schedule 4.14, in the SEC Filings of the Corporation, or as otherwise specifically provided by this Agreement, there are no Understandings with respect to the Company employment of any officer or any employee of its Subsidiaries. the Corporation that are not terminable by the Corporation without liability on not more than thirty (30) days' notice. (c) Except as disclosed in the Exchange Act Financial Statements of the Corporation, in the SEC Filings of the Corporation, or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to all material sums due for employee compensation have been paid or bound by any currently effective employment contractaccrued and all employer contributions for employee benefits, including deferred compensation arrangementobligations, bonus and any benefits under any Employee Plan have been duly and adequately paid or provided for in accordance with plan documents. (d) Schedule 4.14 sets forth the name of each director, officer, employee, agent, or representative of the Corporation and every other Person entitled to receive any benefit, any increase in benefits, any acceleration of vesting or benefits, or any payment of any amount under any existing employment agreement, severance plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation benefit plan or agreement. To the Company's knowledge, no employee Understanding as a result of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation consummation of any term of any employment contracttransaction contemplated in this Agreement (other than financial advisors, proprietary accountants, attorneys, proxy solicitors, information agreement agents, printers, or any other agreement relating Persons providing services to the right Corporation or the Partnership of any a type customarily provided in connection with transactions like those contemplated by this Agreement), and with respect to each such individual to be employed byPerson, or to contract with, the Company or any of its Subsidiaries because of sets forth the nature of such benefit, increase, or acceleration, or the business to be conducted by amount of such payment, the Company event triggering the benefit increase, acceleration or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeespayment, and the performance date of, and parties to, such employment agreement, severance, or other benefit plan or Understanding. The Corporation has previously made available to the Partnership a complete and accurate listing of the Company's names and its Subsidiaries' contracts with its independent contractorscurrent annual salary rates of all Persons employed by the Corporation showing for each such Person the amounts paid or payable as salary, will not result in bonus payments, and any such violation. Neither indirect compensation for the Company nor any year ended March 31, 1997, the names of its Subsidiaries is aware that any all of its employees is obligated under any contract (including licensesthe directors and officers of the Corporation, covenants or commitments and the names of any nature) all Persons, if any, holding tax or other agreement, or subject to any judgment, decree or order powers of any court or administrative agency, that would interfere with their duties to attorney for the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesCorporation.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its their respective employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s and each of its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in the Company or any of its SubsidiariesSEC Reports, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, Neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the (a) The Company nor any of and its Subsidiaries has are not party to any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand, to the Company's knowledge’s Knowledge, threatened with respect there are no attempts to organize the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee employees of the Company or any Subsidiary. (b) The Company and its Subsidiaries are not delinquent in payments to any of its Subsidiariestheir employees for any wages, nor salaries, commissions, bonuses or other direct compensation for any consultant with whom service performed as of the date hereof or amounts required to be reimbursed to such employees. The Company has delivered to Purchaser copies of all employment agreements to which the Company or any a Subsidiary is a party (collectively, the “Employment Agreements”) and which have not previously been filed by the Company with the Commission. Except as set forth in Section 4.16(b) of the Disclosure Schedules, 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 termination of employment services. (c) Each Person who performs services for the Company or a Subsidiary has contractedbeen, and is, properly classified by the Company or such Subsidiary as an employee or an independent contractor. (d) To the Company's Knowledge, no employee or advisor of the Company or a Subsidiary is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such individual employee to be employed by, or to contract with, by the Company or any of its Subsidiaries such Subsidiary because of the nature of the business conducted or to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others, and the employment of the employees of the Company and its Subsidiaries does not subject the Company or the Company's stockholders to any of its Subsidiaries; and liability. There is neither pending nor, to the Company's knowledge the continued employment by the Company Knowledge, threatened any actions, suits, proceedings or any of its Subsidiaries of its present employeesclaims, and the performance of or, to the Company's and its Subsidiaries' contracts ’s Knowledge, any basis therefor or threat thereof with its independent contractorsrespect to any contract, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, covenant or subject obligation referred to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to in the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeespreceding sentence.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth To the Knowledge of any of the Seller and the directors and officers (and employees with responsibility for employment matters) of Master Products and its Subsidiaries, no executive, key employee, or group of employees has any plans to terminate employment with any of Master Products and its Subsidiaries. None of Master Products and its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. None of Master Products and its Subsidiaries has committed any unfair labor practice. None of the Seller and the directors and officers (and employees with responsibility for employment matters) of Master Products and its Subsidiaries has any Knowledge of any organizational effort presently being made or threatened against any of Master Products and its Subsidiaries by or on Schedule 4.14behalf of any labor union with respect to employees of any of Master Products and its Subsidiaries. There are no employment agreements, neither the Company nor oral or written, which are binding upon Master Products or any of its Subsidiaries has and there are no unpaid employee claims of any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company kind or nature against Master Products or any of its Subsidiaries. Except as disclosed Subsidiaries (except for rights of employees to receive accrued salary, wages, commissions or other compensation due to such employees for services previously rendered or reasonable business expenses incurred in the Exchange Act Filings or on Schedule 4.14Ordinary Course of Business). Without limiting the generality of the foregoing, neither the Company Master Products nor any of its Subsidiaries is a party to or otherwise bound by any currently effective employment contractagreement, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement understanding or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company undertaking which would (i) preclude Master Products or any of its Subsidiaries has contracted, is in violation from terminating the employment of any term of person on thirty (30) days or less notice (without any employment contractpremium, proprietary information agreement penalty, severance payment or any other agreement relating to the right of any such individual to be employed byadditional compensation or remuneration), or to contract with, the Company (ii) require Master Products or any of its Subsidiaries because of to pay any benefits, compensation, remuneration, salary, fee, bonus, severance or other payment to any employee following the nature of Closing, except for such amounts which Master Products (under the business Buyer's ownership) agrees to be conducted pay those employees who are retained by Master Products (under the Company Buyer's ownership) following the Closing. The foregoing representation is not meant to cover any obligations that Master Products may have under applicable law to pay compensation or any of its Subsidiaries; and benefits to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither employees following the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesClosing.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower has any no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the CompanyBorrower's knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the CompanyBorrower's knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries Borrower because of the nature of the business to be conducted by the Company or any of its SubsidiariesBorrower; and to the CompanyBorrower's knowledge the continued employment by the Company or any of its Subsidiaries Borrower of its present employees, and the performance of the CompanyBorrower's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries The Borrower is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrower. Neither the Company nor any of its Subsidiaries The Borrower has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesBorrower, no employee of the Company or any of its Subsidiaries Borrower has been granted the right to continued employment by the Company or any of its Subsidiaries Borrower or to any material compensation following termination of employment with the Company or any of its SubsidiariesBorrower. Except as set forth on Schedule 4.14, the Company Borrower is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.146.16, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge’s Knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Documents filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge’s Knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge ’s Knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their such employees duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.146.16, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Domestic Subsidiaries, nor any consultant with whom the Company or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company or any of its Domestic Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Domestic Subsidiaries of its present employees, and the performance of the Company's and its Domestic Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Domestic Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Domestic Subsidiaries. Neither the Company nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Domestic Subsidiaries, no employee of the Company or any of its Domestic Subsidiaries has been granted the right to continued employment by the Company or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company or any of its Domestic Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Domestic Subsidiaries, nor does the Company or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except (a) Section 3.17(a) of the Disclosure Letter sets forth the names and total number of employees of the Company and the Subsidiaries on the date of this Agreement and further indicates (i) the names and total number of employees of the Company and the Subsidiaries employed on the date of this Agreement on a permanent basis; and (ii) the names and total number of employees of the Company and the Subsidiaries employed on the date of this Agreement on a temporary basis. (b) Section 3.17(b) of the Disclosure Letter contains a list of all current salaried employees of the Company and the Subsidiaries as set forth on Schedule 4.14of the date of this Agreement, neither and correctly reflects their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. To the knowledge of the Company, no executive employee of the Company or any Subsidiary and no group of the Company's or any Subsidiary's employees has any plans to terminate his, her or their employment. The Company and each Subsidiary has complied in all material respects at all times with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes. Neither the Company nor any of its Subsidiaries Subsidiary has any collective bargaining agreements with any material labor relations problem pending, or to the knowledge of the Company, threatened and its employeeslabor relations are satisfactory. There is are no labor union organizing activity workers' compensation claims pending or, to the Company's knowledge, threatened with respect to against the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementSubsidiary. To the knowledge of the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor Subsidiary is subject to any consultant with whom the Company secrecy or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information noncompetition agreement or any other agreement relating to the right or restriction of any kind that would impede in any way the ability of such individual employee to be employed by, or to contract with, the Company or any carry out fully all activities of its Subsidiaries because of the nature such employee in furtherance of the business to be conducted by of the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the each Subsidiary. The Company or any of its Subsidiaries of its present own all Intellectual Property developed by their respective current and former employees, contractors and independent consultants during the performance period of their employment or within the Company's and its Subsidiaries' contracts with its independent contractorsscope of their contracting or consulting relationship, will not result in any such violation. Neither as the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licensescase may be, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no . No employee or former employee of the Company or any Subsidiary has any claim with respect to any Company Intellectual Property set forth in 3.14 of its Subsidiaries has been granted the right to continued Disclosure Letter. (c) The employment by of any terminated former employee of the Company or any Subsidiary has been terminated in accordance with any applicable contractual terms and applicable law, and the Company and the Subsidiaries do not have any liability under any contract or applicable law toward any such terminated employee. The consummation of its Subsidiaries the Merger or to any material compensation following termination of employment with the other transactions contemplated hereby will not cause the Company or any of its Subsidiaries. Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any person. (d) Except as set forth on Schedule 4.14in Section 3.17(d) of the Disclosure Letter, (i) there are no strikes, slowdowns, work stoppages or other labor controversies pending or, to the Company is not aware that any officerknowledge of the Company, key employee threatened in writing against or group otherwise affecting the employees or facilities of employees intends to terminate his, her or their employment with the Company or any Subsidiary; (ii) neither the Company nor any Subsidiary has experienced any labor strike, slowdown, work stoppage exceeding 24 hours or other material labor controversy involving its employees within the past two years; (iii) no labor representatives hold bargaining rights with respect to any employees of its Subsidiaries, nor does the Company or any Subsidiary, and there are no current or, to the knowledge of its the Company, threatened attempts to organize or establish any trade union or employee association with respect to the Company or any Subsidiary; (iv) the Company and each Subsidiary has paid in full to all employees all wages, salaries and commissions due and payable to such employees and has fully reserved on such Company's or such Subsidiary's accounts all amounts for wages, salaries and commissions due but not yet payable to such employees; (v) the Company and each Subsidiary has paid in full all social security, social welfare, payroll, national insurance or similar contributions or Taxes, and other contributions or Taxes due on wages, salaries, commissions and all other amounts paid to past or present employees; and (vi) there have been no lay-offs of employees or senior employees or work reduction programs undertaken by or on behalf of the Company or the Subsidiaries in the past two years, and no such programs have been adopted by any of the Company's or Subsidiaries' boards of directors or publicly announced. (e) The Disclosure Letter, under the caption referencing this Section 3.17(e), sets forth a present intention list of all employees of the Company who hold a temporary work authorization, including without limitation H-1B, F-1 or J-1 visas or work authorizations (the "Work Permits"), setting forth the name of the employees, the type of Work Permit and the length of time remaining on such Work Permit. With respect to terminate each Work Permit, all of the employment information that the Company provided to the Department of Labor and the Immigration and Naturalization Service (the "INS" ) in the application for such Work Permit was, to the Company's knowledge, true and complete at the time of filing and is, to the Company's knowledge, true and complete as of the date hereof. The Company received the appropriate notice of approval from the INS with respect to each such Work Permit. The Company has not received any notice from the INS or any other governmental authority that any Work Permit has been revoked. There is no action pending or threatened in writing to revoke or adversely modify the terms of any officer, key employee or group of employeesthe Work Permits.

Employees. (a) Section 2.19(a) of the Disclosure Schedule contains a list as of the date hereof of all employees of the Company and its Subsidiaries, along with the position, work location, scope of employment (i.e. full- or part-time), overtime payment, overtime classification (i.e. exempt or non-exempt), immigration status, date of hire, estimated or target annual incentive compensation and annual rate of compensation (or with respect to employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation) of each such person and employment status of each such person (including whether the person is on leave of absence and the dates of such leave). Section 2.19(a) of the Disclosure Schedule lists all employees of the Company or its Subsidiaries who perform services for the Company or its Subsidiaries outside of the United States. Section 2.19(a) of the Disclosure Schedule sets forth the policy of the Company and its Subsidiaries with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of January 31, 2018. Neither the Company nor its Subsidiaries has made any promises or commitments to any of its employees, whether in writing or not, with respect to any future changes or additions to their compensation or benefits. (b) Each current and former employee of the Company and its Subsidiaries has entered into the Company’s standard form of confidentiality and non-competition agreements and the Company’s standard form of Assignment of Inventions Agreement, copies of which forms have previously been delivered to the Buyer. To the Knowledge of the Company, no employee or former employee of the Company or its Subsidiaries is in violation of any term of any employment or service agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or its Subsidiaries or to the use of trade secrets or proprietary information of others. Except as set forth on Schedule 4.14Section 2.19(b) of the Disclosure Schedule, neither no employee of the Company or its Subsidiaries has given notice to the Company or its Subsidiaries, nor does the Company or its Subsidiaries otherwise have Knowledge, that any such employee intends to terminate his or her employment. The employment of each of the employees of the Company and its Subsidiaries is “at will”, and none of the Company nor any of its Subsidiaries has have any collective bargaining agreements with obligation to provide any particular form or period of notice prior to terminating the employment of any of its employees. (c) The Company and its Subsidiaries are and, at all times during the past three (3) years, have been in compliance in all material respects with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and are not, and have not at any time during the past three (3) years been, engaged in any unfair labor practice. The Company and its Subsidiaries have paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. There is are no labor union organizing activity pending claims against the Company or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. The Company and its Subsidiaries have no obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder, except for obligations that are not material in amount. There are no controversies pending or, to the Knowledge of the Company's knowledge, threatened with respect to threatened, between the Company or any of its Subsidiaries, on the one hand, and any of their respective employees, on the other hand, which controversies have or would reasonably be expected to result in any Legal Proceeding. Except as disclosed in the Exchange Act Filings The Company and its Subsidiaries have no obligation to re-instate any former employees or on Schedule 4.14, neither independent contractors. (d) Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement collective bargaining agreement or other Contract with a labor union or other employee compensation plan representative organization, nor has it experienced any actual or agreement. To threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. (e) Neither the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company director, officer or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Key Employee of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in or any such violation. Neither the Company nor Subsidiaries or any Affiliate of any of its Subsidiaries is aware that the foregoing, has any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement existing contractual relationship with the Company or its Subsidiaries other than as expressly set forth on Section 2.19(e) of the Disclosure Schedule or owns, directly or indirectly, individually or collectively, any interest in any entity which is in a business similar or competitive to the business of the Company and its Subsidiaries. (f) Section 2.19(f) of the Disclosure Schedule contains a list of all independent contractors engaged by the Company and its Subsidiaries as of the date hereof, along with the position, date of engagement, jurisdiction and location in which each such Person provides services to the Company and its Subsidiaries, no employee and rate of remuneration for each such Person. Section 2.19(f) of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment Disclosure Schedule lists each Contract with the Company or any and its Subsidiaries entered into with all such independent contractors. In addition, each current and former independent contractor has entered into the Company’s standard form of its Subsidiariesconfidentiality and non-competition agreement and the Company’s standard form of Assignment of Inventions Agreement, copies of which has previously been delivered to the Buyer. Except as set forth on Section 2.19(f) of the Disclosure Schedule, there are no independent contractors who have provided services to the Company for a period of six (6) consecutive months or longer. (g) Section 2.19(g) of the Disclosure Schedule 4.14sets forth a true, correct and complete list of all employees of the Company and its Subsidiaries providing services in the United States who are not citizens or permanent residents of the United States, and indicates immigration status and the date their work authorization is scheduled to expire. All other persons employed by the Company and its Subsidiaries in the United States are citizens or permanent residents of the United States. (h) In the three (3) years prior to the date of this Agreement, the Company is and its Subsidiaries have not aware that effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any officer, key employee similar Law) affecting any site of employment or group one or more facilities or operating units within any site of employees intends to terminate his, her employment or their employment with facility of the Company or its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of its Subsidiaries, nor does employment or facility of the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiaries.

Employees. Except as set forth on Schedule 4.144.15, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.15, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.15, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement agreements with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no The Company has not been provided written notice that any employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware has been provided written notice that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is has not aware been provided written notice that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.14 or other Schedules to this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no existing employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no (a) No employee of the Company and no Related Party is, or any of its Subsidiariesis now expected to be, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement patent disclosure agreement, non-competition agreement, or any other contract or agreement with any prior employer or any other person, corporation, or other entity or any restrictive covenant in such an agreement, or any obligation imposed by common law or otherwise, relating to the right of any such individual employee or Related Party to be employed by, or to contract with, by the Company or any of its Subsidiaries because of the nature of the business conducted or to be conducted by the Company or relating to the use of trade secrets or proprietary information of others because of the nature of the business conducted or to be conducted by the Company, and the continued employment of the Company's employees and/or Related Parties does not subject the Company or Purchaser to any liability for any such violation. (b) Each of its Subsidiaries; the Company's present or former employees who has had access to proprietary information of the Company has executed a Proprietary Information and to Property Agreement substantially in the form attached as Exhibit G hereto (each a "Proprietary Information Agreement"). The Schedule of Exceptions sets forth a complete list of the name and position of each person who has executed a Proprietary Information Agreement. To the best of the Company's knowledge the continued employment by and belief, no employee or former employee of the Company is, or any of its Subsidiaries of its present employees, and to the performance best of the Company's knowledge and its Subsidiaries' contracts with its independent contractorsbelief now is expected to be, will not result in violation of the terms of the Proprietary Information Agreement entered into by such employee or former employee, or of any other obligation relating to the use of confidential or proprietary information of the Company. Each of such violation. Neither Proprietary Information Agreements remains in full force and effect. (c) Section 3.20(c) of the Schedule of Exceptions describes all employment agreements to which the Company nor any is a party. Each of its Subsidiaries is aware that any such employment agreements remains in full force and effect. (d) The Schedule of its employees is obligated under any contract (including licensesExceptions sets forth the current compensation of each officer, covenants director or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company being paid (or any of its Subsidiaries has been granted the right to continued employment by whom the Company has agreed to pay) compensation at a rate of $65,000 per year or more. (e) To the best knowledge of the Company, no officer or key employee of the Company has any present intent of its Subsidiaries terminating such officer's or to any material compensation following termination of key employee's employment with the Company. (f) The Company is in material compliance with all laws regarding employment, wages, hours, equal opportunity, collective bargaining and payment of Social Security and other taxes. The Company is in material compliance with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards and has received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any of its Subsidiaries. such laws and regulations. (g) Except as set forth on the Schedule 4.14of Exceptions hereto, the employment of all persons and officers employed by the Company is not aware that terminable at will without any officer, key penalty or severance obligation of any kind on the part of the employer. All sums due for employee or group compensation and benefits and all vacation time owing to any employees of employees intends to terminate his, her or their employment with the Company have been duly and adequately accrued on the accounting records of the Company. All employees of the Company are either United States citizens or any of its Subsidiariesresident aliens specifically authorized to engage in employment in the United States in accordance with all applicable laws. (h) The Company has not experienced, nor does the it know of any basis for, any strike, labor troubles or strife, work stoppages or slow downs. The Company has not experienced, nor does it know or have reasonable grounds to 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 employees of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesCompany.

Employees. Except as set forth on (a) Schedule 4.144.12 attached hereto contains a list of all of the officers and directors of the Company and each of its Subsidiaries, neither and other Designated Persons. Schedule 4.12 also contains a list of all written employment agreements and noncompetition agreements to which the Company or any of its Subsidiaries is a party, and all noncompetition agreements of which the Company has knowledge to which any director, officer or employee of the Company in a party. (b) Neither the Company nor any of its Subsidiaries is bound by or subject to any contract, commitment or arrangement with any labor union, and to the Company's knowledge, no labor union has requested, sought or attempted to represent any collective bargaining agreements with employees, representatives or agents of the Company or any of its employeesSubsidiaries. There is no strike or other labor union organizing activity dispute involving the Company or any of its Subsidiaries pending or, to the Company's knowledge, threatened with respect to threatened, nor is the Company aware of any labor organization activity involving its employees or those of any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the The Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any Designated Person intends to terminate his or her employment or engagement with the Company, nor does the Company have any present intention to terminate the employment or engagement of its employees any Designated Person. (c) No Designated Person is obligated under any contract agreement (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with their the use of his or her best efforts to carry out his or her duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination promote the interests of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have or that would conflict in any material respect with the business or any of its Subsidiaries as now conducted or proposed to be conducted. The carrying on of the business of the Company or any of its Subsidiaries by the Designated Persons and the conduct of the Company's business as presently conducted or proposed, will not, to the Company's knowledge, conflict with or result in a present intention to terminate the employment breach of any officerof the material terms, key employee conditions or group of employeesprovisions of, or constitute a default under, any material contract, covenant or instrument under which any such Designated Person is now obligated.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its key employees. There is no labor labour union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ key employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present key employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for key employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ key employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements agreement with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledgeknowledge of the Company or any of its Subsidiaries, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings Section 2.14 of Schedule I, no employee has any agreement or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementwritten or verbal, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementregarding his employment. To the Company's knowledgeknowledge of the Company and each of its Subsidiaries, no employee of the Company or any and each of its Subsidiaries, nor any consultant with whom the Company or any and each of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information patent disclosure agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries, the continued employment by the Company or any of and its Subsidiaries of its present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any as set forth in Section 2.14 of its SubsidiariesSchedule I, each employee is employed on an "at will" basis and has no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officerofficer or key employee, key employee or that any group of employees key employees, intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or nor any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of key employees. Neither the Company nor any of its Subsidiaries has ever maintained, sponsored or contributed to, or been obligated to contribute to, any employee pension benefit plan as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended.

Employees. Except (a) Section 3.16(a) of the Company Disclosure Schedule sets forth an accurate and complete list of each employee of the Company or any of its Subsidiaries as set forth on Schedule 4.14of the date of this Agreement whose annual base salary as of the date of the Agreement is at least $100,000, neither including such employee’s name, title, principal location of employment, annual base salary, commission, and any other cash compensation or bonus opportunity. The services provided by each such employee are terminable at the will of Company or its Subsidiary employing such individual. (b) Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employeesemployees and no such agreements are being negotiated by the Company. There is no pending demand for recognition or any other request or demand from a labor union organizing activity pending or, to the Company's knowledge, threatened organization for representative status with respect to any employee of the Company or any of its Subsidiaries. Except as disclosed in Subsidiaries or, to the Exchange Act Filings or on Schedule 4.14Knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. threatened. (c) To the Knowledge of the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries such Subsidiary because of the nature of the business to be conducted by the Company or any of its SubsidiariesBusiness; and and, to the Knowledge of the Company's knowledge , the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and contracts of the Company or any of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. . (d) Except for employees who have a current effective employment agreement with as set forth on Section 3.16(d) of the Company or any of its SubsidiariesDisclosure Schedule, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company (other than unpaid wages, salary, incentive compensation or any benefits accrued prior to the date of its Subsidiariessuch termination). Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key executive officer of the Company or any employee or group listed on Section 3.16(a) of employees the Company Disclosure Schedule presently intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officerexecutive officer of the Company or any employee listed on Section 3.16(a) of the Company Disclosure Schedule. (e) Except as set forth on Section 3.16(e) of the Company Disclosure Schedule, key at all times within the year prior to the Agreement Date, and to the Company’s Knowledge, within the period commencing four years prior to the Agreement Date and ending one year prior to the Agreement Date, (i) the Company and its Subsidiaries have been in compliance in all material respects with all applicable Laws (including, for the avoidance of doubt, applicable Laws of any foreign jurisdictions where employees are employed) respecting labor, employment, fair employment practices, workplace safety and health, terms and conditions of employment, and wages and hours, including without limitation with respect to the classification of employees for overtime pay eligibility and the payment of overtime pay to nonexempt employees; (ii) neither the Company nor any of its Subsidiaries has been delinquent in any payments to any employee for any wages, salaries, commissions, bonuses, fees or group other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees; (iii) there have been no formal grievances, complaints or charges with respect to employment or labor matters (including allegations of employeesemployment discrimination, retaliation or unfair labor practices) pending or, to the Company’s Knowledge, threatened against the Company or its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (iv) none of the employment policies or practices of the Company or any of its Subsidiaries has been audited or investigated or, to the Knowledge of the Company and its Subsidiaries, is subject to imminent audit or investigation by any governmental authority; (v) the Company and its Subsidiaries have been in material compliance with the requirements of the Immigration Reform Control Act of 1986; and (vi) all Persons performing services for the Company and its Subsidiaries as independent contractors have been properly classified as independent contractors rather than employees for purposes of all applicable Laws (including, for the avoidance of doubt, applicable Laws of any foreign jurisdictions where employees are employed).

Employees. Except (a) A list of each of the employees and independent contractors of each of the Companies as set of March 30, 2012, setting forth the name, department, title, employment or engagement commencement date, current salary or compensation rate for each such person and total compensation (including bonuses) paid to each such person for the fiscal year ended December 31, 2011, has been made available to Buyer. Unless indicated in such list, no salaried employee or independent contractor included in such list (i) is currently on Schedule 4.14leave, neither the Company nor any (ii) has given written notice of its Subsidiaries has any collective bargaining agreements his or her intent to terminate his or her relationship with any of the Companies, or (iii) has received written notice of such termination from any of the Companies. To the Knowledge of the Company, no salaried employee or independent contractor (but specifically excluding all account executives) included in such list that earned an aggregate amount of compensation in excess of $75,000 in the 2011 calendar year intends to terminate his or her relationship with any of the Companies within six (6) months following the Closing Date. Schedule 3.16 sets forth all proceedings, governmental investigations or administrative proceedings of any kind against the Company or any Subsidiary of which the Company or any Subsidiary has been notified regarding its employeesemployees or employment practices, or operations as they pertain to conditions of employment within two (2) years preceding the date of this Agreement. (b) None of the Companies are party to any contract or arrangement between or applying to, one or more employees and a trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to its respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or local agreement. To the Knowledge of the Company, there are no activities or proceedings by any labor organization, union, group or association or representative thereof to organize any such employees or any threats thereof. There is are no labor union organizing activity material lockouts, strikes, slowdowns, pickets, work stoppages or, to the Knowledge of the Company, threats thereof by or with respect to any employees of any of the Companies nor have there been during the three (3) years preceding the date of this Agreement any such lockouts, strikes, slowdowns, pickets or work stoppages. (c) In the three (3) years prior to the date hereof, none of the Companies has effectuated (i) a “plant closing” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Companies or (ii) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of any of the Companies with respect to any site of employment or facility of any of the employees of any of the Companies. (d) There are no pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Knowledge of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor threatened claims or proceedings against any of its Subsidiaries is aware that any of its employees is obligated the Companies under any contract worker’s compensation policy or long-term disability policy. (including licenses, covenants or commitments of any naturee) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that Except as would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who not have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Material Adverse Effect, the Company is not aware that any officer, key employee Companies have properly classified all of their employees as exempt or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesnon-exempt.

Employees. Except as set forth on Schedule 4.14, neither (a) Section 3.15 of the Company nor Disclosure Schedule lists, as of the date of this Agreement, (i) the names of all current employees (including part-time employees, temporary employees and employees on leave of absence), of any of its Subsidiaries has the Acquired Companies (the “Company Employees”); and (ii) the date each Company Employee was hired by the applicable Acquired Company, the title of each Company Employee, the Acquired Company in which such employee is employed, the Acquired Company’s facility or location in which such Company Employee performs services for such Acquired Company, the current annualized compensation of each Company Employee (including breakdown of base salary, bonus and other compensation), any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orGovernmental Authorization that, to the Company's knowledge’s Knowledge, threatened is held by such Company Employee and that relates to or is useful in connection with respect to the Company or business of the Acquired Companies and all Contracts between any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Acquired Companies and such Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. Employee. (b) To the Knowledge of the Company's knowledge, no employee none of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees Employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order Order of any court or administrative agency, that would interfere with their such Company Employee’s duties to the applicable Acquired Company or that would conflict with the Acquired Companies’ business as presently proposed to be conducted. To the Knowledge of the Company, no officer or key employee of any of its Subsidiaries. Neither the Company nor Acquired Companies is subject to any Order of its Subsidiaries has received any notice alleging court or government agency or instrumentality that prohibits such officer or other employee from engaging in or continuing any such violation has occurred. Except for employees who have a current effective employment agreement with conduct, activity or practice relating to the Company or any of its Subsidiaries, no employee business of the Acquired Companies. No Company or any of its Subsidiaries Employee has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with any of the Acquired Companies. (c) To the Knowledge of the Company, no Company Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract that may have a material effect on the: (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Acquired Companies; or (B) business or operations of the Acquired Companies. (d) No Acquired Company is engaged, and each of the Acquired Companies has never been engaged, in any unfair labor practice of any material nature. As of the date of this Agreement, none of the Acquired Companies is a party to, and has no duty to bargain for, any collective bargaining agreement, collective labor agreement or other Contract with a labor organization, works council, trade union or other organization or body representing or involving any Company Employees, and there are no labor organizations, works councils, trade union or other organization or body representing, purporting to represent or, to the Knowledge of the Company, seeking to represent any Company Employees. There has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Acquired Companies or any Company Employee in connection with his or her employment with the Company. There has been no dispute between any of the Acquired Companies and any group of the Company Employees and there has been no effort on the part of any labor union to organize any Company Employees. There is not now pending, no event has occurred and no circumstance or condition exists, and, to the Knowledge of the Company, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. There is no claim or grievance pending or, to the Knowledge of the Company, threatened relating to any employment Contract, wages and hours, plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Company Employee, including charges of unfair labor practices or harassment complaints. (e) Section 3.15(e) of the Company Disclosure Schedule accurately identifies each former employee of any of the Acquired Companies who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from an Acquired Company or otherwise) relating to such former employee’s employment with any of the Acquired Companies, except for benefits that a licensed insurance company is obligated to pay whether or not any of the Acquired Companies or such individual pays any premium after the Closing Date; and Section 3.15(e) of the Company Disclosure Schedule accurately describes such benefits. (f) The employment of each of the Company Employees is terminable by the applicable Acquired Company at will, without payment of severance or other termination benefits. The Company has delivered or made available to Parent or its Subsidiariescounsel accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other written materials relating to the employment of the current and former employees of all the Acquired Companies. (g) To the Knowledge of the Company: (i) no Company Employee intends to terminate his employment with the applicable Acquired Company; and (ii) no Company Employee has received an offer to join a business that may be competitive with the business of any of the Acquired Companies. (h) Section 3.15(h) of the Company Disclosure Schedule sets forth, with respect to each independent contractor of any of the Acquired Companies whose Contract is not fully performed by both parties: (i) the name of such independent contractor, the Acquired Company for which such contractor provides services, and the date as of which such independent contractor was originally hired by the applicable Acquired Company; (ii) a brief description of such independent contractor’s duties and responsibilities and the location or facility in which such independent director performs his services for the applicable Acquired Company; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Acquired Companies with respect to services performed in 2015; (iv) the material terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any of the business of the Company. (i) None of the current or former independent contractors of any of the Acquired Companies could properly be expected to be reclassified as an employee by any Governmental Body. Except as set forth on Schedule 4.14, in Section 3.15(i) of the Company is not aware that Disclosure Schedule, (A) there are not, and at no time have been, any officer, key employee or group of employees intends independent contractors who have provided services to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company Acquired Companies for a period of six consecutive months or longer; and (B) none of the Acquired Companies has ever had any (1) leased employees or (2) temporary employees who have been employed by any of its Subsidiaries have the Acquired Companies for a present intention to terminate the employment period of six consecutive months or longer. No independent contractor of any officer, key employee or group of employeesthe Acquired Companies is eligible to participate in any Company Employee Plan. (j) The Company has in good faith classified each of its employees and independent contractors for Tax and other employment-related purposes.

Employees. Except as set forth on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the any Company or any of its Domestic Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's ’s knowledge, no employee none of the Company its or any of its Domestic Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Domestic Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Domestic Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Domestic Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its Domestic Subsidiaries is aware that any of its or any of its Domestic Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Domestic Subsidiaries. Neither the No Company nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the a Company or any of its Domestic Subsidiaries, no employee none of the Company its or any of its Subsidiaries Domestic Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the no Company nor any of its Domestic Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Domestic Subsidiaries, as applicable, nor does the Company it or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) Except as set forth on in Schedule 4.142.28 of the Disclosure Schedule, ------------- neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective (i) employee collective bargaining agreement, employment contractagreement, consulting, advisory or service agreement, deferred compensation arrangementagreement, bonus confidentiality agreement or covenant not to compete; (ii) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (i)); or (iii) benefit plan or bonus, profit sharing, deferred compensation, incentive, stock option or stock purchase, or paid time off for sickness plan, incentive planprogram or arrangement with respect to their employees. Except as set forth in Schedule 2.28 of the Disclosure Schedule, profit sharing plan, retirement agreement neither the ------------- Company nor any Subsidiary is a party to or bound by any severance plan or program or other employee compensation plan or agreementseverance arrangement for their employees. To The consummation of the Company's knowledge, no transactions contemplated by this Agreement will not result in any severance liability to any employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. . (b) Neither the Company nor any Subsidiary has engaged in any unfair labor practice, unlawful employment practice or unlawful discriminatory practice in the conduct of its business which would have a Material Adverse Effect. The Company and its Subsidiaries is aware have complied in all material respects with all applicable legal requirements relating to prices, wages, hours and collective bargaining and have complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes; and based in part upon the representations of such employees, the Company believes that the Company and its Subsidiaries have withheld all amounts required by law or agreement to be withheld from the wages or salaries of employees and are not liable for any arrears of wages or any taxes or penalties for failure to comply with any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, the foregoing that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee Material Adverse Effect. The relations of the Company and its Subsidiaries with their respective employees are satisfactory and none of such companies is a party to or, to the knowledge of the Company, threatened with any dispute or controversy with a union or with respect to unionization or collective bargaining, involving any of its Subsidiaries has been granted the right to continued employment by such companies. There is no strike or other labor dispute involving the Company or any of its Subsidiaries pending, or to any material compensation following termination the knowledge of employment with the Company threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of ' employees.

Employees. Except as set forth on Schedule 4.14(A) The Company and its subsidiaries do not have, neither the Company nor any of its Subsidiaries has and never have had, any collective bargaining agreements with any of its employeesemployees and there are no collective bargaining agreements which pertain to employees of the Company or its subsidiaries. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiariessubsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party Hours worked by and payment made to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee employees of the Company or any of and its Subsidiaries, nor any consultant subsidiaries have been in compliance with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement Fair Labor Standards Act or any other agreement relating to the right of any such individual to be employed by, applicable labor or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violationlaw. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiariessubsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. There are no complaints or charges against the Company or its subsidiaries pending or, to the Company's knowledge, threatened to be filed with any governmental authority or arbitrator based on, arising out of or in connection with, or otherwise relating to, the employment or termination of employment by the Company or its subsidiaries of any individual. (B) Except as disclosed in the SEC Reports and the Disclosure Statement, the Company and its subsidiaries have no pension, retirement, savings, deferred compensation, and profit-sharing plan and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, or other similar plan and any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), under which the Company or its subsidiaries has any current or future obligation or liability or under which any employee or former employee (or beneficiary of any employee or former employee) of the Company or its subsidiaries has or may have any current or future right to benefits on account of employment with the Company or its subsidiaries (the term "plan" shall include any contract, agreement, policy or understanding, each such plan being hereinafter referred to individually as a "Plan"). Each Plan intended to be tax qualified under Sections 401(a) and 501(a) of the Code is, and has been determined by the IRS to be, tax qualified under Sections 401(a) and 501(a) of the Code and, since such determination, no amendment to or failure to amend any such Plan or any other circumstance adversely affects its tax qualified status. There has been no prohibited transaction within the meaning of Section 4975 of the Code and Section 406 of Title I of ERISA with respect to any Plan. (C) Except as disclosed in the SEC Reports or the Disclosure Statement, no Plan is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. During the past five years, neither the Company or its subsidiaries nor any business or entity then controlling, controlled by, or under common control with the Company or its subsidiaries contributed to or was obliged to contribute to an employee pension plan that was subject to Title IV of ERISA. (D) Except as disclosed in the SEC Reports or the Disclosure Statement, the Company has satisfied all funding, compliance and reporting requirements for all Plans. With respect to each Plan, the Company and its subsidiaries have timely paid all contributions (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the Financial Statements. The Company and its subsidiaries have no liabilities, contingent or otherwise, including without limitation, liabilities for retiree health, retiree life, severance or retirement benefits, which are not fully reflected on the Company's or Centra's most recent balance sheet contained in the SEC Reports or the Disclosure Statement, or not fully funded. The Company and its subsidiaries have not terminated any "employee pension benefit plan" as defined in Section 3(2) of ERISA or incurred or expects to incur any outstanding liability under Title IV of ERISA. (E) Except as disclosed in the SEC Reports or the Disclosure Statement, no Plan provides or is required to provide, now or in the future, health, medical, dental, accident, disability, death or survivor benefits to, or in respect of, any person beyond termination of employment, except to the extent required under any state insurance law or under Part 6 of Subtitle B of Title I of ERISA and under Section 4980(B) of the Code. No Plan covers any individual other than employees of the Company or its subsidiaries, other than dependents or spouses of employees under health and child care policies. (F) None of the execution and delivery of this Agreement or the Registration Rights Agreement by the parties thereto, the performance by any party to this Agreement or the Registration Rights Agreement of their respective obligations or undertakings contemplated thereunder, or the consummation of the transactions contemplated thereby will (i) entitle any employee of the Company or its subsidiaries to severance pay or termination benefits or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or former employee.

Employees. Except as set forth on Schedule 4.1412(n) or as disclosed in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n) or as disclosed in any Exchange Act Filings, the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) Except as set forth on Schedule 4.14in SCHEDULE 3.33, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, persons who provide services to STI neither the Company STI nor any of its Subsidiaries Affiliate is a party to any employment, consulting or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information severance agreement or any other agreement arrangement relating to the right business of any such individual to be employed bySTI, written or to contract withoral, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesproviding for compensation for services, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company STI or any Affiliate is indebted, and as of its Subsidiaries has been granted the right Closing will not be indebted, to continued employment by the Company STI or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Affiliate. (b) Except as set forth on Schedule 4.14in SCHEDULE 3.33, the Company is consummation of the transactions contemplated by this Agreement will not aware that entitle any officer, key employee or group former employee of employees intends to terminate his, her or their employment with the Company STI or any Affiliate to any severance pay, unemployment compensation or similar payment or increase the amount, or accelerate the time for payment or vesting, of its Subsidiariesany compensation due to any such employee or former employee. (c) To the knowledge of STI, nor does the Company no officer or employee of STI or any Affiliate is a party to any agreement for the benefit of its Subsidiaries have a present intention any person other than STI containing any prohibition or restriction on engaging in any business, competing or soliciting customers relating to terminate the business of STI. (d) STI has complied with all applicable laws, regulations, rules, judgments, orders and decrees relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums, and has paid or accrued all wages and benefits required by any officeremployment contract or collective bargaining agreement, key employee or group any applicable law, regulation, rule, judgment, order or decree or by the policies or procedures of STI. STI has withheld and paid to the appropriate governmental authorities all amounts required to be withheld from its employees. STI has properly classified all independent contractors. STI has complied with all of its employment verification obligations pursuant to INA 274A, 8 USC 1324a, by completing Employment Eligibility Verification, Form I-9, for all of its employees including an examination of each employee's documentation and verification of the employee's eligibility to work in the United States of America. (e) All accrued obligations of STI for payments due to trusts or other funds or to any governmental agency or authority with respect to unemployment compensation benefits, social security benefits or any other benefits for their employees have been paid or adequate accruals therefor have been made in the most recent Financial Statements. (f) All reasonably anticipated obligations of STI for vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to persons rendering services to STI have been paid or adequate accruals therefor have been made in the most recent Financial Statements as required by GAAP.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Domestic Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Domestic Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Domestic Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Domestic Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Domestic Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Domestic Subsidiaries is aware that any of its or any of its Domestic Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Domestic Subsidiaries. Neither the Company it nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Domestic Subsidiaries, no employee none of the Company its or any of its Subsidiaries Domestic Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Domestic Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Domestic Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Domestic Subsidiaries, as applicable, nor does the Company it or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.146.16 or except, neither in the case of USELL, as disclosed in the Exchange Act Filings, no Company nor any of its their Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the any Company's knowledge’s Knowledge, threatened with respect to the any Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings SEC Documents filed prior to the date of this Agreement or on Schedule 4.146.16, neither the no Company nor any of its their Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's knowledge’s Knowledge, no employee of the any Company or any of its Subsidiaries, nor any consultant with whom the any Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the any Company or any of its Subsidiaries because of the nature of the business to be conducted by the any Company or any of its Subsidiaries; and to the each Company's knowledge ’s Knowledge the continued employment by the each Company or any of and its Subsidiaries of its their present employees, and the performance of the each Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its their Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the such Company or any of its Subsidiaries. Neither the No Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the any Company or any of its Subsidiaries, no employee of the any Company or any of its Subsidiaries has been granted the right to continued employment by the any Company or any of its Subsidiaries or to any material compensation following termination of employment with the any Company or any of its Subsidiaries. Except as set forth on Schedule 4.146.16, the no Company is not aware has any Knowledge that any officer, key employee or group of employees intends to terminate his, her or their employment with the such Company or any of its Subsidiaries, nor does the any Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There Except as disclosed in the Exchange Act Filings, there is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company To its knowledge, neither it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(q), the Company neither it nor any of its Subsidiaries is not aware that any executive officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any executive officer, key employee or group of employees.

Employees. Except as set (a) Schedule 3.16, Part (a) sets forth on Schedule 4.14all proceedings, neither the Company nor governmental investigations or administrative proceedings of any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to kind against the Company or any Subsidiary of which the Company or any Subsidiary has been notified regarding its current employees or employment practices, or operations as they pertain to conditions of employment within two (2) years preceding the date of this Agreement. (b) Schedule 3.16, Part (b) sets forth a list as of the date hereof of all current employees of the Company and each of its Subsidiaries. Except as disclosed in , along with the Exchange Act Filings or on Schedule 4.14, neither position and the Company nor any annual rate of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred base compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no and date of hire of each such person. (c) No current employee of the Company or any of its Subsidiaries, nor Subsidiaries is subject to any consultant collective bargaining agreement relating to their employment with whom the Company or any of its Subsidiaries has contractedSubsidiaries, is in violation of any term of any employment contractand, proprietary information agreement or any other agreement relating to the right of any such individual Company’s Knowledge, there is no union or other labor organization which, pursuant to applicable law, must be employed by, notified or to contract with, the Company consulted or any of its Subsidiaries because of the nature of the business with which negotiations need to be conducted by operation of law in connection with the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Subject Transactions. (d) Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments the subject of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, proceeding asserting that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted committed an unfair labor practice or that is seeking to compel it to bargain with any labor union or other labor organization, and there is not pending or, to the right to continued employment by Sellers’ Knowledge, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries that individually or in the aggregate, would be reasonably expected to any result in material compensation following termination liability to the Company. The Company and its Subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations (domestic and foreign) respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, in each case, with respect to its employees , except for such instances of noncompliance as would not be material. Each employee of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of and its Subsidiaries have a present intention is, to terminate the employment of any officerCompany’s Knowledge, key employee or group of employeesin material compliance with all applicable visa and work permit requirements.

Employees. Except as set forth on Schedule 4.14, neither (a) Section 2.21(a) of the Company nor Disclosure Letter contains a list of all employees of the Company and each of its Subsidiaries, along with the position and the annual rate of compensation (and the portions thereof attributable to salary, bonus and other compensation respectively) of each such employee. Any accruals for incentive bonuses to employees of the Company and each of its Subsidiaries for the current or prior fiscal year are accurately reflected on the Financial Statements. Each current and past employee of the Company or any of its Subsidiaries has any collective bargaining agreements entered into a confidentiality and assignment of inventions agreement with the Company or such Subsidiary, a copy or form of which has previously been made available to Buyer. Section 2.21(a) of the Company Disclosure Letter contains a list of all employees of the Company or any of its employees. There is no labor union organizing activity pending or, Subsidiaries who are a party to the Company's knowledge, threatened a non-competition and/or non-solicitation agreement with respect to the Company or any of its Subsidiaries. Except as disclosed , other than terms of non-competition or non-solicitation included in the Exchange Act Filings or on Schedule 4.14Company’s standard employment, neither confidentiality and assignment of inventions agreements; copies of such agreements have previously been made available to the Buyer. All of the agreements referenced in the two preceding sentences will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. (b) Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementnor has any of them experienced any strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement claims of unfair labor practices or other employee compensation plan collective bargaining disputes. The Company has no knowledge of any organizational effort made or agreement. To the Company's knowledge, no employee threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract . (including licenses, covenants or commitments of any naturec) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received breached or violated in any notice alleging that material respect any (i) Law respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such violation has occurredLaw respecting employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, or (ii) employment agreement; and no claims, controversies, investigations, audits or suits are pending or, to the Company’s knowledge, threatened, with respect to such Laws, regulations, or agreements, either by private individuals or by Governmental Entities. Except for All employees who have a current effective employment agreement with of the Company or any and its Subsidiaries who are employed in the United States are employed on an at-will basis. To the knowledge of its Subsidiariesthe Company, no employee of Key Employee has provided the Company or any of its Subsidiaries has been granted the right written notice that any such Key Employee plans to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of terminate such Key Employee’s employment with the Company or any of its Subsidiaries. (d) The Company and its Subsidiaries have properly classified all of their service providers as either employees or independent contractors and with respect to employees as either exempt or non-exempt employees under applicable Law. Except as set forth on Schedule 4.14, The Company and its Subsidiaries have withheld and paid to the appropriate governmental authorities all amounts required to be withheld from compensation paid to their employees and no claim has been made against the Company or any of its Subsidiaries or, to the knowledge of the Company, is not aware currently threatened for any arrears of Taxes, penalties or other sums for failure to withhold and pay applicable Taxes. There is no claim against the Company or any of its Subsidiaries with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s knowledge, threatened by any officer, key employee current or group former employees or independent contractors of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does . All Persons who have performed services for the Company or any of its Subsidiaries while classified as independent contractors have satisfied the requirements of Law to be so classified, and the Company and its Subsidiaries have issued to all of their respective independent contractors IRS Forms 1099 that fully and accurately report the independent contractors’ compensation. (e) Section 2.21(e) of the Company Disclosure Letter sets forth a present intention true, correct and complete list of all current employees of the Company and any Subsidiary working in the United States who are not citizens or permanent residents of the United States, and indicates the immigration status of each individual and the date work authorization is scheduled to terminate expire. All other Persons employed by the Company or any Subsidiary in the United States are citizens or permanent residents. Section 2.21(e) of the Company Disclosure Letter sets forth a true, correct and complete list and description of all expatriate Contracts that the Company or any Subsidiary has in effect with any employee, as well as all employment contracts and independent contractor arrangements covering any individuals providing services outside the United States. Each employee of the Company or any officerSubsidiary working in a country other than one of which such employee is a national has a valid work permit or visa enabling him or her to work lawfully in the country in which such individual is employed. (f) Section 2.21(f) of the Company Disclosure Letter sets forth the policy of the Company and any of its Subsidiaries with respect to accrued vacation (including carryover limits), key accrued sick time, earned time off and the amount of such liabilities as of September 30, 2012. (g) There are no amounts of compensation outstanding (including bonuses, vacation pay and other liabilities accrued through the date hereof) to any employee or group former employee of employeesthe Company or any Subsidiary (other than accrued amounts representing salary or bonus entitlements due for the current pay period or for the reimbursement of legitimate business expenses).

Employees. (a) Each employee, consultant and officer of the Company and its Subsidiaries has on or prior to the date hereof executed a Proprietary Information and Inventions Agreement in the form attached as Exhibit C. The Company is not aware that any of its or any Subsidiary's employees, consultants or officers is in violation thereof. (b) Except as set forth in Schedule 2.15, no employee of the Company or its Subsidiaries has an employment agreement or understanding, whether oral or written, with the Company or such Subsidiary which is not terminable on notice by the Company or such Subsidiary without cost or other liability to the Company or such Subsidiary. Except as set forth in Schedule 2.15, no employee of the Company or its Subsidiaries has advised the Company or its Subsidiaries (orally or in writing) that he or she intends to terminate his or her employment. (c) To the Company's knowledge, the Company and its Subsidiaries have complied in all material respects with all foreign and domestic laws relating to the hiring of employees and the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes. The Company and its Subsidiaries do not have knowledge of any labor relations problems being experienced by it (including, without limitation, any union organization activities, threatened or actual strikes or work stoppages or material grievances). (d) Except as set forth on Schedule 4.142.15, neither (i) the Company nor any of and its Subsidiaries has are not delinquent in payments to any collective bargaining agreements with employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees and upon any termination of the employment of any such employees, (ii) there is no unfair labor practice complaint against the Company or its employees. There Subsidiaries pending before the National Labor Relations Board or any other governmental entity, (iii) there is no labor union organizing activity strike, material dispute, slowdown or stoppage pending or, to the best knowledge of the Company's knowledge, threatened against or involving the Company or its Subsidiaries, (iv) no labor union currently represents the employees of the Company or its Subsidiaries, and (v) to the best knowledge of the Company, no labor union has taken any action with respect to organizing the employees of the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the The Company nor any of and its Subsidiaries is are not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement collective bargaining agreement or other employee compensation plan or agreement. To union contract. (e) Schedule 2.15 sets forth a true and complete list of all Employee Benefit Plans (as used in this Section 2.15, the Company's knowledge, no employee "Plans") (i) that cover any employees of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted(A) that are maintained, is in violation of any term of any employment contract, proprietary information agreement sponsored or any other agreement relating contributed to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and Subsidiaries or (B) with respect to the Company's knowledge the continued employment by which the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that obligated to contribute or has any of its employees is obligated under any contract liability or potential liability, whether direct or indirect or (including licenses, covenants or commitments of any natureii) or other agreement, or subject with respect to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to which the Company or any of its Subsidiaries. Neither the Company nor any of and its Subsidiaries has received any notice alleging that liability or potential liability on account of the maintenance or sponsorship thereof or contribution thereto by any such violation has occurred. Except for employees who have a current effective employment agreement with the Company present or any of its Subsidiaries, no employee former ERISA Affiliate of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14The Company, its Subsidiaries and their respective ERISA Affiliates are not, and have never maintained or been, obligated to contribute to a Multiple Employer Plan, a Multi-Employer Plan or a Defined Benefit Pension Plan. (f) For the purposes of this Section 2.15, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with following terms shall have the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.following meanings:

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of not its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Filings, neither the Company nor any of its Subsidiaries is a are party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To Except as disclosed in the SEC Filings, to the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its their independent contractors, will not result in any such violation. Neither Except as disclosed in the SEC Filings, neither the Company nor any of its Subsidiaries is are aware that any of its their employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has have received any notice alleging that any such violation has occurred. Except as disclosed in the SEC Filings, except for employees who have a current effective employment agreement with the Company or any of and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with employment. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not Subsidiaries are aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries Subsidiary have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14(a) All employees necessary for the conduct of the business of the Companies and the Subsidiaries are employed directly by the Companies or the Subsidiaries, neither and not by Parent or another subsidiary or Affiliate of Parent. Each of the Company nor any Companies and each Subsidiary has complied in all material respects at all times with all Laws relating to the employment of its labor, including provisions thereof relating to wages, hours, equal opportunity and collective bargaining. None of the Companies or the Subsidiaries has any collective bargaining agreements material labor relations problem pending, or to the knowledge of the Companies, threatened. The Companies or the Subsidiaries own all Intellectual Property material to the operation of the business of the Companies and the Subsidiaries developed by their respective current and former employees, contractors and independent consultants during the period of their employment or within the scope of their contracting or consulting relationship, as the case may be, with the Companies or the Subsidiaries. To the knowledge of the Companies, no employee or former employee of the Companies or any Subsidiary has any claim with respect to such Company Intellectual Property. (b) The employment of any terminated former employee of the Companies or any Subsidiary has been terminated in accordance with any applicable contractual terms and applicable Law. The consummation of its employees. the Acquisition or the other transactions contemplated hereby will not cause the Companies or any Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any Person. (c) None of the Companies or the Subsidiaries has made any loans (except advances against accrued salaries or for business travel, lodging or other expenses in the normal course of business) to any employee of the Companies or any Subsidiary. (i) There is are no strikes, slowdowns, work stoppages or other labor union organizing activity controversies pending or, to the Company's knowledgeknowledge of the Companies, threatened with respect to in writing against or otherwise affecting the Company employees or facilities of the Companies or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee Subsidiary; (ii) none of the Company Companies or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contractedexperienced any labor strike, is in violation of any term of any employment contractslowdown, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.work stoppage

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no (a) No employee of the Company and no Related Party is, or any of its Subsidiariesis now expected to be, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement patent disclosure agreement, non-competition agreement, or any other contract or agreement with any prior employer or any other Person or any restrictive covenant in such an agreement, or any obligation imposed by common law or otherwise, relating to the right of any such individual employee or Related Party to be employed by, or to contract with, by the Company or any of its Subsidiaries companies similarly situated because of the nature of the business conducted or to be conducted by the Company or any companies similarly situated or relating to the use of its Subsidiaries; and trade secrets or proprietary information of others, and, to the Company's knowledge knowledge, the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will employees or Related Parties does not result in subject the Company or Purchaser to any liability for any such violation. (b) Each of the Company's present or former employees who have had access to proprietary information of the Company has executed a confidentiality and non-disclosure agreement. Neither To the best of the Company's knowledge and belief, no employee or former employee of the Company is, or is now expected to be, in violation of the terms of the aforesaid agreements or of any other obligation relating to the use of confidential or proprietary information of the Company. Each of such confidentiality and non-disclosure agreements is in full force and effect. (c) To the best of the Company's knowledge, no officer or Key Employee of the Company has any present intent of terminating his or her employment with the Company. (d) To the best of the Company's knowledge, neither the Company nor any officer, director, employee or agent of its Subsidiaries is aware that any of its employees is obligated under the foregoing has at any contract (time on or prior to the date hereof been a party to any illegal acts, including licensesbribes, kickbacks or other arrangements prohibited by any federal, state or local law, and the Company forever warrants, covenants and agrees that it will not knowingly participate in any illegal act at any time that Purchaser owns or commitments of holds any nature) Preferred Shares, the Warrant, Warrant Shares, or any other Capital Stock or other agreementsecurities of the Company. (e) Daniel Bertram is the only Key Employee of the Company. (f) Xxxxxx xx xxx forth in Schedule II, or subject the Company has not made any representations regarding equity incentives to any judgmentofficer, decree employees, director or order consultant that are inconsistent with the share amounts and terms set forth in the minutes of any court or administrative agency, that would interfere with their duties to the Company's Board of Directors. (g) Each former Key Employee whose employment was terminated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment entered into an agreement with the Company providing for the full release of any claims against the Company, any Related Party or any Company Affiliate arising out of such employment. (h) The Company does not have or make contributions to any pension plans, defined benefit plans or defined contribution plans for its employees which are subject to ERISA, except as set forth on Schedule II. With respect to such plans, if any, listed on Schedule II, the Company is in compliance with the applicable provisions of ERISA. The Company has not incurred any unremedied accumulated funding deficiency within the meaning of ERISA or any unsatisfied liability to the Pension Benefit Guaranty Corporation established under ERISA in connection with any employee pension plan established or maintained by the Company under the jurisdiction of ERISA. No Reportable Event or "Prohibited Transaction" (as defined in Section 4043 of ERISA) has occurred with respect to any plan administered by the Company. (i) The Company is not bound by or subject to (and none of its Subsidiariesassets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no employee labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. Other than as set forth in Schedule II, there is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, which could reasonably be expected to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees. (j) To the Company's knowledge, none of the current officers or current directors of the Company during the previous five (5) years have been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of its Subsidiaries has been granted the right a receiver, fiscal agent or similar officer by a court for his/her business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to continued employment any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him/her from engaging, or otherwise imposing limits or conditions on his/her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Company Commission to have violated any federal or any state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated. (k) Each officer and Key Employee of its Subsidiaries or to any material compensation following termination of employment with the Company or any is currently devoting substantially all of its Subsidiarieshis/her business time to the conduct of the business of the Company. Except as set forth on in Schedule 4.14II, the Company is not aware that any officer, key employee officer or group Key Employee of employees intends to terminate his, her or their employment with the Company is planning to work less than full time at the Company in the future. No officer or Key Employee is currently working or, to the Company's knowledge, plans to work for a Competitor, whether or not such officer or Key Employee is or will be compensated by such Competitor. (l) Other than (i) standard employee benefits generally made available to all employees and non-standard employment agreements disclosed in Schedule II, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company's Capital Stock and the issuance of options to purchase shares of the Company's Common Stock, in each instance, approved by the Board of Directors, and (iv) as contemplated by the Investment Documents, there are no agreements, understandings or proposed transactions between the Company and any of its Subsidiariesofficers, nor does the Company directors, or Key Employees, or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesCompany Affiliate thereof.

Employees. The attached EMPLOYEES SCHEDULE correctly sets forth the name and current annual salary of each of the Company's and any of its Subsidiaries' employees receiving more than $50,000 in annual compensation and whether any employees are absent from active employment, including, but not limited to, leave of absence or disability. Except as set forth on Schedule 4.14the attached EMPLOYEES SCHEDULE, (a) neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants executive or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no key employee of the Company or any of its Subsidiaries has been granted the right to continued employment by or any group of employees of the Company or any of its Subsidiaries or have any plans to any material compensation following termination of terminate employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, ; (b) the Company and each of its Subsidiaries have complied with all laws relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes), and neither the Company nor any of its Subsidiaries is not aware that it has any officerlabor relations problems (including any union organization or decertification activities, key employee threatened or group actual strikes or work stoppages or material grievances); and (c) neither the Company or any of its Subsidiaries nor, to the best of the Company's and each Seller's knowledge, any of their respective employees intends are subject to terminate hisany noncompete, her nondisclosure, confidentiality, employment, consulting or their employment similar agreements relating to, affecting or in conflict with the present or proposed business activities of the Company or any of its Subsidiaries, nor does except for agreements between the Company or any of its Subsidiaries have a and their present intention and former employees. The EMPLOYEES SCHEDULE sets forth the bonuses paid and reasonably expected to terminate be paid to the employment of any officerCompany's and its Subsidiaries' officers and employees for the fiscal years ended December 31, key employee or group of employees1998 and December 31, 1999.

Employees. (a) Exhibit 3.25 attached hereto is the Payroll Register as of December 31, 1997 which contains a complete and accurate list of the following information for each employee, officer or director of the Company and each Subsidiary, including each such person on leave of absence or layoff status: employer; name; job title; current compensation paid or payable; last increase in compensation; and vacation accrued. Except as set forth on Schedule 4.14Exhibit 3.25 attached hereto, no employee, officer or director of the Company or any Subsidiary is a party to or is otherwise bound by any agreement or arrangement, including any confidentiality, non-competition or proprietary rights agreement between such employee, officer or director and any other Person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his or her duties as an employee or director of the Company or any Subsidiary, or (ii) the ability of the Company or any Subsidiary to conduct its business, including any Proprietary Rights Agreement with the Company or any Subsidiary by any such employee, consultant, officer or director. To the Knowledge of Codina, no director, officer or other key employee of the Company or any Subsidiary intends to terminate his employment with the Company or any Subsidiary. (b) To the Knowledge of Codina, except as set forth in Exhibit 3.25, neither the Company nor any Subsidiary has any: (i) Outstanding written or oral employment, consulting or retainer (except for retainer agreements with attorneys and accountants and retainer agreements for the provision of services for the Company or any Subsidiary that are terminable at will by the Company and entered into in the Ordinary Course of Business) agreements for rendition of services by any person or any outstanding obligation under any prior written or oral agreement of such nature; (ii) Officers or other employees or consultants whose employment or retainer, as the case may be, cannot be terminated by the Company or any Subsidiary at will and without penalty, and, except in the Ordinary Course of Business, without payment of any severance or similar benefits imposed by any statute, regulation, order, decree, Applicable Contract or otherwise; (iii) Obligations to make future contributions to fund bonus, pension, profit sharing or deferred compensation agreements, plans, or arrangements; or (iv) Collective bargaining agreement. or labor union. (c) Neither the Company nor any Subsidiary has any "golden parachute agreements" or agreements providing payments, bonuses, or termination or acceleration rights, or other benefits to employees or other Persons in connection with or as a result of a change in control of the Company or any Subsidiary. (d) Except as provided elsewhere in this Agreement, neither the Company nor any of its the Subsidiaries has any collective bargaining agreements with outstanding liability to any of its their employees. There is no labor union organizing activity pending or, officers or directors except (i) accrued salaries during the current period (not to exceed one month) or accrued compensation or commissions, as the case may be, and (ii) normal vacations during the preceding twelve months. (e) The incentive compensation arrangements reflected on Exhibits to the Company's knowledge, threatened Employment Agreements by and between the Company and each member of Senior Management (as such term is defined in the Shareholders Agreement) are the same as the incentive compensation arrangements in effect with respect such individuals for the calendar year 1997 except that there was a 10% holdback of the amount of the incentive compensation which is not provided for in the Exhibits to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesEmployment Agreements.

Employees. Except as set forth on Schedule 4.14, neither the (a) The Company nor any of and its Subsidiaries has are not party to any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand, to the Company's knowledge’s Knowledge, threatened with respect there are no attempts to organize the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee employees of the Company or any Subsidiary. (b) The Company and its Subsidiaries are not delinquent in payments to any of its Subsidiariestheir employees for any wages, nor salaries, commissions, bonuses or other direct compensation for any consultant with whom service performed as of the date hereof or amounts required to be reimbursed to such employees. The Company has delivered to Investor copies of all employment agreements to which the Company or any a Subsidiary is a party (collectively, the “Employment Agreements”) and which have not previously been filed by the Company with the Commission. Except as set forth in Section 3.15 of the Disclosure Schedules, 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 termination of employment services. (c) Each Person who performs services for the Company or a Subsidiary has contractedbeen, and is, properly classified by the Company or such Subsidiary as an employee or an independent contractor. (d) To the Company's Knowledge, no employee or advisor of the Company or a Subsidiary is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such individual employee to be employed by, or to contract with, by the Company or any of its Subsidiaries such Subsidiary because of the nature of the business conducted or to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others, and the employment of the employees of the Company and its Subsidiaries does not subject the Company or the Company's stockholders to any of its Subsidiaries; and liability. There is neither pending nor, to the Company's knowledge the continued employment by the Company Knowledge, threatened any actions, suits, proceedings or any of its Subsidiaries of its present employeesclaims, and the performance of or, to the Company's and its Subsidiaries' contracts ’s Knowledge, any basis therefor or threat thereof with its independent contractorsrespect to any contract, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, covenant or subject obligation referred to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to in the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeespreceding sentence.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or consulting agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set (a) Section 3.8(a) of the Disclosure Schedule sets forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, following information (to the Company's knowledge, threatened extent applicable) with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no each employee of the Company or any of and its Subsidiaries, nor any consultant with whom including each employee on leave of absence or layoff status: name, job title, date of hire, employment status, current annual base salary or current wages, 2014 bonus, 2015 bonus target, sick and vacation leave and paid time off that is accrued but unused. Section 3.8(a) of the Company or any Disclosure Schedule also sets forth the names of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed byall independent contractors who render services on a regular basis to, or to are under contract with, the Company or any of its Subsidiaries. There is no collective bargaining agreement in effect between the Company or any of its Subsidiaries because and any labor unions or organizations representing any of the nature employees of the business Company. Neither the Company nor any Subsidiary of the Company has experienced any organized slowdown, work interruption strike or work stoppage by its employees, and, to be conducted by the Knowledge of the Company, there is no strike, labor dispute or union organization activity pending or threatened affecting the Company or any of its Subsidiaries; . (b) Except as set forth in Section 3.8(b) of the Disclosure Schedule, the employment of each employee of the Company and to its Subsidiaries is terminable at the will of the Company's knowledge , and neither the continued employment by Company nor any Subsidiary of the Company is a party to any employment, restrictive covenant, severance or similar contract or agreement with any employee of the Company or its Subsidiaries (and copies of all such agreements have been made available to Buyer). Except as set forth in Section 3.8(b) of the Disclosure Schedule, no employee of the Company or its Subsidiaries has provided notice (either written or orally) to the Company or any of its Subsidiaries of its present employeestermination of employment, and and, to the performance Knowledge of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company Key Employee intends to terminate his or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of her employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14To the Knowledge of the Company, the Company is not aware that any officer, key no employee or group of employees intends to terminate his, her or their employment with the Company or its Subsidiaries is a party to, or is otherwise bound by, any of its Subsidiariesagreement, nor does including any confidentiality, restrictive covenant or proprietary rights agreement, between such employee and any Person other than the Company or any of its Subsidiaries that adversely affects the performance of that employee’s duties as an employee of the Company or its Subsidiaries. (c) The Company and its Subsidiaries are, and since January 1, 2012, have a present intention to terminate been, in compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, wages and hours, anti-discrimination, work authorization and occupational health and safety, including Legal Requirements concerning unfair labor practices within the employment meaning of Section 8 of the National Labor Relations Act, as amended. There is no unfair labor practice claim, charge of discrimination or Proceeding brought by or on behalf of any officer, key employee or group former employee of employeesthe Company under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or any other Legal Requirement pending or, to the Knowledge of the Company, threatened, against the Company or its Subsidiaries.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Section 2.19(a) of the Disclosure Schedule 4.14, neither contains a true and complete list of all officers and directors of the Company nor any of and its Subsidiaries has any collective bargaining agreements with any and all employees of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company and its Subsidiaries, along with the current position and salary of each such person and the number of shares of Company Common Stock owned beneficially or any of record by such person. Section 2.19(b) of the Disclosure Schedule lists all group insurance programs in effect for directors, officers or employees of the Company and its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no Each officer and each employee of the Company or any involved in the development of intellectual property and its Subsidiaries, nor any consultant Subsidiaries has entered into a confidentiality and invention assignment agreement with whom the Company or any its Subsidiary, as applicable, a form of its Subsidiaries which has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating previously been provided to the right Parent. As of any such individual to be employed bythe date hereof, no key employee or to contract with, group of employees has informed the Company or any of its Subsidiaries because of the nature of the business their intention to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued terminate employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received is delinquent in payments to any notice alleging that of its employees or consultants for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such violation has occurredemployees. Except for employees who have a current effective Upon termination of the employment agreement with of any employees, neither the Company or Company, any of its Subsidiaries, no employee the Parent nor the Surviving Corporation will be liable to any of the Company such employees for severance pay or any other payments (other than accrued salary, vacation or sick pay in accordance with the Company's and its Subsidiaries' normal policies) as a result of its Subsidiaries has been granted the right to continued employment any oral or written agreements made by the Company or any of its Subsidiaries prior to the Closing. Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining or similar labor agreement, and neither the Company nor any of its Subsidiaries has experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to any material compensation following termination employees of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Set forth in the Nexstep Disclosure Schedule is a complete and accurate list of each current employee of Nexstep, the job title of each such employee, the current annual salary and bonus paid to such employee or which such employee may be entitled to receive (other than as contemplated in this Agreement), and a designation of which employees are Key Employees (as hereinafter defined). Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orotherwise expressly provided in this Section 3.7, to the Company's knowledge, threatened with respect to knowledge of Nexstep and the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeShareholders, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere conflict with their duties such employee's obligation to use his best efforts to promote the interests of Nexstep or that would conflict with Nexstep's business as conducted or as proposed to be conducted. Except as otherwise expressly provided in this Section 3.7, to the Company knowledge of Nexstep and the Shareholders, neither the execution nor delivery of this Agreement, nor the carrying on of Nexstep's business by the employees of Nexstep, nor the conduct of Nexstep's business as currently proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurredemployees is now obligated. Except for employees who have a current effective employment agreement with as otherwise expressly provided in this Section 3.7, to the Company or any knowledge of its SubsidiariesNexstep and the Shareholders, no employee or consultant of the Company Nexstep is in violation of any term of any employment contract, proprietary information and inventions agreement, noncompetition agreement or any other contract or agreement relating to the relationship of its Subsidiaries any such employee or consultant with Nexstep. To the knowledge of Nexstep and the Shareholders, no officer of Nexstep nor any Key Employee (as hereinafter defined) has been granted the right to continued employment by the Company any present intention of terminating his or any of its Subsidiaries or to any material compensation following termination of her employment with the Company Nexstep. The representations and warranties contained in this Section 3.7 do not apply to Xxxxxx Wicklegren, Xxxx Xxxxx, Xxxxxxx Xxxxxxx or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesXxx Bamajian.

Employees. Except as set forth on Schedule 4.14, neither The employment of each employee of an Acquired Entity is terminable at will. No employee of any Acquired Entity has been granted the Company nor right to continued employment by such Acquired Entity or to any material compensation following termination of its Subsidiaries has any collective bargaining agreements employment with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementsuch Acquired Entity. To the Company's Acquired Entities’ knowledge, no employee of the Company or any of its SubsidiariesAcquired Entity, nor any consultant with whom the Company or any of its Subsidiaries Acquired Entity has contracted, is in violation of any term of any employment contract, noncompetition or proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its SubsidiariesAcquired Entity; and to the Company's knowledge Acquired Entities’ knowledge, the continued employment by the Company or any of its Subsidiaries Acquired Entity of its present employees, and the performance of the Company's and its Subsidiaries' such Acquired Entity’s contracts with its independent contractors, will not result in any such violation. Neither the Company execution or delivery of this Agreement, nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments the carrying on of any nature) Acquired Entity’s business by the employees and independent contractors of such Acquired Entity, nor the conduct of such Acquired Entity’s business as now conducted, will conflict with or other agreementresult in a breach of the terms, conditions, or subject to provisions of, or constitute a default under, any judgmentcontract, decree written covenant or order instrument under which any such employee or independent contractor is now obligated and of which any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesAcquired Entity is aware. Neither the Company nor any of its Subsidiaries No Acquired Entity has received any written notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement No Acquired Entity is in default with the Company or respect to any obligation to any of its Subsidiaries, no employees. No employee of any Acquired Entity is represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the Company or Acquired Entities’ knowledge, threatened dispute involving any of its Subsidiaries has been granted the right to continued employment by the Company or Acquired Entity and any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends its employees. Each Acquired Entity has complied and is currently complying in all material respects with all applicable Laws relating to terminate hisemployment and employment practices, her or their employment with the Company or any terms and conditions of its Subsidiariesemployment, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesand wages and hours.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any No employee or consultant of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company Successor or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment, employment contract, proprietary information patent disclosure agreement or any other contract or agreement relating to the right relationship of any such individual person with the Company, the Successor or any of the Subsidiaries or, to be employed by, or to contract with, the knowledge of the Company or the Successor, with any of its Subsidiaries other party because of the nature of the business conducted or to be conducted by the Company, the Successor or the Subsidiaries. There are no Employee Plans or Compensation Arrangements (each as defined below) which are not listed in Section 3.10 of the Disclosure Schedule. To the knowledge of the Company and the Successor, each Employee Plan (as defined below) and Compensation Arrangement (as defined below) has been administered in compliance with its own terms and in material compliance with the provisions of ERISA, the Code (each as defined below) and any other applicable federal, state or other laws. Neither the Company, the Successor, any of the Subsidiaries nor any ERISA Affiliate (as defined below) is contributing to, is required to contribute to, or has contributed within the last six (6) years to or otherwise has any liability with respect to, any: (i) Employee Plan subject to Title IV of ERISA; (ii) Employee Plan or Compensation Arrangement that provides medical or death benefit coverage to former employees of the Company or the Successor or any of its the Subsidiaries; and , except to the extent required by Section 4980B of the Code; or (iii) multiple employer welfare arrangement as defined in ERISA Section 3(40). Neither the Company's knowledge , the continued employment by Successor nor any of the Company Subsidiaries has entered into any agreement with any employee, member or director which provides for any payment or acceleration of benefits upon the occurrence of (i) any sale of membership or other ownership interests, stock or assets of the Company, the Successor or any of its Subsidiaries the Subsidiaries; (ii) any change of its present employeescontrol of the Company, and the performance Successor or any of the Subsidiaries; or (iii) any registration of the Company's or the Successor's securities under the Securities Act. Neither the execution and its Subsidiaries' contracts with its independent contractors, delivery of this Agreement and the Related Documents nor the consummation of the transactions contemplated hereby or thereby will not (i) result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract payment (including licensesincluding, covenants without limitation, severance or commitments of any natureunemployment compensation) or other agreement, or subject becoming due to any judgmentdirector, decree member or order employee of any court or administrative agencythe Company, that would interfere with their duties to the Company Successor or any of its the Subsidiaries; (ii) result in the acceleration of vesting under any Employee Plan or Compensation Arrangement; or (iii) increase any benefits otherwise payable under any Employee Plan. Neither For purposes of this Agreement, the Company nor following terms shall have the meaning indicated: (i) "Employee Plan" shall mean any retirement or welfare plan or arrangement, or any other employee benefit plan as defined in Section 3(3) of ERISA to which the Company, the Successor, any of its the Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesERISA Affiliate contributes or contributed or to which the Company, no employee the Successor, any of the Company Subsidiaries or any ERISA Affiliate sponsors or sponsored, maintains or maintained or otherwise is or was bound; (ii) "Code" shall mean the Internal Revenue Code of its 1986, as amended, any successor thereto and any regulations promulgated thereunder; (iii) "Compensation Arrangement" shall mean any plan or compensation arrangement other than an Employee Plan, whether written or unwritten, which provides to present or former employees, officers, directors, members and stockholders of the Company, the Successor, any of the Subsidiaries has been granted the right to continued employment by the Company or any ERISA Affiliate any compensation or other benefits, whether deferred or not, including, but not limited to, any bonus or incentive plan, stock rights plan, deferred compensation arrangement, life insurance, stock purchase plan, severance pay plan and any other employee fringe benefit plan; (iv) "ERISA" shall mean the Employee Retirement Income Security Act of its Subsidiaries 1974, as amended, any successor thereto and any regulations promulgated thereunder; and (v) "ERISA Affiliate" shall mean any trade or business related to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Company, the Company is not aware that any officerSuccessor or the Subsidiaries under the terms of Sections 414(b), key employee (c), (m) or group (o) of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesCode.

Employees. Except as set forth on Schedule 4.144.13, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.13, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.13, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144(n), the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's best knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings No employee has any agreement or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementwritten or oral, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementregarding his employment. To the Company's knowledge, no employee of the Company or any of its SubsidiariesCompany, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, or to contract with, employee with the Company or any of its Subsidiaries other party because of the nature of the business presently conducted or presently proposed to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge knowledge, the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's contracts of the Company and its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no No employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariessuch Subsidiary. Except as set forth on Schedule 4.14, the The Company is not aware that any officerofficer or key employee, key employee or that any group of employees key employees, intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of key employees. Each employee and contractor of the Company or any of its Subsidiaries who has access to confidential or proprietary information has executed an Employee Confidentiality and Invention Agreement. Neither the Company nor any of its Subsidiaries has any Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974. The Company and its Subsidiaries have complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment.

Employees. Except as set forth on Schedule 4.144.15, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.15, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.15, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.145(m), neither the Company nor any of its Subsidiaries Guarantor has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's CCIG’s knowledge, threatened with respect to the Company or any of its Subsidiariesthe Guarantors. Except as disclosed in the Exchange Act Filings or on Schedule 4.145(m), neither the Company nor any of its Subsidiaries Guarantor is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's CCIG’s knowledge, no employee of the Company or any of its Subsidiariesthe Guarantors, nor any consultant with whom the Company or any of its Subsidiaries the Guarantors has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries the Guarantors because of the nature of the business to be conducted by the Company or any of its Subsidiariesthe Guarantors; and to the Company's CCIG’s knowledge the continued employment by the Company or any and each Guarantor of its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' the Guarantors’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Guarantor is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiariesthe Guarantors. Neither the Company nor any of its Subsidiaries Guarantor has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesthe Guarantors, no employee of the Company or any of its Subsidiaries the Guarantors has been granted the right to continued employment by the Company or any of its Subsidiaries the Guarantors or to any material compensation following termination of employment with the Company or any of its Subsidiariesthe Guarantors. Except as set forth on Schedule 4.145(m), neither the Company nor any Guarantor is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiariesthe Guarantors, nor does the Company or any of its Subsidiaries the Guarantors have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except DSI and Xxxx have listed in Section 3.20 of the Disclosure --------- Schedule and have furnished to Buyer true and complete copies of: (a) any written employment agreements with officers and directors of DSI or its Subsidiaries; and (b) any written employment agreements with DSI or its Subsidiaries' employees which by their terms may not be terminated by DSI or its Subsidiaries, as set forth on Schedule 4.14applicable, neither the Company at will or which xxxxx xxxxxxxxx payments. Neither DSI nor any of its Subsidiaries has entered into any collective bargaining similar oral employment agreements with any of its employeeswhich are not terminable at will or which xxxxx xxxxxxxxx payments, except for one (1) month termination or payment in lieu thereof that are required in Hong Kong. There is no labor union organizing activity pending or, to the Company's To Xxxx' knowledge, threatened no key employee or group of employees has any plans to terminate employment with respect to the Company DSI or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Neither DSI nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementnor has either experienced any strikes, bonus planmaterial grievances, incentive plan, profit sharing plan, retirement agreement claims of unfair labor practices or other collective bargaining disputes. There are no loans or other obligations payable or owing by DSI or its Subsidiaries to any shareholder, officer, director or employee compensation plan of DSI or agreementits Subsidiaries (except salaries, wages and expense accounts incurred and accrued in the Ordinary Course of Business), nor other than to Xxxx are there any loans or debts payable or owing by any of such persons to DSI or its Subsidiaries (except expense account advances) or any guarantees by DSI or its Subsidiaries of any loan or obligation of any nature to which any such person is a party. To the Company's knowledgeknowledge of Xxxx, DSI and its Subsidiaries have complied with all laws and regulations which relate to the employment of labor, employee civil rights or equal employment opportunities. There is no employee organizational effort presently being made or threatened by or on behalf of the Company any labor union with respect to employees of DSI or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right knowledge of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesXxxx.

Employees. Except as set forth on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no The Company has not been notified of any labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule SCHEDULE 4.14, the Company is has not aware that been notified of any officer, key employee or group of employees who intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Eligible Subsidiaries, nor any consultant with whom the Company or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company or any of its Eligible Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Eligible Subsidiaries of its their respective present employees, and the performance of the Company's ’s and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Eligible Subsidiaries. Neither the Company nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Eligible Subsidiaries, no employee of the Company or any of its Eligible Subsidiaries has been granted the right to continued employment by the Company or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Eligible Subsidiaries, nor does the Company or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Neither Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's or any Eligible Subsidiary's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's and each Eligible Subsidiary's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's and each Eligible Subsidiary's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on (a) Section 3.18 of the Disclosure Schedule 4.14, neither contains a complete and accurate list of the following information for each employee of the Companies and each of the Company nor Subsidiaries: name; job title; base salary; bonus; vacation accrued; service credited for purposes of vesting and eligibility to participate under any employee benefit plan of any nature. (b) To the knowledge of the Company Shareholder and the Companies, no officer or employee of either of the Companies or any of the Company Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such officer or employee and any other Person that could adversely affect (i) the performance of his duties as an officer or employee of either of the Companies or any of the Company Subsidiaries, or (ii) the ability of either of the Companies or any of the Company Subsidiaries to conduct its business. (c) To the knowledge of the Company Shareholder or the Companies, no employee of either of the Companies or any of the Company Subsidiaries has is bound by any collective bargaining agreement with any other Person that is violated or breached by such employee performing the services he is performing for the Companies or Company Subsidiaries. (d) None of the Companies or Company Subsidiaries have had a "Plant Closing" or a "Mass Layoff" within the meaning of the federal Workers Adjustment and Retraining Notification Act of 1988 ("WARN") since December 1, 1996. (e) The Companies and Company Subsidiaries have delivered to Parent or its counsel prior to the date hereof true and complete copies of any employment agreements and any -------------------------------------------------------------------------------- -31- Agreement and Plan of Merger Execution Copy 36 procedures and policies relating to the employment of their employees and the use of temporary employees and independent contractors by them (including summaries of any procedures and policies that are unwritten). (f) Section 3.18 of the Disclosure Schedule sets forth a true and complete list of (i) all agreements with consultants who are individuals obligating either of the Companies or any of its employees. There is no labor union organizing activity pending or, the Company Subsidiaries to the Company's knowledge, threatened make annual cash payments in an amount exceeding $25,000; and (ii) all agreements in excess of $25,000 with respect to the Company services of independent contractors or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for leased employees who have are individuals or individuals doing business in a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeescorporate form.

Employees. Except as set forth on Schedule 4.14, : (a) neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There ; (c) there is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, ; (c) neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To ; (d) to the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and (e) to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will does not result in any such violation. Neither ; (f) neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither ; (g) neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except ; and (h) except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees...