Common use of Status of Employee Benefit Plans Clause in Contracts

Status of Employee Benefit Plans. 4.10.1 Set forth on Schedule 4.10.1(a) is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (a) is maintained or contributed to by MMT a Affiliate or any other person controlled by, controlling or under common control with MMT (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“ERISA Affiliate”) or has been maintained or contributed to in the last six years by MMT, or any ERISA Affiliate, or with respect to which MMT has or may have any liability, and (b) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of MMT or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “MMT Employee Plans”). Schedule 4.10.1(b) identifies as such any MMT Employee Plan that is (w) a “Defined Benefit Plan” (as defined in Section 414(l) of the Code); (x) a plan intended to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); or (z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. 4.10.2 MMT has delivered to Multiband copies of (a) the documents comprising each MMT Employee Plan (or, with respect to any MMT Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to the obligations of MMT any ERISA Affiliate); (b) all trust agreements, insurance contracts or any other funding instruments related to the MMT Employee Plans; (c) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Body that pertain to any MMT Employee Plan and any open requests therefor; (d) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the MMT Employee Plans during the current year and each of the three preceding years; (e) all collective bargaining agreements pursuant to which contributions to any MMT Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by MMT or any ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (f) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any MMT Employee Plan; (g) with respect to MMT Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; and (h) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to MMT Employee Plan participants, regarding the MMT Employee Plans. 4.10.3 Except as set forth on Schedule 4.10.3, MMT has made full payment for all amounts that are required under the terms of each MMT Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such MMT Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such MMT Employee Plan, whether or not waived. The value of the assets of each MMT Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such MMT Employee Plan. MMT is not required to provide security to a MMT Employee Plan under Section 401(a)(29) of the Code. The funded status of each MMT Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 4.10.3 in a manner consistent with the Statement of Financial Accounting Standards No. 87. MMT has paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the MMT Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date. 4.10.4 Except as disclosed on Schedule 4.10.4, no MMT Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such MMT Employee Plan. The PBGC has not instituted or threatened a proceeding to terminate or to appoint a trustee to administer any of the MMT Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of any of the MMT Employee Plans by the PBGC. No MMT Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. MMT has paid in full all insurance premiums due to the PBGC with regard to the MMT Employee Plans for all applicable periods ending on or before the Closing Date. 4.10.5 None of MMT, the MMT Shareholder, North Star Trust Company, or any fiduciary of any MMT Employee Plan, or any ERISA Affiliate has any liability or has Knowledge of any facts or circumstances that might give rise to any liability, and the transactions contemplated by this Agreement will not result in any liability, (a) for the termination of or withdrawal from any MMT Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (b) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (c) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (d) for any excise tax imposed by Section 4971 of the Code, (e) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (f) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA. 4.10.6 MMT has, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (a) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, and (b) any applicable state statutes mandating health insurance continuation coverage for employees. Set forth on Schedule 4.10.6 is a list of all individuals who are current or former COBRA beneficiaries, their relationship to MMT, the welfare plans they participated in, the benefits they elected to receive under COBRA and the expiration (or expected expiration) of their coverage. 4.10.7 The form of all MMT Employee Plans is in material compliance with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in accordance with their terms and each of the MMT Employee Plans and the administration thereof, is and has been in compliance with the requirements of any and all applicable statutes, orders, or governmental rules or regulations, including, but not limited to, ERISA and the Code. To MMT’s and each MMT Shareholder’s Knowledge, none of MMT or any fiduciary of a MMT Employee Plan has violated the requirements of Section 404 of ERISA. All required reports and descriptions of the MMT Employee Plans (including Internal Revenue Service/Department of Labor Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions and Summaries of Material Modifications) have been (when required) timely filed with the IRS, the U.S. Department of Labor or other Governmental Body and distributed as required, and all notices required by ERISA or the Code or any other Legal Requirement with respect to the MMT Employee Plans have been appropriately given. 4.10.8 Each MMT Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and none of MMT and the MMT Affiliates or any fiduciary of any Employee Benefit Plan, has Knowledge of any circumstances that will or could result in revocation of any such favorable determination letter. Each trust created under any MMT Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and none of MMT and the MMT Affiliates or any fiduciary of any Employee Benefit Plan has Knowledge of any circumstance that will or could result in a revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) that utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code has been the subject of a notification by the IRS that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the plan complies with Section 505 of the Code, unless the IRS does not, as a matter of policy, issue such notification with respect to the particular type of plan. With respect to each MMT Employee Plan, no event has occurred or condition exists that will or could give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code. 4.10.9 There is no material pending or threatened proceeding relating to any MMT Employee Plan, nor is there any basis for any such proceeding. No action, lawsuit, grievance, or arbitration or other manner of litigation or claim with respect to the assets thereof of any MMT Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration, for which plan administrative review procedures have not been exhausted) is pending, threatened or imminent against or with respect to any of the MMT Employee Plans, the Trust, MMT, any ERISA affiliate, or any Fiduciary of a MMT Employee Plan. None of MMT, the MMT Shareholder, North Star Trust Company, or any fiduciary of a MMT Employee Plan has engaged in a transaction with respect to any MMT Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could reasonably be expected to subject MMT to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The transactions contemplated by this Agreement will not result in the assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA. 4.10.10 MMT and the MMT Affiliates have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise except as disclosed on Schedule 4.10.10. 4.10.11 Except as set forth on Schedule 4.10.11 and as required by Legal Requirements, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any present of former director, employee, officer, or independent contractor of MMT or the MMT Affiliates. There are no contracts or arrangements with respect to the providing for payments that could subject any person to liability for tax under Section 4999 of the Code. 4.10.12 Except as set forth on Schedule 4.10.12 and for the continuation coverage requirements of COBRA, MMT does not have any potential liability for benefits to present or former employees, independent contractors or their respective dependents following termination of employment or retirement under any of the MMT Employee Plans that are Employee Welfare Benefit Plans. 4.10.13 No written or oral representations have been made to any employee, independent contractor, or former employee or former independent contractor of MMT promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). No written or oral representations have been made to any present or former employee or independent contractor of MMT or MMT Affiliate or former independent contractor concerning the employee benefits of Multiband. 4.10.14 MMT and the MMT Affiliates do not maintain any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

Status of Employee Benefit Plans. 4.10.1 5.10.1 Set forth on Schedule 4.10.1(a) 5.10.1 is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (ai) is maintained or contributed to by MMT a Affiliate the Multiband Affiliates or any other person controlled by, controlling or under common control with MMT the Multiband Affiliates (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“Multiband ERISA Affiliate”) or has been maintained or contributed to in the last six (6) years by MMTMultiband, or any Multiband ERISA Affiliate, or with respect to which MMT has the Multiband Affiliates have or may have any liability, and (bii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of MMT the Multiband Affiliates or any Multiband ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “MMT Multiband Employee Plans”). Schedule 4.10.1(b) 5.10.1 identifies as such any MMT Multiband Employee Plan that is (wi) a “Defined Benefit Plan” , (as defined in Section 414(l) of the Code); (xii) a plan intended to meet the requirements of Section 401(a) of the Code; , (yiii) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); , or (ziv) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. 4.10.2 MMT has delivered to 5.10.2 The Multiband copies of (a) the documents comprising each MMT Employee Plan (or, with respect to any MMT Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to the obligations of MMT any ERISA Affiliate); (b) all trust agreements, insurance contracts or any other funding instruments related to the MMT Employee Plans; (c) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Body that pertain to any MMT Employee Plan and any open requests therefor; (d) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the MMT Employee Plans during the current year and each of the three preceding years; (e) all collective bargaining agreements pursuant to which contributions to any MMT Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by MMT or any ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (f) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any MMT Employee Plan; (g) with respect to MMT Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; and (h) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to MMT Employee Plan participants, regarding the MMT Employee Plans. 4.10.3 Except as set forth on Schedule 4.10.3, MMT has made full payment for all amounts that are required under the terms of each MMT Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such MMT Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such MMT Employee Plan, whether or not waived. The value of the assets of each MMT Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such MMT Employee Plan. MMT is not required to provide security to a MMT Employee Plan under Section 401(a)(29) of the Code. The funded status of each MMT Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 4.10.3 in a manner consistent with the Statement of Financial Accounting Standards No. 87. MMT has paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the MMT Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date. 4.10.4 Except as disclosed on Schedule 4.10.4, no MMT Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such MMT Employee Plan. The PBGC has not instituted or threatened a proceeding to terminate or to appoint a trustee to administer any of the MMT Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of any of the MMT Employee Plans by the PBGC. No MMT Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. MMT has paid in full all insurance premiums due to the PBGC with regard to the MMT Employee Plans for all applicable periods ending on or before the Closing Date. 4.10.5 None of MMT, the MMT Shareholder, North Star Trust Company, or any fiduciary of any MMT Employee Plan, or any ERISA Affiliate has any liability or has Knowledge of any facts or circumstances that might give rise to any liability, and the transactions contemplated by this Agreement will not result in any liability, (a) for the termination of or withdrawal from any MMT Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (b) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (c) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (d) for any excise tax imposed by Section 4971 of the Code, (e) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (f) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA. 4.10.6 MMT hasAffiliates have, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (ai) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, and (bii) any applicable state statutes mandating health insurance continuation coverage for employees. Set forth on Schedule 4.10.6 5.10.2 is a list of all individuals who are current or former COBRA beneficiaries, their relationship to MMTthe Multiband Affiliates, the welfare plans they participated in, the benefits they elected to receive under COBRA and the expiration (or expected expiration) of their coverage. 4.10.7 5.10.3 The form forms of all MMT Multiband Employee Plans is in material compliance with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in accordance with their terms and each of the MMT Multiband Employee Plans and the administration thereof, is and has been in compliance with the requirements of any and all applicable statutes, orders, or governmental rules or regulations, including, but not limited to, ERISA and the Code. To MMT’s and each MMT Shareholder’s the Multiband Affiliates’ Knowledge, none of MMT the Multiband Affiliates or any fiduciary of a MMT Multiband Employee Plan has violated the requirements of Section 404 of ERISA. All required reports and descriptions of the MMT Multiband Employee Plans (including Internal Revenue Service/Department of Labor Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions and Summaries of Material Modifications) have been (when required) timely filed with the IRS, the U.S. Department of Labor or other Governmental Body and distributed as required, and all notices required by ERISA or the Code or any other Legal Requirement with respect to the MMT Multiband Employee Plans have been appropriately given. 4.10.8 5.10.4 Each MMT Multiband Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan, has Knowledge of any circumstances that will or could result in revocation of any such favorable determination letter. Each trust created under any MMT Multiband Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan has Knowledge of any circumstance that will or could result in a revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) that utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code has been the subject of a notification by the IRS that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the plan complies with Section 505 of the Code, unless the IRS does not, as a matter of policy, issue such notification with respect to the particular type of plan. With respect to each MMT Multiband Employee Plan, no event has occurred or condition exists that will or could give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code. 4.10.9 5.10.5 There is no material pending or threatened proceeding relating to any MMT Multiband Employee Plan, nor is there any basis for any such proceeding. No action, lawsuitsuit, grievance, or arbitration or other manner of litigation or claim with respect to the assets thereof of any MMT Multiband Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration, for which plan administrative review procedures have not been exhausted) is pending, threatened or imminent against or with respect to any of the MMT Multiband Employee Plans, the Trust, MMTMultiband Affiliates, any ERISA affiliate, or any Fiduciary fiduciary of a MMT Multiband Employee Plan. None of MMT, the MMT Shareholder, North Star Trust Company, Multiband or any fiduciary of a MMT Multiband Employee Plan has engaged in a transaction with respect to any MMT Multiband Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could reasonably be expected to subject MMT Multiband to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The transactions contemplated by this Agreement Contemplated Transactions will not result in the assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA. 4.10.10 MMT and the MMT 5.10.6 The Multiband Affiliates have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise except as disclosed on Schedule 4.10.10insurance. 4.10.11 Except as set forth on Schedule 4.10.11 and as required by Legal Requirements, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any present of former director, employee, officer, or independent contractor of MMT or the MMT Affiliates. There are no contracts or arrangements with respect to the providing for payments that could subject any person to liability for tax under Section 4999 of the Code. 4.10.12 Except as set forth on Schedule 4.10.12 and for the continuation coverage requirements of COBRA, MMT does not have any potential liability for benefits to present or former employees, independent contractors or their respective dependents following termination of employment or retirement under any of the MMT Employee Plans that are Employee Welfare Benefit Plans. 4.10.13 No written or oral representations have been made to any employee, independent contractor, or former employee or former independent contractor of MMT promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). No written or oral representations have been made to any present or former employee or independent contractor of MMT or MMT Affiliate or former independent contractor concerning the employee benefits of Multiband. 4.10.14 MMT and the MMT Affiliates do not maintain any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

Status of Employee Benefit Plans. 4.10.1 Set forth on Schedule 4.10.1(a) is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (ai) is maintained or contributed to by MMT MDUC, a MDUC Affiliate or any other person controlled by, controlling or under common control with MMT MDUC (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“ERISA Affiliate”) or has been maintained or contributed to in the last six (6) years by MMTMDUC, or any ERISA Affiliate, or with respect to which MMT MDUC or the MDUC Affiliate has or may have any liability, and (bii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of MMT MDUC or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “MMT MDUC Employee Plans”). Schedule 4.10.1(b) identifies as such any MMT MDUC Employee Plan that is (wi) a “Defined Benefit Plan” (as defined in Section 414(l) of the Code); , (xii) a plan intended to meet the requirements of Section 401(a) of the Code; , (yiii) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); , or (ziv) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. 4.10.2 MMT MDUC has delivered to Multiband copies of (ai) the documents comprising each MMT MDUC Employee Plan (or, with respect to any MMT MDUC Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to the obligations of MMT MDUC any ERISA Affiliate); , (bii) all trust agreements, insurance contracts or any other funding instruments related to the MMT MDUC Employee Plans; , (ciii) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Body that pertain to any MMT MDUC Employee Plan and any open requests therefor; , (div) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the MMT MDUC Employee Plans during the current year and each of the three preceding years; , (ev) all collective bargaining agreements pursuant to which contributions to any MMT MDUC Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by MMT MDUC or any ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; , (fvi) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any MMT MDUC Employee Plan; , (gvii) with respect to MMT MDUC Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; , and (hviii) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to MMT MDUC Employee Plan participants, regarding the MMT MDUC Employee Plans. 4.10.3 Except as set forth on Schedule 4.10.3, MMT MDUC has made full payment for all amounts that are required under the terms of each MMT MDUC Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such MMT MDUC Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such MMT MDUC Employee Plan, whether or not waived. The value of the assets of each MMT MDUC Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such MMT MDUC Employee Plan. MMT MDUC is not required to provide security to a MMT MDUC Employee Plan under Section 401(a)(29) of the Code. The funded status of each MMT MDUC Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 4.10.3 in a manner consistent with the Statement of Financial Accounting Standards No. 87. MMT MDUC has paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the MMT MDUC Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date. 4.10.4 Except as disclosed on Schedule 4.10.4, no MMT MDUC Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such MMT MDUC Employee Plan. The PBGC has not instituted or threatened a proceeding to terminate or to appoint a trustee to administer any of the MMT MDUC Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of any of the MMT MDUC Employee Plans by the PBGC. No MMT MDUC Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. MMT MDUC has paid in full all insurance premiums due to the PBGC with regard to the MMT MDUC Employee Plans for all applicable periods ending on or before the Closing Date. 4.10.5 None of MMTMDUC, the MMT Shareholder, North Star Trust CompanyMDUC Affiliates, or any fiduciary of any MMT MDUC Employee Plan, or any ERISA Affiliate has any liability or has Knowledge of any facts or circumstances that might give rise to any liability, and the transactions contemplated by this Agreement will not result in any liability, liability (ai) for the termination of or withdrawal from any MMT MDUC Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (bii) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (ciii) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (div) for any excise tax imposed by Section 4971 of the Code, (ev) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (fvi) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA. 4.10.6 MMT MDUC has, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (ai) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, and (bii) any applicable state statutes mandating health insurance continuation coverage for employees. Set forth on Schedule 4.10.6 is a list of all individuals who are current or former COBRA beneficiaries, their relationship to MMTMDUC, the welfare plans they participated in, the benefits they elected to receive under COBRA and the expiration (or expected expiration) of their coverage. 4.10.7 The form of all MMT MDUC Employee Plans is in material compliance with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in accordance with their terms and each of the MMT MDUC Employee Plans and the administration thereof, is and has been in compliance with the requirements of any and all applicable statutes, orders, or governmental rules or regulations, including, but not limited to, ERISA and the Code. To MMTMDUC’s and each MMT ShareholderMDUC Affiliate’s Knowledge, none of MMT MDUC or any fiduciary of a MMT MDUC Employee Plan has violated the requirements of Section 404 of ERISA. All required reports and descriptions of the MMT MDUC Employee Plans (including Internal Revenue Service/Department of Labor Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions and Summaries of Material Modifications) have been (when required) timely filed with the IRS, the U.S. Department of Labor or other Governmental Body and distributed as required, and all notices required by ERISA or the Code or any other Legal Requirement with respect to the MMT MDUC Employee Plans have been appropriately given. 4.10.8 Each MMT MDUC Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and none of MMT MDUC and the MMT MDUC Affiliates or any fiduciary of any Employee Benefit Plan, has Knowledge of any circumstances that will or could result in revocation of any such favorable determination letter. Each trust created under any MMT MDUC Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and none of MMT MDUC and the MMT MDUC Affiliates or any fiduciary of any Employee Benefit Plan has Knowledge of any circumstance that will or could result in a revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) that utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code has been the subject of a notification by the IRS that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the plan complies with Section 505 of the Code, unless the IRS does not, as a matter of policy, issue such notification with respect to the particular type of plan. With respect to each MMT MDUC Employee Plan, no event has occurred or condition exists that will or could give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code. 4.10.9 There is no material pending or threatened proceeding relating to any MMT MDUC Employee Plan, nor is there any basis for any such proceeding. No action, lawsuit, grievance, or arbitration or other manner of litigation or claim with respect to the assets thereof of any MMT MDUC Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration, for which plan administrative review procedures have not been exhausted) is pending, threatened or imminent against or with respect to any of the MMT MDUC Employee Plans, the Trust, MMTMDUC, any ERISA affiliate, or any Fiduciary of a MMT MDUC Employee Plan. None of MMTMDUC, the MMT Shareholder, North Star Trust CompanyMDUC Affiliates, or any fiduciary of a MMT MDUC Employee Plan has engaged in a transaction with respect to any MMT MDUC Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could reasonably be expected to subject MMT MDUC to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The transactions contemplated by this Agreement will not result in the assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA. 4.10.10 MMT MDUC and the MMT MDUC Affiliates have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise except as disclosed on Schedule 4.10.10. 4.10.11 Except as set forth on Schedule 4.10.11 and as required by Legal Requirements, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any present of former director, employee, officer, or independent contractor of MMT MDUC or the MMT MDUC Affiliates. There are no contracts or arrangements with respect to the providing for payments that could subject any person to liability for tax under Section 4999 of the Code. 4.10.12 Except as set forth on Schedule 4.10.12 and for the continuation coverage requirements of COBRA, MMT MDUC does not have any potential liability for benefits to present or former employees, independent contractors or their respective dependents following termination of employment or retirement under any of the MMT MDUC Employee Plans that are Employee Welfare Benefit Plans. 4.10.13 No written or oral representations have been made to any employee, independent contractor, or former employee or former independent contractor of MMT MDUC promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). No written or oral representations have been made to any present or former employee or independent contractor of MMT MDUC or MMT MDUC Affiliate or former independent contractor concerning the employee benefits of Multiband. 4.10.14 MMT and the MMT Affiliates do not maintain any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

Status of Employee Benefit Plans. 4.10.1 5.10.1 Set forth on Schedule 4.10.1(a) 5.10.1 attached hereto is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (a) is maintained or contributed to by MMT a Affiliate the Multiband Affiliates or any other person Person controlled by, controlling or under common control with MMT the Multiband Affiliates (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“Multiband ERISA Affiliate”) or has been maintained or contributed to in the last six years by MMTMultiband, or any Multiband ERISA Affiliate, or with respect to which MMT has the Multiband Affiliates have or may have any liability, and (b) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of MMT the Multiband Affiliates or any Multiband ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “MMT Multiband Employee Plans”). Schedule 4.10.1(b) identifies as such Multiband does not now and has not had at any MMT time during the last six years any Multiband Employee Plan that is (w) a “Defined Benefit Plan” (as defined in Section 414(l) of the Code); (x) a plan intended to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); or (zy) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. 4.10.2 MMT has 5.10.2 The Multiband Affiliates have delivered to Multiband DTHC copies of (a) the documents comprising each MMT Multiband Employee Plan (or, with respect to any MMT Multiband Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to the obligations of MMT the Multiband Affiliates or any Multiband ERISA Affiliate); (b) all trust agreements, insurance contracts or any other funding instruments related to the MMT Multiband Employee Plans; (c) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) PBGC or any other Governmental Body that pertain to any MMT Multiband Employee Plan and any open requests therefor; (d) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the MMT Multiband Employee Plans during the current year and each of the three preceding years; (e) all collective bargaining agreements pursuant to which contributions to any MMT Multiband Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by MMT the Multiband Affiliates or any Multiband ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (f) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any MMT Multiband Employee Plan; and (g) with respect to MMT Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; and (h) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to MMT Multiband Employee Plan participants, regarding the MMT Multiband Employee Plans. 4.10.3 5.10.3 Except as set forth on Schedule 4.10.35.10.3 attached hereto, MMT has the Multiband Affiliates have made full payment for all amounts that are required under the terms of each MMT Multiband Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such MMT Multiband Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such MMT Multiband Employee Plan, whether or not waived. The value of the assets of each MMT Multiband Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such MMT Employee Plan. MMT is not required to provide security to a MMT Employee Plan under Section 401(a)(29) of the Codebasis). The funded status of each MMT Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 4.10.3 in a manner consistent with the Statement of Financial Accounting Standards No. 87. MMT has Multiband Affiliates have paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the MMT Multiband Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date. 4.10.4 Except as disclosed on Schedule 4.10.4, no MMT Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such MMT Employee Plan. The PBGC has not instituted or threatened a proceeding to terminate or to appoint a trustee to administer any 5.10.4 None of the MMT Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of Multiband Affiliates nor any of the MMT Employee Plans by the PBGC. No MMT Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. MMT has paid in full all insurance premiums due to the PBGC with regard to the MMT Employee Plans for all applicable periods ending on or before the Closing Date. 4.10.5 None of MMT, the MMT Shareholder, North Star Trust Company, or any fiduciary of any MMT Employee Plan, or any Multiband ERISA Affiliate has any liability or has Knowledge of any facts or circumstances that might give rise to any liability, and the transactions contemplated by this Agreement will not result in any liability, (a) for the termination of or withdrawal from any MMT Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (b) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (cb) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (dc) for any excise tax imposed by Section 4971 of the Code, or (ed) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (f) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA. 4.10.6 MMT has5.10.5 The Multiband Affiliates have, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (a) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, COBRA and (b) any applicable state statutes mandating health insurance continuation coverage for employees. Set forth on Schedule 4.10.6 5.10.6 is a list of all individuals who are current or former COBRA beneficiaries, their relationship to MMTthe Multiband Affiliates, the welfare plans they participated in, the benefits they elected to receive under COBRA and the expiration (or expected expiration) of their coverage. 4.10.7 5.10.6 The form forms of all MMT Multiband Employee Plans is in material compliance with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in accordance with their terms and each of the MMT Multiband Employee Plans and the administration thereof, is and has been in compliance with the requirements of any and all applicable statutes, orders, or governmental rules or regulations, including, but not limited to, ERISA and the Code. To MMT’s and each MMT Shareholder’s the Multiband Affiliates’ Knowledge, none of MMT the Multiband Affiliates or any fiduciary of a MMT Multiband Employee Plan has violated the requirements of Section 404 of ERISA. All required reports and descriptions of the MMT Multiband Employee Plans (including Internal Revenue Service/Department of Labor Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions and Summaries of Material Modifications) have been (when required) timely filed with the IRS, the U.S. Department of Labor or other Governmental Body and distributed as required, and all notices required by ERISA or the Code or any other Legal Requirement with respect to the MMT Multiband Employee Plans have been appropriately given. 4.10.8 5.10.7 Each MMT Multiband Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan, has Knowledge of any circumstances that will or could result in revocation of any such favorable determination letter. Each trust created under any MMT Multiband Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan has Knowledge of any circumstance that will or could result in a revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) that utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code has been the subject of a notification by the IRS that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the plan complies with Section 505 of the Code, unless the IRS does not, as a matter of policy, issue such notification with respect to the particular type of plan. With respect to each MMT Multiband Employee Plan, no event has occurred or condition exists that will or could give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code. 4.10.9 5.10.8 There is no material pending or threatened proceeding relating to any MMT Multiband Employee Plan, nor is there any basis for any such proceeding. No action, lawsuitsuit, grievance, or arbitration or other manner of litigation or claim with respect to the assets thereof of any MMT Multiband Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration, for which plan administrative review procedures have not been exhausted) is pending, threatened or imminent against or with respect to any of the MMT Multiband Employee Plans, the Trust, MMTMultiband Affiliates, any Multiband ERISA affiliate, or any Fiduciary of a MMT Employee Plan. None of MMT, the MMT Shareholder, North Star Trust Company, or any fiduciary of a MMT Multiband Employee Plan. None of Multiband or any fiduciary of a Multiband Employee Plan has engaged in a transaction with respect to any MMT Multiband Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could reasonably be expected to subject MMT Multiband to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The transactions contemplated by this Agreement Contemplated Transactions will not result in the assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA. 4.10.10 MMT and the MMT 5.10.9 The Multiband Affiliates have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise except as disclosed on Schedule 4.10.105.10.10. 4.10.11 5.10.10 Except as set forth on Schedule 4.10.11 5.10.11 and as required by Legal Requirements, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any present of former director, employee, officer, or independent contractor of MMT or the MMT Multiband Affiliates. There are no contracts or arrangements with respect to the Multiband Affiliates providing for payments that could subject any person Person to liability for tax under Section 4999 of the Code. 4.10.12 5.10.11 Except as set forth on Schedule 4.10.12 5.10.12 and for the continuation coverage requirements of COBRA, MMT does the Multiband Affiliates do not have any potential liability for benefits to present or former employees, independent contractors or their respective dependents following termination of employment or retirement under any of the MMT Multiband Employee Plans that are Employee Welfare Benefit Plans. 4.10.13 5.10.12 No written or oral representations have been made to any employee, independent contractor, or former employee or former independent contractor of MMT the Multiband Affiliates promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). No written or oral representations have been made to any present or former employee or independent contractor of MMT Multiband or MMT Multiband Affiliate or former independent contractor concerning the employee benefits of Multibandthe Multiband Affiliates. 4.10.14 MMT and the MMT 5.10.13 The Multiband Affiliates do not maintain any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

Status of Employee Benefit Plans. 4.10.1 5.10.1 Set forth on Schedule 4.10.1(a) 5.10.1 attached hereto is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (a) is maintained or contributed to by MMT a Affiliate the Multiband Affiliates or any other person controlled by, controlling or under common control with MMT the Multiband Affiliates (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“Multiband ERISA Affiliate”) or has been maintained or contributed to in the last six years by MMTMultiband, or any Multiband ERISA Affiliate, or with respect to which MMT has the Multiband Affiliates have or may have any liability, and (b) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of MMT the Multiband Affiliates or any Multiband ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “MMT Multiband Employee Plans”). Schedule 4.10.1(b) 5.10.1 attached hereto identifies as such any MMT Multiband Employee Plan that is (w) a “Defined Benefit Plan” (as defined in Section 414(l) of the Code); (x) a plan intended to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); or (z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. 4.10.2 MMT has 5.10.2 The Multiband Affiliates have delivered to Multiband DTHC and MMT copies of (a) the documents comprising each MMT Multiband Employee Plan (or, with respect to any MMT Multiband Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to the obligations of MMT the Multiband Affiliates or any Multiband ERISA Affiliate); (b) all trust agreements, insurance contracts or any other funding instruments related to the MMT Multiband Employee Plans; (c) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) PBGC or any other Governmental Body that pertain to any MMT Multiband Employee Plan and any open requests therefor; (d) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the MMT Multiband Employee Plans during the current year and each of the three preceding years; (e) all collective bargaining agreements pursuant to which contributions to any MMT Multiband Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by MMT the Multiband Affiliates or any Multiband ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (f) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any MMT Multiband Employee Plan; (g) with respect to MMT Multiband Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; and (h) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to MMT Multiband Employee Plan participants, regarding the MMT Multiband Employee Plans. 4.10.3 5.10.3 Except as set forth on Schedule 4.10.35.10.3 attached hereto, MMT has the Multiband Affiliates have made full payment for all amounts that are required under the terms of each MMT Multiband Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such MMT Multiband Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such MMT Multiband Employee Plan, whether or not waived. The value of the assets of each MMT Multiband Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such MMT Multiband Employee Plan. MMT Multiband is not required to provide security to a MMT Multiband Employee Plan under Section 401(a)(29) of the Code. The funded status of each MMT Multiband Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 4.10.3 5.10.3 attached hereto in a manner consistent with the Statement of Financial Accounting Standards No. 87. MMT has The Multiband Affiliates have paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the MMT Multiband Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date. 4.10.4 5.10.4 Except as disclosed on Schedule 4.10.45.10.4 attached hereto, no MMT Multiband Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such MMT Multiband Employee Plan. The PBGC has not instituted or threatened a proceeding to terminate or to appoint a trustee to administer any of the MMT Multiband Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of any of the MMT Multiband Employee Plans by the PBGC. No MMT Multiband Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. MMT has The Multiband Affiliates have paid in full all insurance premiums due to the PBGC with regard to the MMT Multiband Employee Plans for all applicable periods ending on or before the Closing Date. 4.10.5 5.10.5 None of MMT, the MMT Shareholder, North Star Trust Company, or Multiband Affiliates nor any fiduciary of any MMT Employee Plan, or any Multiband ERISA Affiliate has any liability or has Knowledge of any facts or circumstances that might give rise to any liability, and the transactions contemplated by this Agreement will not result in any liability, (a) for the termination of or withdrawal from any MMT Multiband Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (b) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (c) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (d) for any excise tax imposed by Section 4971 of the Code, (e) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (f) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA. 4.10.6 MMT has5.10.6 The Multiband Affiliates have, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (a) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, COBRA and (b) any applicable state statutes mandating health insurance continuation coverage for employees. Set forth on Schedule 4.10.6 5.10.6 is a list of all individuals who are current or former COBRA beneficiaries, their relationship to MMTthe Multiband Affiliates, the welfare plans they participated in, the benefits they elected to receive under COBRA and the expiration (or expected expiration) of their coverage. 4.10.7 5.10.7 The form forms of all MMT Multiband Employee Plans is in material compliance with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in accordance with their terms and each of the MMT Multiband Employee Plans and the administration thereof, is and has been in compliance with the requirements of any and all applicable statutes, orders, or governmental rules or regulations, including, but not limited to, ERISA and the Code. To MMT’s and each MMT Shareholder’s the Multiband Affiliates’ Knowledge, none of MMT the Multiband Affiliates or any fiduciary of a MMT Multiband Employee Plan has violated the requirements of Section 404 of ERISA. All required reports and descriptions of the MMT Multiband Employee Plans (including Internal Revenue Service/Department of Labor Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions and Summaries of Material Modifications) have been (when required) timely filed with the IRS, the U.S. Department of Labor or other Governmental Body and distributed as required, and all notices required by ERISA or the Code or any other Legal Requirement with respect to the MMT Multiband Employee Plans have been appropriately given. 4.10.8 5.10.8 Each MMT Multiband Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan, has Knowledge of any circumstances that will or could result in revocation of any such favorable determination letter. Each trust created under any MMT Multiband Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and none of MMT and the MMT Multiband Affiliates or any fiduciary of any Employee Benefit Plan has Knowledge of any circumstance that will or could result in a revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in Section 3(1) of ERISA) that utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code has been the subject of a notification by the IRS that such funding vehicle qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the plan complies with Section 505 of the Code, unless the IRS does not, as a matter of policy, issue such notification with respect to the particular type of plan. With respect to each MMT Multiband Employee Plan, no event has occurred or condition exists that will or could give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code. 4.10.9 5.10.9 There is no material pending or threatened proceeding relating to any MMT Multiband Employee Plan, nor is there any basis for any such proceeding. No action, lawsuitsuit, grievance, or arbitration or other manner of litigation or claim with respect to the assets thereof of any MMT Multiband Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration, for which plan administrative review procedures have not been exhausted) is pending, threatened or imminent against or with respect to any of the MMT Multiband Employee Plans, the Trust, MMTMultiband Affiliates, any ERISA affiliate, or any Fiduciary fiduciary of a MMT Multiband Employee Plan. None of MMT, the MMT Shareholder, North Star Trust Company, Multiband or any fiduciary of a MMT Multiband Employee Plan has engaged in a transaction with respect to any MMT Multiband Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could reasonably be expected to subject MMT Multiband to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The transactions contemplated by this Agreement Contemplated Transactions will not result in the assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA. 4.10.10 MMT and the MMT 5.10.10 The Multiband Affiliates have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise except as disclosed on Schedule 4.10.105.10.10. 4.10.11 5.10.11 Except as set forth on Schedule 4.10.11 5.10.11 and as required by Legal Requirements, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any present of former director, employee, officer, or independent contractor of MMT or the MMT Multiband Affiliates. There are no contracts or arrangements with respect to the Multiband Affiliates providing for payments that could subject any person to liability for tax under Section 4999 of the Code. 4.10.12 5.10.12 Except as set forth on Schedule 4.10.12 5.10.12 and for the continuation coverage requirements of COBRA, MMT does the Multiband Parties do not have any potential liability for benefits to present or former employees, independent contractors or their respective dependents following termination of employment or retirement under any of the MMT Multiband Employee Plans that are Employee Welfare Benefit Plans. 4.10.13 5.10.13 No written or oral representations have been made to any employee, independent contractor, or former employee or former independent contractor of MMT the Multiband Parties promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). No written or oral representations have been made to any present or former employee or independent contractor of MMT Multiband or MMT Multiband Affiliate or former independent contractor concerning the employee benefits of Multibandthe Multiband Parties. 4.10.14 MMT and the MMT 5.10.14 The Multiband Affiliates do not maintain any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.