Common use of Employee Benefit Programs Clause in Contracts

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SCHEDULE 2.22 sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed and its Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options period beginning or other securities, or (iii) is otherwise materialending on the date hereof. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for section. Each such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and Employee Program has, in fact, been remained qualified under the applicable Section section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is does not required know, nor should it reasonably know, of any material failure of any party to make comply with any payments laws applicable with respect to the Employee Programs that have been maintained by the Company or contributions any of its Subsidiaries. With respect to any Employee Program pursuant ever maintained by the Company, any Subsidiary or any affiliate thereof, there has been no "prohibited transaction" as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. To the best knowledge of the Company, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or overtly threatened with respect to any collective bargaining agreement or such Employee Program. (d) Neither the Company, any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without its Subsidiaries nor any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Company upon date hereof. There is no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing maintained by the Company or promising any health Subsidiary thereof and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to Title IV of ERISA there (i) has been no "reportable event," within the meaning of Section 4043 of ERISA (for which the notice requirement is not waived under 29 C.F.R, Part 2615) and (ii) no event or condition which presents a material risk of plan termination. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or applicable law) with respect to all Employee Programs maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.22). Except as described in SCHEDULE 2.22, no Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA has ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, as of the date hereof. Except as described in SCHEDULE 2.22, none of the Employee Programs maintained by the Company or any Subsidiary thereof has ever provided or promised health care or non-pension benefits to terminated employees, former employees (other than as required by Code Part 6 of subtitle B of title I of ERISA). (e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Parent: (i) all documents embodying or governing such Employee Program, as they may have been amended to the date hereof; (ii) the most recent IRS determination letter with respect to such Employee Program and any applications for determination subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable SCHEDULES attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (vi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program. (f) Except as disclosed in SCHEDULE 2.22 hereto, no collective bargaining agreement or other contract, written or oral, with any trade or labor union, employees' association or similar organization is in effect as of the date hereof with respect to any employee of the Company or any of its Subsidiaries, and neither the Company, any of its Subsidiaries nor any affiliate has ever maintained or participated in any multiemployer plan, as defined in Section 4980B.3(37) of ERISA. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.24 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthe Closing. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is section. The Company does not yet due know, and has no reason to be filed with the IRS with respect to know, of any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission that has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is does not required know, and has no reason to make know, of any payments or contributions failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program pursuant to ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of the ERISA or Section 4975 of the Code, or breach of any collective bargaining agreement duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion of the Company without which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC, Merger Sub or AMG. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company upon nor any ERISA Affiliate has incurred any liability under title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing ever maintained by the Company or promising any health Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company or an ERISA Affiliate and subject to title IV of ERISA, there has been no (nor will be any as a result of the transaction contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which notice the notice requirement is not waived under 29 C.F.R. Part 2615) and (ii) no event or condition which presents a material risk of plan termination or any other event that may cause the Company or any ERISA Affiliate to incur 18 26 liability or have a lien imposed on its assets under title IV of ERISA. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company or any Affiliate, for all periods prior to the Closing, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 3.24). Except as described in Schedule 3.24, no Employee Program maintained by the Company or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan. None of the Employee Programs ever maintained by the Company or any Affiliate has ever provided health care or any other non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. Any Employee Program which has been subject to Title IV of ERISA has been terminated in accordance with Section 4041 of ERISA and the regulations promulgated thereunder. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available to AMG: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for AMG to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Each Employee Program listed on Schedule 3.24 may be amended, terminated, modified or otherwise revised by the Company, including the elimination of any and all future benefit accruals under any Employee Program (except claims incurred but not reported under any welfare plan or any benefit described in Section 4980B.411(d)(6) of the Code). (g) The GeoCapital Corporation Defined Benefit Pension Plan met the requirements of Section 4021(b)(13) of ERISA at all times and as a result, was not required make any filings with the Pension Benefit Guaranty Corporation including without limitation, filings in connection with the termination of such plan.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.14 lists every Employee Program (as defined below) that has been is maintained (as defined below) by the Company or any Subsidiary at the date hereof, that Seller or any Affiliate of the Company (as defined below) maintains for any Company Employee or Union Employee, or that provides benefits to any Company Employee or Union Employee. (b) Each Employee Program maintained by the Company or to an Affiliate which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such section. (c) To the knowledge of Seller and its Affiliates (including the Company), there is no material failure of any party to comply with any laws applicable to the Employee Programs maintained by Seller or its Affiliates (including the Company) as of the date hereof. With respect to any Employee Program ever maintained by the Company or any Affiliate with respect to the Company Employees or Union Employees, other than any Multiemployer Plan, there has occurred no “prohibited transaction,” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, or breach of any material duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any material taxes, penalties or other liability to the Company, any Subsidiary or Buyer. No litigation, arbitration, or governmental administrative proceeding (or an application investigation) or other proceeding (other than those relating to routine claims for such a determination or opinion or approval letter benefits) is not yet due pending or, to be filed with the IRS knowledge of Seller and its Affiliates (including the Company), threatened with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose Seller and its qualification under the applicable Code Section. The Company is not Affiliates have timely made all required to make any payments or contributions to all Multiemployer Plans. (d) Neither the Company nor any Affiliate (i) has ever maintained any Employee Program pursuant which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or applicable state laws) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company or any Affiliate with respect to the Company Employees or Union Employees, other than any Multiemployer Plan, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c) (9); (iii) the two most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the summary plan description for such Employee Program and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program. (f) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 3.11 of the Seller Disclosure Schedule sets forth a list of every Employee Program that has been currently maintained by the Company Seller or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialan Affiliate. (b) The terms and operation of each Each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been currently maintained by the Company and Seller or an Affiliate which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with section. To the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section knowledge of the Code from the effective date of such Employee Program through and including the Closings (orSeller, if earlier, the date that all of such Employee Program’s assets were distributed). No no event or omission has occurred which would cause such any Employee Program currently maintained by the Seller or an Affiliate to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). The Company is not required to make Each asset held under any payments such Employee Program may be liquidated or contributions terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program pursuant currently maintained by the Seller or an Affiliate. (c) All of the Employee Programs currently maintained by the Seller and its Affiliates comply and have been maintained in all material respects with all applicable requirements of ERISA, the Code and other applicable laws. There has occurred no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to the Employee Programs currently maintained by the Seller and its Affiliates which is likely to result in the imposition of any penalties or taxes upon Seller or its Affiliates under Section 502(i) of ERISA or Section 4975 of the Code. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller, threatened with respect to any collective bargaining agreement such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to the Employee Programs currently maintained by the Seller or any applicable labor relations lawAffiliate, and for all Employee Programs are terminable at the discretion of the Company without liability periods prior to the Company upon Closing Date, either have been made or following such terminationhave been accrued. (d) Neither the Seller nor any Affiliate has incurred any material liability under title IV of ERISA which has not been paid in full prior to the Closing. The Company There has never maintained been no "accumulated funding deficiency" (whether or contributed not waived) with respect to any Employee Program providing currently maintained by the Seller or promising any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program currently maintained by the Seller or any Affiliate and subject to Title IV of ERISA, there has been no (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder (other than as may arise from the transactions contemplated by this Agreement), and (ii) event or condition which presents a material risk of a plan termination (other than as may arise from the transactions contemplated by this Agreement) or any other event that may cause the Seller or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Except as described in Section 3.11 of the Seller Disclosure Schedule, no Employee Program currently maintained by the Seller or any Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. None of the Employee Programs currently maintained by the Seller or any Affiliate provides health care or any other nonpension life insurance benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or applicable state insurance laws. (e) With respect to each Employee Program currently maintained by the Seller or an Affiliate, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to the Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the most recent actuarial valuation reports completed with respect to such Employee Program; (v) the most recent summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the past year with respect to such Employee Program.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.17 attached hereto sets forth a list description of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by the Company or to which the Company has contributed Seller at any time since its inception and during the three (i3) is subject years prior to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialdate hereof. (b) The terms and operation of each Each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which listed on Schedule 2.17 hereto that has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service (the “IRS”) regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which that would cause such any Employee Program to lose its qualification under the applicable Code Sectionsection. The Company is Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) There has not required been any failure of any party to make comply with any payments or contributions laws applicable with respect to any Employee Program pursuant that has been maintained by Seller. With respect to any collective bargaining agreement Employee Programs now or heretofore maintained by Seller, there has occurred no (i) “prohibited transaction” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Code Section 4975 or (ii) breach of any duty under ERISA or other applicable law which, in the case of either of (i) or (ii), could result directly or indirectly in any taxes, penalties or other liability to Buyer, Seller or any applicable labor relations lawaffiliate (as defined below). No litigation, and arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller, threatened with respect to any such Employee Program. All payments and/or contributions required to have been made with respect to all Employee Programs are terminable at the discretion either have been made or have been accrued. (d) Neither Seller, nor any of the Company without liability to the Company upon its affiliates has ever (i) provided health care or following such termination. The Company has never maintained or contributed any other non-pension benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment was terminated employees, (other than as required by Code Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits or (ii) maintained an Employee Program that is subject to Title IV of ERISA, Section 4980B.401(a) or Section 412 of the Code, including, without limitation, any Multiemployer Plan. (e) No Seller Employee Program will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement or any agreement or document executed pursuant hereto. (f) For purposes of this Section 2.17:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.23 sets forth a list of every Employee Program that has been maintained by the Company Seller or to which the Company has contributed an Affiliate at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respectssix-year period ending on the Closing Date. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company Seller or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code") has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). The Company is not required to make any payments or contributions With respect to any Employee Program pursuant to any collective bargaining agreement ever maintained by the Seller or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or (ii) failure to comply with any provision of ERISA, other applicable labor relations law, and or any agreement which, in the case of either of (i) or (ii), could subject the Seller or any Affiliate to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs are terminable at ever maintained by the discretion of the Company without liability Seller or any Affiliate, for all periods prior to the Company upon Closing Date, either have been made or following have been accrued (and all such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.unpaid but accrued amounts are described on Schedule 2.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 2.25 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed Seller at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialthree-year period ending on the Closing date. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company Seller and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service (“IRS”) regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been continuously qualified under the applicable Section section of the Code from since the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Seller does not know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by Seller. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant ever maintained by Seller, there has occurred no “prohibited transaction,” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement or such Employee Program. (d) Neither Seller nor any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by Seller within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SCHEDULE 2.20 sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed and its Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialpast six years. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for section. Each such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and Employee Program has, in fact, been remained qualified under the applicable Section section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is not required in compliance with any laws applicable with respect to make the Employee Programs that have been maintained by the Company or any payments or contributions of its Subsidiaries. With respect to any Employee Program pursuant ever maintained by the Company, any Subsidiary or any affiliate thereof, there has been no "prohibited transaction" as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of the Company, threatened with respect to any collective bargaining agreement or such Employee Program. (d) Neither the Company, any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without its Subsidiaries nor any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Company upon date hereof. There is no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing maintained by the Company or promising any health or other nonpension benefits Subsidiary thereof and subject to terminated employees, other than as required by Code Section 4980B.412 or ERISA

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.21 sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed and its Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options period beginning or other securities, or (iii) is otherwise materialending on the date hereof. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for section. Each such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and Employee Program has, in fact, been remained qualified under the applicable Section section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is does not required know, nor should it reasonably know, of any material failure of any party to make comply with any payments laws applicable with respect to the Employee Programs that have been maintained by the Company or contributions any of its Subsidiaries. With respect to any Employee Program pursuant ever maintained by the Company, any Subsidiary or any affiliate thereof, there has been no "prohibited transaction" as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. To the best knowledge of the Company, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or overtly threatened with respect to any collective bargaining agreement or such Employee Program. (d) Except as described in Schedule 2.21, neither the Company, any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without its Subsidiaries nor any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Company upon date hereof. There is no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing maintained by the Company or promising any health Subsidiary thereof and subject to Code Section 412 or ERISA (for which the notice requirement is not waived under 29 C.F.R., Part 2615) and (ii) no event or condition which presents a material risk of plan termination. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or application law) with respect to all Employee Programs maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.21. Except as described in Schedule 2.21, no Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA has ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, as of the date hereof. Except as described in Schedule 2.21, none of the Employee Programs maintained by the Company or any Subsidiary thereof has ever provided or promised health care or non-pension benefits to terminated employees, former employees (other than as required by Code Part 6 of subtitle B of title I of ERISA). (e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Parent: (i) all documents embodying or governing such Employee Program, as they may have been amended to the date hereof; (ii) the most recent IRS determination letter with respect to such Employee Program and any applications for determination subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (vi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program. (f) Except as disclosed in Schedule 2.21 hereto, no collective bargaining agreement or other contract, written or oral, with any trade or labor union, employees' association or similar organization is in effect as of the date hereof with respect to any employee of the Company or any of its Subsidiaries, and neither the Company, any of its Subsidiaries nor any affiliate has ever maintained or participated in any multiemployer plan, as defined in Section 4980B.3(37) of ERISA. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SCHEDULE 2.20 sets forth a list of every Employee Program (as defined in Section 2.20(g)(i)) that has been maintained by the Company or to which the Company has contributed and its Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialperiod ending on the date hereof. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for section. Each such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and Employee Program has, in fact, been remained qualified under the applicable Section section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. The section. (c) To the best knowledge of the Company, the Company is not required in compliance with any laws applicable with respect to make the Employee Programs that have been maintained by the Company or any payments or contributions of its Subsidiaries within the last three years. With respect to any Employee Program pursuant maintained by the Company within the last three years, any Subsidiary or any affiliate thereof, there has been no "prohibited transaction" as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or material breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of the Company, threatened with respect to any collective bargaining agreement or such Employee Program. (d) Neither the Company, any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without its Subsidiaries nor any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Company upon date hereof. There is no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing maintained by the Company or promising any health Subsidiary thereof and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to Title IV of ERISA there (i) has been no "reportable event," within the meaning of Section 4043 of ERISA (for which the notice requirement is not waived under 29 C.F.R, Part 2615) and (ii) no event or condition which presents a material risk of plan termination. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or applicable law) with respect to all Employee Programs maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.20). Except as described in SCHEDULE 2.20, no Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA has ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, as of the date hereof. Except as described in SCHEDULE 2.20 or as set forth in EXHIBIT C, none of the Employee Programs maintained by the Company or any Subsidiary thereof has ever provided or promised health care or non-pension benefits to terminated employees, former employees (other than as required by Code Part 6 of subtitle B of title I of ERISA). (e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Parent: (i) all documents embodying or governing such Employee Program, as they may have been amended to the date hereof; (ii) the most recent IRS determination letter with respect to such Employee Program and any applications for determination subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (vi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program. (f) Except as disclosed in SCHEDULE 2.20 hereto, (i) no collective bargaining agreement or other contract, written or oral, with any trade or labor union or association or organization of employees however denominated is in effect as of the date hereof with respect to the Company or any of its Subsidiaries and any union, or the Company or any of its Subsidiaries and their employees, and (ii) none of the Company, any of its Subsidiaries nor any affiliate has ever maintained or participated in any multiemployer plan, as defined in Section 4980B.3(37) of ERISA. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 2.28 lists every Employee Program ------------------------- ------------- (as defined below) that has been maintained (as defined below) by the either Company or to which the Company has contributed any of their Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialthree-year period ending on the Closing Date. (ba) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the either Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (b) Neither Company nor any Stockholder knows or has reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by either Company or any of its Subsidiaries. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant ever maintained by either Company or any of its Subsidiaries, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to either Company, any Subsidiary or Buyer. No litigation, arbitration, governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. No Employee Program has any material unfunded or underfunded obligation to provide benefits to any applicable labor relations lawpast, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon current or following such termination. The Company future participant therein. (c) Neither Company, any Subsidiary nor any Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits. (d) With respect to each Employee Program maintained by either Company or any Subsidiary within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements), as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.24, lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthis Agreement. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been is maintained by the Company and which has at any time been is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that for all of such Employee Program’s assets were distributed)time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is does not required know and has no reason to make know, of any payments or contributions failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program pursuant to maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any collective bargaining agreement duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion of the Company without which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company upon or following such termination. The Company nor any ERISA Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of every Each Employee Program that which has ever been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company Subsidiary and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code (i) has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section section, or (or an application ii) is a prototype plan that is within the remedial amendment period for seeking such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) letter, and has, in fact, been qualified under operated in all material respects in compliance with the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section of the Code. (b) The Company does not know of any failure of any party to comply in all material respects with any laws applicable to the Employee Programs that have been maintained by the Company or any Subsidiary. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is not required pending or, to make the Company's knowledge, threatened with respect to any payments or contributions to such Employee Program. (c) Neither the Company nor any Subsidiary nor any Affiliate (as defined below) (i) has ever maintained any Employee Program pursuant which has been subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including, but not limited to, any Multi-employer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any collective bargaining agreement employees after their employment is terminated or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability has ever promised to the Company upon or following provide such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension post-termination benefits to terminated employees, (other than as required by Code Section 4980B.part 6 of subtitle B of title I of ERISA). (d) With respect to each Employee Program maintained by the Company or any Subsidiary within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered, or made available, to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Sections 401 or 501(c)(9) of the Code, and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan. (e) Except as set forth in Schedule 2.20, neither the execution and delivery of this Agreement by the Company, nor the consummation of the Transactions will constitute a change of control (or any similar event) under any Employee Program or result in, or give any Person the right to any, acceleration of any benefits or amounts payable under or in connection with any Employee Program (including, without limitation, any employment or consulting agreement). (f) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 2.28 lists every Employee ------------------------- ------------- Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialthree-year period ending on the Closing Date. (ba) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (b) The Company is and the Principal Stockholders do not required know and have no reason to make know, of any payments or contributions failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program pursuant to ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any collective bargaining agreement duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion of the Company without which could result, directly or indirectly, in any taxes, penalties or other liability to the Company upon or following Buyer. No litigation, arbitration, governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such terminationEmployee Program. The No Employee Program has any material unfunded or underfunded obligation to provide benefits to any past, current or future participant therein. (c) Neither the Company nor any Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post- termination benefits. (d) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements), as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B. (c) Except as set forth on Section 2.18 of the Disclosure Schedule all grants of stock options or restricted stock to employees or consultants have a four year vesting schedule with a cliff vesting of 25% on the one year anniversary of the date of grant and further vesting of 6.25% per quarter thereafter for the remaining term.

Employee Benefit Programs. (a) Section 2.18 Schedule 3.22(a) lists each material Employee Program (as defined below) that is maintained (as defined below) by Lexecon as of the Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialClosing Date. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company Lexecon and which has at any time been intended to qualify under Section 401(a) or 501(c)(9of the Code, and each associated trust which at any time has been intended to be exempt from taxation pursuant to Section 501(a) of the Code has received is the subject of a favorable determination or determination, opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification or exemption from taxation, as applicable, under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified or tax exempt, as applicable, under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No To the knowledge of Lexecon, no event or omission has occurred which would will cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Lexecon does not know and has no reason to know of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by Lexecon. The Company No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is not required pending or threatened with respect to make any payments or contributions Employee Program. With respect to any Employee Program pursuant ever maintained by Lexecon, for all periods for which the applicable statute of limitations has not expired, to any collective bargaining agreement the knowledge of Lexecon, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or any material violation of, or material breach of any duty under, ERISA or other applicable labor relations lawlaw (including, and all Employee Programs are terminable at the discretion without limitation, any health care continuation requirements (under part 6 of the Company without subtitle B of Title I or ERISA, or otherwise) or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other material liability to the Company upon Lexecon or following such termination. The Company Nextera. (d) Neither Lexecon nor any ERISA Affiliate (as defined below) has never ever (i) maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA; (ii) maintained any Multiemployer Plan (as defined below); or promising (iii) except as set forth on Schedule 3.22(d), provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by Code Section 4980B.part 6 of subtitle B of title I of ERISA or benefits that continue for a brief period of time after

Employee Benefit Programs. (a) Section 2.18 2.14(a) of the Company Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which any of its Subsidiaries (the “Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialEmployee Programs”). (b) The terms and operation of each Each Company Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under with respect to such Section (qualification, or may rely on an application for such a determination or opinion or approval letter is not yet due to be filed with issued by the IRS with respect to any “disqualifying provision” within a prototype plan adopted in accordance with the meaning of Treasury Regulation Section 1.401(b)-1 requirements for such reliance, or has been timely filed and is pending with time remaining for application to the IRS) and has, in fact, been qualified under the applicable Section IRS for a determination of the Code from the effective date qualified status of such Company Employee Program through and including for any period for which such Company Employee Program would not otherwise be covered by an IRS determination. To the Closings (orKnowledge of the Company, if earlier, the date that all of such Employee Program’s assets were distributed). No no event or omission has occurred which that would reasonably be expected to cause such any Company Employee Program intended to qualify under Section 401(a) of the Code to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits. (c) Each Company Employee Program has been administered in all material respects in accordance with its terms and in accordance with ERISA, the Code and other applicable Laws. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened in writing with respect to any such Company Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued or otherwise adequately reserved on the Company Financial Statements except as would not be material. (d) No Company Employee Program has been or is subject to Section 302 or Title IV of ERISA and/or Code Section. The Section 412, including a Multiemployer Plan, and the Company is does not required to make have any payments or contributions to liability for any Employee Program pursuant that is subject to any collective bargaining agreement Title IV of ERISA and that is or any applicable labor relations lawhas been maintained, and all Employee Programs are terminable at contributed to, or required to be contributed to by an ERISA Affiliate of the discretion Company. None of the Company without liability to the Company upon Employee Programs provides (or following such termination. The Company has never maintained ever provided) health care or contributed any other welfare benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or state continuation Laws to which the former employee pays all required premiums) or has ever promised to provide such post-termination benefits. (e) For purposes of this Section 2.14: (i) An entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, or has any obligation (by agreement or under applicable Laws) to contribute to or provide benefits under or through such Employee Program, or if such Employee Program provides benefits to or otherwise covers or has covered employees of such entity (or their spouses, dependents, or beneficiaries). (ii) An entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company or any Subsidiary of the Company under ERISA Section 4001(b) or Code Section 4980B.414(b), (c), or (m). (f) Notwithstanding any other provision of this Agreement, the representations and warranties contained in Section 2.14(a) through Section 2.14(e) constitute the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to ERISA and other Laws relating to employee benefits matters.

Employee Benefit Programs. (a) Section 2.18 of the The Disclosure Schedule sets forth a complete and correct list of every all employee benefit plans, as defined in Section 3(3) of the Employee Program that has been maintained Retirement Income Security Act of 1974, as amended (“ERISA”), and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by the Company on behalf of current or to former directors, officers or employees of the Company, or for which the Company has contributed at any time since its inception and liability, contingent or otherwise (i) is subject to ERISAcollectively, (ii) involves the issuance of options or other securities, or (iii) is otherwise material“Benefit Plans”). (b) The Benefit Plans have been operated and administered in accordance with their terms and operation the applicable requirements of each Employee Program comply with all the Code and applicable laws and regulations relating to such Employee Program law in all material respects. All contributions and all payments and premiums required to have been made to or under any Benefit Plan have been timely and properly made (or otherwise properly accrued if not yet due), and nothing has occurred with respect to the operation of the Benefit Plans that would cause the imposition of any liability, penalty or tax under ERISA or the Code. (c) No Benefit Plan is subject to Title IV of ERISA, or a multiemployer plan within the meaning of Section 3(37)(A) of ERISA. Neither the Company nor any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”), has incurred any liability under title IV of ERISA or Section 412 of the Code, except for such liability that has been paid in full. (d) There are no unfunded obligations pending or, to knowledge of the Company under Company, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program of the Benefit Plans. (e) Each of the Benefit Plans which has been maintained by the Company and which has at any time been is intended to qualify under be “qualified” within the meaning of Section 401(a) or 501(c)(9) 401 of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification and no event has occurred and no condition exists which would result in the revocation of any such determination letter. Any voluntary employee benefit association which provides benefits to current or former employees of the Company, or their beneficiaries, is and has been qualified under such Section 501(c)(9) of the Code. (or an application for such a determination or opinion or approval letter is not yet f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment becoming due to be filed with any current or former employee or director of the IRS Company, (ii) increase any benefits under any Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or other rights with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 such benefits. (g) The Company does not maintain or has been timely filed and is pending with the IRS) and hashave an obligation to contribute to, in factor provide coverage under, been qualified under the applicable Section any retiree life or retiree health plans or arrangements which provide for continuing benefits or coverage for current or former officers, directors or employees of the Code from Company, except (i) as may be required under part 6 of Title I of ERISA and at the effective date sole expense of such Employee Program through and including the Closings participant or the participant’s beneficiary, or (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program ii) pursuant to a medical expense reimbursement account described in Section 125 of the Code. (h) None of the assets of any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion Benefit Plan is stock of the Company without liability or any of its affiliates, or property leased to or jointly owned by the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.of its affiliates.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.27 sets forth a list of every Employee Program that has been maintained by the Company or to an Affiliate (including, without limitation, any entity or business which the Company has contributed acquired by asset purchase, stock purchase, merger, consolidation or other similar transaction) at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialsix-year period ending on the Closing Date. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). The Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither the Company is not required nor any Affiliate knows, nor should any of them reasonably know, of any failure of any party to make comply with any payments laws applicable with respect to the Employee Programs that have ever been maintained by the Company or contributions any Affiliate. With respect to any Employee Program pursuant ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) failure to comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject the Company or any Affiliate to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or any other governing documents or applicable labor relations law, and ) with respect to all Employee Programs are terminable at the discretion of ever maintained by the Company without liability or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.27). (d) Neither the Company upon nor any Affiliate has incurred any liability under title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing ever maintained by the Company or promising any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company or any Affiliate and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the transactions contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Except as described in Schedule 2.27, no Employee Program maintained by the Company or any Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan. None of the Employee Programs ever maintained by the Company or any Affiliate has ever provided health care or any other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the six years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the six most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last six years with respect to such Employee Program. (f) Each Employee Program required to be listed on Schedule 2.27 may be amended, terminated, or otherwise modified by the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 2.28 lists every Employee ------------------------- ------------- Program (as defined below) that has been maintained (as defined below) by the either Company or to which the Company has contributed any of their Subsidiaries at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialthree-year period ending on the Closing Date. (ba) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the either Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (b) Neither Company nor any Stockholder knows or has reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by either Company or any of its Subsidiaries. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant ever maintained by either Company or any of its Subsidiaries, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to either Company, any Subsidiary or Buyer. No litigation, arbitration, governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. No Employee Program has any material unfunded or underfunded obligation to provide benefits to any applicable labor relations lawpast, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon current or following such termination. The Company future participant therein. (c) Neither Company, any Subsidiary nor any Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post- termination benefits. (d) With respect to each Employee Program maintained by either Company or any Subsidiary within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements), as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section:

Employee Benefit Programs. (a) Section 2.18 3.19(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of every material Employee Program Plan that has been is maintained by the Company Acquired Companies or with respect to which the Company has contributed at any time since its inception and (i) is subject to ERISAAcquired Companies sponsor, (ii) involves the issuance of options participate in, are a party or other securitiescontribute to, or with respect to which an Acquired Company could reasonably be expected to have any liability, including every Employee Plan that will be transferred to an Acquired Company pursuant to Section 6.16 or pursuant to the Reorganization Agreement and in all cases excluding any Company Employee Plan that is a Multiemployer Plan (iiiwithout regard to the materiality qualifier applicable to the disclosure on Section 3.19(a) is otherwise materialof the Company Disclosure Schedule, the “Company Employee Plans”). (b) The terms and operation Except as set forth in Section 3.19(b) of the Company Disclosure Schedule, each Company Employee Program comply with all applicable laws and regulations relating to such Employee Program Plan has been maintained in compliance in all material respects, with its terms and with the requirements prescribed by applicable Law with respect to such Company Employee Plan. There are no unfunded obligations No Action is pending or, to the Company’s Knowledge, is threatened by or on behalf of any Company Employee Plan, by any employee or beneficiary covered under any such Company Employee Plan, as applicable, or otherwise involving any Company Employee Plan (other than routine claims for benefits). (c) No Combined Company, nor any “party in interest” or “disqualified person” with respect to the Company Employee Plans, has engaged in or been a party to a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975(c) of the Code) not within an exemption applying thereto under Section 408 of ERISA or Section 4975(d) of the Code. Except as set forth in Section 3.7(a) of the Company under Disclosure Schedule, neither the Combined Companies nor, to the Company’s Knowledge, any retirementother fiduciary of any Company Employee Plan has any material liability for breach of fiduciary duty or any other failure to act or comply with applicable Law in connection with the administration or investment of the assets of any Company Employee Plan. (d) Copies of the following documents, pensionwith respect to each Company Employee Plan, profitwhere applicable, have been made available to Purchaser: (i) all documents embodying or governing such Company Employee Plan and any trust or other funding medium for the Company Employee Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed IRS Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto; and (vi) all material non-sharing, deferred compensation plan routine correspondence to and from any state or similar program. If requiredfederal agency in the last three years. (e) Except as set forth in Section 3.19(e) of the Company Disclosure Schedule, each Company Employee Program which has been maintained by the Company and which has at any time been Plan that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under with respect to such Section (qualification, or may rely on an application for such a determination or opinion or approval letter is not yet due to be filed with issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such Company Employee Plan for any period for which such Company Employee Plan would not otherwise be covered by an IRS determination. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, no Company Employee Plan is a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA (each, a “disqualifying provisionTitle IV Plan”). (g) With respect to each Title IV Plan to which the Combined Companies made, or were required to make, contributions at any time during the plan year that includes the Closing Date and the five (5) preceding plan years: (i) No such Title IV Plan is currently in “at risk” status within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section 430 of the Code from or Section 303(i) of ERISA. (ii) None of the effective date Combined Companies has engaged in any transaction described in Section 4069 or 4212(c) of such Employee Program through and including the Closings ERISA. (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion iii) Except as set forth in Section 3.19(g)(iii) of the Company without Disclosure Schedule, no liability (other than for premiums to the Pension Benefit Guarantee Corporation (“PBGC”)) under Title IV of ERISA has been or, to the Knowledge of the Company, is expected to be incurred by the Combined Companies. (iv) All contributions required to be made with respect thereto (whether pursuant to the terms of such Title IV Plan or applicable Law) have been made when due. (v) The PBGC has not instituted any proceedings to terminate any such Title IV Plan and, to the Knowledge of the Company, no condition exists that presents a material risk that such proceedings will be instituted. (vi) No Combined Company upon or following such termination. The Company has never maintained would reasonably be expected to have any liability with respect to a Title IV Plan sponsored or contributed to by an ERISA Affiliate (other than another Combined Company). (h) Section 3.19(h) of the Company Disclosure Schedule sets forth a true and complete list of each Multiemployer Plan, to which the Combined Companies contribute, or is or was required to contribute at any time during the plan year which includes the Closing Date and the five (5) preceding plan years, or to which or with respect to which the Combined Companies have material liability. Except as disclosed in Section 3.19(h) of the Company Disclosure Schedule, none of the Combined Companies (i) has, within the preceding six (6) years, withdrawn in a complete or partial withdrawal, as such terms are defined in Sections 4203 and 4205 of ERISA, from any such Multiemployer Plan or (ii) engaged in any transaction described in Section 4202 of ERISA that has resulted in any contingent liability of the Combined Companies that has not been satisfied in full. Section 3.19(h) of the Company Disclosure Schedule sets forth the amount of any withdrawal liability that has previously been assessed against the Combined Companies that remains unpaid, and the most recent estimate received from each such Multiemployer Plan of the amount of any additional withdrawal liability under each such Multiemployer Plan that would be assessed against the Combined Companies if a complete withdrawal from each such Multiemployer Plan occurred during the applicable year identified in the estimate. (i) None of the Company Employee Program providing Plans provides health care or promising any health or other nonpension non-pension benefits to any employees of the Company Group or any of their respective Subsidiaries after their employment is terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law or pursuant to the terms of any severance plan, agreement or arrangement as set forth in Section 3.19(a) of the Company Disclosure Schedule). (j) Each Company Employee Plan that constitutes a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in operational and documentary compliance with Section 4980B.409A of the Code and applicable guidance thereunder. No payment to be made under any Company Employee Plan is, or to the Company’s Knowledge, will be, subject to penalties, Taxes or interest under Section 409A(a)(1) of the Code. (k) Except as set forth in Section 3.19(k) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement (either alone or in conjunction with any other event) will: (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit under any Company Employee Plan to any employee, officer, director or other service provider of the Combined Companies; or (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered) that would not be deductible by the Acquired Companies. (l) Except as set forth in Section 3.19(l) of the Company Disclosure Schedule, there have been no modifications of Company Employee Plans or creation of new Company Employee Plans since January 1, 2013, that materially increased the costs of the Company Employee Plans, in the aggregate. (m) The Acquired Companies and their respective Affiliates (including the other Combined Companies) do not have any obligation to gross-up, indemnify or otherwise reimburse any employee or individual consultant for any Tax incurred by such employee or individual consultant, including under Section 409A or 4999 of the Code, or any interest or penalty related thereto. (n) No Company Employee Plan is subject to the Laws of a country other than United States.

Employee Benefit Programs. (a) Section 2.18 3.19 of the Target Disclosure Schedule sets forth a list of every Employee Program employee benefit plan, stock option, bonus or incentive plan, severance pay policy or agreement, deferred compensation agreement, or any similar plan or agreement (an "EMPLOYEE PROGRAM") that has been maintained by Target or any of the Company Target Subsidiaries or to which Target or any of the Company Target Subsidiaries has contributed at any time since its inception during the three-year period ending on the date hereof and (i) is subject to ERISAthe Employee Retirement Income Security Act of 1974, as amended, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program Program. Except as set forth in all material respects. There Section 3.19 of the Target Disclosure Schedule, there are no unfunded obligations of the Company Target under any retirement, pension, profit-profit sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by the Company Target and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. The Company Target is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion . Except as set forth in Section 3.19 of the Company without liability to the Company upon or following such termination. The Company Target Disclosure Schedule, Target has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated or retired employees, other than as except to the extent required by law. (c) With respect to each Employee Program maintained by Target during the three-year period ending on the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Acquiror: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of every Employee Program that has been maintained by 2.26 identifies all retirement, pension, supplemental pension benefit, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical hospital, dental, vision care, drug, sick leave, short term or long term disability, salary continuation, unemployment benefits, vacation, incentive, compensation or any other employee benefit plan or program in existence within the Company or to which the Company has that is contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securitiesto, or required to be contributed to, by or on behalf of the Company, for the benefit of its current and former employees (iii) is otherwise material.the "Benefit Plans"); (b) The Each Benefit Plan has been maintained in material compliance with its terms and operation of each Employee Program comply with the requirements prescribed by all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under does not know and has no reason to know of any retirement, pension, profit-sharing, deferred compensation plan failure of any party to comply with any laws applicable to the Benefit Plans; (c) No promises or similar program. If required, each Employee Program which has commitments have been maintained made by the Company and which has at to its employees or former employees to amend any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination Benefit Plans, to provide increased benefits thereunder or opinion to establish any new benefit plan, except as required by applicable laws or approval letter from the IRS regarding its qualification under such Section as disclosed in Schedule 2.26; (d) All contributions or an application for such a determination or opinion or approval letter is not yet due premiums required to be filed paid, deducted or remitted and all obligations required to be performed by the Company pursuant to the terms of any Benefit Plan or by applicable laws, have been paid, deducted, remitted or performed in a timely fashion and there are no outstanding defaults or violations with regard to same; (e) All withdrawals, applications or transfers of funds or assets from any of the Benefit Plans have been in compliance with the IRS terms of such plans and with approval of the appropriate regulatory authorities; (f) The transactions contemplated in this Agreement will not, alone or upon the occurrence of any additional or subsequent event, result in any payment, acceleration, vesting or increase in benefits under any Benefit Plans with respect to any “disqualifying provision” within employee; (g) With respect to each Benefit Plan of the meaning Company, complete and correct copies of Treasury Regulation Section 1.401(b)-1 the following documents (if applicable to such Benefit Plan) have previously been delivered to Buyer: (i) all documents embodying or governing such Benefit Plan, and any funding medium for the Benefit Plan (including, without limitation, trust agreements) as they may have been amended; (ii) the summary plan description for such Benefit Plan (or other descriptions of such employee program provided to employees) and all modifications thereto; (iii) any insurance policy (including any fiduciary liability insurance policy) related to such Benefit Plan; (iv) any documents evidencing any loan to Benefit Plan that is a leveraged Offer of Purchase and Sale employee stock ownership plan; and (v) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Benefit Plans subsequent to the Closing date (including, without limitation, health care continuation requirements). (h) The Company does not maintain, and has never maintained, any pension plan for the benefit of its current and former employees (a "Pension Plan") and no Pension Plan is, or has been timely filed and is pending with the IRS) and hasever been, in fact, been qualified under the applicable Section maintained by a third party on behalf of the Code from the effective date of such Employee Program through Company; and (i) SPEQ does not presently maintain and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained any Benefit Plan or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.Pension Plan.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.24 hereto sets forth a list of every Employee Program ------------- (as hereinafter defined) that has been maintained by the Company Black & White or to which the Company Black & White has contributed at any time since its inception during the period beginning on the date of incorporation and ending on the date hereof and (i) is subject to ERISAthe Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder or otherwise, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The To the knowledge of the Stockholder and the Beneficial Owners, the terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program in all material respectsProgram. There are no unfunded obligations of the Company Black & White under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company Black & White and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “"disqualifying provision” " within the meaning of Treasury Regulation Regulation, Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. The Company Black & White is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and, except with respect to outstanding Options and the Black & White 401(k) Plan, all Employee Programs are terminable at the discretion of the Company Black & White without liability to the Company Black & White upon or following such termination. The Company Black & White has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees. (c) As used herein, other than as required by Code Section 4980B."Employee Program" shall mean any employee benefit or welfare plan, stock option, bonus or incentive plan, severance pay policy or agreement, deferred compensation agreement or any similar plan or agreement.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.23 lists every Employee Program (as defined below) that ------------- has been maintained (as defined below) by the Company MMA, RTS or to which the Company has contributed any Subsidiary at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthe Closing. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by MMA, RTS or any Subsidiary during the Company past seven years and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for section and no such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed revoked nor, to the knowledge of MMA and Sellers, is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code there any reason for such revocation from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Neither MMA nor Sellers knows or has reason to know of any failure of any party to comply in any material respect with any laws applicable to the Employee Programs that have been maintained by MMA, RTS or any Subsidiary. The Company is not required to make To the knowledge of MMA and Sellers, each Employee Program that has been maintained by MMA, RTS or any payments Subsidiary has been maintained, operated and administered in compliance in all material respects with its terms and with any related documents or contributions agreements. With respect to any Employee Program pursuant ever maintained by MMA, RTS or any Subsidiary, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any material taxes, penalties or other liability to Buyers, MMA, RTS or any Subsidiary. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement or any applicable labor relations lawsuch Employee Program. (d) All contributions to, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to payments from, any Employee Program providing maintained by MMA, RTS or promising any Subsidiary that may have been required in accordance with the terms of such Employee Program have been timely made or are properly accrued, to the extent required. Any insurance premium under any insurance policy related to an Employee Program for any period up to and including the Closing Date shall have been paid before the Closing Date. (e) None of MMA, RTS, any Subsidiary or any ERISA Affiliate (as defined below) while an ERISA Affiliate (i) has, at any time after January 1, 1992, maintained any Employee Program which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post- termination benefits that could impose a monetary obligation or material non- monetary obligation after Closing upon Buyers, MMA, RTS or any Subsidiary. (f) With respect to each Employee Program maintained by MMA, RTS or any Subsidiary within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to MMA Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for MMA Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (g) Each Employee Program listed on Schedule 3.23 may be amended, ------------- terminated, modified or otherwise revised by MMA, RTS or any Subsidiary (as the case may be) subject to compliance with applicable law. (h) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of SCHEDULE 2.22 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or any of its Subsidiaries or Affiliates (as defined below) at any time during the six-year period ending on the Closing date. (b) Each Employee Program which has ever been maintained by the Company or to which the Company has contributed at any time since of its inception and (i) is subject to ERISA, (ii) involves the issuance of options Subsidiaries or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company Affiliates and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause such any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) The Company is does not required know and has no reason to make know, of any payments failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company or contributions any of its Subsidiaries or Affiliates. With respect to any Employee Program pursuant ever maintained by the Company or any of its Subsidiaries or Affiliates, there has occurred no "prohibited transaction", as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company, any Subsidiary, or the Purchasers. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or any other governing documents or applicable labor relations law, and ) with respect to all Employee Programs ever maintained by the Company or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are terminable at the discretion described on SCHEDULE 2.22). (d) None of the Company without liability to the Company upon Company, any Subsidiary or following such termination. The Company any Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company or any Subsidiary within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) will be delivered to the Purchasers within 10 days of the date hereof: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent and the Company or any Affiliate to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Each Employee Program required to be listed on SCHEDULE 2.22 may be amended, terminated, or otherwise modified by the company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of the Company or the Subsidiary or Affiliate to so amend, terminate or otherwise modify such Employee Program. (g) Each Employee Program ever maintained by the Company or any of its Subsidiaries or Affiliates (including each non-qualified deferred compensation arrangement) has been maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that the offering of interests in such Employee Program be registered under the Securities Act of 1933 and/or state "Blue Sky" laws. (h) Each Employee Program ever maintained by the Company or any of its Subsidiaries or Affiliates has complied with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) For purposes of this Section:

Employee Benefit Programs. (a) Section 2.18 3.22 of the Target Disclosure Schedule sets forth a list of every Employee Program employee benefit plan, stock option, bonus or incentive plan, severance pay policy or agreement, deferred compensation agreement, or any similar plan or agreement (an "EMPLOYEE PROGRAM") that has been maintained by Target or any of the Company Target Subsidiaries or to which Target or any of the Company Target Subsidiaries has contributed at any time since its inception during the three-year period ending on the date hereof and (i) is subject to ERISAthe Employee Retirement Income Security Act of 1974, as amended, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program Program. Except as set forth in all material respects. There Section 3.22 of the Target Disclosure Schedule, there are no unfunded obligations of Target or any of the Company Target Subsidiaries under any retirement, pension, profit-profit sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by Target or any of the Company Target Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. The Company Neither Target nor any of the Target Subsidiaries is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion . Except as set forth in Section 3.22 of the Company without liability to Target Disclosure Schedule, neither Target nor any of the Company upon or following such termination. The Company Target Subsidiaries has never ever maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated or retired employees, other than as except to the extent required by law. (c) With respect to each Employee Program maintained by Target or any of the Target Subsidiaries during the three-year period ending on the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Acquiror: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of SCHEDULE 2.21 lists every Employee Program (as defined below) that Seller has been maintained by the Company maintained, contributed to or to under which the Company it has contributed any liability at any time since its inception December 31, 1992. With respect to each such Employee Program, Seller has made available to Buyer true and (i) is subject to ERISA, (ii) involves complete copies of the issuance of options most recent summary plan or other securities, or (iii) is otherwise materialwritten description. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by Seller or any Affiliate with respect to any employees of Seller engaged in employment related to the Company Business and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been continuously qualified under the applicable Section section of the Code from since the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. The Company is not section. (c) All payments and/or contributions required to make have been made (under the provisions of any payments agreements or contributions other governing documents or applicable law) with respect to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at ever maintained by Seller or any Affiliate with respect to any employees of Seller engaged in employment related to the discretion Business, have been timely made. (d) Except as described in SCHEDULE 2.21, no Employee Program maintained by Seller or any Affiliate with respect to any employees of Seller engaged in employment related to the Business (i) that is subject to Title IV of ERISA (other than a Multiemployer Plan, as defined in Section 3(37) of ERISA) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), or (ii) fails to comply with any provision of ERISA, other applicable law, or any agreement which, in the case of either (i) or (ii) could subject Buyer to any material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. Neither Seller nor any Affiliate has ever maintained a Multiemployer Plan, covering any employees of Seller engaged in employment related to the Business. None of the Company without liability Employee Programs ever maintained by Seller or any Affiliate has ever provided health care or any other non-pension benefits to any employees of Seller engaged in employment related to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to Business after their employment is terminated employees, (other than as required by Code Section 4980B.part 6 of subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits. (e) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.21 sets forth a list of (1) every Employee Program that maintained by the Company or its Subsidiary and (2) every Employee Program maintained at anytime within the past five years which was subject to Title IV of ERISA. Except for the Employee Programs set forth on Schedule 2.21, the Company has no liability or potential liability for any Employee Program maintained or contributed to by it, or by a current or former Affiliate. (b) Except as set forth on Schedule 2.21, each Employee Program which has ever been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company Subsidiary and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service (“IRS”) regarding its qualification under such Section (or an application for section and any such Employee Program maintained at any time since 1999 has a favorable determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or covering GUST. No such Employee Program has been timely filed and is pending with the IRS) and has, in fact, been qualified disqualified under the applicable Section section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closings date hereof (or, if earlier, the date that all of such Employee Program’s assets were distributed). No Except as set forth on Schedule 2.21, no event or omission has occurred which would could cause any such Employee Program to lose its qualification or tax exemption under the applicable Code Sectionsection, and to the extent any event or omission is identified on Schedule 2.21, the Company has filed with the IRS for its approval of the Employee Program’s correction pursuant to the IRS Employee Plans Compliance Resolution System. (c) Except as set forth on Schedule 2.21, there exists no failure of any party to comply with any laws, regulations, ordinances, rules, governmental policies, policy statements, orders of any federal, state or local government or governmental department or agency (including without limitation, the IRS, PPUC and the FCC) applicable with respect to any Employee Programs that have been maintained by the Company or its Subsidiary. The Company is not required to make any payments or contributions and its Subsidiary have complied with Section 4980B of the Code and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the regulations promulgated thereunder. Except as set forth on Schedule 2.21, with respect to any Employee Program pursuant ever maintained by the Company, its Subsidiary or any Affiliate thereof, there has been no “prohibited transaction” as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or its Subsidiary to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. Except as set forth on Schedule 2.21, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program and no facts exist which could give rise to litigation or such other proceeding. Except as set forth on Schedule 2.21, no Employee Program contributed to or maintained by the Company, or its Subsidiary or Affiliate thereof has participated in any applicable labor relations lawvoluntary correction program. Except as set forth on Schedule 2.21, each Employee Program contributed to or maintained by the Company, or its Subsidiary or Affiliate thereof has been and is operated and funded in such a manner as to qualify, where relevant and applicable, for both Federal and Pennsylvania State purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto. No under-funded defined benefit plan determined on a plan termination basis as provided in Title IV of ERISA has ever been transferred out of the controlled group of companies (within the meaning of Section 414(b) and (c) of the Code) of which the Company is a member. (d) Except as described in Schedule 2.21, neither the Company, its Subsidiary nor any Affiliate thereof, has ever maintained a defined benefit pension plan under Title IV of ERISA or has incurred any liability under Title IV of ERISA which has not been paid in full prior to the date hereof. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) and all contributions for the current year which typically have been made in the past with respect to all Employee Programs maintained by the Company or its Subsidiary, for all periods prior to the date hereof, either have been made or have been properly accrued on the Company’s financial statements (and all such unpaid but accrued amounts are terminable at the discretion described on Schedule 2.21). Except as described in Schedule 2.21, none of the Company without liability to Employee Programs maintained by the Company upon or following such termination. The Company its Subsidiary has never maintained ever provided or contributed to any Employee Program providing promised health care or promising any health or other nonpension non-pension benefits to terminated employees, former employees and/or retired or partially retired (other than as required by Part 6 of subtitle B of Title I of ERISA). (e) With respect to each Employee Program maintained by the Company or its Subsidiary within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Parent: (i) all documents embodying or governing such Employee Program, as they may have been amended to the date hereof, and any related funding vehicle which may exist for any such Employee Program; (ii) the most recent and any other material IRS determination letter with respect to such Employee Program and any applications for determination subsequently filed with the IRS; (iii) the IRS Forms 5500, with all applicable schedules attached thereto and any PBGC Form I filed within the three (3) years prior to the date hereof; (iv) the three most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) premium statements and summary pages of insurance policies related to such Employee Programs; (vii) a copy of any and all filings made with any government entity (including, but not limited to, the IRS, the Pension Benefit Guaranty Corporation (“PBGC”) and the Department of Labor) for the previous three years which relate to any such Employee Program; and (viii) each other document, explanation or communication which describes any relevant and material aspect of any such plan that is not disclosed in previously delivered materials. A description of any unwritten Employee Program of the Company, including a description of any material terms of such Employee Program, is set forth on Schedule 2.21. With respect to each Employee Program that involves or relates to medical benefits, the Company has furnished to Parent complete information (but on a de-identified basis as provided under relevant privacy laws) complete information about any COBRA beneficiaries (including individuals eligible to elect COBRA), about any individual claims that have exceeded $25,000 in the last year and/or which are expected to exceed $25,000 in the current year. (f) Except as disclosed in Schedule 2.21 hereto, no collective bargaining agreement or other contract, written or oral, with any trade or labor union, employees’ association or similar organization is in effect as of the date hereof with respect to any employee of the Company or its Subsidiary, and neither the Company, its Subsidiary nor any Affiliate has ever maintained, participated in, or withdrawn from any multiemployer plan, as defined in Section 3(37) of ERISA a “multiple employer plan” within the meaning of Code Section 4980B.413(c), or a “multiple employer welfare arrangement” within the meaning of Section 3(f) of ERISA. (g) Except as set forth on Schedule 2.21, the consummation of the Merger will not result in the payment, vesting or acceleration of any benefit including, without limitation, the payment of severance, retention pay, change of control payments, or stay bonuses to any person. (h) No payment that is owed or that may become due to any director, officer, employee or agent of the Company or its Subsidiary will be non-deductible or become subject to Tax under Section 280G or 4999 of the Code; nor will there be any obligation to “gross up” or otherwise compensate any such person because of the imposition of any Tax on a payment to such person. (i) The Company has the right to modify and terminate any and all benefits (other than pensions) with respect to both its retired and active employees and those of its Subsidiary. (j) All employee and employer contributions have been timely made to all Employee Programs including, without limitation, the Bentleyville Communications Corp. Profit Sharing Plan. (k) The Company has complied in a timely manner with all requirements applicable to top-heavy qualified plans, if applicable, including applicable contribution, accrual, and vesting requirements; and no qualified plan maintained or contributed to by the Company is top-heavy as of the Closing Date. (l) All notices including, without limitation, ERISA Section 204(h) notices required by applicable law or regulation to be given to employees or former employees of the Company or its Subsidiary have been timely given, if applicable. (m) Except as set forth on Schedule 2.21, no Employee Program of the Company has incurred an “accumulated funding deficiency” as defined in Section 302 of ERISA or Section 412 of the Code whether or not waived or has posted or is required to provide security under Code Section 4(1)(a)(29) or Section 307 of ERISA ; no event has occurred which has or could result in the imposition of a lien under Code Section 412 or Section 302 of ERISA nor has any liability to the PBGC (except for payment of premiums) been incurred or to the knowledge of the Company reportable event within the meaning of Section 4043 of ERISA occurred with respect to any such Employee Program except as disclosed on Schedule 2.21. There has been no unwaived reportable event with respect to any Employee Program of the Company; the transactions contemplated herein will not result in a reportable event within the meaning of Section 4043 of ERISA with respect to any such Employee Program and the PBGC has not threatened or taken steps to institute the termination of any such Employee Program. (n) With respect to all periods prior to the Closing, the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder (HIPAA), have been satisfied with respect to each affected Employee Program of the Company. (o) Except as set forth on Schedule 2.21, no communication or disclosure has been made that at the time made, did not accurately reflect the terms and operations of the subject Employee Program of the Company. (p) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 3.5.8 of the Disclosure Schedule sets forth a list of Letter lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed an MSC/SFI Entity at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialsix-year period ending on the Closing Date. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company an MSC/SFI Entity and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No To the Knowledge of the MSC Parties, no event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Sectionsection (including, without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). The Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred, or will occur as a result of the transaction contemplated herein, with respect to any Employee Program. (c) Neither the MSC Parties nor any Company is not required knows, nor should any of them have reason to make know, of any payments or contributions failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the MSC/SFI Entities. With respect to any Employee Program pursuant ever maintained by the MSC/SFI Entities or the Companies, there has occurred no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the MSC/SFI Entities, (ii) failure to comply with any provision of ERISA, the Code, or any other applicable law, or any agreement, or (iii) non-deductible contribution, which in the case of (i), (ii) or (iii), could subject the MSC/SFI Entities to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties or taxes, or any other loss or expense. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or any other governing documents or applicable labor relations law, and ) with respect to all Employee Programs are terminable at ever maintained by the discretion MSC/SFI Entities, for all periods prior to the Closing Date, either have been made or have been accrued. (d) None of the Company without liability to the Company upon or following such termination. The Company MSC/SFI Entities (i) has never ever maintained or contributed to any Employee Program providing which has been subject to title IV of ERISA or promising Code Section 412 or ERISA Section 302 (including, but not limited to, any multiemployer plan) or (ii) has ever provided health care or any other nonpension non- pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. Neither MSC/SFI nor any Controlled Group Member has directly or indirectly acted in any manner or incurred any obligation or Liability with respect to any Employee Program which has or could give rise to any liens against any of the assets of any MSC/SFI Entity or which could result in any Liability to an MSC/SFI Entity or Bekaert. None of the MSC/SFI Entities have any actual or potential liabilities under Section 4201 of ERISA for any complete or partial withdrawal from a multiemployer plan (as defined in ERISA Section 3(37)). (e) With respect to each Employee Program maintained by the MSC/SFI Entities within the six (6) years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Bekaert: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any registration statement or other filing made pursuant to any federal or state securities law; and (vii) the six (6) most recent actuarial valuation reports completed with respect to each such Employee Program. (f) Each Employee Program required to be listed in Section 4980B.3.5.8 of the Disclosure Letter may be amended, terminated, or otherwise modified by the MSC/SFI Entities to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communications or provision of any Employee Program document has failed to effectively reserve the right of an MSC/SFI Entity to so amend, terminate or otherwise modify such Employee Program. (g) Each Employee Program ever maintained by an MSC/SFI Entity (including each non-qualified deferred compensation arrangement) has been maintained in compliance with all applicable requirements or federal and state securities laws including, without limitation, the requirements that the offering of interests in such Employee Program be registered under the Securities Act of 1933 and/or state "Blue Sky" laws. (h) Each Employee Program ever maintained by an MSC/SFI Entity has complied with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, and the Mental Health Parity ▇▇▇ ▇▇▇▇.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.19 to this Agreement sets forth a list of every Employee Program (as defined below) that has been maintained (as that term is further defined below) by the Company or to which the Company has contributed at any time DHG Entities since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respectsinception. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by the Company DHG Entities and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) that section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such that Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause such any Employee Program to lose its qualification Qualification under the applicable Code Sectionsection. The Company is There has not required been any failure of any party to make comply with any payments or contributions laws applicable with respect to the Employee Programs that have been maintained by the DHG Entities. With respect to any Employee Program pursuant to now or heretofore maintained by the DHG Entities, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any collective bargaining agreement duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion which could result, directly or indirectly (including without limitation through any obligation of the Company without indemnification or contribution), in any taxes, penalties or other liability to the Company upon DHG Entities or following such terminationany Affiliate (as defined below). No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of the DHG Entities and the Stockholders, threatened with respect to any Employee Program. The Company DHG Entities have not incurred any liability under Title IV of ERISA which has never maintained not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or contributed not waived) with respect to any Employee Program providing or promising any health or other nonpension benefits ever maintained by the DHG Entities and subject to terminated employees, other than as required by Code Section 4980B.412 or ERISA Section 302. With respect to any Employee

Employee Benefit Programs. (a) Section 2.18 3.19 of the Target Disclosure Schedule sets forth a list of every Employee Program employee benefit plan, stock option, bonus or incentive plan, severance pay policy or agreement, deferred compensation agreement, or any similar plan or agreement (an “EMPLOYEE PROGRAM”) that has been maintained by Target or any of the Company Target Subsidiaries or to which Target or any of the Company Target Subsidiaries has contributed at any time since its inception during the three-year period ending on the date hereof and (i) is subject to ERISAthe Employee Retirement Income Security Act of 1974, as amended, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program Program. Except as set forth in all material respects. There Section 3.19 of the Target Disclosure Schedule, there are no unfunded obligations of the Company Target under any retirement, pension, profit-profit sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by the Company Target and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. The Company Target is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion . Except as set forth in Section 3.19 of the Company without liability to the Company upon or following such termination. The Company Target Disclosure Schedule, Target has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated or retired employees, other than as except to the extent required by law. (c) With respect to each Employee Program maintained by Target during the three-year period ending on the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Acquiror: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 4.23 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company Seller or to which the Company has contributed any Subsidiary of Seller at any time since its inception during the past three-years (collectively, "Seller Employee Programs"). General Partner and (i) is subject to ERISA, (ii) involves Limited Partner have not maintained any Employee Program during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthe Closing. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If requiredExcept as set forth on Schedule 4.23, each Employee Program which has ever been maintained by the Company Seller or any Subsidiary of Seller and which has at any time been intended to qualify under Section 401(a) or 501(c)(9of the Code, and each associated trust which at any time has been intended to be exempt from taxation pursuant to Section 501(a) of the Code has received is the subject of a favorable determination or determination, opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification or exemption from taxation, as applicable, under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified or tax exempt, as applicable, under the applicable Section section of the Code from for all periods for which the effective date applicable statute of such Employee Program limitations has not expired through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Except as set forth on Schedule 4.23, Seller does not know and has no reason to know, of any failure of any party to comply in any material respect with any laws applicable to the Employee Programs that have been maintained by Seller or any Subsidiary of Seller. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant to any collective bargaining agreement ever maintained by Seller or any Subsidiary of Seller for all periods for which the applicable labor relations lawstatute of limitations has not expired, and all Employee Programs are terminable at the discretion there has 34 occurred no "prohibited transaction," as defined in Section 406 of the Company Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or any material violation of, or material breach of any duty under, ERISA or other applicable law (including, without limitation, any health care continuation requirements (under part 6 of subtitle B of Title I or ERISA, or otherwise) or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to Seller, or any Subsidiary of Seller, Buyer or Nextera. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Company upon or following such termination. The Company has never maintained or contributed knowledge of Seller, threatened with respect to any Employee Program. (d) Except as disclosed on Schedule 4.23, neither Seller nor any ERISA Affiliate (as defined below) has ever (i) maintained any Employee Program providing which has been subject to Title IV of ERISA; (ii) maintained any Multiemployer Plan (as defined below); or promising (iii) provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or benefits that continue for a brief period of time after termination of employment, for example for the balance of the month in which an employee terminates, or has ever promised to provide such post-termination benefits). (e) Except as set forth on Schedule 4.23, with respect to each Seller Employee Program maintained by Seller or any Subsidiary of Seller within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such Seller Employee Program) have previously been delivered to Nextera: (i) all documents embodying or governing such Seller Employee Program, and any funding medium for the Seller Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination, opinion or approval letter with respect to such Seller Employee Program under Code Sections 401 and 501(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Seller Employee Program (or other descriptions of such Seller Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Seller Employee Program; (vi) any documents evidencing any loan to a Seller Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Seller Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Neither Seller nor any ERISA Affiliate has any announced plan or legally binding commitment to create any additional Employee Program which is intended to cover employees or former employees of Seller or any ERISA Affiliate (with respect to their relationship with such entities) or to amend or modify any existing Employee Program which covers or has covered employees or former employees of Seller or any ERISA Affiliate (with respect to their relationship with such entities). (g) Schedule 4.23(g) sets forth (i) all plans, policies, contracts, agreements or similar arrangements that impose any obligation on Seller (including any Liability assumed from a predecessor of Seller) or any ERISA Affiliate to provide any retiree medical benefits or any other "welfare plan" (as defined in Section 4980B.3(1) of ERISA) benefits for retirees (collectively, "Retiree Welfare Benefit Plans"). Except as set forth on Schedule 4.23(g) no representative of Seller (or any representative of any predecessor of Seller to the extent enforceable against Seller) or any ERISA Affiliate, or, to the knowledge of Seller, any Retiree Welfare Benefit Plan, has made any commitment (whether written or oral) to any employee or former employee of Seller or any ERISA Affiliate to maintain any such Retiree Welfare Benefit Plan or any benefits thereunder. (h) No event has occurred in connection with which Seller, any ERISA Affiliate or any Employee Program, directly or indirectly, could be subject to any material liability (A) under any statute, regulation or governmental order relating to any Employee Programs or (B) pursuant to any obligation of Seller or any ERISA Affiliate to indemnify any person against liability incurred under any such statute, regulation or order as they relate to the Employee Programs. (i) Except as described on Schedule 4.23, neither the execution and delivery of this Agreement by Seller or any Subsidiary of Seller nor the consummation of the transactions contemplated hereby will result in the acceleration or creation of any rights of any person to benefits under any Employee Program (including, without limitation, the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, or the acceleration or creation of any rights under any severance, parachute or change in control agreement). (j) There is no contract, agreement, plan or arrangement covering any employee or former employee of Seller or any ERISA Affiliate (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by Seller or any ERISA Affiliate of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code. (k) All contributions required to be made by Seller or any ERISA Affiliate with respect to any Employee Program due as of any date through and including the Closing Date have been made when due.

Employee Benefit Programs. (a) Section 2.18 2.14(a) of the Company Disclosure Schedule sets forth a list of every Employee Program that has been maintained by any of the Group Companies (the “Company or to which the Employee Programs”). The Company has contributed at any time since its inception made available to Parent correct and complete copies (or, if a plan is not written, a written description) of all Company Employee Programs and amendments thereto in each case that are in effect as of the date hereof, and, to the extent applicable, (i) is subject to ERISAall related trust agreements, funding arrangements and insurance contracts now in effect, (ii) involves the issuance most recent determination letter or opinion letter received regarding the tax-qualified status of options or other securitieseach Company Employee Program intended to be so qualified, or (iii) is otherwise materialthe most recent financial statements for each Company Employee Program, (iv) the current summary plan description for each Company Employee Program, (v) all actuarial valuation reports related to any Company Employee Programs, and (vi) all material correspondence involving any Company Employee Program sent to or received from any Governmental Authority. (b) The terms and operation of each Each Company Employee Program comply with all applicable laws and regulations relating to such Employee Program has been administered in all material respectsrespects in accordance with its terms and in accordance with applicable Laws. There are no unfunded obligations No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company under any retirementCompany, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS threatened in writing with respect to any such Company Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued or otherwise adequately reserved on the Company Financial Statements. (c) Each Company Employee Program may be amended, terminated, or otherwise discontinued by the Company after the Closing Date in accordance with its terms without material liability to any of the Group Companies, Parent or any of their respective Subsidiaries. (d) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event (such as termination of employment), (i) entitle any current or former employee or other service provider to any compensatory payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, or (ii) enhance any benefits or accelerate the time or payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Program or otherwise. (e) With respect to each Company Employee Program subject to foreign Law (i) each such Company Employee Program required to be registered has been registered and has been maintained in all material respects in accordance with applicable foreign Law, (ii) if intended to qualify for special Tax treatment, such Company Employee Program meets all material requirements for such treatment and (iii) if required under applicable Law to be funded or book reserved, such Company Employee Program is funded or book reserved, as appropriate, in all material respects to the extent so required by applicable Law. Each Company Employee Program subject to foreign Law that provides retirement benefits is a defined contribution plan. (f) For purposes of this Section 2.14: (i) An entity “disqualifying provisionmaintains” within the meaning of Treasury Regulation Section 1.401(b)-1 an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, or has been timely filed and is pending with the IRSany obligation (by agreement or under applicable Laws) and hasto contribute to or provide benefits under or through such Employee Program, in fact, been qualified under the applicable Section of the Code from the effective date of or if such Employee Program through and including the Closings provides benefits to or otherwise covers or has covered current or former employees of such entity (oror their spouses, if earlierdependents, or beneficiaries). (g) Notwithstanding any other provision of this Agreement, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under representations and warranties contained in Section 2.14(a) through Section 2.14(e) constitute the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, sole and all Employee Programs are terminable at the discretion exclusive representations and warranties of the Company without liability Group Companies relating to the Company upon or following such termination. The Company has never maintained or contributed Laws relating to any Employee Program providing or promising any health or other nonpension employee benefits to terminated employees, other than as required by Code Section 4980B.matters.

Employee Benefit Programs. (a) Section 2.18 3.14(a) of the Company Disclosure Schedule sets forth a list of every material Employee Program that has been maintained by the Company or to which any Subsidiary (the “Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialEmployee Programs”). (b) The terms and operation of each Each Company Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under with respect to such Section (qualification, or may rely on an application for such a determination or opinion or approval letter is not yet due to be filed with issued by the IRS with respect to any “disqualifying provision” within a prototype plan adopted in accordance with the meaning of Treasury Regulation Section 1.401(b)-1 requirements for such reliance, or has been timely filed and is pending with time remaining for application to the IRS) and has, in fact, been qualified under the applicable Section IRS for a determination of the Code from the effective date qualified status of such Company Employee Program through and including the Closings (or, if earlier, the date that all of for any period for which such Company Employee Program’s assets were distributed)Program would not otherwise be covered by an IRS determination. No event or omission has occurred which that would reasonably be expected to cause such any Company Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). (c) There is no material failure of any party to comply with any Laws applicable with respect to the Company Employee Programs. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to any Company Employee Program, there has been no (i) “prohibited transaction,” as defined in Section 406 of ERISA or Code Section 4975, (ii) failure to operate and administer the Company Employee Programs in accordance with their respective terms and in compliance with ERISA and other applicable Laws, or (iii) non-deductible contribution. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is not pending or threatened with respect to any such Company Employee Program. All payments and/or contributions required to make have been made (under the provisions of any payments agreements or contributions other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued. (d) Neither the Company nor any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion ERISA Affiliate of the Company without liability has maintained an Employee Program subject to Title IV of ERISA, including a Multiemployer Plan. None of the Company upon Employee Programs provides or following such termination. The Company has never maintained represents an obligation to provide health care or contributed any other non-pension benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or state continuation Laws). (e) Each Company Employee Program may be amended, terminated, or otherwise discontinued by KBL after the Effective Time in accordance with its terms without material liability to the Company, KBL or any of their respective Subsidiaries. (f) None of the Company or any of the Company Subsidiaries is a party to any written (i) agreement with any stockholders, director, or employee of the Company or any of the Company Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of the Company Subsidiaries of the nature of any of the Contemplated Transactions, (B) providing any guaranteed period of employment or compensation guarantee, or (C) providing severance benefits after the termination of employment of such director or employee; or (ii) agreement or plan binding the Company or any of the Company Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the Contemplated Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Contemplated Transactions. There is no contract, agreement, plan or arrangement covering any individual that, by itself or collectively, would give rise to any parachute payment subject to Section 280G of the Code, nor has Company made any such payment, and the consummation of the transactions contemplated herein shall not obligate Company or any other entity to make any parachute payment that would be subject to Section 280G of the Code. Neither the Company nor any Subsidiary has ever had any obligation to report, withhold or gross up any excise Taxes under Section 280G or Section 4999 of the Code. (g) Each Company Employee Program that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated and maintained in compliance with Section 4980B.409A of the Code in all material respects. No stock option granted under any Company Stock Option Plan that is intended to be exempt from the application of Section 409A of the Code has any exercise price that was less than the fair market value of the underlying stock as of the date the option was granted, or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option (in each case, within the meaning of Section 409A of the Code). No payment to be made under any Company Employee Program is, or would reasonably be expected to be, subject to the penalties of Section 409A(a)(1) of the Code and neither the Company nor any Subsidiary is under any obligation to gross up any Taxes under Section 409A of the Code. (h) For purposes of this Section 3.14: (i) An entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, or has any obligation (by agreement or under applicable Laws) to contribute to or provide benefits under or through such Employee Program, or if such Employee Program provides benefits to or otherwise covers employees of such entity (or their spouses, dependents, or beneficiaries). (ii) An entity is an “ERISA Affiliate” of Company if it would have ever been considered a single employer with Company under ERISA Section 4001(b) or part of the same “controlled group” as Company for purposes of ERISA Section 302(d)(8)(C).

Employee Benefit Programs. (a) Section 2.18 3.12(a) of the FSB Disclosure Schedule sets forth a list of every Employee Program that has been (as defined below) currently maintained by the Company FSB, FSB's Bank or to which the Company has contributed at any time since its inception and an Affiliate (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialas defined below). (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company FSB, FSB's Bank or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause such any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a), and 501(c)(9)). The Company is not required to make Each asset held under any payments such Employee Program may be liquidated or contributions terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program pursuant to any collective bargaining agreement that is qualified under Section 401(a) of the Code. (c) None of FSB, FSB's Bank or any Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable labor relations law, and all to the Employee Programs that are terminable at the discretion of the Company without liability to the Company upon currently maintained by FSB, FSB's Bank or following such terminationany Affiliate. The Company has never maintained or contributed With respect to any Employee Program providing currently maintained by FSB, FSB's Bank or promising any health Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975, (ii) material failure to comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii) or (iii), could subject FSB, FSB's Bank or any Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other nonpension proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by FSB, FSB's Bank or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued. (d) None of FSB, FSB's Bank nor any Affiliate has incurred any liability under title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by FSB, FSB's Bank or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by FSB, FSB's Bank or an Affiliate and subject to title IV of ERISA, there has been no (nor will be any as a result of the transactions contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) event or condition which presents a material risk of plan termination or any other event that may cause FSB, FSB's Bank or any Affiliate to incur liability or have a lien imposed on its assets under title IV of ERISA. No Employee Program maintained by FSB, FSB's Bank or an Affiliate and subject to title IV of ERISA (other than a Multiemployer Plan (as defined below)) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18). Neither FSB, FSB's Bank nor any Affiliate has ever maintained a Multiemployer Plan. None of the Employee Programs ever maintained by FSB, FSB's Bank or any Affiliate has ever provided health care or any other non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by FSB, FSB's Bank or any Subsidiary, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to BPFH: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three (3) most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Employee Program; and (vii) any registration statement or other filing made pursuant to any federal or state securities law. (f) Each Employee Program required to be listed in Section 3.12(a) of the FSB Disclosure Schedule may be amended, terminated, or otherwise modified by FSB, FSB's Bank or the Affiliate to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program, except as set forth in Section 3.12(f) of the FSB Disclosure Schedule and no employee communications or provision of any Employee Program document has failed effectively to reserve the right of FSB, FSB's Bank or the Affiliate to so amend, terminate, or otherwise modify such Employee Program. (g) Each Employee Program currently maintained by FSB or FSB's Bank (including each non-qualified deferred compensation arrangement) is maintained in material compliance with all applicable requirements of federal and state securities laws, including (without limitation, if applicable) the requirements that the offering of interests in such Employee Program be registered under the Securities Act, and/or state "Blue Sky" laws. (h) Each Employee Program currently maintained by FSB, FSB's Bank or an Affiliate has complied in all material respects with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) For purposes of this section:

Employee Benefit Programs. (a) Section SCHEDULE 2.18 of the Disclosure Schedule attached hereto sets forth a list description of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by Seller or TLP and provided to any employees rendering services principally to the Company or to which the Company has contributed Business at any time since its inception and during the three (i3) is subject years prior to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialdate hereof. (b) The terms and operation of each Each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which listed on SCHEDULE 2.18 hereto that has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service (the "IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause Neither Seller nor TLP maintains an Employee Program intended to qualify under Section 501(c)(9) of the Code and any such Employee Program previously maintained by Seller or TLP has been properly terminated in accordance with ERISA and the Code. (c) There has not been any failure of any party to lose its qualification under the comply with any laws applicable Code Section. The Company is not required to make any payments or contributions with respect to any Employee Program pursuant that has been maintained by Seller or TLP. With respect to any collective bargaining agreement Employee Programs now or heretofore maintained by Seller or TLP, there has occurred no (i) "prohibited transaction" as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, other than as disclosed in the audited financial statements of such Employee Program or (ii) breach of any duty under ERISA or other applicable law which, in the case of either of (i) or (ii), could result directly or indirectly in any taxes, penalties or other liability to Buyer, Seller, TLP or any applicable labor relations lawaffiliate (as defined below). No litigation, and arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller, threatened with respect to any such Employee Program. All payments and/or contributions required to have been made with respect to all Employee Programs are terminable at the discretion either have been made or have been accrued. (d) Except as set forth in SCHEDULE 2.18 attached hereto, neither Seller, TLP nor any of the Company without liability to the Company upon their respective affiliates has ever (i) provided health care or following such termination. The Company has never maintained or contributed any other non-pension benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment was terminated employees, (other than as required by Code Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits or (ii) maintained an Employee Program that is subject to Title IV of ERISA, Section 4980B.401(a) or Section 412 of the Code, including, without limitation, any Multiemployer Plan. (e) No Employee Program that has been maintained by Seller or TLP will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement or any agreement or document executed pursuant hereto. (f) For purposes of this Section 2.18:

Employee Benefit Programs. (a) Section 2.18 3.10(a) of the Company Disclosure Schedule sets forth a list of every each material Employee Program that has been maintained is maintained, sponsored or contributed to by the Company or to any of its Subsidiaries or under which the Company or any of its Subsidiaries has contributed at or may reasonably be expected to have any time since obligation or Liability, whether actual or contingent, direct or indirect (the “Company Employee Programs”). Neither the Company nor any of its inception and (i) is subject Subsidiaries has any plan or commitment to ERISA, (ii) involves the issuance of options adopt or other securities, enter into any additional Company Employee Programs or (iii) is otherwise materialto amend or terminate any existing any Company Employee Program. (b) The terms With respect to each Company Employee Program, the Company has Delivered to Buyer, where applicable and operation of each to the extent available: (i) all documents embodying or governing such Company Employee Program comply with and any funding medium for the Company Employee Program; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed IRS Form 5500; (iv) the most recent summary plan description and all applicable laws modifications thereto; (v) all non-routine correspondence since January 1, 2018 to and regulations relating from any state or federal agency and (vi) all material records, notices and filings related to such a Company Employee Program in all material respects. There are no unfunded obligations of the by a Governmental Entity related to any governmental administrative proceeding, audit or other proceeding. (c) Each Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under with respect to such Section (qualification, or may rely on an application for such a determination or opinion or approval letter is not yet due to be filed with issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such Company Employee Program for any “disqualifying provision” period for which such Company Employee Program would not otherwise be covered by an IRS determination and, to the Knowledge of the Company, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Company Employee Program. Each trust established in connection with any Company Employee Program which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the Knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust. (d) Each Company Employee Program is operated and maintained in compliance in all material respects with applicable Laws and regulations, including the Code and ERISA, and is administered in all material respects in accordance with applicable Laws and regulations and with its terms. Each of the Company and its Subsidiaries has performed all material obligations required to be performed by it under, is not in any respect in default under or in violation of, and has no knowledge of any default or violation by any party to, any Company Employee Program. All payments, benefits, contributions and premiums related to each Company Employee Program have been paid or made in full or, to the extent not yet due, properly accrued on the Company’s latest financial statements in accordance with the terms of the Company Employee Program and accounting standards. (e) No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Company Employee Program or the assets, fiduciaries or administrators thereof (other than claims for benefits in the ordinary course). With respect to each Company Employee Program, (i) no breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of such Company Employee Program have occurred with respect to which the Company or any Subsidiary has or may reasonably be expected to have any Liability, and (ii) neither the Company nor any of its Subsidiaries has made any filing in respect of such Company Employee Program under the Employee Plans Compliance Resolution System, the Department of Labor Delinquent Filer Program or any other voluntary correction program. (f) No Company Employee Program is, and neither the Company nor any of its Subsidiaries has, or at any time during the last six (6) years contributed to or had, any Liability or obligation, whether fixed or contingent, with respect to (i) a single employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (ii) a multiple employer plan (within the meaning of Treasury Regulation Section 1.401(b)-1 413(c) of the Code), (iii) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA) or (iv) a “multiemployer plan” as such term is defined in Section 3(37) of ERISA, including, in the case of clauses (i) through (iv), any Liability with respect to an ERISA Affiliate. No Liability under Title IV of ERISA has been timely filed and is pending with or, to the IRS) and has, in fact, been qualified under the applicable Section Knowledge of the Code from Company, is reasonably expected to be incurred by the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion Subsidiary. (g) None of the Company without liability to the Company upon Employee Programs provides health care or following such termination. The Company has never maintained or contributed any other non-pension benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law or in connection with severance obligations for periods no longer than twenty-four (24) months) and neither the Company nor any of its Subsidiaries has ever promised to provide such post-termination benefits. (h) The Company and its Subsidiaries are in compliance in all material respects with (i) the applicable requirements of Section 4980B of the Code and any similar state law, and (ii) the applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended, including the employer mandate of such act by (x) offering “minimum essential coverage” to at least 95% of the Company’s and each of its Subsidiaries’ full-time employees for each year since January 1, 2015 and (y) determining the Company’s and each of its Subsidiaries’ “full-time” employees in a manner that complies with applicable Law, and, without limiting the foregoing, neither the Company nor any of its Subsidiaries owes any amount under Section 4980B.4980H of the Code. No Company Employee Program is a voluntary employee benefit association under Section 501(a)(9) of the Code. No Company Employee Program is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider. (i) No Company Employee Program is governed by the laws of any jurisdiction outside of the United States or provides compensation or benefits to any current or former Company service provider (or any dependent thereof) who resides outside of the United States. (j) Neither the Company nor any of its Subsidiaries has applied for or received any “Paycheck Protection Program” payments or other loans in connection with the CARES Act, and have not claimed any employee retention credit under the CARES Act. (k) Each nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (l) Except as set forth on Section 3.10(l) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby would (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former employee, officer, director or other service provider of the Company; (ii) limit the right of the Company or any Subsidiary to amend, merge or terminate any Company Employee Program; (iii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code; or (iv) result in a requirement to pay any Tax “gross-up” or similar “make-whole” payments to any current or former employee, director or consultant of the Company or any Subsidiary. (m) For purposes of this Section 3.10, an entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, or has any obligation to contribute to or provide benefits under or through such Employee Program, or if such Employee Program provides benefits to or otherwise covers current or former employee, officer or director of such entity (or their spouses, dependents, or beneficiaries).

Employee Benefit Programs. (a) Section 2.18 Part 3.12 of the Disclosure Schedule sets forth a list of Letter lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or any of the companies merged with and into the Company or acquired by the Company prior to the date hereof (collectively, the "Predecessors") (i) at any time since July 1, 1991 and (ii) any other Employee Program so maintained at any time prior to the date hereof to the extent that the Company has any liability (contingent or otherwise) with respect thereto. (b) Each Employee Program which has ever been maintained by the Company or to which the Company has contributed at any time since of its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company Predecessors and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code IRC has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due section and, to be filed with the IRS with respect to any “disqualifying provision” within Constructive Knowledge of the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and Stockholders, has, in fact, been qualified under the applicable Section section of the Code IRC from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code SectionIRC section. (c) To the Constructive Knowledge of Stockholders, no material failure of any party to comply with any Legal Requirement applicable to the Employee Programs that have been maintained by the Company or any of its Predecessors has occurred or exists. The Company is not required to make any payments or contributions With respect to any Employee Program ever maintained by the Company or any of its Predecessors and which is listed or required to be listed in Part 3.12 of the Disclosure Letter pursuant to Section 3.12(a) hereof, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the IRC, or breach of any collective bargaining agreement duty under ERISA or other applicable Legal Requirement (including, without limitation, any health care continuation requirements or any other Tax law requirements, or conditions to favorable Tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion of the Company without which will result, directly or indirectly, in any material Taxes, penalties or other liability to the Company upon or following Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Actual Knowledge of Stockholders, Threatened with respect to any such termination. The Employee Program. (d) Neither the Company nor any Affiliate (as defined below) nor any of the Company's Predecessors (i) has never ever maintained or contributed to any Employee Program providing which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by Code Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company or any of its Predecessors at any time prior to the Closing and which is listed or required to be listed in Part 3.12 of the Disclosure Letter pursuant to Section 4980B.3.12(a) hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, any trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under IRC Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any of its responsibilities with respect to COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:

Employee Benefit Programs. (a) Schedule 3.22 hereto lists every Employee Program (as defined in Section 2.18 of 3.22(h) that has been “maintained” (as defined below) by the Disclosure Schedule sets forth a list of every Company or its ERISA Affiliates (as defined in Section 3.21(h)) at any time after December 31, 1997. (b) Each Employee Program that has ever been maintained by the Company or to which the Company has contributed at any time since of its inception ERISA Affiliates and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which that has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from Code. To the effective date knowledge of such Employee Program through and including the Closings (orCompany, if earlier, the date that all of such Employee Program’s assets were distributed). No no event or omission has occurred which that would cause any such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions . (c) With respect to any Employee Program pursuant to any collective bargaining agreement ever maintained by the Company or any applicable labor relations lawof its ERISA Affiliates, and all Employee Programs are terminable at the discretion there has occurred no (i) non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Company Code, or (ii) breach of any duty under ERISA or other Applicable Law (including, without limitation, any health care continuation requirements), or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan, that, in the case of any of (i) or (ii), would result, directly or indirectly (including, without limitation, through any obligation of indemnification or contribution), in any Taxes, penalties or other liability to the Company upon or following any of its ERISA Affiliates. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Company, threatened with respect to any such terminationEmployee Program. The All payments and/or contributions required to have been made by the Company or any ERISA Affiliate with respect to all Employee Programs ever maintained by the Company or any ERISA Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued. (d) Neither the Company nor any ERISA Affiliate has never ever maintained or contributed to any Employee Program providing that has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined in Section 3.22(h)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment was terminated employees, (other than as required by part 6 of subtitle B of Title I of ERISA or the corresponding provisions of the Code or similar state law) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company or any of its ERISA Affiliates within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available to the Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan. (f) Each Employee Program required to be listed in Schedule 3.22 may be amended, terminated or otherwise modified by the Company or the ERISA Affiliate to the greatest extent permitted by law. (g) Neither the Company nor any ERISA Affiliate is party to any agreement or Employee Program that would require it, or the Buyer or any Affiliates to take any action or make any payment that would result, either individually or in the aggregate, in the payment of an “excess parachute payment” within the meaning of Section 4980B.280G of the Code. (h) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of SCHEDULE 3.22 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the six-year period ending on the date of the Closing. (b) Each Employee Program which has ever been maintained by the Company or to which the Company has contributed at of any time since its inception and ERISA Affiliate (ias defined below) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Sectionsection. The Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. (c) Neither the Company is not required nor any ERISA Affiliate knows, has reason to make know, of any payments failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company or contributions any ERISA Affiliate. With respect to any Employee Program pursuant to any collective bargaining agreement ever maintained by the Company or any applicable labor relations lawERISA Affiliate, and all Employee Programs are terminable at the discretion there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Company Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company upon or following any ERISA Affiliate or Newco. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such termination. The Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to HBIO: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the six (6) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for HBIO to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Each Employee Program required to be listed on Schedule 3.22 may be amended, terminated, or otherwise modified by the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Employee Program and no employee communication or provision of any Employee Program document has failed to effectively reserve the right of the Company or the ERISA Affiliate to so amend, terminate or otherwise modify such Employee Program. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 2.17 of the Disclosure Schedule or the Company SEC Documents sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception over the three years immediately preceding the Closing Date and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respectsProgram. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar programEmployee Program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Regulations, Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings each Closing (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B..

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 2.27 sets forth a list of every Employee Program that has been maintained by the Company or to an Affiliate (including, without limitation, any entity or business which the Company has contributed acquired by asset purchase, stock purchase, merger, consolidation or other similar transaction) at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance of options or other securities, or (iii) is otherwise materialsix-year period ending on the Closing Date. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). The Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither the Company is not required nor any Affiliate knows, nor should any of them reasonably know, of any failure of any party to make comply with any payments laws applicable with respect to the Employee Programs that have ever been maintained by the Company or contributions any Affiliate. With respect to any Employee Program pursuant ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) failure to comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject the Company or any Affiliate to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or any other governing documents or applicable labor relations law, and ) with respect to all Employee Programs are terminable at the discretion of ever maintained by the Company without liability or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.27). (d) Neither the Company upon nor any Affiliate has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing ever maintained by the Company or promising any health or other nonpension benefits Affiliate and subject to terminated employees, other than as required by Code Section 4980B.412 or ERISA Section 302. With respect to any Employee Program maintained by the Company or any Affiliate and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the transactions contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company

Employee Benefit Programs. (a) Section 2.18 2.14(a) of the Company Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which (the “Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialEmployee Programs”). (b) The terms and operation of each Each Company Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under with respect to such Section (qualification, or may rely on an application for such a determination or opinion or approval letter is not yet due to be filed with issued by the IRS with respect to any “disqualifying provision” within a prototype plan adopted in accordance with the meaning of Treasury Regulation Section 1.401(b)-1 requirements for such reliance, or has been timely filed and is pending with time remaining for application to the IRS) and has, in fact, been qualified under the applicable Section IRS for a determination of the Code from the effective date qualified status of such Company Employee Program through and including for any period for which such Company Employee Program would not otherwise be covered by an IRS determination. To the Closings (orKnowledge of the Company, if earlier, the date that all of such Employee Program’s assets were distributed). No no event or omission has occurred which that would reasonably be expected to cause such any Company Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section. Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). (c) The Company does not know, nor should it reasonably know, of any material failure of any party to comply with any Laws applicable with respect to the Company Employee Programs. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, with respect to any Company Employee Program, there has been no (i) “prohibited transaction,” as defined in Section 406 of ERISA or Code Section 4975, (ii) failure to comply with any provision of ERISA, other applicable Laws, or any agreement, or (iii) non-deductible contribution. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is not pending or, to the Knowledge of the Company, threatened with respect to any such Company Employee Program. All payments and/or contributions required to make have been made (under the provisions of any payments agreements or contributions other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued. (d) No Company Employee Program is subject to Title IV of ERISA and/or Code Section 412, including a Multiemployer Plan and the Company does not have any liability for any Employee Program pursuant maintained, contributed to, or required to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion be contributed to by an ERISA Affiliate that is subject to Title IV of ERISA. None of the Company without liability to the Company upon Employee Programs provides health care or following such termination. The Company has never maintained or contributed any other non-pension benefits to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA or state continuation Laws (whether or not the Company subsidizes the premiums for such legally-required coverage) or to which the former employee pays all required premiums). (e) Each Company Employee Program may be amended, terminated, or otherwise discontinued by Saffron after the Effective Time in accordance with its terms without material liability to the Company, Saffron or any of their respective Subsidiaries. (f) The Company is not a party to any written (i) agreement with any stockholders, director, or employee of the Company (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature of any of the Contemplated Transactions, (B) providing any guaranteed period of employment or compensation guarantee, or (C) providing severance benefits after the termination of employment of such director or employee; or (ii) agreement or plan binding the Company, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the Contemplated Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Contemplated Transactions. (g) There is no contract, agreement, plan or arrangement covering any individual that, by itself or collectively, would give rise to any parachute payment subject to Section 280G of the Code, nor has Company made any such payment, and the consummation of the transactions contemplated herein shall not obligate Company or any other entity to make any parachute payment that would be subject to Section 280G of the Code. (h) Each Company Employee Program that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated and maintained in compliance with Section 4980B.409A of the Code in all material respects. (i) For purposes of this Section 2.14: (i) An entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, or has any obligation (by agreement or under applicable Laws) to contribute to or provide benefits under or through such Employee Program, or if such Employee Program provides benefits to or otherwise covers or has covered employees of such entity (or their spouses, dependents, or beneficiaries). (ii) An entity is an “ERISA Affiliate” of Company if it would have ever been considered a single employer with Company under ERISA Section 4001(b) or part of the same “controlled group” as Company for purposes of ERISA Section 302(d)(3).

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SCHEDULE 2.23 to this Agreement sets forth a list of every Employee Program (as defined below) that has been maintained (as that term is further defined below) by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respectsinception. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) that section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such that Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s Program B assets were distributed). No event or omission has occurred which would cause such any Employee Program to lose its qualification Qualification under the applicable Code Sectionsection. The Company is There has not required been any failure of any party to make comply with any payments or contributions laws applicable with respect to the Employee Programs that have been maintained by the Company. With respect to any Employee Program pursuant to now or heretofore maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any collective bargaining agreement duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable labor relations lawto such plan), and all Employee Programs are terminable at the discretion which could result, directly or indirectly (including without limitation through any obligation of the Company without indemnification or contribution), in any taxes, penalties or other liability to the Company upon or following such terminationany Affiliate (as defined below). No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of the Company and the Stockholders, threatened with respect to any Employee Program. The Company has never maintained not incurred any liability under Title IV of ERISA which has not be paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or contributed not waived) with respect to any Employee Program providing ever maintained by the Company and subject to Code Section 412 or promising ERISA Section 302. With respect to any health Employee Program maintained by the Company and subject to Title IV of ERISA, there has been no (nor will be any as a result of the transaction contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which notice the notice requirement is not waived under 29 C.F.R. Part 2615); or, (ii) event or condition which presents a material risk of plan termination or any other event that may cause the Company to incur liability or have a lien imposed on its assets under Title IV of ERISA. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company, for all periods prior to the Closing, either have been made or have been accrued. No Employee Program maintained by the Company and subject to Title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. The Company has not ever maintained a Multiemployer Plan. None of the Employee Programs ever maintained by the Company has ever provided health care or any other non-pension benefits to any employees after their employment was terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide those post-termination benefits. The Company and each Employee Program that is a welfare plan subject to Part 6 of Title I of ERISA and Code Section 4980B.4980B, as applicable, have complied in all material respects with their respective requirements of such statutes in each and every case. There is no provision in any of Company's Employee Programs or in any other agreement that would preclude the Company from amending or terminating any of its Employee Programs. With respect to each Employee Program maintained by the Company within the past five years, complete and correct copies of the following documents (if applicable to that Employee Program) have previously been delivered to Buyer: (i) all documents embodying or governing that Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) with respect to any Multiemployer Plan, any participation or adoption agreement relating to the Company's participation in or contributions under such plan. Each Employee Program maintained by the Company as of the date of this Agreement is subject to termination by the Board of Directors of the Company without any further liability or obligation on the part of the Company to make further contributions to any trust maintained under any such Employee Program following such termination. For purposes of this SECTION 2.23:

Employee Benefit Programs. (a) Section 2.18 2.17 of the Disclosure Schedule sets forth a list of every Employee Program that has been is currently maintained by the Company or to for which the Company has contributed at any time since its inception liability or obligation and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program in all material respectsProgram. There are no unfunded obligations benefit liabilities, as defined in Section 4001(a)(18) of ERISA under any Employee Program and the Company has made all contributions to or payments under any retirement, pension, profit-sharing, deferred compensation plan or similar programeach Employee Program as required by law and applicable Employee Program documents. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Regulations, Section 1.401(b)-1 or has been timely filed and is pending with the IRSIRS or may rely on the opinion letter issued by the IRS to the sponsor of a prototype plan adopted by the Company) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s assets were distributed). No The Company has no knowledge of any event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. No Employee Program is a “multiple employer plan” or a “multiemployer plan,” within the meaning of ERISA or the Code. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.4980B of the Code.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SCHEDULE 3.23 hereto sets forth a list of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by NCE at any time during the three-year period ending on the date hereof. (b) Each Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception NCE and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which that has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code Code, has received a favorable determination or opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No Except for amendments made to the Code for which the remedial amendment period has not expired, no event or omission has occurred which that would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Except as set forth on SCHEDULE 3.23 hereto, NCE has complied with all laws applicable with respect to the Employee Programs that have been maintained by NCE other than such non-compliance which has not had and would not be reasonably likely to have a Material Adverse Effect on NCE. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant now or heretofore maintained by NCE, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly (including without limitation through any obligation of indemnification or contribution), in any taxes, penalties or other liability to NCE or any Affiliate (as defined below) which is reasonably likely to have a Material Adverse Effect on NCE. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of NCE, threatened with respect to any collective bargaining agreement or such Employee Program which is reasonably likely to have a Material Adverse Effect on NCE. (d) NCE has not incurred any applicable labor relations law, and all Employee Programs are terminable at the discretion liability under Title IV of the Company without liability ERISA that will not be paid in full prior to the Company upon Closing. There has been no "accumulated funding deficiency" (whether or following such termination. The Company has never maintained or contributed not waived) with respect to any Employee Program providing ever maintained by NCE and subject to Code Section 412 or promising ERISA Section 302. With respect to any health Employee Program maintained by NCE and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the transactions contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) and (ii) event or condition presents a material risk of plan termination or any other event that may cause NCE to incur liability or have a lien imposed on its assets under Title IV of ERISA. All payments and/or contributions required to have been made (under the provisions of any agreements or other nonpension governing documents or applicable law) with respect to all Employee Programs heretofore maintained by NCE, for all periods prior to the Closing, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 3.23 hereto). Except as described on SCHEDULE 3.23 hereto, no Employee Program maintained by NCE and subject to Title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. NCE has never maintained a Multiemployer Plan. Except as described on SCHEDULE 3.23 hereto, none of the Employee Programs ever maintained by NCE has ever provided health care or any other non-pension benefits to any employees after their employment was terminated employees, (other than as required by Part 6 of Subtitle B of Title I of ERISA or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by NCE within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to AMRI: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) with respect to any Multiemployer Plan, any participation or adoption agreement relating to NCE's participation in or contributions under such plan; (f) Except as set forth on SCHEDULE 3.23 hereto, each Employee Program maintained by NCE as of the date hereof is subject to termination by the Board of Directors of NCE without any further liability or obligation on the part of NCE to make further contributions to any trust maintained under any such Employee Program following such termination. (g) For purposes of this Section 3.23:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 3.11(a) sets forth a complete and correct list of every each Employee Benefit Program that has been currently in effect. Each Employee Benefit Program is maintained by in the Company or to which the Company has contributed at any time since its inception United States and (i) is subject only to ERISA, (ii) involves the issuance Laws of options the United States or other securities, or (iii) is otherwise materiala political subdivision thereof. (b) The terms Company has provided to Buyer true, correct and operation complete copies of each Employee Benefit Program comply and has made available to Buyer true, correct and complete copies of each of the following, to the extent applicable, with respect of each Employee Benefit Program: (i) each summary plan description and summary of material modifications, (ii) the most recently received IRS determination or opinion letter, (iii) the most recently prepared actual report and financial statement, and (iv) material correspondence with any Governmental Body. (c) Except as described in Schedule 3.11(c), each Employee Benefit Program has been established, maintained, funded and administered in compliance in all material respects with its terms and all applicable laws Laws and regulations relating to such that Employee Benefit Program. Except as described in Schedule 3.11(c), neither the Company nor any of its Subsidiaries is required to make any payments or contributions to any Employee Benefit Program pursuant to any collective bargaining agreement. Except as described in all material respects. There are Schedule 3.11(c), no unfunded obligations Employee Benefit Program provides or promises, and neither the Company nor any Subsidiary has any obligation to provide, any health or other welfare benefits to employees or other service providers after their employment or service terminates other than as required by part 6 of subtitle B of Title I of the Company Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4980B of the Code or pursuant to requirements of applicable Law (“COBRA”) and for which the recipient pays the full premium cost. With respect to any Employee Benefit Program, there has occurred no non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or other applicable Law which could result in any retirementmaterial Taxes, pensionpenalties, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by other liability to the Company or any Subsidiary. No litigation, arbitration, governmental administrative proceeding, audit, claim, investigation or other Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Employee Benefit Program or any fiduciary thereof, and which no fact or event exists that would give risk to any such Proceeding. The Company has at not incurred and is not reasonably expected to incur any time been material Tax, penalty or other liability imposed under the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended and including the regulations and guidance issued thereunder. (d) Each Employee Benefit Program intended to qualify under Section 401(a) or 501(c)(9) of the Code (i) has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such the applicable Code Section or (ii) is maintained under a prototype or an application for such volume submitter plan and may rely upon a determination or favorable opinion or approval advisory letter is not yet due to be filed with issued by the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 such prototype or has been timely filed and is pending with the IRS) and has, in volume submitter plan. No fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Program’s assets were distributed). No event or omission has occurred which would that could reasonably be expected to cause any such Employee Benefit Program to lose its qualification under Code Section 401(a). (e) None of the Company nor any of its Subsidiaries or ERISA Affiliates has maintained, contributed to, or been required to contribute to, and neither the Company nor any of its Subsidiaries or ERISA Affiliates has any current or contingent liability or obligation under or with respect to, (i) a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA or Section 4001(a)(3) of ERISA, (iii) a plan with two (2) or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA or Section 413(c) of the Code or (iv) a multiple employer welfare arrangement as defined in ERISA Section 3(40). (f) All contributions, distributions and premium payments due from the Company or any of its Subsidiaries with respect to any Employee Benefit Program have been timely made or have been accrued as liabilities of the Company and properly reflected in the financial statements of the Company in accordance with applicable Law. Neither the Company nor any of its Subsidiaries (i) have been required to report to any Governmental Body any corrections made or Taxes due as a result of a failure to comply with Section 409A of the Code Section. and (ii) have any indemnity or gross-up obligation for any Taxes or interest imposed or accelerated under Section 409A of the Code. (g) Except as set forth on Schedule 3.11(g), neither the consummation of the transactions contemplated hereby nor the execution of this Agreement will (alone or in combination with any other event), directly or indirectly, (i) increase the compensation or benefits payable under any Employee Benefit Program or otherwise, (ii) result in any payment (whether in cash, property or the vesting of property) or give rise to any liability under any Employee Benefit Program or otherwise or (iii) accelerate the time of payment, funding or vesting, or increase the amount or require the funding of, compensation or benefits due to any current or former employee, officer, director or other service provider of the Company or any of its Subsidiaries. (h) The Company is not required obligated to make any payments payments, including under any Employee Benefit Program, in connection with the transactions contemplated by this Agreement (either alone or contributions in combination with any other event) that reasonably could be expected to be “excess parachute payments” pursuant to Section 280G of the Code. Neither the Company nor any of its Subsidiaries is obligated to indemnify any party or provide any Tax gross-ups with respect to Taxes imposed under Section 4999 of the Code. (i) Except as set forth on Schedule 3.11(i), neither the Company nor any of its Subsidiaries has amended its Employee Benefit Programs in response to COVID-19. Neither the Company nor any of its Subsidiaries has experienced a partial plan termination as the result of any employee reductions. (j) The Company and its Subsidiaries have not accrued, and do not owe, to any Employee Program pursuant to officer, employee or director, any collective bargaining agreement bonus payment or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employeesdeferred compensation, other than as required by Code Section 4980B.any bonus accrued for 2021.

Employee Benefit Programs. [Assumes no Defined Benefit Plans] (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.24 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthe Closing. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or section and has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Section. section. (c) The Company is does not required know and has no reason to make know, of any payments or contributions failure of any party to comply in any material respect with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program pursuant ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to Merger Sub, the Company, the LLC or AMG. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement or any applicable labor relations lawsuch Employee Program. (d) Except as set forth on Schedule 3.24, and all Employee Programs are terminable at the discretion of neither the Company without liability to the Company upon or following such termination. The Company nor any ERISA Affiliate (as defined below) (i) has never ever maintained or contributed to any Employee Program providing which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or promising (ii) has ever provided health care or any health or other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to AMG: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for AMG to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Each Employee Program listed on Schedule 3.24 may be amended, terminated, modified or otherwise revised by the Company, including the elimination of any and all future benefit accruals under any Employee Program. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SECTION 2.19 OF THE DISCLOSURE SCHEDULE sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, ; (ii) involves the issuance of options or other securities, ; or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program in all material respectsProgram. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar programEmployee Program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a401 (a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “"disqualifying provision” " within the meaning of Treasury Regulation Regulation, Section 1.401(b)-1 1.40(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.

Employee Benefit Programs. (a) Section 2.18 5.3.18 of the Company Disclosure Schedule sets forth a list of every Employee Program that has been currently maintained by the Company, any of its Subsidiaries or any Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material.P.C. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by the Company, any of its Subsidiaries or any Company P.C. and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code Code, has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Employee Program through and including the Closings Effective Time (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No Except for amendments made to the Code for which the remedial amendment period has not expired, no event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) There has not been any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company, its Subsidiaries or any Company P.C. which is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The Company is not required to make any payments or contributions With respect to any Employee Program pursuant to now or heretofore maintained by the Company, any collective bargaining agreement of its Subsidiaries or any applicable labor relations lawCompany P.C., and all Employee Programs are terminable at the discretion there has occurred no "prohibited transaction," as defined in Section 406 of the Company Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly (including without limitation through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company upon or following any Affiliate (as defined below) which is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Company, threatened with respect to any such terminationEmployee Program which is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (d) None of the Company, any of its Subsidiaries or any Company P.C. has incurred any liability under Title IV of ERISA which will not be paid in full prior to the Effective Time. The Company There has never maintained been no "accumulated funding deficiency" (whether or contributed not waived) with respect to any Employee Program providing ever maintained by the Company, any of its Subsidiaries or promising any health or other nonpension benefits Company P.C.s and subject to terminated employees, other than as required by Code Section 4980B.412 or ERISA Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any Company P.C. and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the transaction contemplated by this Agreement) (i) "reportable event," within the meaning of

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule SECTION 2.19 OF THE DISCLOSURE SCHEDULE sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception during the past three (3) years and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program in all material respectsProgram. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “"disqualifying provision” " within the meaning of Treasury Regulation Regulation, Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. The Company is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated employees, other than as required by Code Section 4980B.

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule sets forth a list of 3.23 lists every Employee Program (as defined below) that has ------------- been maintained (as defined below) by the Company MMA, RTS or to which the Company has contributed any Subsidiary at any time since its inception and (i) is subject to ERISA, (ii) involves during the issuance three-year period ending on the date of options or other securities, or (iii) is otherwise materialthe Closing. (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Each Employee Program which has been maintained by MMA, RTS or any Subsidiary during the Company past seven years and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for section and no such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed revoked nor, to the knowledge of MMA and Sellers, is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code there any reason for such revocation from the effective date of such Employee Program through and including the Closings Closing (or, if earlier, the date that all of such Employee Program’s 's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code Sectionsection. (c) Neither MMA nor Sellers knows or has reason to know of any failure of any party to comply in any material respect with any laws applicable to the Employee Programs that have been maintained by MMA, RTS or any Subsidiary. The Company is not required to make To the knowledge of MMA and Sellers, each Employee Program that has been maintained by MMA, RTS or any payments Subsidiary has been maintained, operated and administered in compliance in all material respects with its terms and with any related documents or contributions agreements. With respect to any Employee Program pursuant ever maintained by MMA, RTS or any Subsidiary, there has occurred no "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any material taxes, penalties or other liability to Buyers, MMA, RTS or any Subsidiary. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any collective bargaining agreement or any applicable labor relations lawsuch Employee Program. (d) All contributions to, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to payments from, any Employee Program providing maintained by MMA, RTS or promising any Subsidiary that may have been required in accordance with the terms of such Employee Program have been timely made or are properly accrued, to the extent required. Any insurance premium under any insurance policy related to an Employee Program for any period up to and including the Closing Date shall have been paid before the Closing Date. (e) None of MMA, RTS, any Subsidiary or any ERISA Affiliate (as defined below) while an ERISA Affiliate (i) has, at any time after January 1, 1992, maintained any Employee Program which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other nonpension non-pension benefits to any employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits that could impose a monetary obligation or material non-monetary obligation after Closing upon Buyers, MMA, RTS or any Subsidiary. (f) With respect to each Employee Program maintained by MMA, RTS or any Subsidiary within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to MMA Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Section 4980B.Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for MMA Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (g) Each Employee Program listed on Schedule 3.23 may be amended, terminated, ------------- modified or otherwise revised by MMA, RTS or any Subsidiary (as the case may be) subject to compliance with applicable law. (h) For purposes of this section:

Employee Benefit Programs. (a) Section 2.18 of the Disclosure Schedule 4.19 sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed an ERISA Affiliate at any time since its inception and during the three-year period ending on the Closing Date (i) is subject each Employee Program listed or required to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise materialbe listed on Schedule 4.19 being referred to herein as a "Company Employee Program"). (b) The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program in all material respects. There are no unfunded obligations of the Each Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) section and has, in fact, been qualified under the applicable Section section of the Code from the effective date of such Company Employee Program through and including the Closings Closing Date (or, if earlier, the date that all of such Company Employee Program’s 's assets were distributed). No To the knowledge of the Company, no event or omission has occurred which would cause such any Company Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code SectionSection (including, without limitation, Code Sections 105, 125, 401(a) and 501(c)(9)). The Each asset held under any such Company Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Company Employee Program. (c) Each Company Employee Program has been maintained and operated in all material respects in accordance with the laws applicable with respect to such Company Employee Program and all agreements related to such Company Employee Program. With respect to any Company Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975, or (ii) non-deductible contribution, which, in the case of any of (i) or (ii), would subject the Company or any ERISA Affiliate to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is not pending or, to the knowledge of the Company, threatened with respect to any Company Employee Program. All payments and/or contributions required to make have been made (under the provisions of any payments agreements or contributions other governing documents or applicable law) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 4.19). (d) Except as set forth on Schedule 4.19, neither the Company nor any ERISA Affiliate (i) has ever maintained any Employee Program pursuant which has been subject to title IV of ERISA or Code Section 412 or ERISA Section 302, including, but not limited to, any Multiemployer Plan or (ii) has ever provided health care or any other non-pension benefits to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the discretion of the Company without liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to employees after their employment is terminated employees, (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits. (e) With respect to each Company Employee Program, complete and correct copies of the following documents (if applicable to such Company Employee Program) have previously been delivered, or made available, to Parent: (i) all documents embodying or governing such Company Employee Program, and any funding medium for the Company Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Company Employee Program under Code Section 4980B.401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such Company Employee Program; (v) the summary plan description for such Company Employee Program (or other descriptions of such Company Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Company Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law; and (viii) all correspondence to and from any state or federal agency within the last three years with respect to such Company Employee Program. (f) Each Company Employee Program may be amended, terminated, or otherwise modified by the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Company Employee Program, and no employee communications have restricted the rights of the Company or the ERISA Affiliate to so amend, terminate or otherwise modify such Company Employee Program. (g) Each Company Employee Program has been maintained in compliance in all material respects with all applicable requirements of federal and state securities laws including, without limitation, the requirements that the offering of interests in such Employee Program be registered under the Securities Act of 1933, as amended, and/or state "Blue Sky" laws. (h) Each Company Employee Program has complied in all material respects with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) The Company has terminated its 401(k) plan and fully vested all participants in such plan. The Company has accrued for the payment of all amounts payable under the incentive, bonus and retention plans and arrangements of the Company and its Subsidiaries (a true and complete list of which is set forth on Schedule 4.19), and all such plans and arrangements shall terminate as of the Effective Time. Schedule 4.19 sets forth a complete and accurate listing of all of the Management Severance Costs, and such Management Severance Costs represent all amounts payable by the Company or the Surviving Corporation to discharge in full its obligations under the Management Employment Agreements. (j) For purposes of this section:

Employee Benefit Programs. The Company does not maintain or con­tribute to, and for the past five (a5) years has not maintained or contributed to, any Employee Benefit Program other than the Employee Benefit Programs identified and described in Section 2.18 4.22(a) of the Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or to which the Company has contributed at any time since its inception and (i) is subject to ERISA, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) Schedule. The terms and operation of each such Employee Benefit Program comply and have heretofore complied in all material respects with all applicable laws and regulations relating to each such Employee Program in all material respectsBenefit Program. There are no material unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program. If required, each Employee Program which has been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulation Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable Section of the Code from the effective date of such Employee Program through and including the Closings (or, if earlier, the date that all of such Employee Benefit Program’s assets were distributed). No event or omission has occurred which would cause such Employee Program to lose its qualification under the applicable Code Section. The Company is not required to make any payments payment or contributions contribution to any Employee Benefit Program pursuant to any collective bargaining agreement or or, to the knowledge of the Company, any applicable labor relations law, and all Employee Benefit Programs are terminable at the discretion of the Company without material liability to the Company upon or following such termination. The Company has never maintained or contributed to any Employee Benefit Program providing or promising any health or other nonpension non-pension benefits to terminated employees, employees after their employment terminates other than as required by Code part 6 of subtitle B of Title I of ERISA or other applicable law. With respect to any Employee Benefit Program, to the knowledge of the Company, there has occurred no “prohibited transaction,” as defined in Section 4980B.406 of ERISA or Section 4975 of the Internal Revenue Code, or breach of any duty under ERISA or other applica­ble law that could result, directly or indirectly, in any material tax, penalty, or other liability to the Company. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowl­edge of the Company, threatened with respect to any such Employee Benefit Program.