Common use of Employees Clause in Contracts

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

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

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

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

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

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

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

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

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

Employees. Except as set forth on Schedule 4.14, neither the Company nor any (a) All current and past key employees of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company Merger Partner or any of its Subsidiaries have entered into confidentiality and assignment of inventions agreements with Merger Partner or such Subsidiary, a copy or form of which has contractedpreviously been made available to Public Company. To the knowledge of Merger Partner, as of the date of this Agreement, no employee of Merger Partner or any Subsidiary of Merger Partner is in violation of any term of any employment contractpatent disclosure agreement, proprietary information agreement non-competition agreement, or any other agreement restrictive covenant to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company by Merger Partner or any of its Subsidiaries because of the nature of the business to be currently conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company Merger Partner or any of its Subsidiaries or to the use of its present employeestrade secrets or proprietary information of others. To the knowledge of Merger Partner, and the performance as of the Company's and date of this Agreement, no key employee or group of key employees has any plans to terminate employment with Merger Partner or its Subsidiaries' contracts with its independent contractors, will not result in any such violation. . (b) Neither the Company Merger Partner nor any of its Subsidiaries is aware that or has been a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. Neither Merger Partner nor any of its employees Subsidiaries is obligated under any contract (including licenses, covenants or commitments has been the subject of any nature) proceeding asserting that Merger Partner or other agreementany of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization, nor is there or subject to any judgmenthas there been pending or, decree or order of any court or administrative agency, that would interfere with their duties to the Company knowledge of Merger Partner, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving Merger Partner or any of its Subsidiaries. (c) To the knowledge of Merger Partner, Merger Partner and its Subsidiaries are and have been in material compliance with all applicable Laws related to employment (including verification of employment eligibility), employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees) with respect to any employee (as defined by, or determined in accordance with, applicable Laws). To the knowledge of Merger Partner, all employees of Merger Partner and its Subsidiaries are citizens or lawful permanent residents of the United States. (d) Neither the Company Merger Partner nor any of its Subsidiaries has received written notice of any notice charge or complaint pending before the Equal Employment Opportunity Commission or other Governmental Entity alleging that unlawful discrimination, harassment, retaliation or any such other violation has occurred. Except for of or non-compliance with applicable Law relating to the employment, treatment, or termination of any employees who have a current effective employment agreement with the Company of Merger Partner or any of its Subsidiaries, no nor, to the knowledge of Merger Partner, has any such charge been threatened. No current or former employee of the Company Merger Partner or any of its Subsidiaries has, pursuant to internal complaint procedures, made a written complaint of discrimination, retaliation or harassment, nor to Merger Partner’s knowledge, has an oral complaint of any of the foregoing been granted the right to continued employment by the Company or made. (e) Neither Merger Partner nor any of its Subsidiaries or to has caused a plant closing as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) affecting any material compensation following termination site of employment with or one or more operating units within any site of employment, or a mass layoff as defined in the Company or WARN Act, nor have any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that foregoing been affected by any officer, key employee transaction or group of employees intends engaged in layoffs or employment terminations sufficient in number to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment trigger application of any officersimilar foreign, key employee state or group of employeeslocal Law.

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

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

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

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

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

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

Employees. Except as set forth on Schedule 4.14, neither the (a) The Company nor any of and its Subsidiaries has are not party to any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand, to the Company's ’s knowledge, threatened with respect there are no attempts to organize the employees of the Company or any of its Subsidiaries. . (b) Except as disclosed in the Exchange Act Filings or set forth on Schedule 4.145.17 to the Disclosure Schedules, neither the Company nor and its Subsidiaries have no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services. (c) Each Person who performs services for the Company or any of its Subsidiaries is a party to has been, and is, properly classified by the Company or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement its Subsidiaries as an employee or other employee compensation plan an independent contractor (or agreement. its PRC equivalent). (d) To the Company's knowledge, no employee or advisor of the Company or any of its Subsidiaries, nor any consultant with whom the Company Subsidiaries is or any of its Subsidiaries has contracted, is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law or other legal obligation to a former employer relating to the right of any such individual employee to be employed by, or to contract with, by the Company or any of its Subsidiaries because of the nature of the business conducted or to be conducted by the Company or any of its Subsidiaries; Subsidiaries or to the use of trade secrets or proprietary information of others, and the employment of the employees of the Company and its Subsidiaries does not subject the Company or the Company's stockholders to any liability. There is neither pending nor, to the Company's knowledge the continued employment by the Company knowledge, threatened any actions, suits, proceedings or any of its Subsidiaries of its present employeesclaims, and the performance of or, to the Company's and its Subsidiaries' contracts ’s knowledge, any basis therefor or threat thereof with its independent contractorsrespect to any contract, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, covenant or subject obligation referred to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to in the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeespreceding sentence.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Schedule 4.14, neither Section 3.09 of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orDisclosure Schedule, to the Company's knowledge, threatened with respect to the Company or any Knowledge of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, Subsidiary is in violation of any term of any employment contractpatent disclosure agreement, proprietary information non-competition agreement or any other agreement restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any of its Subsidiaries; and collective bargaining agreement or any other agreement with a labor union, and, to the Company's knowledge ’s knowledge, there has been no effort by any labor union during the continued employment by 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts which may interfere with its independent contractors, will not result in any such violationcontinued operations. Neither the Company nor any of its Subsidiaries agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is aware that no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of its the employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of its Subsidiaries has been granted 1964, the right to continued employment Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any of its Subsidiaries or applicable law to any material compensation following termination of employment with be so classified, and the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its and Subsidiaries have a present intention fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to terminate the employment of any officer, key employee or group of employeesdo so.

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

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

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

Employees. Except as set forth on Schedule 4.14, neither (a) Section 3.8(a) of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, Disclosure Schedule sets forth the following information (to the Company's knowledge, threatened extent applicable) with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no each employee of the Company or any of and its Subsidiaries, nor any consultant with whom including each employee on leave of absence or layoff status: name, job title, current annual base salary or current wages, 2009 bonus target, 2009 bonus, and paid time off that is accrued but unused. Section 3.8(a) of the Company or any of its Subsidiaries has contracted, is in violation Disclosure Schedule also sets forth the name of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed byindependent contractors who render services on a regular basis to, or to are under contract with, the Company or any of its Subsidiaries because and are engaged in the provision of the nature of the business to be conducted by the Company or any of its Subsidiaries; goods and to the Company's knowledge the continued employment by services. There is no collective bargaining agreement in effect between the Company or any of its Subsidiaries of its present employees, and the performance any labor unions or organizations representing any of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any employees of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received experienced any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with organized slowdown, work interruption strike or work stoppage by its employees, and, to the Knowledge of the Company, there is no strike, labor dispute or union organization activity pending or threatened affecting the Company or any of its Subsidiaries. (b) Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, the employment of each employee of the Company and its Subsidiaries is terminable at the will of the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any employment, non-competition, severance or similar contract or agreement (excluding any confidentiality (or similar) agreement that has been entered into with any full-time employee of the Company or any of its Subsidiaries, the current form of which has been made available by the Company to the Emdeon Entities). To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by is a party to, or is otherwise bound by, any agreement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and any Person other than the Company or any of its Subsidiaries that materially restricts the performance of that employee’s rights to perform his or to any material compensation following termination her regular duties as an employee of employment with the Company or any of its Subsidiaries. (c) The Company and its Subsidiaries are, and since July 1, 2006, have been, in compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, wages and hours, anti-discrimination and occupational health and safety, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, as amended, and the employment of non-residents under the Immigration Reform and Control Act of 1986, as amended. Except as set forth on Schedule 4.14, Other than claims filed with a Governmental Authority that have not been disclosed to the Company and its Subsidiaries, there is not aware that no unfair labor practice claim or proceeding brought by or on behalf of any officer, key employee or group former employee of employees intends to terminate his, her or their employment with the Company or its Subsidiaries under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or any other Legal Requirement pending or, to the Knowledge of its Subsidiariesthe Company, nor does threatened, against the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiaries.

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

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

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

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

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

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

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

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no (a) No employee of the Company or any of its SubsidiariesSubsidiary and no Related Party is, nor any consultant with whom the Company or any of its Subsidiaries has contractedis now expected to be, is in violation of any term of any employment contract, proprietary information agreement patent disclosure agreement, non-competition agreement, or any other contract or agreement with any prior employer or any other person, corporation, or other entity or any restrictive covenant in such an agreement, or any obligation imposed by common law or otherwise, relating to the right of any such individual employee or Related Party to be employed by, or to contract with, by the Company or any of its Subsidiaries companies similarly situated because of the nature of the business conducted or to be conducted by the Company Company, or any Subsidiary or companies similarly situated or relating to the use of its Subsidiaries; trade secrets or proprietary information of others, and the continued employment of the Company's or any Subsidiary's employees and/or Related Parties does not subject the Company, any Subsidiary or Purchaser to any liability for any such violation. (b) The Schedule of Exceptions sets forth a complete list of the name and position of each person who has executed a Invention and Secrecy and Agreement to the effect and in substantially the form set forth in Exhibit C hereto. To the best of the Company's knowledge the continued employment by and belief, no employee or former employee of the Company or any of its Subsidiaries of its present employeesSubsidiary is, and or to the performance best of the Company's knowledge and its Subsidiaries' contracts belief now is expected to be, in violation of the terms of the aforesaid agreement or of any other obligation relating to the use of confidential or proprietary information of the Company or such Subsidiary. Each of such Invention and Secrecy Agreements remains in full force and effect. (c) The Schedule of Exceptions sets forth the current compensation of each officer, director or employee of the Company and each Subsidiary being paid (or to whom the Company or such Subsidiary has agreed to pay) compensation at a rate of $50,000 per year or more. (d) To the best knowledge of the Company, no officer or key employee of the Company or any Subsidiary has any present intent of terminating such officer's or key employee's employment with its independent contractorsthe Company or such Subsidiary. (e) The Company and each Subsidiary is in full compliance with all laws regarding employment, will not result wages, hours, equal opportunity, collective bargaining and payment of Social Security and other taxes. The Company and each Subsidiary is in compliance with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards and has received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such violationlaws and regulations. (f) Except as set forth on the Schedule of Exceptions hereto, the employment of all persons and officers employed by the Company and each Subsidiary is terminable at will without any penalty or severance obligation of any kind on the part of the employer. All sums due for employee compensation and benefits and all vacation time owing to any employees of the Company and each Subsidiary have been duly and adequately accrued on the accounting records of the Company. All employees of the Company and each Subsidiary are either United States citizens or resident aliens specifically authorized to engage in employment in the United States in accordance with all applicable laws. (g) Neither the Company nor any Subsidiary has experienced, nor does it know or have reasonable grounds to know of any basis for, any strike, labor troubles or strife, work stoppages, slow downs, or other interference with or impairment of its business. Neither the Company nor any of its Subsidiaries is aware that Subsidiary has experienced, nor does it know or have reasonable grounds to know of, any of its employees is obligated under any contract (including licenses, covenants union or commitments of any nature) collective bargaining organization efforts or other agreementnegotiations, or subject requests for negotiations, for any representation or any labor contract relating to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

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

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

Employees. Except as set forth (i) All written contracts in relation to the top five compensated Company Employees (calculated based on Schedule 4.14annual base salary plus target cash bonus) have been made available in the Data Room. (ii) The independent contractors of the Company and its Subsidiaries are not entitled to any severance or similar payments upon termination of their Contracts that would be material. (iii) To the knowledge of the Company, neither any individual current officer or other key current employee of the Company nor any group of its Subsidiaries current employees of the Company has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect given notice to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating intention to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of terminate employment with the Company or any and, to the knowledge of its Subsidiaries. Except as set forth on Schedule 4.14the Company, the Company is not aware that any no such officer, key employee or group of employees intends has any intention to terminate his, her or their employment with the Company. (iv) The Company and each of its Subsidiaries are and have been in compliance, in all material respects, with all terms and conditions of employment applicable to Company Employees and all Laws respecting employment in all locations where Company Employees work, including pay equity, employment and labour standards, labour relations, human rights, privacy, workers’ compensation and occupational health and safety, and there are no outstanding material claims, complaints, investigations or orders under any such Laws. To the knowledge of the Company, there are no pending or threatened investigations into any alleged breach of any such Laws. (v) There is no material grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries. The Company has not and is not engaged in any unfair labour practices. (vi) No action is outstanding or, to the knowledge of Company, threatened against the Company or any Subsidiary with respect to any current or former employee or independent contractor of Company concerning his or her relationship with Company. (vii) Except as disclosed in Section 3.1(1)(aa) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments or severance payments or agreements with Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any of the other Transactions, including a change of control of the Company or of any of its Subsidiaries. (viii) There are no material outstanding assessments, nor does penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety and insurance legislation and there are no material orders under applicable occupational health and safety legislation relating to the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeeswhich are currently outstanding.

Employees. Except as set forth disclosed on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or2.13, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeCorporation’s Knowledge, no employee of the Company or any of its Subsidiariesofficer of, nor any consultant with whom to, the Company Corporation or any of its Subsidiaries has contracted, Corporation Subsidiary is in violation of any term of any employment or consulting contract, proprietary information patent disclosure agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, employee or to contract with, consultant with the Company Corporation or any of its Subsidiaries Corporation Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company Corporation or any Corporation Subsidiary. Each employee and officer of the Corporation and each Corporation Subsidiary has executed the Corporation’s standard employee proprietary information and invention assignment agreement and each current and former consultant to the Corporation or any Corporation Subsidiary has executed a written agreement with the Corporation or such Corporation Subsidiary containing invention assignment and confidentiality provisions in the Corporation’s customary form. To the Corporation’s Knowledge, none of its Subsidiaries; or any Corporation Subsidiary’s employees, officers or consultants are in violation of such agreements, and no current or former officer, employee or consultant has excluded works or inventions made prior to his or her relationship with the Corporation or any Corporation Subsidiary that are relevant to the Company's knowledge business of the continued employment by the Company Corporation or any Corporation Subsidiary as conducted or as proposed to be conducted. To the Corporation’s Knowledge, none of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in or any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its Corporation Subsidiary’s employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company interests of the Corporation and the Corporation Subsidiaries or that would conflict with the Corporation’s or the Corporation Subsidiaries’ business as conducted or as proposed to be conducted. Except as disclosed in Schedule 2.13, the Corporation does not believe it is or will be necessary to utilize any inventions of any of its Subsidiaries. Neither or any Corporation Subsidiary’s employees (or prospective employees) or consultants made prior to their employment by the Company nor Corporation or any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have Corporation Subsidiary or prior to entering into a current effective employment consulting agreement with the Company Corporation or any Corporation Subsidiary, as applicable. Except as disclosed in Schedule 2.13, the employment of its Subsidiaries, no each officer and employee of the Company Corporation and any Corporation Subsidiary is terminable at the will of the Corporation or the applicable Corporation Subsidiary without liability for any of its Subsidiaries has been granted severance payments upon termination. To the right to continued employment by the Company Corporation’s Knowledge there is no impending resignation or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.employees of the Corporation or any Corporation Subsidiary. The Corporation and each Corporation

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

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. (a) To the Company's knowledgeknowledge of Harmony, as of the Effective Date, no employee of the Company Harmony or any Subsidiary of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, Harmony is in violation of any term of any employment contractpatent disclosure agreement, proprietary information agreement non-competition agreement, or any other agreement restrictive covenant to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company by Harmony or any of its Subsidiaries because of the nature of the business to be currently conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company Harmony or any of its Subsidiaries or to the use of its present employeestrade secrets or proprietary information of others. To the knowledge of Harmony, and the performance as of the Company's and Effective Date, no key employee or group of employees has any plans to terminate employment with Harmony or its Subsidiaries' contracts with its independent contractors, will not result in any such violation. . (b) Neither the Company Harmony nor any of its Subsidiaries is aware that or has been a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. Neither Harmony nor any of its employees Subsidiaries is obligated under any contract (including licenses, covenants or commitments has been the subject of any nature) proceeding asserting that Harmony or other agreementany of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization, nor is there or subject to any judgmenthas there been pending or, decree or order of any court or administrative agency, that would interfere with their duties to the Company knowledge of Harmony, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving Harmony or any of its Subsidiaries. (c) To the knowledge of Harmony, Harmony and its Subsidiaries are and have been in material compliance with all applicable Laws related to employment (including verification of employment eligibility), employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees) with respect to any employee (as defined by, or determined in accordance with, applicable Laws). To the knowledge of Harmony, other than H▇▇▇▇▇▇’s President and Chief Executive Officer, none of the employees of Harmony and its Subsidiaries are citizens or lawful permanent residents of the United States. (d) Neither the Company Harmony nor any of its Subsidiaries has received written notice of any notice charge or complaint pending before the Equal Employment Opportunity Commission or other Governmental Entity alleging that unlawful discrimination, harassment, retaliation or any such other violation has occurred. Except for of or non-compliance with applicable Law relating to the employment, treatment, or termination of any employees who have a current effective employment agreement with the Company of Harmony or any of its Subsidiaries, no nor, to the knowledge of Harmony, has any such charge been threatened. No current or former employee of the Company Harmony or any of its Subsidiaries has, pursuant to internal complaint procedures, made a written complaint of discrimination, retaliation or harassment, nor to Harmony’s knowledge, has an oral complaint of any of the foregoing been granted the right to continued employment by the Company or made. (e) Neither Harmony nor any of its Subsidiaries or to has caused a plant closing as defined in the WARN Act affecting any material compensation following termination site of employment with or one or more operating units within any site of employment, or a mass layoff as defined in the Company or WARN Act, nor have any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that foregoing been affected by any officer, key employee transaction or group of employees intends engaged in layoffs or employment terminations sufficient in number to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment trigger application of any officersimilar foreign, key employee state or group of employeeslocal Law.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries subsidiary has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Knowledge of the Company's knowledge, threatened with respect to the Company or any of its Subsidiariessubsidiary. Except as disclosed in the Exchange Act Filings or set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge4.9, no employee of the Company or its subsidiary has any written agreement or contract regarding his or her employment, other than an agreement for at-will employment and neither the Company nor its subsidiary has arrangements with any of its Subsidiariesemployees, whether written or oral, that are out of the ordinary course of business. No employee of the Company or its subsidiary, nor any consultant with whom the Company or any of its Subsidiaries subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement agreement, or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; subsidiary and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries subsidiary of its present employees, and the performance of each of the Company's ’s and its Subsidiaries' subsidiary’s contracts with its their respective independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries subsidiary has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesas set forth on Schedule 4.9, no employee of the Company or any of its Subsidiaries subsidiary has been granted the right to continued employment by the Company or any of its Subsidiaries subsidiary or to any material compensation following termination of employment with the Company or its subsidiary. Each of the Company and its subsidiary is in compliance with all currently applicable laws respecting employment, employment practices and terms, conditions of employment and wages and hours. Neither the Company nor its subsidiary is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against the Company or its subsidiary before the National Labor Relations Board. No employee of the Company or its subsidiary has been injured in the work place or in the course of his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers’ compensation or similar laws. There are no pending or threatened charges or complaints alleging sexual harassment or other discrimination or unlawful conduct by the Company, its subsidiary or any of its Subsidiaries. Except as set forth on Schedule 4.14their employees nor, to the Knowledge of the Company is there a basis for the filing of such a complaint. Each of the Company and its subsidiary has complied with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 (“IRCA”); to the Knowledge of the Company, the information and documents on which the Company and its subsidiary relied to comply with IRCA are true and correct; and there have not aware that been any officer, key employee or group of employees intends to terminate his, her or their employment with discrimination complaints filed against the Company or any its subsidiary pursuant to IRCA, and to the Knowledge of its Subsidiariesthe Company, nor does there is no basis for the Company or any filing of its Subsidiaries have such a present intention to terminate the employment of any officer, key employee or group of employeescomplaint.

Employees. Except as set forth on Schedule 4.14(a) The Disclosure Schedules disclose a list of the titles or positions of all Employees with their date of hire and the location of their employment, neither whether they are actively at work or not and, if not, the reason for the absence and expected return to work date and a complete and accurate list of the remuneration of, and Benefit Plans applicable to, each Employee. The Disclosure Schedules also disclose a list of all persons receiving compensation for work or services directly relating to the operations at the Bolañitos Mine provided to the Company nor any who are not Employees and particulars of its Subsidiaries has any collective bargaining agreements with any their terms of its employeesengagement. There is no The Disclosure Schedules also disclose a complete list of all labor union organizing activity litigation of the Company pending or, to the Company's knowledgeknowledge of the Vendors, threatened with respect to if applicable. (b) There is no commitment or agreement binding upon the Company to increase wages, to modify the terms and conditions of or terminate the employment of any Employee other than in the Ordinary Course of its SubsidiariesBusiness. There are no employment agreements, commitments, policies, plans or arrangements binding on the Company pursuant to which any amounts may become payable by the Company to any Employees, former Employees, directors, consultants, independent contractors of the Company as a result of the consummation of the transactions contemplated by this Agreement. (c) Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Disclosure Schedules, the Company is not aware a party, either directly or by operation of law, to any collective agreement, contract or legally binding commitment to any trade union or employee organization or group in respect of or affecting the Employees. As of the date of this Agreement, the Company is not currently engaged in any labour negotiations nor is it a party to any application, complaint or other proceeding under any employment or labour Law. (d) There are no active material complaints before any Governmental Entity, including a labour relations board, tribunal or commission, filed by any Employees against the entity which employs such Employee or any current or former director or officer of the Company, claiming or alleging that any such entity, or such current or former director or officer, key employee has violated any Laws applicable to the Employee. (e) There is no strike, labour interruption, disturbance, work slowdown or group stoppage pending or involving or, to the knowledge of employees intends to terminate histhe Vendors, her or their employment with threatened, against the Company or any of its SubsidiariesCompany, nor does and no such event has occurred within the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeeslast three years.

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

Employees. Except As of the Effective Date, except as set forth on Schedule 4.14, 4.13 hereto, (a) neither the Company Issuer nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, ; (b) neither the Company Issuer nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract (other than standard offer letters entered into in the ordinary course of business), deferred compensation arrangement, severance arrangement bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To ; (c) no employee of Issuer or any of its Subsidiaries has been granted the Company's right to continued employment by Issuer or such Subsidiary or to any material compensation following termination of employment with Issuer or such Subsidiary; (d) to Issuer’s knowledge, no employee of the Company Issuer or any of its Subsidiaries, nor any consultant with whom the Company Issuer or any of its Subsidiaries has contracted, is in material violation of any material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Issuer or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiariessuch Subsidiary; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company neither Issuer nor any of its Subsidiaries has received any notice alleging that any such material violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries; (e) to Issuer’s knowledge, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees of Issuer or any of its Subsidiaries intends to terminate his, her or their employment with the Company Issuer or any of its Subsidiariessuch Subsidiary, nor does the Company Issuer or any of its Subsidiaries have a any present intention to terminate the employment of any officer, key employee or group of employees; (f) there are no actions pending, or to Issuer’s knowledge, threatened, by any former or current employee of Issuer or any of its Subsidiaries concerning such Person’s employment by Issuer or such Subsidiary; (g) neither Issuer nor any of its Subsidiaries is materially delinquent in payments to any of its employees, consultants, or independent contractors for any material wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors; (h) Issuer and each of its Subsidiaries has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours and worker classification; (i) Issuer and each of its Subsidiaries has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Issuer or such Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (j) the employment of each employee of Issuer or any of its Subsidiaries is terminable at the will of Issuer or such Subsidiary; (k) except as required by law, upon termination of the employment of any such employees, no severance or other payments will become due, and neither Issuer nor any Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services; (l) each former key employee whose employment was terminated by Issuer or any of its Subsidiaries has entered into an agreement with Issuer or such Subsidiary providing for the full release of any claims against Issuer or such Subsidiary and any related party arising out of such employment; (m) neither Issuer nor any of its Subsidiaries has established, sponsors, maintains or participates in or contributes to any employee benefit plan, which is subject to ERISA, and Issuer or such Subsidiary has made all required contributions and has no liability to any such employee benefit plan, other than ordinary administrative expenses and liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA; (n) each current and former employee of Issuer or any of its Subsidiaries has executed a non-solicitation agreement substantially in the form or forms delivered to Purchasers, and Issuer is not aware that any violation of any such agreement; (o) neither Issuer nor any of its Subsidiaries is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of Issuer, has sought to represent any of the employees, representatives or agents of Issuer or any of its Subsidiaries; and there is no strike or other labor dispute involving Issuer or any of its Subsidiaries pending, or to Issuer’s knowledge, threatened, which could have a Material Adverse Effect, nor is Issuer aware of any labor organization activity involving the employees of Issuer or any of its Subsidiaries; and (p) to Issuer’s knowledge, none of the key employees or directors of Issuer or any of its Subsidiaries has been (A) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his or her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (B) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

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

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

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

Employees. Except as set forth on Schedule 4.14, neither the Company nor any (a) All current and past key employees of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company Merger Partner or any of its Subsidiaries have entered into confidentiality and assignment of inventions agreements with Merger Partner or such Subsidiary, a copy or form of which has contractedpreviously been made available to Public Company. To the knowledge of Merger Partner, as of the date of this Agreement, no employee of Merger Partner or any Subsidiary of Merger Partner is in violation of any term of any employment contractnon-competition agreement, proprietary information agreement or any other agreement restrictive covenant to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company by Merger Partner or any of its Subsidiaries because of the nature of the business to be currently conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company M▇▇▇▇▇ Partner or any of its Subsidiaries or to the use of its present employeestrade secrets or proprietary information of others. To the knowledge of M▇▇▇▇▇ Partner, and the performance as of the Company's and date of this Agreement, no key employee or group of key employees has any plans to terminate employment with Merger Partner or its Subsidiaries' contracts with its independent contractors, will not result in any such violation. . (b) Neither the Company Merger Partner nor any of its Subsidiaries is aware that or has been a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. Neither Merger Partner nor any of its employees Subsidiaries is obligated under any contract (including licenses, covenants or commitments has been the subject of any nature) proceeding asserting that Merger Partner or other agreementany of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization, nor is there or subject to any judgmenthas there been pending or, decree or order of any court or administrative agency, that would interfere with their duties to the Company knowledge of Merger Partner, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving Merger Partner or any of its Subsidiaries. (c) To the knowledge of Merger Partner, Merger Partner and its Subsidiaries are and have been in material compliance with all applicable Laws related to employment (including verification of employment eligibility), employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees) with respect to any employee (as defined by, or determined in accordance with, applicable Laws). To the knowledge of Merger Partner, all employees of Merger Partner and its Subsidiaries are citizens or lawful permanent residents of the United States. (d) Neither the Company Merger Partner nor any of its Subsidiaries has received written notice of any notice charge or complaint pending before the Equal Employment Opportunity Commission or other Governmental Entity alleging that unlawful discrimination, harassment, retaliation or any such other violation has occurred. Except for of or non-compliance with applicable Law relating to the employment, treatment, or termination of any employees who have a current effective employment agreement with the Company of Merger Partner or any of its Subsidiaries, no nor, to the knowledge of Merger Partner, has any such charge been threatened. No current or former employee of the Company Merger Partner or any of its Subsidiaries has, pursuant to internal complaint procedures, made a written complaint of discrimination, retaliation or harassment, nor to Merger Partner’s knowledge, has an oral complaint of any of the foregoing been granted the right to continued employment by the Company or made. (e) Neither Merger Partner nor any of its Subsidiaries or to has caused a plant closing as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) affecting any material compensation following termination site of employment with or one or more operating units within any site of employment, or a mass layoff as defined in the Company or WARN Act, nor have any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that foregoing been affected by any officer, key employee transaction or group of employees intends engaged in layoffs or employment terminations sufficient in number to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment trigger application of any officersimilar foreign, key employee state or group of employeeslocal Law.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to (A) To the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Companyand Subsidiary's knowledge, no employee of the Company or any of its SubsidiariesSubsidiary and no Related Party is, nor any consultant with whom the Company or any of its Subsidiaries has contractedis now expected to be, is in violation of any term of any employment contract, proprietary information agreement patent disclosure agreement, non-competition agreement, or any other contract or agreement with any prior employer or any other person, corporation, or other entity or any restrictive covenant in such an agreement, or any obligation imposed by common law or otherwise, relating to the right of any such individual employee or Related Party to be employed byby the Company, Subsidiary or to contract with, the Company or any of its Subsidiaries companies similarly situated because of the nature of the business conducted or to be conducted by the Company Company, or any Subsidiary or companies similarly situated or relating to the use of its Subsidiaries; trade secrets or proprietary information of others, and to the continued employment of the Company's knowledge or Subsidiary's employees and/or Related Parties does not subject the continued employment by the Company Company, Subsidiary or any of its Subsidiaries of its present employees, and the performance Purchaser to any liability for any such violation. (B) Each of the Company's and its Subsidiaries' contracts Subsidiary's other present or former employees who has had access to proprietary information of the Company or Subsidiary has executed a ▇▇▇▇▇▇▇▇.▇▇▇ Non-Disclosure And Solicitation, Confidentiality and Assignment of Intellectual Property Agreement ("Proprietary Information Agreement") to the effect and in substantially the form provided to the Purchasers and special counsel for the Purchasers, a copy of which is set forth in Exhibit B hereto. The Disclosure Schedules set forth a complete list of the name and position of each person who has executed a Proprietary Information Agreement. To the Company's and Subsidiary's knowledge and belief, no employee or former employee of the Company or Subsidiary is, or to the Company's and Subsidiary's knowledge and belief now is expected to be, in violation of the terms of the aforesaid agreement or of any other obligation relating to the use of confidential or proprietary information of the Company or Subsidiary. Each of such Proprietary Information Agreements remains in full force and effect. (C) The Disclosure Schedules set forth the current compensation of each officer or director of the Company and Subsidiary, and of each employee being paid (or to whom the Company or Subsidiary has agreed to pay) annual salary at a rate of $120,000 per year or more. (D) To the knowledge of the Company and Subsidiary, except as set forth on the Disclosure Schedule, no officer or key employee of the Company or Subsidiary has any present intent of terminating such officer's or key employee's employment with its independent contractorsthe Company or Subsidiary. (E) The Company and Subsidiary each complies in all material respects with all laws regarding employment, will not result wages, hours, equal opportunity, collective bargaining and payment of Social Security and other taxes. The Company and Subsidiary each is in compliance in all material respects with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards and has received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such violationlaws and regulations. (F) Except as set forth on the Disclosure Schedules hereto, the employment of all persons and officers employed by the Company and Subsidiary is terminable at will without any penalty or severance obligation of any kind on the part of the employer. All sums due for employee compensation and benefits and all vacation time owing to any employees of the Company and Subsidiary have been duly and adequately accrued on the accounting records of the Company. All employees of the Company and Subsidiary are either United States citizens or resident aliens specifically authorized to engage in employment in the United States in accordance with all applicable laws. (G) Neither the Company nor Subsidiary has experienced, nor does it know or have reasonable grounds to know of any basis for, any strike, labor troubles or strife, work stoppages, slow downs, or other interference with or impairment of its business. Neither the Company nor Subsidiary has experienced, nor does it know or have reasonable grounds to know of, any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants union or commitments of any nature) collective bargaining organization efforts or other agreementnegotiations, or subject requests for negotiations, for any representation or any labor contract relating to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

Employees. (i) The Disclosure Letter lists all individuals employed by, and all individuals engaged on a contractual basis to provide employment or sales services to, the Company or any of its subsidiaries as at the date hereof (the "Employees"). For each of such Employee, the Disclosure Letter lists such Employee's employer, place of employment, date of hire, title or job classification, salary, commission (if any), bonus entitlement (if any) and benefits and any circumstances unique to such Employee. Except as set forth on Schedule 4.14for the Employment Agreements, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any currently effective employment contractContracts relating to employment, deferred compensation arrangementseverance, retention, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan confidentiality or agreement. To the Company's knowledge, no any consulting Contracts with any Employee or former employee of the Company or any of its Subsidiariessubsidiaries. (ii) There exist no employment, nor any consultant with whom consulting, severance or indemnification agreements or arrangements between the Company or any of its Subsidiaries has contracted, is in violation of subsidiaries and any term of any employment contract, proprietary information agreement current or any other agreement relating to the right of any such individual to be employed by, former director or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee officer of the Company or any of its Subsidiaries has been granted subsidiaries pursuant to which the right to continued Company or any such subsidiary has, or may have, obligations, and there are no employment by policies or plans, including policies regarding incentive compensation, stock options, severance pay or other terms and conditions upon which any such director or officer can be terminated which are binding on the Company or any of its Subsidiaries subsidiaries, and no such director or officer is entitled to any material compensation following termination of employment with severance benefits from the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, subsidiaries. (iii) Each of the Company and each of its subsidiaries has been and is not aware that any officerbeing operated in full compliance with all laws relating to employees, key employee or group of employees intends to terminate hisincluding employment standards, her or their occupational health and safety, pay equity and employment with equity. There have been no complaints under such laws against the Company or any of its Subsidiariessubsidiaries. (iv) There are no complaints nor, nor does to the knowledge of the Company, are there any threatened complaints, against the Company or any of its Subsidiaries subsidiaries, before any employment standards branch or tribunal or human rights tribunal. Nothing has occurred which might lead to a complaint against the Company or any of its subsidiaries, under any human rights legislation or employment standards legislation. There are no outstanding decisions or settlements or pending settlements under employment standards legislation which place any obligation upon the Company or any of its subsidiaries to do or refrain from doing any act. (v) All workers compensation assessments under legislation in Canada, the United States or any country or economic region in which either the Company or any of its subsidiaries, directly or indirectly, has assets or operations in relation to the Company and each of its subsidiaries have a present intention been paid or accrued, and neither the Company nor any of its subsidiaries has been subject to terminate the employment of any officer, key employee special or group of employeespenalty assessment under such legislation which has not been paid.

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

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

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

Employees. (a) Each of the Company's and Subsidiary's other present or former employees who has had access to proprietary information of the Company or Subsidiary has executed a ▇▇▇▇▇▇▇▇.▇▇▇ Non-Disclosure And Solicitation, Confidentiality and Assignment of Intellectual Property Agreement ("PROPRIETARY INFORMATION AGREEMENT") to the effect and in substantially the form provided to the Purchasers and special counsel for the Purchasers, a copy of which is set forth in EXHIBIT B hereto. The Disclosure Schedules set forth a complete list of the name and position of each person who has executed a Proprietary Information Agreement. To the Company's and Subsidiary's knowledge and belief, no employee or former employee of the Company or Subsidiary is, or to the Company's and Subsidiary's knowledge and belief now is expected to be, in violation of the terms of the aforesaid agreement or of any other obligation relating to the use of confidential or proprietary information of the Company or Subsidiary. Each of such Proprietary Information Agreements remains in full force and effect. (b) The Disclosure Schedules set forth the current compensation of each officer or director of the Company and Subsidiary, and of each employee being paid (or to whom the Company or Subsidiary has agreed to pay) annual salary at a rate of $120,000 per year or more. (c) To the knowledge of the Company and Subsidiary, except as set forth on the Disclosure Schedule, no officer or key employee of the Company or Subsidiary has any present intent of terminating such officer's or key employee's employment with the Company or Subsidiary. (d) The Company and Subsidiary each complies in all material respects with all laws regarding employment, wages, hours, equal opportunity, collective bargaining and payment of Social Security and other taxes. The Company and Subsidiary each is in compliance in all material respects with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards and has received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such laws and regulations. (e) Except as set forth on Schedule 4.14the Disclosure Schedules hereto, neither the employment of all persons and officers employed by the Company and Subsidiary is terminable at will without any penalty or severance obligation of any kind on the part of the employer. All sums due for employee compensation and benefits and all vacation time owing to any employees of the Company and Subsidiary have been duly and adequately accrued on the accounting records of the Company. All employees of the Company and Subsidiary are either United States citizens or resident aliens specifically authorized to engage in employment in the United States in accordance with all applicable laws. (f) Neither the Company nor Subsidiary has experienced, nor does it know or have reasonable grounds to know of any basis for, any strike, labor troubles or strife, work stoppages, slow downs, or other interference with or impairment of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violationbusiness. Neither the Company nor Subsidiary has experienced, nor does it know or have reasonable grounds to know of, any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants union or commitments of any nature) collective bargaining organization efforts or other agreementnegotiations, or subject requests for negotiations, for any representation or any labor contract relating to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

Employees. Except as set forth on (a) Schedule 4.14, neither 4.21(a) states the Company nor any total number of its Subsidiaries has any collective bargaining agreements with any employees of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no lists each employee of the Company as of the date of this Agreement and shows for each such employee full-time, part-time or any of its Subsidiariestemporary status, nor any consultant with whom the Company annual salary or any of its Subsidiaries has contractedwages, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating compensation payable (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), date of employment and position. To the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Knowledge of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no executive employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or and no group of employees intends of the Company has any plans to terminate his, her or their employment. The Company has complied at all times with all applicable Laws relating to employment and employment practices and those relating to the calculation and payment of wages. The Company has no labor relations problem pending or, to the Knowledge of the Company, threatened and its labor relations are satisfactory. Except as listed in Schedule 4.21(a), there are no workers' compensation claims pending against the Company or, to the Knowledge of the Company, any facts that would give rise to such a claim. No employee of the Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the business of the Company. (b) No employee of the Company as of the date of this Agreement holds a temporary work authorization. (c) The employment of any terminated former employee of the Company has been terminated in accordance with any applicable Contract terms and applicable Law, and the Company has no liability under any Contract or applicable Law toward any such terminated employee. The transactions contemplated by this Agreement will not cause the Company to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payment to any Person. (d) The Company has not made any loans (except advances for business travel, lodging or other expenses in the Ordinary Course of Business) to any employee of the Company. (e) No employee of the Company is covered by any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and no attempt is currently being made or threatened or during the past five years has been made to organize any of its employees to form or enter into any labor union, employee association or similar organization. There are no strikes, slowdowns, work stoppages or other labor controversies pending or, to the Knowledge of the Company, threatened against or otherwise affecting the employees or facilities of the Company. The Company has not experienced any labor strike, slowdown, work stoppage or other material labor controversy involving its employees within the past two years. (f) Except as disclosed in Schedule 4.7, the Company has paid in full to all employees all wages, salaries and commissions due and payable to such employees and has fully reserved on the Latest Balance Sheet all amounts for wages, salaries and commissions due but not yet payable to such employees on the Latest Balance Sheet Date. (g) There has been no lay off of employees or work reduction program undertaken by or on behalf of the Company in the past two years, and no such program has been adopted by the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeespublicly announced.

Employees. Except as set forth on Schedule 4.14, neither (a) Section 2.8(a) of the Company nor any Disclosure Schedule sets forth the following information (to the extent applicable) with respect to each employee of the Company and its Subsidiaries has any collective bargaining agreements with any Subsidiaries, including each employee on leave of its employeesabsence or layoff status: name, job title, date of hire, employment status, current annual base salary or current wages, 2013 bonus, 2014 bonus, sick and vacation leave and paid time off that is accrued but unused. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed collective bargaining agreement in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom effect between the Company or any of its Subsidiaries has contracted, is in violation of and any term of any employment contract, proprietary information agreement labor unions or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or organizations representing any of its Subsidiaries because the employees of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary of the Company has experienced any organized slowdown, work interruption strike or work stoppage by its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with employees, and, to the Knowledge of the Company and the Shareholders, there is no strike, labor dispute or union organization activity pending or threatened affecting the Company or any of its Subsidiaries. (b) Except as set forth in Section 2.8(b) of the Company Disclosure Schedule, the employment of each employee of the Company and its Subsidiaries is terminable at the will of the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any employment, non-competition, severance or similar contract or agreement with any employee of the Company or its Subsidiaries under which the Company has any ongoing obligation (and copies of all such agreements have been made available to HealthStream in the Data Room). Except as set forth in Section 2.8(b) of the Company Disclosure Schedule, to the Knowledge of the Company and the Shareholders, no key employee of the Company or its Subsidiaries has provided notice (either written or orally) to the Company or its Subsidiaries of termination of employment, and no current key employee of the Company or any of its Subsidiaries has been granted indicated since July 1, 2014 that he or she intends to terminate his or her employment with the right to continued Company. To the Knowledge of the Company and the Shareholders, no employee of the Company or its Subsidiaries is a party to, or is otherwise bound by, any agreement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and any Person other than the Company or its Subsidiaries that adversely affects the performance of that employee’s duties as an employee of the Company or its Subsidiaries. (c) The Company and its Subsidiaries are, and since January 1, 2012, have been, in compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, wages and hours, anti-discrimination and occupational health and safety, including Legal Requirements concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, as amended, and the employment of non-residents under the Immigration Reform and Control Act of 1986, as amended. All individuals who are performing consulting or other services for the Company or its Subsidiaries are correctly classified as either “independent contractors,” or “employees,” as the case may be. There is no unfair labor practice claim or proceeding brought by or on behalf of any employee or former employee of the Company or any of its Subsidiaries under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or any other Legal Requirement pending or, to any material compensation following termination the Knowledge of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14the Shareholders, the Company is not aware that any officerthreatened, key employee or group of employees intends to terminate his, her or their employment with against the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

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

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

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

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

Employees. (a) Each of the Company's and Subsidiary's present or former employees who has had access to Proprietary Information of the Company or Subsidiary has executed the Company's or Subsidiary's standard form of proprietary information agreement ("Proprietary Information Agreement"). The Disclosure Schedules set forth a complete list of the name and position of each person who has executed a Proprietary Information Agreement. To the Company's and Subsidiary's knowledge, no employee or former employee of the Company or Subsidiary is or is expected to be in violation of the terms of the aforesaid Proprietary Information Agreement or of any other obligation relating to the use of confidential or Proprietary Information of the Company or Subsidiary. Each of such Proprietary Information Agreements remains in full force and effect; (b) The Disclosure Schedules set forth the current compensation of each officer or director of the Company and Subsidiary, and of each employee being paid (or to whom the Company or Subsidiary has agreed to pay) annual salary at a rate of $120,000 per year or more; (c) To the knowledge of the Company and Subsidiary, except as set forth on the Disclosure Schedules, no officer or key employee of the Company or Subsidiary has any present intent of terminating such officer's or key employee's employment with the Company or Subsidiary; (d) Each of the Company and Subsidiary complies in all material respects with all laws regarding employment, wages, hours, equal opportunity, collective bargaining and payment of Social Security and other taxes. The Company and Subsidiary each is in compliance in all material respects with all applicable foreign, federal, state and local laws and regulations regarding occupational safety and health standards and has received no complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such laws and regulations; (e) Except as set forth on Schedule 4.14the Disclosure Schedules hereto, neither the employment of all persons and officers employed by the Company nor and Subsidiary is terminable at will without any penalty or severance obligation of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to kind on the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee part of the Company or Subsidiary. All sums due for employee compensation and benefits and all vacation time owing to any employees of the Company and Subsidiary have been duly and adequately accrued on the accounting records of the Company and Subsidiary. All employees of the Company and Subsidiary are either United States citizens or resident aliens specifically authorized to engage in employment in the United States in accordance with all applicable laws; (f) Neither the Company nor Subsidiary has experienced, nor does it know or have reasonable grounds to know of any basis for, any strike, labor troubles or strife, work stoppages, slow downs, or other interference with or impairment of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violationbusiness. Neither the Company nor Subsidiary has experienced, nor does it know of, any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants union or commitments of any nature) collective bargaining organization efforts or other agreementnegotiations, or subject requests for negotiations, for any representation or any labor contract relating to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

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

Employees. Except as set forth The Company has made available the Acquirer all information requested (which information is complete and accurate in all material respects) on Schedule 4.14all employees, neither contractors and consultants of the Company nor any and the Subsidiaries providing services in connection with the conduct of its Subsidiaries has any collective bargaining the Business as of the date together with their titles or positions, dates of hire, regular work location and current compensation (including stock option or equity grants), current salary and benefits, age, notice period, and information on all employment contracts or other agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to between the Company or a Subsidiary and any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement contractor, consultant or person relating to the right performance of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because services. The completion of the nature of the business to be conducted transactions contemplated by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, this Agreement will not result in any payment or increased payment becoming due to any current or former employee of, or consultant to, the Company or a Subsidiary providing services in connection with the conduct of the Business. There are no outstanding offers of employment or engagement made to any person by the Company or a Subsidiary relating to the Business and there is no one who has accepted an offer of employment or engagement made by the Company or a Subsidiary relating to the Business who has not yet taken up that employment or engagement. Except as set forth in Section 2.11(c) of the Disclosure Schedule, no employee, contractor or consultant of the Company or a Subsidiary providing services in connection with the conduct of the Business: has given or received notice terminating his or her employment or engagement or altering its terms, and no such violationperson will be entitled solely as a result of the entering into of this Agreement and the sale of the Assets and Properties of the Business to Acquirer to give notice of termination or to claim for any payment or benefit or to treat himself as being released from any obligation and no such person is planning to terminate his or her employment as of or shortly after the Closing; or is currently on sick leave which (as of the date of this Agreement) has been for more than 14 consecutive days; or is currently on sabbatical or parental leave. Since December 31, 2007 (i) no change has been made in the rate or basis of remuneration, fee or other benefits provided for or paid to any employee, consultant or contractor of the Company or a Subsidiary providing services in connection with the conduct of the Business, and (ii) no change has been made in any other terms of employment or engagement of any such employee, consultant or contractor other than in the ordinary course of business. Neither the Company nor its Subsidiaries has entered into any agreement regarding any future variation in any contract of employment or other agreement in respect of any of its Subsidiaries is aware that their employees, consultants or contractors providing services in connection with the conduct of the Business or any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to agreement imposing an obligation on the Company or any a Subsidiary to increase the basis and/or rates of remuneration or payment and/or the provision of other benefits to or on behalf of its Subsidiariesemployees, consultants or contractors at any future date. No grievance or complaint of sex, race or disability discrimination, whether formal or informal, is pending in an administrative or litigation proceeding nor has been raised by any employee or consultant or former employee or consultant of the Company providing services in connection with the conduct of the Business in the twelve months prior to Closing. Neither the Company nor its Subsidiaries has made any loans to or entered into any credit transaction with any Transferred Employee. There are no controversies or labor or trade disputes or union organization activities pending or threatened between the Company or a Subsidiary and any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for respective employees who have a current effective employment agreement providing services in connection with the conduct of the Business nor are there facts known to the Company or its Subsidiaries which might indicate that there may be any of its Subsidiaries, no employee of such dispute or activities. No collective bargaining agreements relating to the Business are binding on the Company or any of its Subsidiaries as of the Closing Date. As of the date hereof, none of the Company's or the Subsidiaries' employees providing services in connection with the conduct of the Business are employed by any other employer. Each of the Company's employees providing services in connection with the conduct of the Business has been granted the a permanent right to continued employment by reside and work in the jurisdiction in which they are employed. There is no pending or threatened (i) claim by, or outstanding settlement with, any current or former Company or Subsidiary employee against the Company who have provided, or any of its Subsidiaries or to any material compensation following termination of employment are providing, services in connection with the Company Business, (ii) labor or any union litigation in relation to former employees or officers, or (iii) strike. All accrued costs or pensions, holidays, overtime and bonuses accrued up to the date hereof are set out in Section 2.11(k) of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesDisclosure Schedule.

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

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

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

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

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

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

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

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

Employees. Except as set forth on Schedule 4.14, neither the Company nor any (a) Substantially all current or past key employees of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company TranS1 or any of its Subsidiaries have entered into confidentiality and assignment of inventions agreements with TranS1 or such Subsidiary, a copy or form of which has contractedpreviously been provided or made available to Baxano. To the knowledge of TranS1, no employee of TranS1 or any Subsidiary of TranS1 is in violation of any term of any employment contractpatent disclosure agreement, proprietary information agreement non-competition agreement, or any other agreement restrictive covenant to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company by TranS1 or any of its Subsidiaries because of the nature of the business currently conducted or currently proposed to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company TranS1 or any of its Subsidiaries or to any material compensation following termination the use of employment with the Company trade secrets or any proprietary information of its Subsidiaries. Except as set forth on Schedule 4.14others, the Company is not aware that any officerconsequences of which, individually or in the aggregate, are reasonably expected to have a TranS1 Material Adverse Effect. To the knowledge of TranS1, as of the date of this Agreement, no key employee or group of employees intends has any plans to terminate his, her or their employment with TranS1 or its Subsidiaries. (b) Neither TranS1 nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. Neither TranS1 nor any of its Subsidiaries is the Company subject of any proceeding asserting that TranS1 or any of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization that, individually or in the aggregate, is reasonably expected to have a TranS1 Material Adverse Effect, nor is there pending or, to the knowledge of TranS1, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving TranS1 or any of its Subsidiaries, nor does the Company . (c) TranS1 has made available to Baxano forms of each severance agreement in effect between TranS1 or any of its Subsidiaries have a present intention to terminate the employment and any employee of any officer, key employee TranS1 or group of employeesits Subsidiaries.

Employees. (a) The Company has delivered to Parent a list, as of as of a date not more than two (2) Business Days prior to the date of this Agreement, of all employees (such term meaning permanent and temporary, full-time and part-time employees) of the Company or the Subsidiary, along with the position and the annual rate of compensation of each such person, and the wage rates for non-salaried employees (by classification), as well as a list of any material vendor or industry certifications held by the Company and its employees. Except as set forth on in the Company Disclosure Schedule, each current employee of the Company or the Subsidiary, and each person who has been employed by the Company at any time since January 1, 2008, has entered into a confidentiality and assignments of inventions agreement with the Company or such Subsidiary, a copy or form of which has been made available to Parent. The Company Disclosure Schedule 4.14contains a list of all employees of the Company or the Subsidiary who are not citizens or resident aliens of the United States. To the Company’s Knowledge, neither all of the Company’s or the Subsidiary’s employees who work in the United States are legally authorized to do so. Neither the Company nor any of its Subsidiaries the Subsidiary has any collective bargaining agreements with plans to terminate the employment of any Key Employee of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiariessuch Subsidiary. Except as disclosed set forth in the Exchange Act Filings Company Disclosure Schedule, no Key Employee has notified the Company or on Schedule 4.14, neither the Subsidiary in writing that such employee intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise in the period from the Closing Date to the date which is six months thereafter. (b) Neither the Company nor any of its Subsidiaries the Subsidiary is a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementnor has it experienced any strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement claims of unfair labor practices or other employee compensation plan or agreementcollective bargaining disputes. To the Company's knowledge’s Knowledge there is not any organizational effort made or threatened, no employee either currently or within the past two years, by or on behalf of any labor union with respect to employees of the Company or the Subsidiary. Except as set forth in the Company Disclosure Schedule, neither the Company nor the Subsidiary has any established policy or practice relating to employment severance payments or similar arrangements, and all of its Subsidiaries, nor any consultant with whom the employees of the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted Subsidiary are employees at-will. (c) Any Persons engaged by the Company or any of its Subsidiaries; the Subsidiary as independent contractors, rather than employees, have been properly classified as such and have been so engaged in accordance with all applicable federal, foreign, state or local laws, except to the Company's knowledge extent that a failure to have been so classified or engaged would not, individually or in the continued employment aggregate, have a Company Material Adverse Effect. Hours worked by and payments made to employees of the Company or the Subsidiary have not been in violation of the Fair Labor Standards Act or any of its Subsidiaries of its present employeesother applicable federal, and foreign, state or local laws dealing with such matters except as would not have a Company Material Adverse Effect. (d) To the performance Knowledge of the Company's , the Company and its Subsidiaries' contracts the Subsidiary have complied in all material respects with its independent contractorsall applicable federal, will foreign, state or local laws, ordinances, rules and regulations and requirements relating to the employment of labor, including but not result limited to the provisions thereof relating to wages, hours, collective bargaining and ensuring equality of opportunity for employment and advancement of minorities, women and other individuals protected by applicable law. There are no claims pending, threatened in writing, or, to the Knowledge of the Company, otherwise threatened to be brought, in any court or administrative agency by any former or current employees of the Company or the Subsidiary for compensation, pending severance benefits, vacation time, vacation pay or pension benefits (other than unemployment benefits provided by former employees’ state of residence), or any other claim pending, threatened in writing, or, to the Knowledge of the Company, otherwise threatened in any court or administrative agency from any current or former employee or any other Person arising out of the Company’s or such violationSubsidiary’s status as employer, whether in the form of claims for employment discrimination, harassment, unfair labor practices, grievances, wrongful discharge, or otherwise (other than unemployment benefits provided by former employee’s state of residence). Neither the Company nor the Subsidiary has undergone any of its Subsidiaries is aware that wage and hour investigations by any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties Governmental Entity in the two years prior to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesAgreement Date.

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

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

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

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

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

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

Employees. Except (i) The Disclosure Letter lists all individuals employed by, and all individuals engaged on a contractual basis to provide employment or sales services to, the Company or any of its subsidiaries as set forth on Schedule 4.14at the date hereof (the "Employees"). For each salaried Employee, neither the Disclosure Letter lists such Employee's employer, place of employment, date of hire (if known), title or job classification, salary and commission (if any). Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any currently effective employment contractContracts relating to employment, deferred compensation arrangementseverance, retention, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan confidentiality or agreement. To the Company's knowledge, no any consulting Contracts with any Employee or former employee of the Company or any of its Subsidiariessubsidiaries. (ii) There exist no employment, nor any consultant with whom consulting, severance or indemnification agreements or arrangements between the Company or any of its Subsidiaries has contracted, is in violation of subsidiaries and any term of any employment contract, proprietary information agreement current or any other agreement relating to the right of any such individual to be employed by, former director or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee officer of the Company or any of its Subsidiaries has been granted subsidiaries pursuant to which the right to continued Company or any such subsidiary has, or may have, obligations, and there are no employment by policies or plans, including policies regarding incentive compensation, stock options, severance pay or other terms and conditions upon which any such director or officer can be terminated which are binding on the Company or any of its Subsidiaries subsidiaries, and no such director or officer is entitled to any material compensation following termination of employment with severance benefits from the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, subsidiaries. (iii) Each of the Company and each of its subsidiaries has been and is not aware that any officerbeing operated in full compliance with all laws relating to employees, key employee or group of employees intends to terminate hisincluding employment standards, her or their occupational health and safety, pay equity and employment with equity. There have been no complaints under such laws against the Company or any of its Subsidiariessubsidiaries. (iv) There are no complaints nor, nor does to the knowledge of the Company, are there any threatened complaints, against the Company or any of its Subsidiaries subsidiaries, before any employment standards branch or tribunal or human rights tribunal. Nothing has occurred which might lead to a complaint against the Company or any of its subsidiaries, under any human rights legislation or employment standards legislation. There are no outstanding decisions or settlements or pending settlements under employment standards legislation which place any obligation upon the Company or any of its subsidiaries to do or refrain from doing any act. (v) All workers compensation assessments under legislation in Canada or any country or economic region in which either the Company or any of its subsidiaries, directly or indirectly, has assets or operations in relation to the Company and each of its subsidiaries have a present intention been paid or accrued, and neither the Company nor any of its subsidiaries has been subject to terminate the employment of any officer, key employee special or group of employeespenalty assessment under such legislation which has not been paid.

Employees. Except To the Company’s knowledge, except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeattached Employees Schedule, no executive or key employee of the Company or any of its Subsidiaries, nor any consultant with whom Subsidiaries and no group of employees of the Company or any of its Subsidiaries has contracted, is in violation of any term of any plans to terminate employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurredmaterial labor relations problems. Except for The Company and its Subsidiaries have complied in all material respects with all applicable laws related to the employment of labor and have complied with all applicable laws related to the licensing of employees who have a current effective employment agreement with under its applicable Licenses. None of the Company or any of its Subsidiaries or, to the Company’s knowledge, any of their respective key employees or consultants is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement in conflict with the present or proposed business activities of the Company or its Subsidiaries or such Person’s duties to the Company or one of its Subsidiaries, except for agreements between the Company and its Subsidiaries and their respective present and former employees. Substantially all employees and consultants of the Company and its Subsidiaries have executed and delivered to the Company or its Subsidiaries an agreement providing for (i) the nondisclosure by such Person of any confidential information of the Company or its Subsidiaries, and (ii) the assignment or license by such Person to the Company or its Subsidiaries of certain Intellectual Property Rights (an “Inventions Agreement”). No current employee or consultant of the Company or its Subsidiaries has, pursuant to an agreement described in clause (ii) of the preceding sentence, excluded works or inventions that pertain to the Company’s or its Subsidiaries’ businesses made prior to his or her employment with the Company or its Subsidiaries from any Inventions Agreement between the Company or its Subsidiaries and such Person. Except as set forth on the attached Employees Schedule, to the Company’s knowledge, no executive or key employee of the Company or any of its Subsidiaries has been granted the right to continued employment by receives any salary, bonus, consulting fee or other compensation from any Person other than the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of and its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

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

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

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings or on Schedule 4.14, an SEC Report neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement with any of its executive officers. To the Company's ’s knowledge, no employee of the Company or any of its SubsidiariesSubsidiary, nor any consultant with whom the Company or any of its Subsidiaries Subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company (or any of its Subsidiaries Subsidiary) because of the nature of the business to be conducted by the Company (or any of its SubsidiariesSubsidiary); and to the Company's ’s knowledge the continued employment by the Company or any (and its Subsidiaries) of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s (and its Subsidiaries' ’) contracts with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, as set forth in an SEC Report no employee of the Company or any of its Subsidiaries Subsidiary has been granted the right to continued employment by the Company (or any of its Subsidiaries Subsidiary) or to any material compensation following termination of employment with the Company (or any of its SubsidiariesSubsidiary). Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company (or any of its Subsidiaries, Subsidiary) nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 12 s▇▇▇▇.▇▇▇ Feb. 2017 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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

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

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

Employees. Except (a) Section 2.21(a)(i) of the Disclosure Schedule contains a list of all employees of the Company and each Subsidiary as set of the date of this Agreement, along with the position and the bi-weekly rate of compensation of each such person. Each such employee has entered into a non-disclosure and confidentiality agreement with the Company or a Subsidiary, a copy of which has previously been delivered to the Buyer. Section 2.21(a)(ii) of the Disclosure Schedule contains a list of all employees of the Company or any Subsidiary who are a party to a non-competition agreement with the Company or any Subsidiary; copies of such agreements have previously been delivered to the Buyer. To the knowledge of the Company, no key employee or group of employees has any plans to terminate employment with the Company or any Subsidiary. (b) Section 2.21(b) of the Disclosure Schedule sets forth a list of all employees of the Company and each Subsidiary who hold a temporary work authorization, including without limitation H-1B, F-1 or J-1 visas or work authorizations (the "Work Permits"), setting forth the name of the employees, the type of Work Permit and the length of time remaining on Schedule 4.14such Work Permit. With respect to each Work Permit, neither all of the information that the Company provided to the Department of Labor and the Immigration and Naturalization Service (the "INS") in the application for such Work Permit was true and complete in all material respects at the time of filing and as of the date hereof, and the Company and each Subsidiary complied in all material respects with all applicable laws and regulations, including without limitation the laws and regulations of the Department of Labor and the INS with respect to obtaining the Work Permits. The Company and each Subsidiary has received the appropriate notice of approval from the INS with respect to each such Work Permit. Neither the Company nor any of its Subsidiaries Subsidiary has received any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to notice from the Company's knowledge, threatened with respect to the Company INS or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither other governmental authority (c) Neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementnor has any of them experienced any strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement claims of unfair labor practices or other collective bargaining disputes. The Company has no knowledge of any organizational effort made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to employees of the Company or any Subsidiary. No employee compensation plan or agreement. To the Company's knowledge, no former employee of the Company or any Subsidiary has commenced, or, to the knowledge of its Subsidiariesthe Company, nor any consultant with whom threatened to commence, (i) a Legal Proceeding against the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement Subsidiary or any other agreement relating to the right of any such individual to be employed by, (ii) a claim alleging harassment or to contract with, the Company discrimination under applicable state or any of its Subsidiaries because of the nature of the business to be conducted federal laws or regulations by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company Subsidiary or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants Stockholder or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any Subsidiary. (d) No key employee, and no former key employee set forth in Section 2.21(d) of its Subsidiaries the Disclosure Schedule, has been granted or is currently a consultant to, an investor in or employed by, and, to the right to continued employment by knowledge of the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Company, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present has no intention to terminate seek employment with, any competitor of the employment of any officer, key employee or group of employeesCompany.

Employees. Except as set forth on (a) Schedule 4.143.14 attached hereto, neither contains full particulars of all remuneration payable and other benefits provided or which the Company nor is bound to provide (whether now or in the future) to each officer and employee of the Company. This includes (but is not limited to) all profit sharing, incentive and bonus arrangements to which the Company is a party, whether legally binding or not. Schedule 3.14 also contains true and complete particulars in respect of each director, officer and employee of the Company of his date of birth and the date on which he commenced continuous employment. (b) The Company has not entered into or become bound by any service agreements or contracts of its Subsidiaries employment with directors, officers or employees of the Company which cannot be terminated by 6 months' notice or less without giving rise to any claim for damages or compensation (other than a statutory redundancy payment). (c) The Company has not entered into or become bound by any collective bargaining agreements consultancy or management services agreement with any of its employees. other person, firm or company. (d) There is are no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to agreements or other arrangements between the Company or any trade association of which the Company is a member and any trade union or other body or organization representing its employees. (e) The Company is not liable to pay compensation or make payments under the Employment Rights ▇▇▇ ▇▇▇▇ and the Sellers are not aware of: (i) any outstanding claim against the Company by any present or former director, officer or employee; or (ii) any dispute between the Company and a material number or class of its Subsidiaries. Except as disclosed employees, in either case in relation to any claim for breach of contract or for severance payments, redundancy payments, or protective awards or for compensation for unfair dismissal and/or discrimination or for any other liability accruing from the Exchange Act Filings termination or on Schedule 4.14, neither variation of any contract of employment or for services. (f) No written undertaking or assurances have been given to the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee employees of the Company as to the continuance, introduction, increase or improvement of any of its Subsidiaries, nor any consultant with whom pension rights or entitlements which the Company and/or the Buyer would be required to implement in accordance with good industrial relations practice (whether or not there is any legal obligation to do so). (g) All appropriate notices have been issue under the Employment Rights ▇▇▇ ▇▇▇▇ to all directors and all employees of its Subsidiaries has contractedthe Company, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, and the Company has complied with all obligations imposed on it by relevant statutes, regulations and codes of conduct and all relevant orders and awards made under those statutes, regulations and codes. (h) No director or any employee is remunerated on a profit sharing or bonus or commission basis, and there are no amounts owing for reimbursement of its Subsidiaries because business expenses incurred within a period of 12 months preceding the nature date of the business to be conducted this agreement. (i) All National Insurance and Graduated Pension Contributions and sums payable by the Company or any of its Subsidiaries; and to the Company's knowledge Inland Revenue under the continued employment PAYE system have been duly and properly paid. The Company has maintained proper records in respect of all such matters. The Company has deducted all tax required by the Company law to be deducted from all other payments to (or any of its Subsidiaries of its present employees, treated as made to) employees and the performance ex-employees of the Company's . The Company has accounted to the inland Revenue for all tax so deducted together with all tax chargeable on benefits for its employees and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither ex- employees. (j) There is no liability or claim against the Company nor any outstanding or anticipated under: (i) The Equal Pay ▇▇▇ ▇▇▇▇; (ii) The Sex Discrimination ▇▇▇ ▇▇▇▇; (iii) The Race Relations ▇▇▇ ▇▇▇▇; (iv) The Transfer of its Subsidiaries is aware that any Undertakings (Protection of its employees is obligated under any contract Employment) Regulations 1981; (including licenses, covenants or commitments of any naturev) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesThe Wages ▇▇▇ ▇▇▇▇; (vi) The Trade Union and Labor Relations (Consolidation) ▇▇▇ ▇▇▇▇; (vii) The Trade Union Reform and Employment Rights ▇▇▇ ▇▇▇▇; or (viii) The Employment Rights ▇▇▇ ▇▇▇▇.

Employees. Except as set forth on Schedule 4.145.14, neither the Company nor any of its Subsidiaries has Borrower does not have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Borrower’s knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.145.14, neither the Company nor any of its Subsidiaries Borrower is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Borrower’s knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries Borrower because of the nature of the business to be conducted by the Company or any of its SubsidiariesBorrower; and to the Company's Borrower’s knowledge the continued employment by the Company or any Borrower of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' Borrower’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Borrower is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its SubsidiariesBorrower. Neither the Company nor any of its Subsidiaries Borrower has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesBorrower, no employee of the Company or any of its Subsidiaries Borrower has been granted the right to continued employment by the Company or any of its Subsidiaries Borrower or to any material compensation following termination of employment with the Company or any of its SubsidiariesBorrower. Except as set forth on Schedule 4.145.14, the Company Borrower is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.