ON SCHEDULE 3.15.12 OF THE DISCLOSURE SCHEDULE.
AS OF THE DATE OF SIGNING
THE ORIGINAL PURCHASE AGREEMENT, THE COMPANY HAS NOT, AND TO THE KNOWLEDGE OF
COMPANY, NO OTHER PERSON HAS, (I) ENTERED INTO ANY CONTRACT THAT OBLIGATES OR
PURPORTS TO OBLIGATE PURCHASER TO MAKE AN OFFER OF EMPLOYMENT TO ANY PRESENT OR
FORMER EMPLOYEE OR CONSULTANT OF THE COMPANY AND/OR (II) PROMISED OR OTHERWISE
PROVIDED ANY ASSURANCES (CONTINGENT OR OTHERWISE) TO ANY PRESENT OR FORMER
EMPLOYEE OR CONSULTANT OF THE COMPANY OF ANY TERMS OR CONDITIONS OF EMPLOYMENT
WITH PURCHASER FOLLOWING THE CLOSING.
3.15.13.
THE COMPANY HAS PROVIDED TO PURCHASER A TRUE, CORRECT AND COMPLETE
LIST OF THE NAMES, POSITIONS AND RATES OF COMPENSATION OF ALL OFFICERS, MANAGERS
(OR DIRECTORS, AS THE CASE MAY BE), AND EMPLOYEES OF THE COMPANY SHOWING EACH
SUCH PERSON'S NAME, POSITION, ANNUAL REMUNERATION, STATUS AS EXEMPT/NON-EXEMPT,
BONUSES AND FRINGE BENEFITS FOR THE CURRENT FISCAL YEAR AND THE MOST RECENTLY
COMPLETED FISCAL YEAR.
THE COMPANY HAS PROVIDED TO PURCHASER THE ADDITIONAL
FOLLOWING INFORMATION FOR EACH OF ITS INTERNATIONAL EMPLOYEES: CITY/COUNTRY OF
EMPLOYMENT, CITIZENSHIP, DATE OF HIRE, MANAGER'S NAME AND WORK LOCATION, DATE OF
BIRTH, ANY MATERIAL SPECIAL CIRCUMSTANCES (INCLUDING PREGNANCY, DISABILITY OR
MILITARY SERVICE), AND WHETHER THE EMPLOYEE WAS RECRUITED FROM A PREVIOUS
EMPLOYER.
3.15.14.
THE COMPANY HAS PROVIDED TO PURCHASER A TRUE, CORRECT AND COMPLETE
LIST OF ALL OF ITS CONSULTANTS AND INDEPENDENT CONTRACTORS AND FOR EACH THE
INITIAL DATE OF THE ENGAGEMENT AND WHETHER THE ENGAGEMENT HAS BEEN TERMINATED BY
WRITTEN NOTICE BY EITHER PARTY.
3.15.15.
THE COMPANY HAS PROVIDED TO PURCHASER TRUE, CORRECT AND COMPLETE
COPIES OF EACH OF THE FOLLOWING: ALL FORMS OF OFFER LETTERS; ALL FORMS OF
EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS; ALL FORMS OF SERVICES AGREEMENTS
AND AGREEMENTS WITH CURRENT AND FORMER CONSULTANTS AND/OR ADVISORY BOARD
MEMBERS; ALL FORMS OF CONFIDENTIALITY, NON-COMPETITION OR INVENTIONS AGREEMENTS
BETWEEN CURRENT AND FORMER EMPLOYEES/CONSULTANTS AND THE COMPANY (AND A TRUE,
CORRECT AND COMPLETE LIST OF EMPLOYEES, CONSULTANTS AND/OR OTHERS NOT SUBJECT
THERETO); THE MOST CURRENT MANAGEMENT ORGANIZATION CHART(S); ALL AGREEMENTS
AND/OR INSURANCE POLICIES PROVIDING FOR THE INDEMNIFICATION OF ANY OFFICERS OR
MANAGERS (OR DIRECTORS, AS THE CASE MAY BE) OF THE COMPANY; SUMMARY OF LIABILITY
FOR TERMINATION PAYMENTS TO CURRENT AND FORMER MANAGERS (OR DIRECTORS, AS THE
CASE MAY BE), OFFICERS AND EMPLOYEES OF THE COMPANY; AND A SCHEDULE OF BONUS
COMMITMENTS MADE TO EMPLOYEES OF THE COMPANY.
3.15.16.
THERE ARE NO PERFORMANCE IMPROVEMENT OR DISCIPLINARY ACTIONS
CONTEMPLATED OR PENDING AGAINST ANY OF THE COMPANY'S CURRENT EMPLOYEES.
3.15.17.
THE WORKER ADJUSTMENT RETRAINING NOTIFICATION ACT OF 1988, AS
AMENDED, OR ANY SIMILAR STATE OR LOCAL LAW IS NOT, AND WAS NEVER, APPLICABLE TO
THE COMPANY.
3.15.18.
THE COMPANY HAS DELIVERED TO PURCHASER TRUE AND COMPLETE COPIES OF
ALL ELECTION STATEMENTS UNDER SECTION 83(B) OF THE CODE THAT ARE IN THE
COMPANY'S POSSESSION OR SUBJECT TO ITS CONTROL WITH RESPECT TO ANY UNVESTED
SECURITIES OR OTHER PROPERTY ISSUED BY THE COMPANY OR ANY ERISA AFFILIATE TO ANY
OF THEIR RESPECTIVE EMPLOYEES, NON-EMPLOYEE MANAGERS (OR