I don't think they were given a compensation packa

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5.12 Employees. UMS has no employees except as set forth in Exhibit 5.12. The consummation of the transactions contemplated by this Agreement will not directly give rise to any liability to any employee of UMS for severance, separation, golden parachute, deferred compensation or termination pay.

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5.14 Interim Operations. Following December 31, 2014, the Business has been carried out in its ordinary course. Following December 31, 2014, there has been no change in the financial condition, results of operations, assets, Liabilities, business, or prospects of UMS which would reasonably be expected to result in a Material Adverse Effect. Following December 31, 2014, no dividends or distributions have been made or declared by UMS. Following December 31, 2014, no bonus or extraordinary compensation has been paid, declared or otherwise agreed to be paid by UMS. Any bonus, extraordinary or deferred compensation incurred by UMS prior to December 31, 2014 is reflected in Financial Statements.

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2.2 Purchase Price. In exchange for the UMS Shares, Talk shall issue to the UMS Stockholders preferred shares of Talk which are convertible into a total of 85% of the fully diluted common stock of iTalk, Inc., for distribution to the UMS Stockholders in proportion to each of their Common Shares in UMS (the “Purchase Price”). This 85% is computed before giving effect to options and warrants which may be given to Talk management or advisors as set out in Schedule 2.2 to this Agreement. The capital structure of Talk post-closing shall be as set out in Schedule 2.2.

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